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Home My WebLink AboutCOUNCIL - AGENDA ITEM - 04/16/2019 - PUBLIC HEARING AND RESOLUTION 2019-050 APPROVING TAgenda Item 25 Item # 25 Page 1 AGENDA ITEM SUMMARY April 16, 2019 City Council STAFF Josh Birks, Economic Health Director John Duval, Legal SUBJECT Public Hearing and Resolution 2019-050 Approving the Consolidated Service Plan for the Mulberry Metropolitan District Nos. 1-6. EXECUTIVE SUMMARY The purpose of this item is for City Council to consider approval of the Mulberry Metropolitan District Nos. 1 through 6 Consolidated Service Plan (the “Service Plan”). The developer of the proposed Mulberry Development has submitted the Service Plan to support the proposed development of approximately 226 acres located in the northeast portion of the Fort Collins community near I-25 on the Mulberry Corridor. The development is anticipated to include 1,600 residential units, up to 80,000 square feet of office, and up to 160,000 square feet of retail. The project has committed to provide 15 percent of housing units in a mix of for rent and for sale affordable housing. A mill levy capped at 50.00 mills has been proposed to support the funding of certain public improvements for the project. As per the Council’s Metro District Policy, proceedings for a public hearing for a Metro District public hearing are as follows: 1. Announcement of item; 2. Consideration of procedural issues (if any); 3. Explanation of the application by City staff; 4. Presentation by the applicant (15 minutes); 5. Public testimony regarding the application; 6. Rebuttal testimony by the applicant; 7. Councilmember questions of City staff and the applicant; and 8. Motion, discussion and vote by City Council. STAFF RECOMMENDATION Staff recommends adoption of the Resolution. BACKGROUND / DISCUSSION The applicant for this Service Plan is Hartford Homes, a second-generation, family-owned home builder in Northern Colorado with over 25 years of experience. Hartford Homes is proposing a mixed-use community as a gateway to the Mulberry Corridor and Fort Collins just off of I-25. (Attachment 1) The development is designed to align with the East Mulberry Corridor Plan and the metro districts are proposed to address road and water infrastructure challenges with the site. The project is committed to 15 percent affordable housing (241 units), on-site solar and providing additional commercial space for businesses. The overall community design is meant to employ Traditional Neighborhood Development (TND) principles in line with Smart Growth concepts. Agenda Item 25 Item # 25 Page 2 Project Overview The developer of the proposed Mulberry Metro District has submitted a consolidated Service Plan for the creation of six metro districts (the “Districts”) to support a potential development of approximately 226 acres located north of Mulberry Street along both sides of Greenfields Drive (Attachment 1). The development is anticipated to have 1,600 residences, including single-family detached, single-family attached, and multi-family living options, of which a minimum of fifteen percent (15%) will be designated and sold as affordable (this is an increase from the 10% commitment made in the City Council Finance presentation dated February 25,2019). The estimated population at build-out is 4,000. The Preliminary Development Plan expects a neighborhood town center and grocery store as well as 20-30 acres of retail, commercial, and office uses. • Approximately 1,600 residential units (a mix of single-family and multi-family); • Minimum of 15% affordable (241 units), an increase from the 10% commitment made in the City Council Finance presentation dated February 25,2019. • Up to +/- 160,000 SF of retail and commercial uses, including a neighborhood-scaled grocery store up to 50,000 SF • Up to +/- 80,000 SF of office uses integrated into the market street • Significant open space, including a range of features from amenitized parks to preservation of high-value natural areas; and • An extensive trail corridor and pedestrian network, providing both internal community connectivity and walkability, as well as links to the surrounding Fort Collins community. However, of the 226 acres to be developed, only 152 acres will be initially included in the Districts’ boundaries. The other 74 acres are not currently within the City’s boundaries and, therefore, cannot now be included within the Districts’ boundaries. However, Section V of the Service Plan allows for these 74 acres to be added to the Districts’ boundaries when they are duly annexed into the City. Inclusion Area City Council can only approve a Service Plan that encompasses property wholly contained within the City boundaries. The development proposed by Hartford Homes includes some land not currently in the City. This land is located on the southern portion of the property and will need to be annexed prior to development. The Service Plan handles this future activity by excluding the southern property from the district at formation. However, the land is part of the Inclusion Area (referenced in the Definitions and Section V of the Service Plan). The Service Plan allows for the real property in the Inclusion Area to be added to one or more of the Districts after the property has been duly annexed into the City’s boundaries. This inclusion does not constitute a modification of the plan and would not require further action by Council. This approach allows for the Council to legally consider and approve the Service Plan covering the entirety of the proposed development at a single time. Council Finance Review Follow-Up - Affordable Housing On February 25, 2019, the Council Finance Committee reviewed the proposed Service Plan for the Districts. The Committee requested additional information on several items. Several of these questions dealt with affordable housing: What is the final commitment to affordable housing and what kinds of perpetuity commitments are going to be made? Hartford Homes has updated its final affordable housing commitment to 15 percent (241 units) of the total number (1,600 units). This is up from 10 percent affordable housing that was proposed at Council Finance Review. Does Hartford Homes plan to integrate with a land trust? Agenda Item 25 Item # 25 Page 3 No, they do not plan to utilize a land trust to deliver affordable housing. How will Hartford Homes clarify their open space with the City’s Open Space program? Hartford Homes has revised their designated “open space” to be called “green space” in order to avoid confusion with the City’s Open Space program. Service Plan Overview The Service Plan calls for the creation of six Districts to work collaboratively to deliver the proposed Mulberry development. The phased development is anticipated to occur over the next nine plus years and support an estimated population of 4,000. A few highlights about the proposed Service Plan, include: • Assessed Value - Estimated to be approximately $66 million in 2029 at full build-out • Aggregate Mill Levy - 50 mills, subject to Gallagher Adjustments • Debt Mill Levy - 40 mills, may not be levied until a Council-approved development agreement or intergovernmental agreement has been executed that delivers the pledged public benefits • Operating Mill Levy - Up to 50 mills to fund several on-going operations, such as, but not limited to operating and maintaining: (i) the non-potable irrigation system, and (ii) landscaping. Once a District imposes a Debt Mill Levy, such District’s Operating Mill Levy cannot exceed ten (10) mills at any point. • Maximum Debt Authorization - Anticipated to be approximately $65 million to cover a portion of the estimated $105 million in public improvement costs • Regional Mill Levy - The regional Mill Levy is not counted against the Aggregate Mill Levy Maximum A copy of the proposed Service Plan with redlined edits from the developer against the City’s model Service Plan is attached for reference (Attachment 2). Public Improvements The Service Plan anticipates using the Debt Mill Levy to support the issuance of bonds in the maximum amount of $65 million to fund all or a portion of the following $105 million in public improvements (details available in Exhibit F of the Service Plan): • Earthwork - Approximately $4.2 million in earthwork and site preparation costs associated with the proposed project. • Sanitary Sewer Improvements - Approximately $7.2 million in costs associated with constructing the sanitary sewer infrastructure both on- and off-site for the project • Water Improvements - Approximately $8.2 million in costs to construct potable water infrastructure both on- and off-site supporting the project • Non-potable Water - Approximately $4.6 million to construct a non-potable irrigation system to serve the entire development - this infrastructure will significantly reduce the projects need to acquire water rights and demand on potable water treatment facilities • Storm Sewer Improvements - Approximately $6.1 million in costs to construct the main storm sewer system and infrastructure for the project (costs associated with grading are included in the Earthwork amount above) • Concrete - Approximately $6.9 million in costs to construct concrete infrastructure for roads, trails and sidewalks on the project • Asphalt - Approximately $18.4 million in costs to construct asphalt infrastructure for streets and parking on the project • Erosion - Approximately $1.2 million in costs to ensure erosion control and maintenance on the project • Landscaping - Approximately $4.4 million in costs for Cooper Slough improvement, neighborhood park development, development of a pollinator corridor, and other landscaping • Miscellaneous / Amenity - Approximately $39.0 million in miscellaneous costs associated with the project The subtotal for basic costs associated with public improvements through the Metro Districts is approximately Agenda Item 25 Item # 25 Page 4 $74.0 million; non-basic costs are approximately $30.7 million, which brings the project to an approximate total of $105 million. • Cooper Slough - The Cooper Slough creates several significant stormwater detention, retention, and water quality issues across the site. These impacts are complicated by the fact that the slough is not consolidated creating multiple entry points for water during a storm event. The net result is the need to manage the stormwater on the site in a variety of ways that deal with off-site conditions. The development plans to invest $500,000 in improvements to the Cooper Slough through the Metro Districts. Public Benefits • Affordable Housing - The financing and reimbursement options created by the Districts will enable the Mulberry project to deliver a minimum of 241 units or 15% of the total project at affordable rates for occupants at 80% of Area Median Income (AMI). These units will be delivered under the following guidelines: o For Sale: A minimum of 40 units (2.5%) will be for sale o For Rent: Approximately 200 units (12.5%) are anticipated to be for rent o Integrated / Dispersed Site: Approximately 40 units will be built as dispersed site, integrating market rate and affordable housing. It is anticipated that affordable units will be same units as market-rate and integrated along a block or product type o Enforceability: Prior to or concurrent with the Development Agreement, the developer will create legally enforceable guarantees for affordable housing commitments. Potential options include, contract with City for Land Bank, deed restriction, reservation of acreage • Community Gateway - Per the East Mulberry Corridor Plan, this property is uniquely positioned to provide a gateway to Fort Collins from I-25. Two small parcels have been created within the boundaries of the proposed Mulberry community and provides an ideal site for a significantly scaled, iconic City monument. The proposed project would be dedicating $1.25 million in foregone land value and $500,000 for the entry feature. This would reinforce the role of this property being a significant part of a gateway to the City of Fort Collins from I-25. • Non-Potable Water System - The development will include the construction and maintenance of a non- potable water system for community-wide landscaping and landscaping on individual lots. The proposed non-potable water system for the project will lead to a significant reduction in potable water demand when compared to similar communities, while simultaneously reducing the monthly costs of homeownership. • Environmental Sustainability - Throughout the community, environmentally friendly design will promote Fort Collins sustainability goals. Xeric landscaping and use of non-potable irrigation will conserve water, while landscape architecture designed to support the flight distances and migration patterns of applicable pollinators will increase the biodiversity of the area. A commitment to 800 kW of solar capacity generated within and distributed throughout the development will further promote resource conservation and renewable energy use. • Economic Health Outcomes - The development will help retain existing businesses by providing an appropriate gateway to the northern portions of the City, which is currently lacking. As discussed above, the site planning, construction methods, and overall design of the community are intended to create an attractive, attainable, affordable, and diverse place to live, work, and play. Additionally, the retail, commercial, and office uses within the mixed-use community center will provide space for potential business growth and the opportunity for additional tax revenues to the City. The community is uniquely situated to enhance both the built environment of the Corridor and the natural environment of Lake Canal and Cooper Slough. A healthy balance of the natural and the urban is critical to attracting the dynamic employment base and workforce Fort Collins seeks. However, this does not guarantee business, employment or sales tax growth. The developer estimates a public benefit value of approximately $79.3 million, outlined in Table 1. Agenda Item 25 Item # 25 Page 5 Table 1 Metro Districts’ Public Benefits Evaluation Agenda Item 25 Item # 25 Page 6 Policy Comparison A comparison of the proposed use of the Mulberry Districts’ revenues to the City’s current Metro District Policy is provided below in Table 2. For reference, two other recently approved metro districts are provided for comparison - Montava and Waterfield. It is important to note that Hartford Homes is proposing a differentiated mill breakout, outlined in Table 3, for residential (50.000 mills) and commercial (20.000 mills). Table 2 Metro District Policy Comparison Mulberry Proposal Waterfield Montava Current Policy Mill Levy Caps 50 Mills 50 Mills 60 Mills 50 Mills Basic Infrastructure Partially Partially Partially To enable public benefit Eminent Domain Will Comply Will Comply Will Comply Prohibited Debt Limitation Will Comply Will Comply Will Comply 100% of Capacity Dissolution Limit Ongoing for O&M Will Comply Will Comply 40 years (end user refunding exception) Citizen Control Will Comply Will Comply Will Comply As early as possible Multiple Districts Yes Yes Yes Projected over an extended period Commercial/ Residential Ratio Residential and Commercial 100% Residential Mixed Use N/A Performance Assurances The proposed Service Plan prohibits the issuance of any debt or imposition of the debt mill levy or fees to pay debt unless and until the delivery of the Public Benefits are secured for each development phase of the project in a manner that is approved by City Council, as outlined in the February 2019 updated City Metro District Policy. This requirement can be satisfied by one or both of the following methods, as applicable: • Intergovernmental Agreement - For any of the Public Benefits to be provided by one or more of the Districts, each such District must enter into an intergovernmental agreement with the City agreeing to provide those Public Benefits as a legally enforceable multiple-fiscal year obligation of the District under TABOR or by securing performance of that obligation with a surety bond, letter of credit or other security acceptable to the City and all such intergovernmental agreements must be approved by the City Council by resolution; • Approved Development Plan - For any of the Public Benefits to be provided by one or more Developers of the Planned Development, each such Developer must enter into a development agreement with the City under the Developer’s applicable Approved Development Plan, which agreement must legally obligate the Developer to provide those Public Benefits before the City is required to issue building permits and/or certificates of occupancy for structures to be built under the Approved Development Plan for that phase of the Planned Development or to secure such obligations with a surety bond, letter of credit or other security acceptable to the City and all such development agreements must be approved by the City Council by resolution. Public Benefits and Triple Bottom Line The proposed update to the policy supports the formation of a metro district regardless of development type when a district delivers extraordinary public benefits. The public benefits should be: (1) aligned with the goals Agenda Item 25 Item # 25 Page 7 and objectives of the City whether such extraordinary public benefits are provided by the metro district or by the entity developing the metro district because metro districts exist to provide public improvements; and (2) not be practically provided by the City or an existing public entity, within a reasonable time and on a comparable basis. The Service Plan for the Mulberry project delivers several proposed public benefits (see Attachment 3). Triple Bottom Line - Scan An interdisciplinary staff team prepared a Triple Bottom Line Scan (TBL-S) of the initially proposed Service Plan (see Attachment 4). The updated, currently proposed version of the Service Plan took the recommendation of the TBL-S team and increased the affordable housing commitment to 15%. The net analysis is generally neutral to slightly positive. The highlights are provided below: • Economic - The proposed affordable housing is expected to have a positive impact on retaining and attracting talent to strengthen our local labor force for employers. The additional office and retail space is expected to have positive effects in Fort Collins market. • Environmental - Some benefit is expected from the proposed 800 kW of solar, but over the proposed environmental public benefits were interpreted as weak by staff under the current proposal. Additional clarity is needed to assess any improved benefit. • Social - This area is expected to have the most positive impact due to the commitments to affordable housing. The proposal could be strengthened with a greater focus on affordable housing (e.g. 15% affordable) and clearer expectations around deed restriction over time. Financial Assessment The Metro District Policy requires all applications for a metro district service plan submit a Financial Plan to the City for review. Economic & Planning Systems prepared an analysis of the Financial Plan submitted with the Service Plan for the Districts. (Attachment 5) The analysis concluded: • The proposed mill levies are in line with the City’s policy. • The market values used in the public revenue estimates are reasonable. • EPS expressed concern about residential absorption of Mulberry in the context of other new North College developments: Waterfield, Water’s Edge, and Montava. • EPS believed the retail program is oversized for the residential development alone. To succeed the retail will have to be more regionally-serving. • Office absorption rates are reasonable, but some concern was expressed due to the office market in North Fort Collins being currently immature. • EPS found it difficult to assess if there would be “extraordinary benefits” with the following: added utility services, non-potable irrigation system, and affordable housing. Basic Infrastructure and Public Benefit The Metro District Policy allows a metro district to fund “basic infrastructure”, that which is typically expected to be provided by a developer (both in type and magnitude), when the inclusion of “basic” infrastructure offsets higher costs associated with extraordinary development outcomes that cannot directly be provided by a metro district (Defined in Exhibit A of the Metro District Policy, e.g., rooftop solar, affordable housing, etc.). The Developer has identified $68.7 million in public benefits which are outlined in Table 1. After reviewing the Service Plan, estimated public benefits, and the maximum debt authorization of $65 million, staff recommends approval of the Service Plan. Estimated Property Taxes Table 3 shows the property tax estimates by proposed unit type for the proposed Districts. The average increased cost to a home owner is approximately $150.42 per month on the high end and $33.09 per month for Agenda Item 25 Item # 25 Page 8 the affordable housing. This amount will vary over time based on the underlying assessed value as determined by the County Assessor. Table 3 Mulberry Metro District Monthly Cost Exhibit Applicant Supplied Materials The applicant requesting consideration of the Service Plan has submitted several items for Council’s review. These items include: • Combined Vicinity Map of Approved and Proposed Metro Districts (Attachment 6); • Signed Letter of Intent from Habitat for Humanity (Attachment 7); • Habitat for Humanity Project Support Letter (Attachment 8); • Elevations Land Trust Project Support Letter (Attachment 9); • Hartford Home Mulberry Metro District Council Presentation (Attachment 10) CITY FINANCIAL IMPACTS The proposed Service Plan will not have an impact on the City’s financials. The applicant has paid the fees required under the City’s Metro District Policy, which fees are designed to offset the cost of staff and outside consultant review. In addition, the proposed Service Plan includes a requirement that the following notice be included in all debt issued by the Districts: “By acceptance of this instrument, the owner of this Debt agrees and consents to all of the limitations with respect to the payment of the principal and interest on this Debt contained herein, in the resolution of the District authorizing the issuance of this Debt and in the Service Plan of the District. This Debt is not and cannot be a Debt of the City of Fort Collins.” BOARD / COMMISSION RECOMMENDATION There is no board/commission action on this item. PUBLIC OUTREACH No public outreach has been conducted on this item. Agenda Item 25 Item # 25 Page 9 ATTACHMENTS 1. Vicinity Map (PDF) 2. Mulberry Service Plan (Redlined to show changes) (PDF) 3. Public Benefit Matrix (PDF) 4. Triple Bottom Line (PDF) 5. Financial Review by EPS (PDF) 6. Combined Vicinity Map (PDF) 7. Signed Letter of Intent from Hartford Habitat (PDF) 8. Habitat for Humanity Project support letter (PDF) 9. Elevations Land Trust Project Support letter (PDF) 10. Powerpoint presentation (PDF) Mulberry Metro District Vicinity Map ATTACHMENT 1 1 City of Fort Collins Title 32 Metropolitan CONSOLIDATED SERVICE PLAN FOR MULBERRY METROPOLITAN DISTRICT NOS. 1-6 CITY OF FORT COLLINS, COLORADO Prepared by: Spencer Fane LLP 1700 Lincoln Street, Suite 2000 Denver, Colorado 80203 Submitted On: January 8, 2019 Approved on: Formatted: Different first page header ATTACHMENT 2 2 DN 3520023.1 Formatted: Left Formatted: Normal, Right 3 DN 3520023.1 Formatted: Left Formatted: Normal, Right TABLE OF CONTENTS I. INTRODUCTION ....................................................................................................................... 11 A. Purpose and Intent. ............................................................................................................ 11 B. Need for the Districts. ............................................................................................................ 11 C. Objective of the City Regarding Districts’ Service Plan. ................................................ 12 D. City Approvals. .................................................................................................................... 12 II. DEFINITIONS ......................................................................................................................... 12 III. BOUNDARIES AND LOCATION .......................................................................................... 16 IV. DESCRIPTION OF PROJECT, PLANNED DEVELOPMENT, PUBLIC BENEFITS & ASSESSED VALUATION .................................................................................................................. 17 A. Project and Planned Development. ......................................................................................... 17 B. Public Benefits. ......................................................................................................................... 18 C. Assessed Valuation. .................................................................................................................. 19 V. INCLUSION OF LAND IN THE SERVICE AREA .................................................................. 19 VI. DISTRICT GOVERNANCE ................................................................................................... 20 VII. AUTHORIZED AND PROHIBITED POWERS .................................................................... 20 A. General Grant of Powers. ........................................................................................................ 20 B. Prohibited Improvements and Services and other Restrictions and Limitations. ................. 20 1. Eminent Domain Restriction .................................................................................................. 20 2. Fee Limitation ........................................................................................................................ 20 3. Operations and Maintenance .................................................................................................. 21 4. Fire Protection Restriction ...................................................................................................... 21 5. Public Safety Services Restriction .......................................................................................... 21 6. Grants from Governmental Agencies Restriction .................................................................... 21 7. Golf Course Construction Restriction ..................................................................................... 21 8. Television Relay and Translation Restriction .......................................................................... 22 9. Potable Water and Wastewater Treatment Facilities ............................................................... 22 10. Sales and Use Tax Exemption Limitation ........................................................................... 22 11. Sub-district Restriction ....................................................................................................... 22 12. Privately Placed Debt Limitation ........................................................................................ 22 4 DN 3520023.1 Formatted: Left Formatted: Normal, Right 13. Special Assessments ........................................................................................................... 23 VIII. PUBLIC IMPROVEMENTS AND ESTIMATED COSTS ................................................ 23 A. Development Standards. .......................................................................................................... 23 B. Contracting. ............................................................................................................................. 24 C. Land Acquisition and Conveyance. ......................................................................................... 24 D. Equal Employment and Discrimination. ................................................................................. 24 IX. FINANCIAL PLAN/PROPOSED DEBT ................................................................................ 24 A. Financial Plan. ......................................................................................................................... 25 B. Mill Levies. ............................................................................................................................... 25 1. Aggregate Mill Levy Maximum ............................................................................................. 25 2. Regional Mill Levy Not Included in Other Mill Levies ........................................................... 25 3. Operating Mill Levy ............................................................................................................... 25 4. Gallagher Adjustments ........................................................................................................... 26 5. Excessive Mill Levy Pledges .................................................................................................. 26 6. Refunding Debt ...................................................................................................................... 26 7. Maximum Debt Authorization ................................................................................................ 26 C. Maximum Voted Interest Rate and Underwriting Discount. ................................................. 27 D. Interest Rate and Underwriting Discount Certification. ........................................................ 27 E. Disclosure to Purchasers. ......................................................................................................... 27 F. External Financial Advisor. ..................................................................................................... 27 G. Disclosure to Debt Purchasers. ............................................................................................ 28 H. Security for Debt. ................................................................................................................. 28 I. TABOR Compliance. ............................................................................................................... 28 J. Districts’ Operating Costs. ...................................................................................................... 28 X. REGIONAL IMPROVEMENTS ................................................................................................ 29 A. Regional Mill Levy Authority. ................................................................................................. 29 B. Regional Mill Levy Imposition. ............................................................................................... 29 C. City Notice Regarding Regional Improvements. .................................................................... 29 D. Regional Improvements Authorized Under Service Plan. ...................................................... 30 E. Expenditure of Regional Mil Levy Revenues. ......................................................................... 30 F. Regional Mill Levy Term. ........................................................................................................ 30 G. Completion of Regional Improvements. .............................................................................. 30 5 DN 3520023.1 Formatted: Left Formatted: Normal, Right H. City Authority to Require Imposition. ................................................................................ 30 I. Regional Mill Levy Not Included in Other Mill Levies. .......................................................... 30 J. Gallagher Adjustment.............................................................................................................. 30 XI. CITY FEES .............................................................................................................................. 31 XII. BANKRUPTCY LIMITATIONS ............................................................................................ 31 XIII. ANNUAL REPORTS AND BOARD MEETINGS ............................................................. 31 A. General. .................................................................................................................................... 31 B. Board Meetings. ....................................................................................................................... 31 C. Report Requirements. .............................................................................................................. 31 1. Narrative ................................................................................................................................ 31 2. Financial Statements .............................................................................................................. 32 3. Capital Expenditures .............................................................................................................. 32 4. Financial Obligations ............................................................................................................. 32 5. Board Contact Information ..................................................................................................... 32 6. Other Information .................................................................................................................. 32 D. Reporting of Significant Events. .............................................................................................. 32 E. Failure to Submit. .................................................................................................................... 33 XIV. SERVICE PLAN AMENDMENTS ..................................................................................... 33 XV. MATERIAL MODIFICATIONS ............................................................................................ 33 XVI. DISSOLUTION .................................................................................................................... 34 XVII. SANCTIONS ........................................................................................................................ 34 XIX. CONCLUSION .................................................................................................................... 35 XX. RESOLUTION OF APPROVAL ............................................................................................ 35 6 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBITS EXHIBIT A-1 Legal Description of District Model Service Plan for Multiple DistrictsNo. 1 Boundaries REVISED EXHIBIT A-2-5-19 Legal Description This model service plan template should be referenced in conjunction with the City of Fort Collins Policy for Reviewing Service Plans for Metropolitan Districts. Formatted: Left Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt Formatted: Centered, Space Before: 6 pt, After: 6 pt, Line spacing: single Formatted: Font: Times New Roman, 12 pt, Bold Formatted: Font: 12 pt, No underline Formatted: Font: 12 pt, Not Bold, No underline 7 DN 3520023.1 Formatted: Left Formatted: Normal, Right Table of Contents INTRODUCTION ............................................................................................................................5 Purpose and Intent ....................................................................................................................5 Need for District No. 2 Boundaries EXHIBIT A-3 Legal Description of District No. 3 Boundaries EXHIBIT A-4 Legal Description of District No. 4 Boundaries EXHIBIT A-5 Legal Description of District No. 5 Boundaries Objective of the City regarding District’s Service Plan ................................................................6 Relevant Intergovernmental Agreements ...................................................................................6 City Approvals ............................................................................................................................6 DEFINITIONS .................................................................................................................................6 BOUNDARIES AND LOCATION .......................................................................................................9 DESCRIPTION OF PROJECT, PLANNED DEVELOPMENT, PUBLIC BENEFIT & ASSESSED VALUATION10 Project and Planned Development .............................................................................................10 EXHIBIT A-6 Legal Description of District No. 6 Boundaries EXHIBIT B-1 District No. 1 Boundary Map EXHIBIT B-2 District No. 2 Boundary Map EXHIBIT B-3 District No. 3 Boundary Map EXHIBIT B-4 District No. 4 Boundary Map EXHIBIT B-5 District No. 5 Boundary Map EXHIBIT B-6 District No. 6 Boundary Map EXHIBIT C Legal Description of Inclusion Area EXHIBIT D Inclusion Area Boundary Map EXHIBIT E Vicinity Map EXHIBIT F Public Benefits 10Improvement Cost Estimates Assessed Valuation ....................................................................................................................11 INCLUSION OF LAND IN THE SERVICE AREA ..................................................................................11 DISTRICT GOVERNANCE ................................................................................................................11 AUTHORIZED AND PROHIBITED POWERS .....................................................................................11 Formatted: Font: Times New Roman, 12 pt Formatted: Normal, Indent: Left: 0", Tab stops: Not at 6" Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt Formatted: Normal, Indent: Left: 0", Tab stops: Not at 6" Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt 8 DN 3520023.1 Formatted: Left Formatted: Normal, Right General Grant of Powers ............................................................................................................11 Prohibited Improvements and Services and other Restrictions and Limitations ..........................12 Eminent Domain Restriction .............................................................................................12 Fee Limitation ..................................................................................................................12 Operations and Maintenance ............................................................................................12 Fire Protection Restriction ................................................................................................13 EXHIBIT G Public Safety Services Restriction 13Improvement Maps Grants from Governmental Agencies Restriction ...............................................................13 Golf Course Construction Restriction ................................................................................13 Television Relay and Translation Restriction ......................................................................13 Potable Water and Wastewater Treatment Facilities ........................................................13 Sales and Use Tax Exemption Limitation ...........................................................................13 Sub-district Restriction .....................................................................................................14 Privately Placed Debt Limitation .......................................................................................14 Special Assessments .........................................................................................................14 PUBLIC IMPROVEMENTS AND ESTIMATED COSTS ........................................................................14 Development Standards ............................................................................................................15 Contracting ................................................................................................................................15 Land Acquisition and Conveyance ..............................................................................................15 Equal Employment and Discrimination ......................................................................................16 FINANCIAL PLAN/PROPOSED DEBT ...............................................................................................16 EXHIBIT H Financial Plan 16 Mill Levies..................................................................................................................................16 Aggregate Mill Levy Maximum ..........................................................................................17 Regional Mill Levy Not Included in Other Mill Levies .........................................................17 Operating Mill Levy ...........................................................................................................17 Gallagher Adjustments ......................................................................................................17 Excessive Mill Levy Pledges ...............................................................................................17 Refunding Debt .................................................................................................................17 Formatted: Indent: First line: 0", Tab stops: Not at 6" Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt Formatted: Normal, Indent: Left: 0", Tab stops: Not at 6" Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt 9 DN 3520023.1 Formatted: Left Formatted: Normal, Right Maximum Debt Authorization ...........................................................................................17 Maximum Voted Interest Rate and Underwriting Discount ........................................................18 Interest Rate and Underwriting Discount Certification ...............................................................18 EXHIBIT I Public Benefits EXHIBIT J ......................................................................................................................... ............................................................................................................................................Disclos ure to Purchasers ......................................................................................................................18 External Financial Advisor ..........................................................................................................18 Disclosure to Debt Purchasers ...................................................................................................19 Security for Debt........................................................................................................................19 TABOR Compliance ....................................................................................................................19 District’s Operating Costs ...........................................................................................................19 Regional Improvements ................................................................................................................20 Regional Mill Levy Authority ......................................................................................................20 Regional Mill Levy Imposition ....................................................................................................20 City Notice Regarding Regional Improvements 20 Regional Improvements Authorized Under Service Plan .............................................................20 Expenditure of Regional Mill Levy Revenues ..............................................................................20 EXHIBIT K ................................................................................................................ ................................................................................................................................................Intergo vernmental Agreement ...............................................................................................................20 No Intergovernmental Agreement ...................................................................................21 Regional Mill Levy Term .............................................................................................................21 Completion of Regional Improvements ......................................................................................21 City Authority to Require Imposition ..........................................................................................21 Regional Mill Levy Not Included in Other Mill Levies ..................................................................21 Gallagher Adjustment ................................................................................................................21 City Fees .......................................................................................................................................21 Bankruptcy Limitations .................................................................................................................21 Annual Reports and Board Meetings ............................................................................................22 General......................................................................................................................................22 Board Meetings .........................................................................................................................22 Formatted: Font: Times New Roman, 12 pt Formatted: Normal, Indent: Left: 0", Tab stops: Not at 6" Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt 10 DN 3520023.1 Formatted: Left Formatted: Normal, Right Report Requirements ................................................................................................................22 Narrative ..........................................................................................................................22 Financial Statements ........................................................................................................22 Capital Expenditures ........................................................................................................22 Financial Obligations .........................................................................................................22 Board Contact Information ...............................................................................................23 Other Information .............................................................................................................23 Reporting of Significant Events ..................................................................................................23 Failure to Submit .......................................................................................................................23 Service Plan Amendments ............................................................................................................23 Material Modifications .................................................................................................................24 Dissolution ....................................................................................................................................24 Sanctions ......................................................................................................................................25 Intergovernmental Agreement with City ....................................................................................25 Conclusion ....................................................................................................................................25 Resolution of Approval 26 Formatted: Font: Times New Roman, 12 pt, Not Bold Formatted: Tab stops: Not at 6" Formatted: Not Highlight 11 DN 3520023.1 Formatted: Left Formatted: Normal, Right I. INTRODUCTION A. Purpose and Intent. The Districts, which are intended to be independent units of local government separate and distinct from the City, are governed by this Service Plan, the Special District Act and other applicable State law. Except as may otherwise be provided by State law, City Code or this Service Plan, the Districts’ activities are subject to review and approval by the City Council only insofar as they are a material modification of this Service Plan under C.R.S. Section 32-1-207 of the Special District Act. It is intended that the Districts will provide all or part of the Public Improvements for the Project for the use and benefit of all anticipated inhabitants and taxpayers of the DistrictDistricts. The primary purpose of the Districts will be to finance the construction of these Public Improvements by the issuance of Debt. It is also intended under this Service Plan that no District shall be authorized to issue any Debt, impose a Debt Mill Levy, Operating Mill Levy or impose any Fees for payment of theon Debt unless and until the delivery of the applicable Public Benefits described in Section IV.B. of this Service Plan has been secured in accordance with Section IV.B. of this Service Plan. It is further intended that this Service Plan also requires the Districts to pay a portion of the cost of the Regional Improvements, as provided in Section X of this Service Plan, as part of ensuring that those privately-owned properties to be developed in the DistrictDistricts that benefit from the Regional Improvements pay a reasonable share of the associated costs. The Districts are not intended to provide ongoing operations and maintenance services except as expressly authorized in this Service Plan. It is the intent of the Districts to dissolve upon payment or defeasance of all Debt incurred or upon a court determination that adequate provision has been made for the payment of all Debt, except that if the Districts are authorized in this Service Plan to perform continuing operating or maintenance functions, the Districts shall continue in existence for the sole purpose of providing such functions and shall retain only the powers necessary to impose and collect the taxes or Fees authorized in this Service Plan to pay for the costs of those functions. It is intended that the Districts shall comply with the provisions of this Service Plan and that the City may enforce any non-compliance with these provisions as provided in SectionSections XVII and XVIII of this Service Plan. B. Need for the Districts. Formatted: Level 1 Formatted: Level 2, Indent: Left: 0.5", Hanging: 0.5" Formatted: Font color: Black, Character scale: 100%, Highlight Formatted: Right: 0.08" Formatted: Level 2, Indent: Left: 0.5", Hanging: 0.5", Tab stops: 1", Left + Not at 1.05" + 1.05" 12 DN 3520023.1 Formatted: Left Formatted: Normal, Right There are currently no other governmental entities, including the City, located in the immediate vicinity of the Districts that consider it desirable, feasible or practical to undertake the planning, design, acquisition, construction, installation, relocation, redevelopment and financing of the Public Improvements needed for the Project. Formation of the Districts is therefore necessary in order for the Public Improvements required for the Project to be provided in the most economic manner possible. C. Objective of the City Regarding Districts’ Service Plan. The City’s objective in approving this Service Plan is to authorize the Districts to provide for the planning, design, acquisition, construction, installation, relocation and redevelopment of the Public Improvements from the proceeds of Debt to be issued by the Districts but in doing so, to also establish in thisthe Service Plan the means by which both the Regional Improvements and the Public Benefits will be provided. Except as specifically provided in this Service Plan, all Debt is expected to be repaid by taxes and Fees imposed and collected for no longer than the Maximum Debt Mill Levy Imposition Term for residential properties, and at a tax mill levy no higher than the Maximum Debt Mill Levy. Fees imposed for the payment of Debt shall be due no later than upon the issuance of a building permit unless a majority of the Board which imposes such a Fee is composed of End Users as provided in Section VII.B.2 of this Service Plan.. Debt which is issued within these parameters and, as further described in the Financial Plan, will insulate property owners from excessive tax and Fee burdens to support the servicing of the Debt and will result in a timely and reasonable discharge of the Debt. D. Relevant Intergovernmental Agreements. [Add description of any relevant intergovernmental agreements.] E. D. City Approvals. Any provision in this Service Plan requiring “City” or “City Council” approval or consent shall require the City Council’s prior written approval or consent exercised in its sole discretion. Any provision in this Service Plan requiring “City Manager” approval or consent shall require the City Manager’s prior written approval or consent exercised in the City Manager’s sole discretion. II. DEFINITIONS In this Service Plan, the following words, terms and phrases which appear in a capitalized format shall have the meaning indicated below, unless the context clearly requires otherwise: Aggregate Mill Levy: means the total mill levy resulting from adding the Districts’a District’s Debt Mill Levy and Operating Mill Levy. The Districts’A District’s Aggregate Mill Levy does not include any Regional Mill Levy that the District may levy. Aggregate Mill Levy Maximum: means the maximum number of combined mills that the Districtsa District may each levy for theirits Debt Mill Levy and Operating Mill Levy, at a rate not to exceed the limitation set in Section IX.B.1 of this Service Plan. Formatted: Level 2, Indent: Left: 0.5", Hanging: 0.5" Formatted: Font: Times New Roman, 12 pt, Bold, Font color: Auto Formatted: List Paragraph, Level 2, Indent: Left: 1", Space Before: 0.45 pt, No widow/orphan control, Don't adjust space between Latin and Asian text, Don't adjust space between Asian text and numbers, Tab stops: 1.04", Left + 1.04", Left Formatted: Level 2, Indent: Left: 0.5", Hanging: 0.5" Formatted: Level 1 13 DN 3520023.1 Formatted: Left Formatted: Normal, Right Approved Development Plan: means a City-approved development plan or other land-use application required by the City Code for identifying, among other things, public improvements necessary for facilitating the development of property within the Service Area, which plan shall include, without limitation, any development agreement required by the City Code. Board or Boards: means the duly constituted Boardboard of directors of a District or the Boards of Directors of the Districts, or the boards of directors of all of the Districts, in the aggregate. Bond, Bonds or Debt: means bonds, notes or other multiple fiscal year financial obligations for the payment of which a District has promised to impose an ad valorem property tax mill levy, Fees or other legally available revenue. Such terms do not include contracts through which a District procures or provides services or tangible property. City: means the City of Fort Collins, Colorado, a home rule municipality. City Code: means collectively the City’s Municipal Charter, Municipal Code, Land Use Code and ordinances as all are now existing and hereafter amended. City Council: means the City Council of the City. City Manager: means the City Manager of the City. C.R.S.: means the Colorado Revised Statutes. Debt Mill Levy: means a property tax mill levy imposed on Taxable Property by the Districtswithin a District for the purpose of paying Debt as authorized in this Service Plan, at a rate not to exceed the limitations set in Section IX.B of this Service Plan. Developer: means a person or entity that is the owner of property or owner of contractual rights to property in the Service Area that intends to develop the property. District: means any one of the [Names of Districts], individually,following metropolitan districts: Mulberry Metropolitan District No. 1, Mulberry Metropolitan District No. 2, Mulberry Metropolitan District No. 3, Mulberry Metropolitan District No. 4, Mulberry Metropolitan District No. 5, and Mulberry Metropolitan District No. 6, as each are organized under and governed by this Service Plan. Districts: means the [Names of Districts], collectively, organized and governed under this Service Plan. District No. 1 Boundaries: means the boundaries of the area legally described in Exhibit “A-1” attached hereto and incorporated by reference and as depicted in the District No. 1 Boundary Map. District No. 2 Boundaries: means the boundaries of the area legally described in Exhibit “A-2” attached hereto and incorporated by reference and as depicted in the District No. 2 Boundary Map. Formatted: Font: Not Bold 14 DN 3520023.1 Formatted: Left Formatted: Normal, Right District No. 3 Boundaries: means the boundaries of the area legally described in Exhibit “A-3” attached hereto and incorporated by reference and as depicted in the District No. 3 Boundary Map. District No. 4 Boundaries: means the boundaries of the area legally described in Exhibit “A-4” attached hereto and incorporated by reference and as depicted in the District No. 4 Boundary Map. District No. 5 Boundaries: means the boundaries of the area legally described in Exhibit “A-5” attached hereto and incorporated by reference and as depicted in the District No. 5 Boundary Map. District No. 6 Boundaries: means the boundaries of the area legally described in Exhibit “A-6” attached hereto and incorporated by reference and as depicted in the District No. 6 Boundary Map. District No. 1 Boundary Map: means the map of the District No. 1 Boundaries attached hereto as Exhibit “B-1” and incorporated by reference. District No. 2 Boundary Map: means the map of the District No. 2 Boundaries attached hereto as Exhibit “B-2” and incorporated by reference. District No. 3 Boundary Map: means the map of the District No. 3 Boundaries attached hereto as Exhibit “B-3” and incorporated by reference. District No. 4 Boundary Map: means the map of the District No. 4 Boundaries attached hereto as Exhibit “B-4” and incorporated by reference. District No. 5 Boundary Map: means the map of the District No. 5 Boundaries attached hereto as Exhibit “B-5” and incorporated by reference. District No. 6 Boundary Map: means the map of the District No. 6 Boundaries attached hereto as Exhibit “B-6” and incorporated by reference. Districts: means Mulberry Metropolitan District No. 1, Mulberry Metropolitan District No. 2, Mulberry Metropolitan District No. 3, Mulberry Metropolitan District No. 4, Mulberry Metropolitan District No. 5, and Mulberry Metropolitan District No. 6, collectively, organized under and governed by this Service Plan. End User: means any owner, or tenant of any owner, of any property within the Districtsa District, who is intended to become burdened by the imposition of ad valorem property taxes and/or Fees. By way of illustration, a resident homeowner, renter, commercial property owner or commercial tenant is an End User. A Developer and any person or entity that constructs homes or commercial structures is not an End User. External Financial Advisor: means a consultant that: (1) is qualified to advise Colorado governmental entities on matters relating to the issuance of securities by Colorado governmental entities including matters such as the pricing, sales and marketing of such securities and the procuring of bond ratings, credit enhancement and insurance in respect of such securities; (2) shall be an underwriter, investment banker, or individual listed as a public finance advisor in the Bond Buyer’s Municipal Market Place or, in the City’s sole discretion, other recognized publication as a provider of financial projections; and (3) is 15 DN 3520023.1 Formatted: Left Formatted: Normal, Right not an officer or employee of the Districts or an underwriter of the Districts’ Debt. Fees: means the fees, rates, tolls, penalties and charges the Districts area District is authorized to impose and collect under this Service Plan. Financial Plan: means the Financial Plan described in Section IX of this Service Plan which was prepared or approved by [Name], an External Financial Advisor,by D.A. Davidson and Co. in accordance with the requirements of this Service Plan and describes (a) how the Public Improvements are to be financed; (b) how the Debt is expected to be incurred; and (c) the estimated operating revenue derived from property taxes and any Fees for the first budget year through the year in which all District Debt is expected to be defeased or paid in the ordinary course. Inclusion Area Boundaries: means the boundaries of the property that is anticipated to be added to the Districts’ Boundariesone or more of the District’s boundaries after the Districts’ organization, which property is legally described in Exhibit “C” attached hereto and incorporated by reference and depicted in the map attached hereto as Exhibit “D” and incorporated herein by reference. Maximum Debt Authorization: means the total Debt the Districts are permitted to issue as set forth in Section IX.B.7 of this Service Plan. Maximum Debt Mill Levy Imposition Term: means the maximum term during which the Districts’a District’s Debt Mill Levy may be imposed on property developed in the Service Area for residential use, which shall include residential properties in mixed-use developments. This maximum term shall not exceed forty (40) years from December 31 of the year this Service Plan is approved by City Council. Operating Mill Levy: means a property tax mill levy imposed on Taxable Property for the purpose of funding the Districts’a District’s administration, operations and maintenance as authorized in this Service Plan, including, without limitation, repair and replacement of Public Improvements, and imposed at a rate not to exceed the limitations set forth in Section IX.B of this Service Plan. Planned Development: means the private development or redevelopment of the properties in the Service Area, commonly referred to as the [Name] developmentMulberry Development, under an Approved Development Plan. Project: means the installation and construction of the Public Improvements for the Planned Development. Public Improvements: means the improvements and infrastructure the Districts are authorized by this Service Plan to fund and construct for the Planned Development to serve the future taxpayers and inhabitants of the Districts, except as specifically prohibited or limited in this Service Plan. Public Improvements shall include, without limitation, the improvements and infrastructure described in Exhibit “EF” attached hereto and incorporated by reference. Public Improvements do not include Regional Improvements. Regional Improvements: means any regional public improvement identified by the City, as provided in Section X of this Service Plan, for funding, in whole or part, by a Regional 16 DN 3520023.1 Formatted: Left Formatted: Normal, Right Mill Levy levied by the Districts, including, without limitation, the public improvements described in Exhibit “FI” attached hereto and incorporated by reference. Regional Mill Levy: means the property tax mill levy imposed on Taxable Property for the purpose of planning, designing, acquiring, funding, constructing, installing, relocating and/or redeveloping the Regional Improvements and/or to fund the administration and overhead costs related to the Regional Improvements as provided in Section X of this Service Plan. Service Area: means the property collectively within the District No. 1 Boundaries, the District No. 2 Boundaries, the District No. 3 Boundaries, District No. 4 Boundaries, District No. 5 Boundaries, and District No. 6 Boundaries and the property in the Inclusion Area Boundaries when it is added, in whole or part, to one or more of the Districts’ boundaries, all as may be amended from time to time as further set forth in this Service Plan and the Special District Act. Special District Act: means Article 1 in Title 32 of the Colorado Revised Statutes, as amended. Service Plan: means this service plan for the Districts approved by the City Council. Service Plan Amendment: means a material modification of the Service Plan approved by the City Council in accordance with the Special District Act, this Service Plan and any other applicable law. State: means the State of Colorado. TABOR: means Colorado’s Taxpayer’s Bill of Rights in Article X, Section 20 of the Colorado Constitution. Taxable Property: means the real and personal property within the Service Area that will be subject to the ad valorem property taxes imposed by the Districts., including the real and personal property within the Inclusion Area Boundaries when added to one or more of the District’s boundaries that will also be subject to the ad valorem property taxes imposed by the Districts. TABOR: means Colorado’s Taxpayer’s Bill of Rights in Article X, Section 20 of the Colorado Constitution. Vicinity Map: means the map attached hereto as Exhibit “GE” and incorporated by reference depicting the location of the Service Area within the regional area surrounding it. III. BOUNDARIES AND LOCATION The area of the Service Area, without the Inclusion Area Boundaries, includes approximately [Insert Number]226 acres and the total area proposed to be included in the Inclusion Area Boundaries is approximately [Insert Number]74 acres. A legal description and map of each of the Districts’ boundaries District No. 1 Boundaries are attached hereto as ExhibitsExhibit A-1, and Exhibit B-1, respectively; a legal description and map of the District Formatted: Font: Bold Formatted: Level 1, Keep with next Formatted: Keep with next Formatted: Font: Bold Formatted: Font: Bold 17 DN 3520023.1 Formatted: Left Formatted: Normal, Right No. 2 Boundaries are attached hereto as Exhibit A-2 and Exhibit B-2, respectively; a legal description and map of the District No. 3 Boundaries are attached hereto as Exhibit A-3 and Exhibit B-1, B-2 and B-3, respectively.; a legal description and map of the District No. 4 Boundaries are attached hereto as Exhibit A-4 and Exhibit B-4, respectively; a legal description and map of the District No. 5 Boundaries are attached hereto as Exhibit A-5 and Exhibit B-5, respectively; and a legal description and map of the District No. 6 Boundaries are attached hereto as Exhibit A-6 and Exhibit B-6, respectively. A legal description and map of the Inclusion Area Boundaries are attached hereto as Exhibit C and Exhibit D, respectively. It is anticipated that thea District’s boundaries of the Districts may expand or contract from time to time as the Districts undertake inclusions or exclusions pursuant to the Special District Act, subject to the limitations set forth in Section V of this Service Plan. The location of the Service Area is depicted in the vicinity map attached as Exhibit GE. IV. DESCRIPTION OF PROJECT, PLANNED DEVELOPMENT, PUBLIC BENEFITS & ASSESSED VALUATION A. Project and Planned Development. [Describe the nature of the Project and Planned Development, estimated population at build out, timeline for development, estimated assessed value after 5 and 10 years and estimated sales tax revenue. Also, please identify all plans, including but not limited to Citywide Plans, Small Area Plans, and General Development Plans that apply to any portion of the Districts’ Boundaries or Inclusion Area Boundaries and describe how the Project and Planned Development are consistent with the applicable plans. Please state if the proposed Districts are to be located within an urban renewal area and if the proposed development is anticipating the use of tax increment financing (TIF). If the Districts intend to pursue TIF, please provide information on how the TIF financing will interact with the Districts’ financing and how the necessary Public Improvements will be shared across the two funding sources.] The Mulberry Development is a proposed 226-acre, mixed-use community located north of Mulberry Street along both sides of Greenfields Drive, otherwise known as the “Mulberry Corridor.” The Mulberry Corridor is a primary gateway into the City of Fort Collins, and in its current state, does not represent the City’s development standards. The Developer would like to initiate redevelopment of Mulberry Corridor to meet the City’s high development standards and catalyze redevelopment in the surrounding areas by incorporating several critical City objectives and plans into the Planned Development. The Planned Development incorporates the goals of the following plans: the East Mulberry Corridor Plan, the City’s Transportation Master Plan, the City’s Master Street Plan, the Nature in the City Strategic Plan, the City Structure Plan, the Natural Areas Master Plan, and the Paved Recreational Trail Master Plan. The current Preliminary Development Plan for the Planned Development includes approximately 1,600 residences, including single-family detached, single-family attached, and multi-family living options, of which a minimum of fifteen percent (15%) will be designated and sold or leased as affordable. In addition, the Developer intends to implement design standards, Formatted: Font: Not Bold Formatted: Level 1, Keep with next Formatted: Keep with next Formatted: Level 2, Keep with next 18 DN 3520023.1 Formatted: Left Formatted: Normal, Right construction strategies, and innovative land planning to lower the overall cost of housing in the community. The estimated population at build-out is 4,000. In addition, the current Preliminary Development Plan for the Planned Development provides for a neighborhood town center with a central pedestrian-oriented market street acting as the continuation of the central north-south greenway running through the community, which shall include: (i) approximately 20-30 acres of retail, commercial, and office uses; (ii) approximately 230,000 square feet of retail and commercial uses, including a neighborhood-scaled grocery store; and (iii) approximately 86,000 square feet of office uses integrated into the market street. The Planned Development also provides for significant open space, including amenitized parks and natural areas, and an extensive trail corridor and pedestrian network which will provide internal community connectivity and walkability as well as links to the surrounding Fort Collins community. Construction of the Mulberry Development is planned to be completed by year 2028. In accordance with the Financial Plan, the estimated assessed valuation of the Planned Development in 2024 is estimated to be $14,955,749 for residential and $0.00 for commercial, and in 2029 it is estimated to be $41,584,214 for residential and $23,688,792 for commercial. Approval of this Service Plan by the City Council does not imply approval of the development of any particular land-use for any specific area within the Districts. Any such approval must be contained within an Approved Development Plan. B. Public Benefits. In addition to providing a portion of the Public Improvements described in Exhibit F and the Regional Improvements, the organization of the Districts is intended to enable the Project towill deliver a number of extraordinary direct and indirectseveral public benefits, including: [Describe Public Benefits] (collectively, the “Public Benefits”). The Public Benefits to be enabled under this to the community in accordance with the City’s Metro District Service Plan Policy. The public benefits include, but are not limited to, developing critical on-site and off-site public infrastructure, employing high quality and Smart Growth practices, creating affordable housing units, creating attainable housing units to support the workforce, and incorporating Environmental Sustainability through energy conservation, water conservation, and enhanced community resiliency, all of which are specifically described in Exhibit JI attached hereto and incorporated herein by this reference. (collectively, the “Public Benefits”). Therefore, notwithstanding any provision to the contrary contained in this Service Plan, no District shall be authorized to issue any Debt or to impose a Debt Mill Levy or any Fees for payment of Debt unless and until the delivery of the Public Benefits specifically related to the phase of the Planned Development of aor portion of the Project to be financed with such Debt, Debt Mill Levy or Fees, are secured in a manner approved by the City Council. To satisfy this precondition to the issuance of Debt and to the imposition of the Debt Mill Levy and Fees, delivery of the Public Benefits for each phase of the Project and the Planned Development must be secured by one of the following methods, as applicable: Formatted: Indent: Left: 0", First line: 0.5" Formatted: Level 2 Formatted: Space After: 8 pt Formatted: Font color: Auto Formatted: Font color: Auto Formatted: Font: Not Bold, Font color: Auto Formatted: Font color: Auto Formatted: Font color: Auto Formatted: Font color: Auto Formatted: Indent: First line: 0", Space After: 8 pt 19 DN 3520023.1 Formatted: Left Formatted: Normal, Right 1. For any portion of the Public Benefits to be provided by one or more of the Districts, each such District must enter into an intergovernmental agreement with the City by either (i) agreeing to provide those Public Benefits as a legally enforceable multiple- fiscal year obligation of the District under TABOR, or by (ii) securing performance of that obligation with a surety bond, letter of credit, or other security acceptable to the City, and any such intergovernmental agreement must be approved by the City Council by resolution; 2. For any portion of the Public Benefits to be provided by one or more Developers of the Planned Development, each such Developer must either (i) enter into a development agreement with the City under the Developer’s applicable Approved Development Plan, which agreement must legally obligate the Developer to provide those Public Benefits before the City is required to issue building permits and/or certificates of occupancy for structures to be built under the Approved Development Plan for that phase of the Planned Development, or (ii) secure such obligations with a surety bond, letter of credit, or other security acceptable to the City, and all such development agreements must be approved by the City Council by resolution; or 3. For any portion of the Public Benefits to be provided in part by one or more of the Districts in the Project and in part by one or more of the Developers in the Planned Development or Project, an agreement between the City and, the affected District(s)), and Developersthe Developer(s) that secures such Public Benefits as legally binding obligations using the methods described in subsections 1 and 2 above, and all such agreements must be approved by the City Council by resolution. C. Assessed Valuation. The current assessed valuation of the Service Area is approximately [Dollar Amount]$73,871 and, at build out, is expected to be [Dollar Amount].$65,273,006. These amounts are expected to be sufficientenough to reasonably discharge the Debt as demonstrated in the Financial Plan. V. INCLUSION OF LAND IN THE SERVICE AREA Other than the real property in the Inclusion Area Boundaries, the DistrictDistricts shall not includeadd any real property intoto the Service Area without the City Council’s prior writtenCity’s approval and in compliance with the Special District Act. Provided, however, that any real property within the Inclusion Area Boundary shall not be added to the boundaries of any District without such real property having first been duly annexed into the City’s boundaries. Once thea District has issued Debt, it shall not exclude real property from the Districts’District’s boundaries without the prior written consent of the City Council. Formatted: Space After: 8 pt, Add space between paragraphs of the same style, Numbered + Level: 1 + Numbering Style: 1, 2, 3, … + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Indent at: 0.75" Formatted: Space After: 8 pt, Add space between paragraphs of the same style, Numbered + Level: 1 + Numbering Style: 1, 2, 3, … + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Indent at: 0.75" Formatted: Space After: 8 pt, Numbered + Level: 1 + Numbering Style: 1, 2, 3, … + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Indent at: 0.75" Formatted: List Paragraph, Level 2, Indent: Left: 0.75", First line: 0" Formatted: Level 2 Formatted: Font: Bold, Condensed by 0.2 pt Formatted: Level 1 20 DN 3520023.1 Formatted: Left Formatted: Normal, Right VI. DISTRICT GOVERNANCE The Districts’ BoardsA District’s Board shall be comprised of persons who are a qualified “eligible electorselector” of the DistrictsDistrict as provided in the Special District Act. It is anticipated that, over time, the End Users who are eligible electors will assume direct electoral control of the Districts’ Boards as development of the Service Area progresses. The Districts shall not enter into any agreement by which the End Users’ electoral control of any of the Boards is removed or diminished. VII. AUTHORIZED AND PROHIBITED POWERS A. General Grant of Powers. The Districts shall have the power and authority to provide the Public Improvements, the Regional Improvements and related operation and maintenance services, within and without the Service Area, as such powers and authorities are described in the Special District Act, other applicable State law, common law and the Colorado Constitution, subject to the prohibitions, restrictions and limitations set forth in this Service Plan. If, after the Service Plan is approved, any State law is enacted to grant additional powers or authority to metropolitan districts by amendment of the Special District Act or otherwise, such powers and authority shall not be deemed to be a part hereof. These new powers and authority shall only be available to be exercised by the Districtsa District if the City Council first approves a Service Plan Amendment to specifically allow the exercise of such powers or authority by the DistrictsDistrict. B. B. Prohibited Improvements and Services and other Restrictions and Limitations. The Districts’ powers and authority under this Service Plan to provide Public Improvements and services and to otherwise exercise its other powers and authority under the Special District Act and other applicable State law, are prohibited, restricted and limited as hereafter provided. Failure to comply with these prohibitions, restrictions and limitations shall constitute a material modification under this Service Plan and shall entitle the City to pursue all remedies available at law and in equity as provided in Sections XVII and XVIII of this Service Plan: 1. Eminent Domain Restriction The Districts shall not exercise their statutory power of eminent domain without first obtaining resolution approval from the City Council. This restriction on the Districts’ exercise of thetheir eminent domain power is being voluntarily acquiesced to by the Districts and shall not be interpreted in any way as a limitation on the Districts’ sovereign powers and shall not negatively affect the Districts’ status as a political subdivisionsubdivisions of the State as conferred by the Special District Act. 2. Fee Limitation Formatted: Level 1 Formatted: Level 1 Formatted: Level 2 Formatted: No underline Formatted: Body Text, Indent: Left: 0", Space Before: 0.05 pt, After: 0 pt Formatted: Body Text, Indent: First line: 0.44", Space Before: 0.05 pt Formatted: Level 3, Keep with next Formatted: Keep with next Formatted: Level 3 21 DN 3520023.1 Formatted: Left Formatted: Normal, Right Any Fees imposed for the repayment of Debt, if authorized by this Service Plan, shall not be imposed by the Districts upon or collected from an End User. In addition, Fees imposed for the payment of Debt shall not be imposed unless and until the requirements for securing the delivery of the District’s portion of the Public Benefits have been satisfied in accordance with Section IV.B of this Service Plan. Notwithstanding the foregoing, this Fee limitation shall not apply to any Fee imposed to fund the operation, maintenance, repair or replacement of Public Improvements or the administration of the Districts. 3. Operations and Maintenance The primary purpose of the Districts is to plan for, design, acquire, construct, install, relocate, redevelop and finance the Public Improvements. The Districts shall dedicate the Public Improvements to the City or other appropriate jurisdiction or owners’ association in a manner consistent with the Approved Development Plan and the City Code, provided that nothing herein requires the City to accept a dedication. The Districts are each specifically authorized to operate and maintain all or any part or all of the Public Improvements not otherwise conveyed or dedicated to the City or another appropriate governmental entity until the such time as the District is dissolved. 4. Fire Protection Restriction The Districts are not authorized to plan for, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain fire protection facilities or services, unless such facilities and services are provided pursuant to an intergovernmental agreement with the Poudre Fire Authority. The authority to plan for, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain fire hydrants and related improvements installed as part of the Project’s water system shall not be limited by this subsection. 5. Public Safety Services Restriction The Districts are not authorized to provide policing or other security services. However, the DistrictDistricts may, pursuant to C.R.S. § 32-1-1004(7), as amended, furnish security services pursuant to an intergovernmental agreement with the City. 6. Grants from Governmental Agencies Restriction The Districts shall not apply for grant funds distributed by any agency of the United States Government or the State without the prior written approval of the City Manager. This does not restrict the collection of Fees for services provided by the Districts to the United States Government or the State. 7. Golf Course Construction Restriction Acknowledging that the City has financed public golf courses and desires to coordinate the construction of public golf courses within the City’s boundaries, the Districts shall Formatted: Level 3 Formatted: Level 3 Formatted: Level 3 Formatted: Level 3, Keep with next Formatted: Keep with next Formatted: Level 3 22 DN 3520023.1 Formatted: Left Formatted: Normal, Right not be authorized to plan, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain a golf course unless such activity is pursuant to an intergovernmental agreement with the City approved by the City Council. 8. Television Relay and Translation Restriction The Districts are not authorized to plan for, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain television relay and translation facilities and services, other than for the installation of conduit as a part of a street construction project, unless such facilities and services are provided pursuant to prior written approval from the City Council as a Service Plan Amendment. 9. Potable Water and Wastewater Treatment Facilities Acknowledging that the City and other existing special districts operating within the City currently own and operate treatment facilities for potable water and wastewater that are available to provide services to the Service Area, the Districts shall not plan, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain such facilities without obtaining the City Council’s prior written approval either by intergovernmental agreement or as a Service Plan Amendment. 10. Sales and Use Tax Exemption Limitation The Districts shall not exercise any sales and use tax exemption otherwise available to the Districts under the City Code. 11. Sub-district Restriction The Districts shall not create any sub-district pursuant to the Special District Act without the prior written approval of the City Council. 12. Privately Placed Debt Limitation Prior to the issuance of any privately placed Debt, the Districts shall obtain the certification of an External Financial Advisor substantially as follows: We are [I am] an External Financial Advisor within the meaning of the District’s Service Plan. We [I] certify that (1) the net effective interest rate (calculated as defined in C.R.S. Section 32-1-103(12)) to be borne by [insert the designation of the Debt] does not exceed a reasonable current [tax- exempt] [taxable] interest rate, using criteria deemed appropriate by us [me] and based upon our [my] analysis of comparable high yield securities; and (2) the structure of [insert designation of the Debt], including maturities and early redemption provisions, is reasonable considering the financial circumstances of the District. Formatted: Level 3 Formatted: Level 3 Formatted: Level 3 Formatted: Level 3 Formatted: Level 3 23 DN 3520023.1 Formatted: Left Formatted: Normal, Right 13. Special Assessments The Districts shall not impose special assessments without the prior written approval of the City Council. VIII. PUBLIC IMPROVEMENTS AND ESTIMATED COSTS Exhibit EF summarizes the type of Public Improvements that are projected to be constructed and/or installed by the Districts. The cost, scope, and definition of such Public Improvements may vary over time. The total estimated costs of Public Improvements, as set forth in Exhibit HF, excluding any improvements paid for by the Regional Mill Levy necessary to serve the Planned Development, are approximately [Dollar Amount] in [Year] dollars and total approximately [Dollar Amount] in the anticipated year of construction dollars.$104,712,037 in 2019 dollars. The cost estimates are based upon preliminary engineering, architectural surveys, and reviews of the Public Improvements set forth in Exhibit EF and include all construction cost estimates together with estimates of costs such as land acquisition, engineering services, legal expenses and other associated expenses. Maps of the anticipated location, operation, and maintenance of Public Improvements are attached hereto as Exhibit IG. Changes in the Public Improvements or cost, which are approved by the City in an Approved Development Plan and any agreement approved by the City Council pursuant to Section IV.B of this Service Plan, shall not constitute a Service Plan Amendment. In addition, due to the preliminary nature of the Project, the City shall not be bound by this Service Plan in reviewing and approving the Approved Development Plan and the Approved Development Plan shall supersede the Service Plan with regard to the cost, scope, and definition of Public Improvements. Provided, however, any agreement approved and entered into underpursuant to Section IV.B of this Service Plan for the provision of a Public Improvement that is also a Public Benefit, shall supersede both this Service Plan and the applicable Approved Development Plan. Except as otherwise provided by an agreement approved under Section IV.B of this Service Plan: (i) the design, phasing of construction, location and completion of Public Improvements will be determined by the Districts to coincide with the phasing and development of the Planned Development and the availability of funding sources; (ii) the Districts may, in their discretion, phase the construction, completion, operation, and maintenance of Public Improvements or defer, delay, reschedule, rephase, relocate or determine not to proceed with the construction, completion, operation, and maintenance of Public Improvements, and such actions or determinations shall not constitute a Service Plan Amendment; and (iii) the DistrictDistricts shall also be permitted to allocate costs between such categories of the Public Improvements as deemed necessary in itstheir discretion. The Public Improvements shall be listed using an ownership and maintenance matrix in Exhibit EF, either individually or categorically, to identify the ownership and maintenance responsibilities of the Public Improvements. The City Code has development standards, contracting requirements and other legal requirements related to the construction and payment of public improvements and related to certain operation activities. Relating to these, the Districts shall comply with the following requirements: A. Development Standards. Formatted: Level 3 Formatted: Level 1 Formatted: Level 2 24 DN 3520023.1 Formatted: Left Formatted: Normal, Right The Districts shall ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the City Code and of other governmental entities having proper jurisdiction, as applicable. The Districts directly, or indirectly through any Developer, will obtain the City’s approval of civil engineering plans and will obtain applicable permits for construction and installation of Public Improvements prior to performing such work. Unless waived by the City Council, the Districts shall be required, in accordance with the City Code, to post a surety bond, letter of credit, or other approved development security for any Public Improvements to be constructed by the Districts. Such development security may be released in the City ManagersManager’s discretion when the constructing District has obtained funds, through Debt issuance or otherwise, adequate to insure the construction of the Public Improvements, unless such release is prohibited by or in conflict with any City Code provision, State law or any agreement approved and entered into under Section IV.B of this Service Plan. Any limitation or requirement concerning the time within which the City must review the Districts’ proposalsproposal or applicationsapplication for an Approved Development Plan or other land use approval is hereby waived by the Districts. B. Contracting. The Districts shall comply with all applicable State purchasing, public bidding and construction contracting requirements and limitations. C. Land Acquisition and Conveyance. The purchase price of any land or improvements acquired by the Districts from the Developer shall be no more than the then-current fair market value as confirmed by an independent MAI appraisal for land and by an independent professional engineer for improvements. Land, easements, improvements and facilities conveyed to the City shall be free and clear of all liens, encumbrances and easements, unless otherwise approved by the City Manager prior to conveyance. All conveyances to the City shall be by special warranty deed, shall be conveyed at no cost to the City, shall include an ALTA title policy issued to the City, shall meet the environmental standards of the City and shall comply with any other conveyance prerequisites required in the City Code. D. Equal Employment and Discrimination. In connection with the performance of all acts or activities hereunder, the Districts shall not discriminate against any person otherwise qualified with respect to its hiring, discharging, promoting or demoting or in matters of compensation solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, gender identity or gender expression, marital status, or physical or mental disability, and further shall insert the foregoing provision in contracts or subcontracts entered into by the Districts to accomplish the purposes of this Service Plan. IX. FINANCIAL PLAN/PROPOSED DEBT Formatted: Level 2 Formatted: Level 2 Formatted: Level 2 Formatted: Level 1 25 DN 3520023.1 Formatted: Left Formatted: Normal, Right This Section IX of the Service Plan describes the nature, basis, method of funding and financing limitations associated with the acquisition, construction, completion, repair, replacement, operation and maintenance of Public Improvements. A. Financial Plan. The Districts’ Financial Plan, attached as Exhibit JH and incorporated by reference, reflects the Districts’ anticipated schedule for incurring Debt to fund Public Improvements in support of the Project. The Financial Plan also reflects the schedule of all anticipated revenues flowing to the Districts derived from the Districts’ mill levies, Fees imposed by the Districts, specific ownership taxes, and all other anticipated legally available revenues. The Financial Plan is based on economic, political and industry conditions as they presently exist and reasonable projections and estimates of future conditions. These projections and estimates are not to be interpreted as the only method of implementation of the District’s goals and objectives but rather a representation of one feasible alternative. Other financial structures may be used so long as they are in compliance with this Service Plan. The Financial Plan incorporates all of the provisions of this ArticleSection IX. Based upon the assumptions contained therein, the Financial Plan projects the issuance of Bonds to fund Public Improvements and anticipated Debt repayment based on the development assumptions and absorptions of the property in the Service Area by End Users. The Financial Plan anticipates that the Districts will acquire, construct, and complete all Public Improvements needed to serve the Service Area. The Financial Plan demonstrates that the Districts will have the financial ability to discharge all Debt to be issued as part of the Financial Plan on a reasonable basis. Furthermore, the Districts will secure the certification of an External Financial Advisor who will provide an opinion as to whether such Debt issuances are in the best interest of the Districts at the time of issuance. B. Mill Levies. It is anticipated that the Districtseach District will impose a Debt Mill Levy and an Operating Mill Levy on all property within the Service Areaits boundaries. In doing so, the following shall apply: 1. Aggregate Mill Levy Maximum The Aggregate Mill Levy shall not exceed in any year the Aggregate Mill Levy Maximum, which is fifty (50) mills. 2. Regional Mill Levy Not Included in Other Mill Levies The Regional Mill Levy shall not be counted against the Aggregate Mill Levy Maximum. 3. Operating Mill Levy Formatted: Level 2 Formatted: Level 2 Formatted: Level 3 Formatted: Level 3, Keep with next Formatted: Keep with next Formatted: Level 3 26 DN 3520023.1 Formatted: Left Formatted: Normal, Right The DistrictsEach District may each impose an Operating Mill Levy of up to fifty (50) mills until the DistrictsDistrict imposes a Debt Mill Levy. Once a District imposes a Debt Mill Levy of any amount, that District’s Operating Mill Levy shall not exceed ten (10) mills at any point. 4. Gallagher Adjustments In the event the State’s method of calculating assessed valuation for the Taxable Property changes after January 1, [current year]2019, or any constitutionally mandated tax credit, cut or abatement takes effect after January 1, 2019, the Districts’District’s Aggregate Mill Levy, Debt Mill Levy, Operating Mill Levy, and Aggregate Mill Levy Maximum, amounts herein provided may be increased or decreased to reflect such changes; such increases or decreases shall be determined by the Districts’ BoardsDistrict’s Board in good faith so that to the extent possible, the actual tax revenues generated by such mill levies, as adjusted, are neither enhanced nor diminished as a result of such change occurring after January 1, [current year].2019. For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation will be a change in the method of calculating assessed valuation. 5. Excessive Mill Levy Pledges Any Debt issued with a mill levy pledge, or which results in a mill levy pledge, that exceeds the Aggregate Mill Levy Maximum or the Maximum Debt Mill Levy Imposition Term, shall be deemed a material modification of this Service Plan and shall not be an authorized issuance of Debt unless and until such material modification has been approved by a Service Plan Amendment. 6. Refunding Debt The Maximum Debt Mill Levy Imposition Term may be exceeded for Debt refunding purposes if: (1) a majority of the issuing District’s Board is composed of End Users and have voted in favor of a refunding of a part or all of the Debt; or (2) such refunding will result in a net present value savings. 7. Maximum Debt Authorization The Districts anticipate approximately [Dollar Amount]$104,712,037 in project costs in [Year]2019 dollars as set forth in Exhibit EF and anticipate issuing approximately [Dollar Amount] in$65,000,000 in total cumulative Debt to pay such costs as set forth in Exhibit JH, which Debt issuance amount shall be the amount of the Maximum Debt Authorization. , provided, however, if the Inclusion Area is added to the Districts’ boundaries, the Maximum Debt Authorization shall be $75,000,000. The request for the additional debt authorization will allow for contingencies and financing variations based upon changes to construction costs, development build out and absorption of the Inclusion Area. In addition, theadditional debt capacity is needed for the development of Public Improvements in the Inclusion Area which have not been included in the financial and capital projections. In addition, a District shall not issue any Debt unless Formatted: Level 3 Formatted: Level 3 Formatted: Level 3 Formatted: Level 3 27 DN 3520023.1 Formatted: Left Formatted: Normal, Right and until delivery of the District’s Public Benefits have been secured as required in Section IV.B of this Service Plan. The Districts collectively shall not issue Debt in excess of the Maximum Debt Authorization. Bonds, loans, notes or other instrumentsBonds which have been refunded shall not count against the Maximum Debt Authorization. The Districts must obtain from the City Council a Service Plan Amendment prior to issuing Debt in excess of the Maximum Debt Authorization. C. Maximum Voted Interest Rate and Underwriting Discount. The interest rate on any Debt is expected to be the market rate at the time the Debt is issued. The maximum interest rate on any Debt, including any defaulting interest rate, is not permitted to exceed Twelve Percenttwelve percent (12%). The maximum underwriting discount shall be three percent (3%). Debt, when issued, will comply with all relevant requirements of this Service Plan, the Special District Act, other applicable State law and federal law as then applicable to the issuance of public securities. D. Interest Rate and Underwriting Discount Certification. The DistrictsEach District shall retain an External Financial Advisor to provide a written opinion on the market reasonableness of the interest rate on any Debt and any underwriter discount payedpaid by the DistrictsDistrict as part of a Debt financing transaction. The DistrictsDistrict shall provide this written opinion to the City before issuing any Debt based on it. E. Disclosure to Purchasers. In order to notify future End Users who are purchasing residential lots or dwellings units in the Service Area that they will be paying, in addition to the property taxes owed to other taxing governmental entities, the property taxes imposed under the Debt Mill Levy, the Operating Mill Levy and possibly the Regional Mill Levy, the Districts shall not be authorized to issue any Debt under this Service Plan until there is included in the Developer’s Approved Development Plan provisions that require the following: 1. That the Developer, and its successors and assigns, shall prepare and submit to the City Manager for his approval a disclosure notice in substantially the form attached hereto as Exhibit KJ (the “Disclosure Notice”); 2. That when the Disclosure Notice is approved by the City Manager, the Developer shall record the Disclosure Notice in the Larimer County Clerk and Recorders Office; and 3. That the approved Disclosure Notice shall be provided by the Developer, and by its successors and assigns, to each potential End User purchaser of a residential lot or dwelling unit in the Service Area before that purchaser enters into a written agreement for the purchase and sale of that residential lot or dwelling unit. F. External Financial Advisor. An External Financial Advisor shall be retained by the Districtsa District to provide a written opinion as to whether any Debt issuance is in the best interest of the Districtsissuing District Formatted: Level 2 Formatted: Level 2 Formatted: Level 2 Formatted: Level 2 28 DN 3520023.1 Formatted: Left Formatted: Normal, Right once the total amount of Debt issued by the Districtssuch District exceeds Five Million Dollars ($5,000,000). The External Financial Advisor is to provide advice to the Districts’ Boardsissuing District’s Board regarding the proposed terms and whether Debt conditions are reasonable based upon the status of development within the DistrictsDistrict, the projected tax base increase in the DistrictsDistrict, the security offered and other considerations as may be identified by the External Financial Advisor. The Districtsissuing District shall include in the transcript of any Bond transaction, or other appropriate financing documentation for related Debt instrument, a signed letter from the External Financial Advisor providing an official opinion on the structure of the Debt, stating the Advisor’s opinion that the cost of issuance, sizing, repayment term, redemption feature, couponing, credit spreads, payment, closing date, and other material transaction details of the proposed Debt serve the best interest of the Districtsissuing District. Debt shall not be undertaken by the Districtsa District if found to be unreasonable by the External Financial Advisor. G. Disclosure to Debt Purchasers. Any Debt of the Districtsa District shall set forth a statement in substantially the following form: “By acceptance of this instrument, the owner of this Debt agrees and consents to all of the limitations with respect to the payment of the principal and interest on this Debt contained herein, in the resolution of the District authorizing the issuance of this Debt and in the Service Plan of the District. This Debt is not and cannot be a Debt of the City of Fort Collins”.” Similar language describing the limitations with respect to the payment of the principal and interest on Debt set forth in this Service Plan shall be included in any document used for the offering of the Debt for sale to persons, including, but not limited to, a Developer of property within the Service Area. H. Security for Debt. The Districts shall not pledge any revenue or property of the City as security for the indebtedness set forth in this Service Plan. Approval of this Service Plan shall not be construed as a guarantee by the City of payment of any of the Districts’ obligations; nor shall anything in the Service Plan be construed so as to create any responsibility or liability on the part of the City in the event of default by the Districts in the payment of any such obligationsobligation. I. TABOR Compliance. The Districts shall comply with the provisions of TABOR. In the discretion of the Districts’ Boards, the Districts may set up other qualifying entities to manage, fund, construct and operate facilities, services, and programs. To the extent allowed by law, any entity created by a District will remain under the control of the District’s Board. J. Districts’ Operating Costs. The estimated cost of acquiring land, engineering services, legal services and administrative services, together with the estimated costs of the Districts’ organization and initial Formatted: Level 2 Formatted: Level 2 Formatted: Level 2 Formatted: Level 2, Keep with next Formatted: Keep with next 29 DN 3520023.1 Formatted: Left Formatted: Normal, Right operations, are anticipated to be [Dollar Amount],SEVENTY-FIVE THOUSAND DOLLARS ($75,000) in total for all the Districts, which will be eligible for reimbursement from Debt proceeds. In addition to the capital costs of the Public Improvements, the Districts will require operating funds for administration and to plan and cause the Public Improvements to be operated and maintained. The first year’s operating budget in total for all the Districts is estimated to be [Dollar Amount].ONE HUNDRED THOUSAND DOLLARS ($100,000). Ongoing administration, operations and maintenance costs may be paid from property taxes collected through the imposition of an Operating Mill Levy, subject to the limitations set forth in Section IX.B.3, as well as from other revenues legally available to the Districts. X. REGIONAL IMPROVEMENTS The Districts shall be authorized to provide for the planning, design, acquisition, funding, construction, installation, relocation, redevelopment, administration and overhead costs related to the provision of Regional Improvements. At the discretion of the City, the Districts shall impose a Regional Improvement Mill Levy on all property within the Districts’ Boundaries and any properties thereafter included in the Boundaries under the following terms: A. Regional Mill Levy Authority. The Districts shall seek the authority to impose an additional Regional Mill Levy of five (5) mills as part of the Districts’ initial TABOR election. The Districts shall also seek from the electorate in that election the authority under TABOR to enter into an intergovernmental agreement with the City obligating the Districts to pay as a multiple-fiscal year obligation the proceeds from the Regional Mill Levy to the City. Obtaining such voter-approval of the Regional Mill Levy and this intergovernmental agreement shall be a precondition to the Districts issuing any Debt and imposing the Debt Mill Levy, the Operating Mill Levy and any Fees for the repayment of Debt under this Service Plan. B. Regional Mill Levy Imposition. The Districts shall each impose the Regional Mill Levy at a rate not to exceed five (5) mills within one year of receiving written notice from the City Manager to the Districts requesting the imposition of the Regional Mill Levy and stating the mill levy rate to be imposed. C. City Notice Regarding Regional Improvements. Such notice from the City shall provide a description of the Regional Improvements to be constructed and an analysis explaining how the Regional Improvements will be beneficial to property owners within the Service Area. The City shall make a good faith effort to require that planned developments that (i) are adjacent to the Service Area and (ii) will benefit from the Regional Improvement also impose a Regional MillyMill Levy, to the extent possible. Formatted: Level 1 Formatted: Level 2 Formatted: Level 2 Formatted: Level 2 30 DN 3520023.1 Formatted: Left Formatted: Normal, Right D. Regional Improvements Authorized Under Service Plan. If so notified by the City Manager, the Regional Improvements shall be considered public improvements that the Districts would otherwise be authorized to design, construct, install re- design, re-construct, repair or replace pursuant to this Service Plan and applicable law. E. Expenditure of Regional MillMil Levy Revenues. Revenue collected through the imposition of the Regional Mill Levy shall be expended as follows: 1. Intergovernmental Agreement If the City and the Districts have executed an intergovernmental agreement concerning the Regional Improvements, then the revenue from the Regional Mill Levy shall be used in accordance with such agreement; 2. No Intergovernmental Agreement If no intergovernmental agreement exists between the Districts and the City, then the revenue from the Regional Mill Levy shall be paid to the City, for use by the City in the planning, designing, constructing, installing, acquiring, relocating, redeveloping or financing of Regional Improvements which benefit the End Users of the Districts as prioritized and determined by the City. F. Regional Mill Levy Term. The imposition of the Regional Mill Levy shall not exceed a term of twenty-five (25) years from December 31 of the tax collection year after which the Regional Mill Levy is first imposed. G. Completion of Regional Improvements. All Regional Improvements shall be completed prior to the end of the twenty-five (25) year Regional Mill Levy term. H. City Authority to Require Imposition. The City’s authority to require the initiation ofa District to initiate the imposition of a Regional Mill Levy shall expire fifteen (15) years after December 31st of the year in which the Districtssaid District first imposes a Debt Mill Levy. I. Regional Mill Levy Not Included in Other Mill Levies. The Regional Mill Levy imposed shall not be applied toward the calculation of the Aggregate Mill Levy Maximum. J. Gallagher Adjustment. In the event the method of calculating assessed valuation is changed January 1, [current year],2019, or any constitutionally mandated tax credit, cut or abatement takes effect after January 1, 2019, the Regional Mill Levy may be increased or shall be decreased to reflect such changes; such increases or decreases shall be determined by each of the Districts’ Boards in good faith so that to the extent possible, the actual tax revenues generated by the Regional Mill Levy, as adjusted, are neither enhanced nor diminished as a result of such change occurring after January Formatted: Level 2, Keep with next Formatted: Keep with next Formatted: Level 2 Formatted: Level 2 Formatted: Level 2 Formatted: Level 2 Formatted: Level 2 Formatted: Level 2 31 DN 3520023.1 Formatted: Left Formatted: Normal, Right 1, [current year].2019. For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation will be a change in the method of calculating assessed valuation. XI. CITY FEES The Districts shall pay all applicable City fees as required by the City Code. XII. BANKRUPTCY LIMITATIONS All of the limitations contained in this Service Plan, including, but not limited to, those pertaining to the Aggregate Mill Levy Maximum, Maximum Debt Mill Levy Imposition Term and Fees, have been established under the authority of the City in the Special District Act to approve this Service Plan. It is expressly intended that by such approval such limitations: (i) shall not be set aside for any reason, including by judicial action, absent a Service Plan Amendment; and (ii) are, together with all other requirements of State law, included in the “political or governmental powers” reserved to the State under the U.S. Bankruptcy Code (11 U.S.C.) Section 903, and are also included in the “regulatory or electoral approval necessary under applicable non-bankruptcy law” as required for confirmation of a Chapter 9 Bankruptcy Plan under Bankruptcy Code Section 943(b)(6). XIII. ANNUAL REPORTS AND BOARD MEETINGS A. General. Each of ththe Districts shall be responsible for submitting an annual report to the City Clerk no later than September 1st of each year following the year in which the OrderOrders and DecreeDecrees creating the Districts hashave been issued. The Districts may file a consolidated annual report. The annual report(s) may be made available to the public on the City’s website. B. Board Meetings. Each of the Districts’ Boards shall hold at least one public board meeting in three of the four quarters of each calendar year, beginning in the first full calendar year after the Districts’ creation. Notice for each of these meetings shall be given in accordance with the requirements of the Special District Act and other applicable State law.a District’s creation. This meeting requirement shall not apply until there is at least one End User of property within the District. Also, this requirement shall no longer apply when a majority of the directors on the District’s Board are End Users. Notice for each of these meetings shall be given in accordance with the requirements of the Special District Act and other applicable State Law. C. Report Requirements. Unless waived in writing by the City Manager, each of the Districts’ annual reportsDistrict must include the following in its annual report: 1. Narrative Formatted: Level 1 Formatted: Level 1 Formatted: Level 1 Formatted: Level 2, Indent: Left: 0.5", Hanging: 0.5" Formatted: Level 2 Formatted: Level 2, Indent: Left: 0.5", Hanging: 0.5" Formatted: Level 3 32 DN 3520023.1 Formatted: Left Formatted: Normal, Right A narrative summary of the progress of the District in implementing theits Service Plan for the report year. 2. Financial Statements Except when an exemption from audit has been granted for the report year under the Local Government Audit Law, the audited financial statements of the District for the report year including a statement of financial condition (i.e., balance sheet) as of December 31 of the report year and the statement of operation (i.e., revenue and expenditures) for the report year. 3. Capital Expenditures Unless disclosed within a separate schedule to the financial statements, a summary of the capital expenditures incurred by the District in development of improvements in the report year. 4. Financial Obligations Unless disclosed within a separate schedule to the financial statements, a summary of financial obligations of the District at the end of the report year, including the amount of outstanding Debt, the amount and terms of any new District Debt issued in the report year, the total assessed valuation of all Taxable Property within the Service Area as of January 1 of the report year and the current total District mill levy pledged to Debt retirement in the report year. 5. Board Contact Information The names and contact information of the current directors on the District’s Board, any District manager and the attorney for the District shall be listed in the report. The District’s current office address, phone number, email address and any website address shall also be listed in the report. 6. Other Information Any other information deemed relevant by the City Council or deemed reasonably necessary by the City Manager. D. Reporting of Significant Events. The annual report of each District shall also include information as to any of the following that occurred during the report year: 1. Boundary changes made or proposed to the District’s boundariesBoundaries as of December 31 of the report year. 2. Intergovernmental Agreementsagreements with other governmental entities, either entered into or proposed as of December 31 of the report year. 3. Copies of the District’s rules and regulations, if any, or substantial changes to the District’s rules and regulations as of December 31 of the report year. Formatted: Level 3 Formatted: Level 3 Formatted: Level 3 Formatted: Level 3 Formatted: Level 3 Formatted: Level 2, Indent: Left: 0.5", Hanging: 0.5" 33 DN 3520023.1 Formatted: Left Formatted: Normal, Right 4. A summary of any litigation which involves the District’s Public Improvements as of December 31 of the report year. 5. A list of all facilities and improvements constructed by the District that have been dedicated to and accepted by the City as of December 31 of the report year. 6. Notice of any uncured events of default by the District, which continue beyond a ninety (90) day period, under any Debt instrument. 7. Any inability of the District to pay its obligations as they come due, in accordance with the terms of such obligations, which continue beyond a ninety (90) day period. E. Failure to Submit. In the event the annual report is not timely received by the City Clerk or is not fully responsive, notice of such default shall be given to the District’s Board at its last known address. The failure of the District to file the annual report within forty-five (45) days of the mailing of such default notice by the City Clerk may constitute a material modification of thisthe Service Plan, inat the discretion of the City Manager. XIV. SERVICE PLAN AMENDMENTS This Service Plan is general in nature and does not include specific detail in some instances. The Service Plan has been designed with sufficient flexibility to enable the Districts to provide required improvements, services and facilities under evolving circumstances without the need for numerous amendments. Modification of the general types of improvements and facilities making up the Public Improvements, and changes in proposed configurations, locations or dimensions of the Public Improvements, shall be permitted to accommodate development needs provided such Public Improvements are consistent with the then-current Approved Development Plans for the Project and any agreement approved by the City Council pursuant to the Section IV.B of this Service Plan. Any action of one or more of the Districts, which is a material modification of this Service Plan requiring a Service Plan Amendment as provided in in Section XV of this Service Plan or that does not comply with provisionsany provision of this Service Plan, shall be deemed to be a material modification to this Service Plan unless otherwise expressly provided in this Service Plan. All other departures from the provisions of this Service Plan shall be considered on a case-by-case basis as to whether such departures are a material modification under this Service Plan or the Special District Act. XV. MATERIAL MODIFICATIONS Material modifications to this Service Plan may be made only in accordance with C.R.S. Section 32-1-207 as a Service Plan Amendment. No modification shall be required for an action of the Districtsa District that does not materially depart from the provisions of this Service Plan, unless otherwise provided in this Service Plan. Formatted: Level 2, Indent: Left: 0.5", Hanging: 0.5" Formatted: Level 1 Formatted: Level 1 34 DN 3520023.1 Formatted: Left Formatted: Normal, Right Departures from the Service Plan that constitute a material modification requiring a Service Plan Amendment include, without limitation: 1. Actions or failures to act that create materially greater financial risk or burden to the taxpayers of any of the DistrictsDistrict; 2. Performance of a service or function, construction of an improvement, or acquisition of a major facility that is not closely related to an improvement, service, function or facility authorized in the Service Plan; 3. Failure to perform a service or function, construct an improvement or acquire a facility required by the Service Plan; and 4. Failure to comply with any of the prohibitions, limitations and restrictions of this Service Plan. XVI. DISSOLUTION Upon independent determination by the City Council that the purposes for which the Districts wereany District was created have been accomplished, the Districtssaid District shall file a petition in district court for dissolution as provided in the Special District Act. In no event shall dissolution occur until the Districts haveDistrict has provided for the payment or discharge of all of its outstanding indebtedness and other financial obligations as required pursuant to State law. In addition, if within three (3) years from the date of the City Council’s approval of this Service Plan no agreement contemplated under Section IV.B of this Service Plan has been entered into by the City with any of the Districts and/or any Developer, despite the parties conducting good faith negotiations attempting to do so, the City may opt to pursue the remedies available to it under C.R.S. Section 32-1-701(3) in order to compel the Districts to dissolve in a prompt and orderly manner. In such event: (i) the limited purposes and powers of the Districts, as authorized herein, shall automatically terminate and be expressly limited to taking only those actions that are reasonably necessary to dissolve; (ii) the Board of each of the Districts will be deemed to have agreed with the City regarding its dissolution without an election pursuant to C.R.S. § 32-1- 704(3)(b); (iii) the Districts shall take no action to contest or impede the dissolution of the Districts and shall affirmatively and diligently cooperate in securing the final dissolution of the Districts, and (iv) subject to the statutory requirements of the Special District Act, the Districts shall thereupon dissolve. XVII. SANCTIONS Should any of the Districts undertake any act without obtaining prior City Council approval or consent or City Manager approval or consent underas required in this Service Plan, that constitutes a material modification to this Service Plan requiring a Service Plan Amendment as provided herein or under the Special DistrictsDistrict Act, or that does not otherwise comply with the provisions of this Service Plan, the City Council may impose one (1) or more of the following sanctions, as it deems appropriate: Formatted: Level 1 Formatted: Indent: First line: 0" Formatted: Level 1 35 DN 3520023.1 Formatted: Left Formatted: Normal, Right 1. Exercise any applicable remedy under the Special District Act; 2. Withhold the issuance of any permit, authorization, acceptance or other administrative approval, or withhold any cooperation, necessary for the District’s development or construction or operation of improvements or provision of services; 3. Exercise any legal remedy under the terms of any intergovernmental agreement under which the District is in default; or 4. Exercise any other legal and equitable remedy available under the law, including seeking prohibitory and mandatory injunctive relief against the District, to ensure compliance with the provisions of the Service Plan or applicable law. XVIII. INTERGOVERNMENTAL AGREEMENT WITH CITY Each of theThe Districts and the City shall enter into an intergovernmental agreement, the form of which shall be in substantially the form attached hereto as Exhibit “LK” and incorporated by reference (the “IGA”). However, the City and the Districts may include such additional details, terms and conditions as they deem necessary in connection with the Project and the construction and funding of the Public Improvements and the Public Benefits. Each of the Districts’ Boards shall approve the IGA at their first board meeting, unless agreed otherwise by the City Manager. Entering into this IGA is a precondition to each of the Districts issuing any Debt or imposing any Debt Mill Levy, Operating Mill Levy or Fee for the payment of Debt under this Service Plan. In addition, failure of any of the Districts to enter into the IGA as required herein shall constitute a material modification of this Service Plan and subject the District to the sanctions in ArticleSection XVII of this Service Plan. The City and the Districts may amend the IGA from time-to-time provided such amendment is not in conflict with any provision of this Service Plan. XIX. CONCLUSION It is submitted that this Service Plan, as required by C.R.S. Section§ 32-1-203(2), establishes that: 1. There is sufficient existing and projected need for organized service in the Service Area to be served by the Districts; 2. The existing service in the Service Area to be served by the Districts is inadequate for present and projected needs; 3. The Districts are capable of providing economical and sufficient service to the Service Area; and 4. The Service Area does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. XX. RESOLUTION OF APPROVAL Formatted: Font: Not Bold, No underline Formatted: Indent: First line: 0.25" Formatted: Level 1 Formatted: Add space between paragraphs of the same style Formatted: Add space between paragraphs of the same style Formatted: Add space between paragraphs of the same style Formatted: Level 1 36 DN 3520023.1 Formatted: Left Formatted: Normal, Right The Districts agree to incorporate the City Council’s resolution approving this Service Plan, including any conditions on any such approval, into the copy of the Service Plan presented to the District Court for and in Larimer County, Colorado. 37 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT A-1 LEGAL DESCRIPTION OF DISTRICT NO. 1 BOUNDARIES 38 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT A-2 LEGAL DESCRIPTION OF DISTRICT NO. 2 BOUNDARIES 39 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT A-3 LEGAL DESCRIPTION OF DISTRICT NO. 3 BOUNDARIES 40 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT A-4 LEGAL DESCRIPTION OF DISTRICT NO. 4 BOUNDARIES 41 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT A-5 LEGAL DESCRIPTION OF DISTRICT NO. 5 BOUNDARIES 42 DN 3520023.1 Formatted: Left Formatted: Normal, Right 43 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT A-6 LEGAL DESCRIPTION OF DISTRICT NO. 6 BOUNDARIES 44 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT B-1 DISTRICT NO. 1 BOUNDARY MAP 45 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT B-2 DISTRICT NO. 2 BOUNDARY MAP 46 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT B-3 DISTRICT NO. 3 BOUNDARY MAP 47 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT B-4 DISTRICT NO. 4 BOUNDARY MAP 48 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT B-5 DISTRICT NO. 5 BOUNDARY MAP 49 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT B-6 DISTRICT NO. 6 BOUNDARY MAP 50 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT C LEGAL DESCRIPTION OF INCLUSION AREA 51 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT D INCLUSION AREA BOUNDARY MAP 52 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT E VICINITY MAP 53 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT F PUBLIC IMPROVEMENT COST ESTIMATES The preliminary infrastructure plan identifies initial estimates for streets, water, sewer, storm drainage, park and recreation, landscaping/open space and other public improvements that are authorized to be funded by the Districts. Due to the pending approval process of the development plan for the Project and potential changes to zoning and development based upon final approval of development plan(s) for the Project, additional detail regarding water, sewer, and storm drainage improvements will be identified during the approval processes that will be undertaken in the future. 54 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT G PUBLIC IMPROVEMENT MAPS 55 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT H FINANCIAL PLAN This forecast is only an example of what might be done, and is meant to show the capacity of the Districts to issue debt. As such, the dates, mill levies, valuations, amount of the bond proceeds, and revenues may differ when debt is issued, and this forecast will not be binding on the Districts as long as the debt falls within the restrictions in the text of the Service Plan. EXHIBIT I PUBLIC BENEFITS Formatted: Font: Times New Roman, 12 pt, Bold Formatted: Centered, Space Before: 6 pt, After: 6 pt, Line spacing: single Formatted: Font: 12 pt, No underline 56 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT J DISCLOSURE NOTICE 57 DN 3520023.1 Formatted: Left Formatted: Normal, Right EXHIBIT K INTERGOVERNMENTAL AGREEMENT WITH CITY Formatted: Centered, Indent: First line: 0" Formatted: Font: Bold GHG Reduction 800 kW Solar Power Increase Density Alley load homes; Added utility services/Raw water dedication Affordable Housing 15% of homes will be 80% AMI or less (240 units) with 20-year deed restriction; Water savings from non- potable irrigation Water/Energy Conservation Non-potable irrigation system Walkability/ Pedestrian Infrastructure Enhanced crossings Workforce Housing Multimodal Transportation Availability of Transit Infill/ Redevelopment Mulberry frontage improvements; Monument / gateway signage; Mulberry intersection / median improvements Enhance Resiliency Pollinator corridors; Cooper Slough improvements; Lake Canal improvements Public Space Neighborhood parks; Swimming pool; Commercial Metro District Proposal: Hartford Homes Service Plan proposal to create a metro district off of I-25 just north of Mulberry Street along both sides of Greenfields Drive. The developer proposes that metro district tax benefits make it easier for the Hartford Homes to create increased public benefits in the areas of infrastructure, smart growth, affordable housing, attainable housing, and building with environmental sustainability practices. This scan assumes that development would happen regardless of the Metro District and analyzes the impact of a metro district compared to a business-as-usual development scenario. Positive • The proposed 800 KW of solar PV would reduce GHG emissions, though the impact on the City’s CAP would be minor • The non-potable irrigation system could reduce water consumption depending on resident responses and behavior change • Pollinator corridor could improve resilience of ecosystem services by providing habitat and resources for pollinators. Negative • None Identified Positive • The 160 affordable housing units could support retention and attraction of Fort Collins workforce • Affordable housing units could minorly help to reduce cost of living pressures • The development proposes a sign and landscaping area that will welcome those coming into Fort Collins via I-25, this could benefit our community brand. Negative • None Identified Positive • The proposed 160 affordable housing units directly increase the housing stock of affordable and attainable housing. • Affordable housing units could benefit low-income community members feeling a better sense of belonging in Fort Collins • Could benefit the economic conditions of low-income community members • Affordable housing indirectly benefits the support of self-sufficiency Negative • None Identified Tradeoffs • While there are obvious benefits of affordable housing to economic and social sustainability, the environmental benefits proposed are not as strong as they could be. Mitigations • The Service Plan could benefit from either strengthening a particular focus area (e.g. focusing on 15% affordable housing) and letting go of the focus on other areas. • OR The Service Plan could benefit from committing to more specific environmental public benefits (e.g. DOE Net Zero Ready homes, LEED standards, EV charging infrastructure that goes beyond code, etc.) Metro District Proposal: Hartford Homes • Impacts within environmental and economic areas are neutral to positive and largely indirect. This is because Hartford Homes’s proposal demonstrates some benefits to these areas. Their proposal does beyond basic in a handful of areas. • The social impacts were strongest; they were more direct and positive because of the promise of 10% affordable housing. M EMORANDUM To: Josh Birks and Jensen Morgan Economic Health & Redevelopment, City of Fort Collins From: Dan Guimond and Elliot Kilham Economic & Planning Systems Subject: Mulberry Metro District Market and Financial Review EPS #193012 Date: February 11, 2019 This memorandum summarizes Economic & Planning System’s (EPS) evaluation of the Financial Plan section of the Consolidated Service Plan (Service Plan) for the Mulberry Metropolitan Service District (District). The City is required to approve the Service Plan for a Title 32 Metropolitan District prior to it being submitted for a vote by the electorate of the district. EPS’s third-party evaluation includes a review of the market and financial assumptions underlying the application as well as the feasibility of the District’s Financial Plan, including public revenue and bond proceed forecasts. The evaluation also reviews the proposal against the City’s metro district public benefit policy requirements. Development Program Mulberry is a proposed 226-acre mixed-use community in North Fort Collins located between E. Vine Drive to the north, Colorado Hwy 14 (Mulberry) to the south, S. Timberline Road to the west, and I-25 frontage roads to the east, near the intersection of Frontage Road N. and Dawn Avenue, as shown Figure 1 at the end of this section. The proposed project contains a mix of residential and commercial uses; the residential component includes both single and multifamily homes as well as for-sale and rental product, and the commercial component includes community serving retail and office uses. The project is projected to be completed over the next nine years; at which time, it is forecasted to include 1,600 housing units and approximately 316,000 square feet of commercial space. ATTACHMENT 5 Economic & Planning Systems Page | 2 The Developer provided a preliminary development program to D.A. Davidson, the District’s bond underwriter, as shown in Table 1. This preliminary program includes: • 240 cluster homes with a projected market value of $350,000. Cluster or patio homes are higher density, attached single family houses. • 240 single family – alley loaded homes with a projected market value of $450,000. These homes will be higher density than a traditional single family home with garages that are accessed through an alley, allowing for smaller lots. • 240 single family – traditional homes with a projected market value of $500,000. • 120 townhomes with a projected market value of $475,000. • 260 condominiums with a projected market value of $300,000. • 316,000 square feet of commercial space with a projected market value of $220 per square foot. The D.A. Davidson projections do not distinguish between the type of commercial space, but the District proposal suggests that 86,000 square feet will be office and 230,000 square feet will be community serving retail. Table 1. Proposed Mulberry Development Program and Market Values Description Amount % Total Market Value 2018 $ Residential For-Sale Units $/Unit Cluster Homes 240 15% $350,000 Single Family - Alley Loaded 240 15% $450,000 Single Family - Traditional 200 13% $500,000 Townhomes 120 8% $475,000 Condos 260 16% $300,000 Subtotal/Weighted Avg. 1,060 66% $402,830 Rental Units $/Unit Market Rate 240 15% $205,000 Affordable 300 19% $110,000 Subtotal/Weighted Avg. 540 34% $152,222 Total/Weighted Avg. 1,600 100% $318,250 Commercial Sq. Ft. $/Sq. Ft. Office 86,000 27% $220 Retail/Commercial 230,000 73% $220 Total/Weighted Avg. 316,000 100% $220 Source: DA Davidson; Economic & Planning Systems Mulberry Metro District Market and Financial Review Page | 3 The proposed buildout of the Mulberry development is estimated to take place over a 9-year period from 2019 to 2027, as shown in Table 2. In total, the Developer proposes to build an average of 229 residential units per year from 2019 to 2027. The proposed commercial development is projected to occur in 2025 and 2026 as shown. The project is shown with the initial development focused on 550 apartments in 2021 (240 market rate and 300 affordable). For sale housing is also planned for development starting in 2021 with 120 units in the three single family detached categories. The remaining 480 single family units are expected to be built the following five years (2022 to 2026). The last phase of the project is the townhomes and condominiums, and commercial development built in 2025 to 2027 as shown. It is important to note that this preliminary program is used as inputs into D.A. Davidson’s estimate of bond proceeds and draft bond series offerings. As the basis for the Financial Plan, EPS focused its market assessment on these inputs. Table 2. Proposed Mulberry Absorption Schedule Description Mkt. Rate Affordable Cluster SF Alley Single Town- Condos Total Commercial Apts. Apts. Homes Loaded Family homes (Sq. Ft.) Year 2019 0 0 0 0 0 0 0 0 0 2020 0 0 0 0 0 0 0 0 0 2021 240 300 40 40 40 0 0 660 0 2022 0 0 40 40 40 0 0 120 0 2023 0 0 40 40 40 0 0 120 0 2024 0 0 40 40 40 0 0 120 0 2025 0 0 40 40 40 40 260 420 108,900 2026 0 0 40 40 0 40 0 120 207,999 2027 0 0 0 0 0 40 0 40 0 Summary Total 240 300 240 240 200 120 260 1,600 316,899 Average [1] 34 43 34 34 29 17 37 229 45,271 [1] Average betw een the first and last year of buildout or from 2021 to 2027 Source: DA Davidson; Economic & Planning Systems Residential (Units) Economic & Planning Systems Page | 4 Figure 1. Mulberry Metro District Vicinity Map Diagram Mulberry Metro District Market and Financial Review Page | 5 Metro District Proposal Summary The Service Plan proposes to form six separate metro districts. The districts will have the ability to impose an aggregate mill levy of 50 mills, which includes a Debt Mill Levy and an Operating Mill Levy. The Operating Mill Levy can equal up to 50 mills until the District imposes a Debt Mill Levy, at which point the Operating Mill Levy cannot exceed 10 mills. While District levies are capped at 50 mills, the Service Plan allows for adjustments to the mill levies in the event that there are changes to the method of calculating assessed value or any other changes impacting the revenue generating capabilities of the District. In such cases, the District may increase or decrease mill levies to ensure that actual tax revenues generated are not diminished. This ability helps to further guarantee future revenue streams and reduce the risk for bond holders. The Debt Mill Levy is expected to be used to finance public improvements listed in Exhibit F of the Service Plan. The financial projections are based on a debt mill levy of 40 mills for residential and 20 mills for commercial districts. In total, the Developer anticipates issuing approximately $64 million in debt to fund a portion of these public improvement costs. The Developer’s engineering consultant estimates that the total cost of the public improvements will be approximately $104 million. Metro District Policy In August 2018, the City updated its policy originally adopted in 2008 for reviewing proposed metro district service plans. The new policy removes previous limitations for metro district to be 90 percent commercial and not to be used to fund “basic infrastructure improvements normally required from new development”. In their place, the policy requires that developers deliver “extraordinary public benefits” to the City. In addition, the new policy increased the recommended maximum mill levy for both debt service and O&M to 50 mills—up from 40 mills in the 2008 resolution. The proposed Mulberry maximum aggregate mill levy of 50 mills is in-line with this recommended maximum mill levy. Economic & Planning Systems Page | 6 Market Assessment This section reviews market values and buildout/absorption assumptions used to estimate the potential public financing revenues and debt capacity of the project, as described in the proposed Financial Plan. The section is organized into the residential and commercial land uses. The residential section, further delineates between for-sale and rental product, and the commercial section delineates between proposed office and retail uses. Residential Market Values To help determine their reasonableness, EPS compared the market value assumptions used the in the Financial Plan’s debt capacity estimates with recent sales in Fort Collins. In addition, EPS compared Mulberry’s proposed market values with other comparable developments in the Fort Collins area. For-Sale The Developer’s proposed market values fall near the average of recent sales in the Fort Collins market. The Fort Collins Board of Realtors (FCBR) reports that the average price of a single family home sold in Fort Collins in 2018 was $454,527 and that the average price of a townhome/condo was $308,946, as shown in Table 3. • Cluster Home: The Financial Plan uses a market value of $350,000 or 23.0 percent less than the average of recent sales. Given that cluster homes are typically smaller and denser than a single family home, and potentially more similar to a townhome, a market value assumption less than the current single family average in Fort Collins but greater than the townhome/condo average seems reasonable. • Single Family – Alley Loaded: The Financial Plan uses a market value of $450,000 or 1.0 percent less than the average of recent sales. As a result, the proposed values are in line with market averages. • Single Family – Traditional: The Financial Plan uses a market value of $500,000 or 10 percent higher than the average of recent sales. The market average sales price includes both new construction sales and sales of older, existing homes. A premium for new construction in Mulberry is to be expected. In EPS’s professional experience, a 10 percent premium for the new construction sales is within an acceptable range. • Townhomes: The Financial Plan uses a market value of $475,000 or 53.7 percent higher than the average of recent townhome/condo sales. As with single family traditional homes, new construction townhomes will trade at a premium. Moreover, the recent average sales price includes condo sales, which may bring down the average when looking at townhome sales alone. While perhaps higher than average, in EPS’s professional experience, the market values are within an acceptable range. • Condos: The Financial Plan uses a market value of $300,000 or 2.9 percent less than the average of recent sales. As a result, the proposed values are in line with market averages. Mulberry Metro District Market and Financial Review Page | 7 Table 3. Proposed Mulberry Market Values Compared to Fort Collins Average Prices This section compares Mulberry to other recent for-sale residential projects in the North Fort Collins market area. This comparison reveals that Mulberry’s price points for single family homes largely overlap with the price ranges proposed in recent residential projects, as shown Table 4 and Figure 2. At a proposed 1,600 units, however, Mulberry would be one of the largest residential development projects in Fort Collins. Table 4. For-Sale Residential Projects in the North Fort Collins Market Description Cluster SF - Alley SF - Traditional Townhomes Condos Service Plan $350,000 $450,000 $500,000 $475,000 $300,000 Average Price $454,527 $454,527 $454,527 $308,946 $308,946 Difference -$104,527 -$4,527 $45,473 $166,054 -$8,946 % Difference -23.0% -1.0% 10.0% 53.7% -2.9% Source: DA Davidson; FCBR; CoStar; Economic & Planning Systems Project Status Project Start Product Units Price Compable Projects Single Family $350,000-$650,000 Townhomes $300,000-$430,000 Condos $230,000-$450,000 Single Family 18 $540,000-$570,000 Townhomes 37 $327,500-$360,000 Timbervine Under Construction 2017 Single Family 146 $346,000-$390,000 East Ridge Approved --- Single Family 568 $300,000-$400,000 Brownes on Howes Complete 2016 Townhomes 6 $850,000-$1,000,000 Townhomes at Library Park Under Construction 2017 Townhomes 10 $1,195,000-$1,500,000 Mulberry Single Family [2] 680 $350,000-$500,000 Townhomes 120 $475,000 Condos 260 $300,000 [1] Total housing units for all product types. [2] Includes cluster homes, single family - alley loaded, and single family traditional. Source: Zillow; FCBR; DA Davidson; Economic & Planning Systems 450-500 [1] Revive Under Construction 2015 Service Plan Proposed 2019 Old Town North Third Phase 2007 Economic & Planning Systems Page | 8 Figure 2. Price Range in Comparable Residential Projects and Mulberry Rental – Market Rate The Mulberry Financial Plan assumes that the market rate apartments in the development will have a market value of $205,000 per unit. To benchmark this assumption, EPS compared it to the historical five-year average sales price per unit of apartments in Fort Collins and to the capitalized value of apartments. Capitalized value was calculated by dividing the five-year average rent by the five-year average capitalization rate in the Fort Collins market. As shown in Table 5, the five-year average sales price was approximately $194,000 per unit or 6 percent less that the market value assumption, and the capitalization value was $228,000 or 11 percent more than the market value assumption. As a result of these comparison, EPS concludes that the market value used in the Financial Plan falls within an acceptable range and is appropriate. Table 5. Market Rate Apartment Market Value Comparison $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 Old Town North Revive Timbervine East Ridge Mulberry Price Range Source: Zillow; FCBR; DA Davidson; Economic & Planning Systems Mulberry Weighted Average Sales Price Capitalized Mulberry Description Per Unit [1] Value [2] Assumption Apartment Market Value ($/Sq. Ft.) $193,582.00 $228,000.00 $205,000.00 % Difference [3] 6% -11% 0% [1] 5-year average sales price per unit. [3] Percent difference from the market value assumption. Source: CoStar; Economic & Planning Systems [2] Capitalized value equals the 5-year average rent divided by the 5-year average capitalization rate. Mulberry Metro District Market and Financial Review Page | 9 Rental – Affordable The development program in Table 1 shows 300 affordable apartments with no specifications on the level of affordability. Exhibit I of the District Plan indicates 10 percent of the total 1,600 residential units or 160 units will be affordable between 60 and 120 percent of the area median income (AMI). Table 6 compares the LIHTC maximum rates as set by CHFA for different sized units and different AMI levels with market rate rents in Fort Collins. (The AMI of, for example, a family of four in Larimer County is $85,100, which is high compared to many other counties in Colorado.) At 80 percent of AMI and higher, the affordable rents are actually higher than the current market as shown in Figure 3. Above 60 percent, the affordable units will have a similar value to the market rate units. To provide true benefit to the community, EPS recommends that any units designated as affordable be priced at 60 percent of AMI or lower. Table 6. Affordable vs. Market Rate Rents Figure 3. Affordable vs. Market Rate Rents – 1 Bedroom Bedrooms Description 0 2 3 Income (% AMI) LIHTC Maximum Rents 120% $1,788 $1,915 $298 100% $1,490 $1,596 $1,915 80% $1,192 $1,277 $1,532 60% $894 $957 $1,149 CoStar Market Rate Rents 5-Year Average $1,024 $1,102 $1,177 Survey $1,071 $1,178 $1,261 Source: CHFA; CoStar; Economic & Planning Systems $0 $500 $1,000 $1,500 $2,000 $2,500 120% 100% 80% 60% Monthly Rent AMI 2018 LIHTC Rents Market Rate Rents Source: CHFA; CoStar; Economic & Planning Systems Economic & Planning Systems Page | 10 Absorption EPS compared the planned buildout to forecast future demand for specific housing products. We calculated future housing demand as part of our work on the update to Fort Collins City Plan, organizing these estimates into low density (single family homes), middle density (2- to 20-unit buildings), and high density (20 or more unit buildings) housing products. (More detail on EPS’s housing demand estimate is shown in Table 8 on the following page.) Based on this comparison, EPS calculated an implied capture rate by Mulberry to gain a perspective on the size and reasonableness of the proposed building plan. From 2016 to 2040, EPS estimates that there will be a demand of 570 low density units and 700 middle and high density units per year, for a total annual average of 1,270 units. In comparison, the Developer proposes to develop the Mulberry project at an average of 97 low density per year (cluster and single family homes) and 131 middle density units (multifamily and townhomes) from 2019 to 2027. This development schedule implies a capture rate of 17 percent for low density products and 52 percent for middle density units. In total, the proposed schedule implies a 28 percent capture rate. A capture rate of 28 percent is a significant portion of the residential development market in the Fort Collins market, and may be relatively aggressive. Overall, it is a large and ambitious development, and its success depends on its ability to attract a large segment of the market. The fact that the development seems to be targeting the middle of the market in terms of prices and has a variety of housing types should help it attract a wider market demand segment. Ultimately, Mulberry’s ability to meet this implied capture rate will depend on the size of the pipeline and its competitive position against other projects. There are currently a number of proposed large-scale residential developments in North Fort Collins, including Waterfield, Water’s Edge, and Montava that will compete with Mulberry. However, North Fort Collins is one of the few remaining growth areas of the city, meaning that Mulberry may have less competition from other areas of the city. The Fort Collins market is also a very attractive area that competes regionally and even nationally. Finally, in the past, growth may have been constrained by supply. Mulberry Metro District Market and Financial Review Page | 11 Table 7. Mulberry Development Implied Residential Capture Rate Table 8. Fort Collins City Plan Future Housing Demand Estimates Mulberry Fort Collins Mulberry Description Average Annual Avg [3] Capture % [4] 2016-2040 Low Density [1] 97 570 17% Middle Density [2] 131 254 52% Subtotal 229 824 28% [3] Annual average from CityPlan housing demand forecast completed by EPS. [4] Capture % = Mulberry Average / Fort Collins Average. Source: Economic & Planning Systems [1] Based on definitions from the CityPlan estimate, low density housing includes cluster homes and single family homes. [2] Based on definitions from the CityPlan estimate, middle density includes tow nhomes and multifamily homes. Description Amount % Total Amount % Total Total Ann. # Ann. % Low Density 42,254 66% 55,926 59% 13,672 570 1.2% Middle Density 14,891 23% 20,998 22% 6,108 254 1.4% High Density 6,590 10% 17,296 18% 10,706 446 4.1% Total 63,735 100% 94,220 100% 30,485 1,270 1.6% Source: Economic & Planning Systems 2016 2040 2016-2040 Economic & Planning Systems Page | 12 Commercial Development Market Values The Mulberry Financial Plan assumes that the commercial space, both retail and office, in the development will have a market value of $220 per square foot. To benchmark this assumption, EPS compared it to the historical five-year average sales price per square foot of retail and office space in the Fort Collins market and to the capitalized value of retail and office space. Capitalized value was calculated by dividing the five-year average rent per square foot by the five-year average capitalization rate for the respective product types, as shown in Table 9. • Office: For office, the five-year average sales price was $157 per square foot or 29 percent less than the market value assumption used in the Financial Plan, and the capitalized value was approximately $282 per square foot or 28 percent higher than the market value. • Retail: For retail, the five-year average sales price was $191 per square foot or 13 percent less than the market value assumption used in the Financial Plan, and the capitalized value was approximately $240 per square foot or 10 percent higher than the market value. • Combined: The combined or weighted five-year average sales price was $182 per square foot or 17 percent less than the market value assumption used in the Financial Plan, and the capitalized value was approximately $252 per square foot or 15 percent higher than the market value. As a result of these comparisons, EPS concludes that the market value used in the Financial Plan is relatively moderate and generally within a range set by the sales price and capitalized value benchmarks. Table 9. Retail Market Value Comparison Sales Price Capitalized Mulberry Description Per Sq. Ft. [1] Value [2] Assumption Office Market Value ($/Sq. Ft.) $157.00 $282.57 $220.00 % Difference [3] 29% -28% 0% Retail Market Value ($/Sq. Ft.) $191.00 $240.91 $220.00 % Difference [3] 13% -10% 0% Weighted Avg. [4] $182 $252 $220 % Difference [3] 17% -15% 0% [1] 5-year average sales price per sq. ft. [3] Percent difference from the market value assumption. [4] Weighted average based on Mulberry's proposed development program (27% office and 73% retail). Source: CoStar; Economic & Planning Systems [2] Capitalized value equals the 5-year average rent divided by the 5-year average capitalization rate. Mulberry Metro District Market and Financial Review Page | 13 Absorption Office Absorption EPS benchmarked Mulberry’s proposed office development against historic office development in the city to calculate an implied capture rate, as shown in Table 10. From 2019 to 2027, the Developer proposes to build an average of 9,556 square feet of office per year. Over the last 18 years, from 2000 to 2017, the City delivered an average 134,430 square feet of office space per year. As a result, the Mulberry proposal implies a capture rate of 7 percent per year relative to the historical average, which is a relatively conservative number. However, the office market in North Fort Collins, not including downtown, is not established and this amount of development may not be realized. The proximity of the development to I-25 may help support additional office development. The residential development will also help support service office uses once a critical mass has been achieved. Table 10. Mulberry Development Implied Office Capture Rate Retail Absorption EPS benchmarked Mulberry’s proposed retail development against historic office development in the city to calculate an implied capture rate, as shown in Table 11. From 2019 to 2027, the Developer proposes to build an average of 25,556 square feet of retail per year. Over the last 12 years, from 2006 to 2017, the City delivered an average 141,826 square feet of retail space per year. As a result, the Mulberry proposal implies a capture rate of 18 percent per year relative to the historical average. EPS believes that an 18 percent capture rate is relatively high. However, the success of the retail portion of the project will largely hinge on the success of the residential portion of the project—as retail follows households. If the residential portion of the development is successful then it is likely that the retail portion of the development will be successful. Mulberry Fort Collins Montava Description Annual Avg Annual Avg Capture % 2019-2027 2000-2017 Office 9,556 134,430 7% [1] Capture % = Mulberry Average / Fort Collins Average. Source: City of Fort Collins; Economic & Planning Systems Economic & Planning Systems Page | 14 Table 11. Mulberry Development Implied Retail Capture Rate To gain a perspective on the amount of retail relative to the residential development, EPS estimated the amount of retail that could be supported by the households in the Mulberry project alone, as shown in Table 12. Based on this analysis, EPS estimates that just the households in Mulberry, not including any inflow, could support approximately 78,000 square feet of locally oriented retail or 152,000 less than the proposed 230,000 square feet of retail in the development. This suggests that the amount of retail space in the development is greater in proportion to the number of residential units. To support this level of retail, the development will need to attract inflow from residents that live outside of the development and potentially attract more regionally-serving retail uses. Table 12. Mulberry Retail Demand TPI Model Mulberry Fort Collins Mulberry Description Annual Avg Annual Avg Capture % 2019-2027 2006-2017 Retail 25,556 141,826 18% [1] Capture % = Mulberry Average / Fort Collins Average. Source: City of Fort Collins; Economic & Planning Systems Description Units Formula Amount Source Units # A 1,600 D.A. Davidson Occupancy % B 95.0% EPS HHs # C = A x B 1,520 Calculation Mean HH Income $/HH D $81,151 ACS 2017 1-Year TPI $ E = C X D $123,349,520 Calculation % of HH Inc. on Retail % F 35% 2012 Census of Retail Trade E-Commerce % Total % G 10% EPS Pct. Taxable Expenditures % H = F + G 32% Calculation Est. Taxable Expenditures $ I = (1-H) x E $38,978,358 Calculation % Locally-Oriented % J 50% 2012 Census of Retail Trade Total Local Spending $ K = (1-J) x I $19,489,179 Calculation Avg. Sales Per SF $/sq. ft. L $250 EPS Total Retail Space sq. ft. P = K / L 77,957 Calculation Source: D.A. Davidson; ACS 2017 1-Year; Economic & Planning Systems Mulberry Metro District Market and Financial Review Page | 15 Grocery Store Another perspective on the likelihood of neighborhood/community retail potential would be to determine at what point a grocery store would be supportable as the anchor for a neighborhood shopping center. To gain insights on the potential feasibility of grocery, Table 13 shows the number of households within a two-mile radius of the development. A two-mile radius represents a typical service area of a grocery store. As a rule of thumb, a typical grocery store requires between 6,000 and 7,000 households within its service area to be supportable. As of 2018, there were 4,197 households in the service area. The development is proposed to add an additional 1,600 households, which will increase the total number of households in the service area to approximately 5,800. This is only 200 households short of the minimum threshold of 6,000. Growth in other areas of the service area will likely push the number of households above the minimum threshold. While there will likely be enough households within a two-mile radius of the development to nominally support a grocery store, the space would face competition from a number of stores already within or near the two-mile radius of the development, including a Safeway at the intersection of Riverside Avenue and South Lemay Avenue and a Walmart Supercenter at the intersection of Lincoln Avenue and South Lemay Avenue. Moreover, the District will face competition from other metro districts and other developments for grocery store space. Overall, EPS finds a grocery store to be feasible within the area—especially a smaller, more neighborhood oriented one as suggested in the District plan. A smaller grocery store will be more readily supportable by fewer households and may compete less directly with the larger grocery store chains in the area. In addition, the store will become more feasible as the development builds out. Table 13. Demographics in a 2 Mile Radius from Mulberry Development Forecast Description 2000 2010 2018 2023 Total Ann. # Ann. % Demographics Population 6,579 8,860 11,789 13,581 7,002 304 3.2% Households 2,550 3,151 4,197 4,802 2,252 98 2.8% Avg. HH Size 2.58 2.81 2.81 2.83 0.25 0.01 0.4% Income Median Income --- --- $63,967 $75,503 --- --- --- Source: ESRI; Economic & Planning Systems 2000-2023 Economic & Planning Systems Page | 16 Metro District Competition in North Fort Collins Mulberry is one of four major planned developments, all proposing metro districts in the North Fort Collins area. The others include Montava, Water’s Edge, and Waterfield. At buildout (from 2018 to 2042), the four proposed districts are projected to result in 7,411 additional housing units. This is 24 percent of the estimated growth of approximately 30,500 households in Fort Collins from 2016 to 2040, as shown in Table 8. Given that North Fort Collins is one of the few remaining growth areas in the city, an expected capture rate of 24 percent seems reasonable. However, on a year-to-year basis the four developments will compete for absorption. If the developments happen to each deliver a large number of units at the same time, it may take months or even years for these units to be absorbed. This will in turn impact the bond revenue projections of the four districts. Figure 4 below compares the combined estimated residential build of each of the districts with the total average annual growth rate for the city in Table 8. The figure illustrates that while from 2019 to 2042 the four districts will need to capture 24 percent of total growth, in certain years the buildout schedules imply a much higher capture rate, including 96 percent in 2021.  Appendix A provides more detail on the residential buildout assumptions for each of the metro districts. Figure 4. Implied Capture Rate Four Metro Districts The four districts will also compete in their commercial programs, particularly in the retail portion of these programs. In total, the districts project to develop over 500,000 square feet of retail. Based on a TPI model, the districts’ residential program would only support approximately 361,000 square feet. In additional to competing with each other, the retail will need to attract regional inflow to be supportable.  Appendix B provides additional detail on the commercial programs.  Appendix C provides additional detail on the TPI model. 7% 37% 96% 49% 43% 34% 72% 40% 25% 28% 20% 20% 10% 11% 20% 19% 9% 9% 8% 9% 6% 0% 6% 6% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2019 2020 2021 2022 2023 2024 Mulberry Metro District Market and Financial Review Page | 17 Financial Analysis The Service Plan proposes to use the revenues derived from metro district property taxes to issue debt in the form of bonds. These bond proceeds will be used to reimburse the Developer for public improvement costs. This section reviews proposed public improvement costs and the revenue and debt estimates described in the metro district Service Plan. Public Improvement Costs The Developer provided the public improvement cost estimates in Exhibit F of the Service Plan. Overall, public improvements associated with the development are estimated to be approximately $105 million, as shown in Table 14. This includes $74 million in basic infrastructure costs and $31 million in non-basic or extraordinary costs. Basic costs include earthwork, sanitary sewer, water, stormwater, sidewalks, and streets. Non-basic include non-potable water systems, regional street improvements, and park and other amenities including a community pool and retail promenade. It is important to note that these cost estimates are preliminary and will likely change as the development plan evolves and becomes more detailed. The Developer proposes to issue debt generating approximately $64 million in project proceeds, as shown in Table 14. This debt would cover 61 percent of the total public improvement costs. The Developer would need to cover the remaining $41 million with other funds. Economic & Planning Systems Page | 18 Table 14. Public Infrastructure and Estimated Costs Description Basic Non-Basic Total % Total Public Improvement Costs Earthwork $4,243,630 $0 $4,243,630 4% Sanitary $7,150,257 $0 $7,150,257 7% Water $7,306,574 $846,428 $8,153,002 8% Non-Potable Water $0 $4,642,200 $4,642,200 4% Stormwater $6,087,601 $0 $6,087,601 6% Concrete $6,905,368 $0 $6,905,368 7% Streets $14,375,566 $4,002,023 $18,377,589 18% Erosion Control $1,209,508 $1,209,508 1% Landscaping $4,398,967 $4,582,017 $8,980,984 9% Amenities/Misc $0 0% Neighborhood Pool $0 $3,000,000 $3,000,000 3% Commercial Promenade $0 $3,000,000 $3,000,000 3% Enhanced Pedestrian Crossings $0 $75,000 $75,000 0% Gateway/Monumentation and ROW $0 $1,250,000 $1,250,000 1% Greenfields Rail Crossing $0 $500,000 $500,000 0% Greenfield Offsite Costs $0 $524,453 $524,453 1% Mulberry Intersection $0 $300,000 $300,000 0% Other Costs $2,001,333 $0 $2,001,333 2% Construction Mgmt/General Conditions $9,777,098 $3,408,318 $13,185,416 13% Contingency $10,581,274 $4,544,424 $15,125,698 14% Total $74,037,176 $30,674,863 $104,712,039 100% Metro District Impact Project Funds $64,072,025 61% Other Funds $40,640,014 39% Total $104,712,039 100% Source: Hartford Investments LLC; Gallow ay; Economic & Planning Systems Mulberry Metro District Market and Financial Review Page | 19 Revenue Estimates Proposed Mill Levies and Facility Fee The proposed maximum District Mill Levy of 50 mills is relatively common and within the distribution of similar metro districts in Colorado. The 50 mills would be added onto to the existing property tax levy of 90.828 mills and increase the property tax burden. Based on information in the Financial Plan and D.A. Davidson’s bond projections, the Developer plans to charge 50 mills (40 mills as debt levy and 10 mills for operations) for the residential portion of the project, and 30 mills (20 mills as debt levy and 10 mills for operations) for the commercial portion of the project. (The Developer is able to do this by forming separate districts for the residential and retail areas of the program.) The Developer is likely charging the commercial portion of the project less due to the higher assessment rate for commercial property in the State (29 percent compared to 7.2 percent for residential). A lower commercial mill rate allows the commercial proportion of the project to remain competitive. For the residential portion of the property, the maximum District Mill Levy of 50 mills would result in an average of $1,146 per year or $96 per month of additional cost to the tenant. For the commercial portion of the property, the 30 mills would result in an average of $1.91 per square feet of additional property tax cost per year, as shown in Table 15. Table 15. Metro District Mill Levies Market Assessed Description Value Value Existing District Total Residential (Units) 7.20% 90.828 mills 50.000 mills 140.828 mills Cluster Homes $350,000 $25,200 $2,289 $1,260 $3,549 Single Family - Alley Loaded $450,000 $32,400 $2,943 $1,620 $4,563 Single Family - Traditional $500,000 $36,000 $3,270 $1,800 $5,070 Townhomes $475,000 $34,200 $3,106 $1,710 $4,816 Condos $300,000 $21,600 $1,962 $1,080 $3,042 Market Rate $205,000 $14,760 $1,341 $738 $2,079 Affordable $110,000 $7,920 $719 $396 $1,115 Weighted Average $318,250 $22,914 $2,081 $1,146 $3,227 % Total 64% 36% 100% Commercial ($/SF) 29.00% 90.828 mills 30.000 mills 120.828 mills Office $220 $64 $5.79 $1.91 $7.71 Commercial $220 $64 $5.79 $1.91 $7.71 Weighted Average $220 $64 $5.79 $1.91 $7.71 % Total 75% 25% 100% Source: DA Davidson; Economic & Planning Systems Property Tax Economic & Planning Systems Page | 20 Public Revenue Forecasts and Bond Proceeds D.A. Davidson estimates that the metro district will generate a total of approximately $122 million in revenues from Debt Mill Levy collections, as shown in Table 16. The market value and absorption assumptions described in the Market Assessment section of this memorandum are the main drivers of these revenue estimates. A reduction in the proposed market values for the residential and commercial development and/or extended buildout and absorption schedule will reduce the total bond proceeds. The underwriting process and bond structure include reserve funds and capitalized interest mitigate difference between forecasted and actual values relating to market values, buildout schedule, and other variables. These public revenues will be used to generate approximately $64.1 million that can be used to reimburse the Developer for infrastructure expenditures related to the public improvements. Table 16. Mulberry Metro District Public Revenue and Project Funds Description Amount % Total Public Revenues Bond Par Value $64,595,000 53% Interest $57,395,200 47% Total $121,990,200 100% Project Funds Par Value $64,595,000 Underwriter's Discount -$322,975 Cost of Issuance -$200,000 Total $64,072,025 Source: D.A. Davidson; Economic & Planning Systems Mulberry Metro District Market and Financial Review Page | 21 Public Benefits The City’s policy for reviewing metro districts supports the formation of a district “where it will deliver extraordinary public benefits that align with the goals and objectives of the City”. The policy goes on to define four focus areas or types of benefits that meet this policy as follows: • Environmental Sustainability Outcomes – defined as public improvements that provide environmental benefits including reduction in greenhouse gases, water or energy conservation, community resiliency against natural disasters, renewable energy capacity, and/or other environmental outcomes. • Critical Public Infrastructure – public improvements that address significant infrastructure needs previously identified by the City. • Smart Growth Management – public improvements that facilitate design that increases development density, enhances walkability, increases the availability of transit or multimodal facilities, and/or encourages mixed use development patterns. • Strategic Priorities – public improvements that address City priorities including affordable housing, infill or redevelopment, and economic health improvements (e.g., job growth business retention, or construction of a missing economic resource). Exhibit I of the Service Plan describes the proposed public benefits of the Mulberry project. The Developer is able to provide these public benefits in part due to the District bonds that reimburse the developer for public improvement costs. More specifically, by reimbursing basic infrastructure investments typically associated with development with District bond proceeds, the Developer is able to invest more money into public benefits the City views as priorities. These include environmental sustainability, critical public infrastructure, smart growth management, and strategic priorities like affordable housing. The Service Plan describes a number of public benefits for the project. These include creating a mixed-use, New Urbanist community with a number of housing options and employing Traditional Neighborhood Development (TND) principles. They also include: • Roads – including the extension of Greenfields Court to connect Mulberry to I-25; • Non-Potable Water System – to reduce the amount of water used for landscaping (which can be between 60 and 70 percent of the total water use of a development); • Parks, Open Space, and Trails – including a variety of trail connections, community parks, and a community pool; • Attainable Homes Price – primarily provided through denser housing and smaller lots; • Affordable Housing – a minimum of 160 units between 60 and 120 percent of the area median income (AMI); • Environmental Sustainability – including a commitment to 800 kW of solar capacity, xeric landscaping. Economic & Planning Systems Page | 22 Table 17 shows the Developer’s estimates of the value for different public benefits in the four focus areas outlined by the City. Overall, the development estimates that the District is providing approximately $69 million of public benefits. This amount is greater than the total estimated bond proceeds of approximately $64 million. Overall, the Service Plan does not guarantee the delivery of public benefits. Public benefits will have to be vetted and guaranteed through additional approval steps for the metro district, including approval of the development plan. After reviewing the District plan, EPS identified several items for which it is difficult to determine what are “extraordinary benefits” to the City and what are simply costs associated with a typical development of this type as listed below: • Added Utility Services – The District plan describes this cost as relating to additional water and sewer infrastructure associated with higher density housing types. However, it is unclear whether these costs are recouped in the pricing of this housing or through additional revenues from increased total lots in the District. • Non-Potable Irrigation System – The public benefit estimates includes the costs of the non-potable water irrigation system at $4.6 million. However, it also takes credit for the $19.0 million in water savings to consumers under “Water Savings for Non- Potable Irrigation System”. This appears to be “double counting” by taking credit for both the costs of building the irrigation system and again for the savings to consumers for the resultant water usage reduction. • Affordable Housing – There is insufficient information to substantiate the $10.5 affordable housing benefits claimed for the project. As indicated above, the project shows 300 affordable housing units in Table 1 with no income or price specifications. The Financial Plan (Exhibit I) indicates that 10 percent of total housing will be affordable at 60 to 120 percent of AMI. If the units are all apartments and provided at below 60 percent AMI, they would be affordable at a level requiring a subsidy. If some of the units are for-sale affordable housing, the income levels could potentially be modestly higher but not above 100 percent AMI. In any case, the project would need to substantiate the actual costs of the subsidies to qualify as an extraordinary public benefit. Mulberry Metro District Market and Financial Review Page | 23 Table 17. Mulberry Development Public Benefit Estimates Description Category Benefit % Total Enivronmental Sustainability 800 kW of Solar Power GHG Reduction $1,969,400 3% Non-Potable Water Irrigation System Water Conservation $4,642,190 7% Pollinator Corridor Enhanced Resiliency $160,800 0% Cooperslough Improvements Enhanced Resiliency $500,000 1% Lake Canal Improvements Enhanced Resiliency $150,000 0% Subtotal $7,422,390 11% Critical Public Infrastructure Rail Crossing On-Site $500,000 1% Vine & Timberline Contribution Off-Site $250,000 0% Greenfield RAB Off-Site $524,453 1% Subtotal $1,274,453 2% Smart Growth Management Alley Loaded Homes Increased Density $4,002,023 6% Added Utility Services Walkability $15,138,750 22% Enhanced Crossings Public Space $75,000 0% Neighborhood Parks Public Space $3,270,672 5% Swimming Pool Public Space $3,000,000 4% Commercial Center Promenade Public Space $3,000,000 4% Subtotal $28,486,445 41% Strategic Priorities Affordable Housing Affordable Housing $10,458,500 15% Water Savings for Non-Potable Irrigation System Affordable Housing $18,962,544 28% Mulberry Frontage Improvemetns Infill & Redevelopment $500,000 1% Monument/Gateway Signage Infill & Redevelopment $1,250,000 2% Mulberry Intersection/Median Improvements Infill & Redevelopment $300,000 0% Subtotal $31,471,044 46% TOTAL $68,654,332 100% Source: Hartford Homes; Economic & Planning Systems Economic & Planning Systems Page | 24 Summary and Conclusions • Proposed Mill Levies: The proposed Mulberry maximum aggregate mill levy of 50 mills is in line with the City’s current metro district policy. Reducing the mill for the commercial proportion of the project helps to mitigate the property tax burden on commercial properties and will help the commercial portion of the development be competitive. • Market Values: EPS generally finds that the market values used in the public revenue estimates to be reasonable. These assumptions align with market averages, given a new construction premium, and the residential market values are comparable to other recent developments in North Fort Collins. • Residential Absorption: Mulberry is an ambitious development that will need to capture a significant portion of the residential and retail market to achieve the proposed buildout assumptions in its Financial Plan. In particular, Mulberry will need to compete with other larger-scale residential and mixed-use developments planned for North Fort Collins, including the Waterfield, Water’s Edge, and Montava. The fact that North Fort Collins is one of the only remaining growth areas of the city should help each of these developments achieve a significant market share. However, in aggregate, the cumulative absorption of these four large developments may exceed overall market demand. • Retail Absorption: The success of the retail portion of the project will depend on the success of the residential portion of the project. Overall, EPS finds that the retail program to be oversized. To support this level of retail, the project will need to attract inflow from residents that live outside of the development and potentially build more regionally-serving retail. • Office Absorption: EPS finds that an implied 7 percent capture rate of the office program to be a reasonable target for the development. However, we note that the office market in North Fort Collins is immature. The proximity of the development to I-25 may help support office in Mulberry. The residential development will also help support service office uses once a critical mass has been achieved. • Public Benefits: As outlined in Exhibit I Public Benefits, the Service Plan proposes an extensive list of public improvement that potentially meet the City’s proposed metro district criteria for extraordinary public benefits. The estimated value of these benefits is greater than the estimate project fund proceeds from a bond issuance. However, there are at least three public benefits for which the value is either unsubstantiated or overstated requiring additional supportable data including—Added Utility Services, water savings from Non-Potable Water Irrigation System, and Affordable Housing. Mulberry Metro District Market and Financial Review Page | 25 Appendices Appendix A: Metro District Residential Buildout Assumptions Table 18. Metro District Residential Buildout Mulberry Montava Water's Edge Waterfield Total Description Low Middle Low Middle Low Middle Low Middle Low Middle Total Year 2019 0 0 0 0 60 24 0 0 60 24 84 2020 0 0 160 50 69 40 54 100 283 190 473 2021 120 540 175 150 69 40 54 72 418 802 1,220 2022 120 0 170 125 68 40 54 46 412 211 623 2023 120 0 180 100 65 40 38 0 403 140 543 2024 120 0 180 0 65 40 30 0 395 40 435 2025 120 300 180 180 65 40 30 0 395 520 915 2026 80 40 180 90 61 31 20 0 341 161 502 2027 0 40 160 90 31 0 0 0 191 130 321 2028 0 0 175 180 0 0 0 0 175 180 355 2029 0 0 175 80 0 0 0 0 175 80 255 2030 0 0 160 100 0 0 0 0 160 100 260 2031 0 0 130 0 0 0 0 0 130 0 130 2032 0 0 140 0 0 0 0 0 140 0 140 2033 0 0 150 100 0 0 0 0 150 100 250 2034 0 0 140 100 0 0 0 0 140 100 240 2035 0 0 0 120 0 0 0 0 0 120 120 2036 0 0 0 110 0 0 0 0 0 110 110 2037 0 0 0 100 0 0 0 0 0 100 100 2038 0 0 0 110 0 0 0 0 0 110 110 2039 0 0 0 75 0 0 0 0 0 75 75 2040 0 0 0 0 0 0 0 0 0 0 0 2041 0 0 0 75 0 0 0 0 0 75 75 2042 0 0 0 75 0 0 0 0 0 75 75 Summary Total 680 920 2,455 2,010 553 295 280 218 3,968 3,443 7,411 Avg. 28 38 102 84 23 12 12 9 165 143 309 Source: DA Davidson; Economic & Planning Systems Economic & Planning Systems Page | 26 Appendix B: Metro District Commercial Buildout Assumptions Table 19. Metro District Commercial Buildout Mulberry Montava Water's Edge Total Description Retail Office Retail Office Industrial Retail Retail Office Industrial Year 2019 0 0 0 0 0 0 0 0 0 2020 0 0 20,000 0 30,000 0 20,000 0 30,000 2021 0 0 20,000 0 40,000 0 20,000 0 40,000 2022 0 0 20,000 0 20,000 0 20,000 0 20,000 2023 0 0 25,000 15,000 0 20,000 45,000 15,000 0 2024 0 0 25,000 0 30,000 0 25,000 0 30,000 2025 108,900 0 0 25,000 0 20,000 128,900 25,000 0 2026 121,999 86,000 10,000 10,000 40,000 0 131,999 96,000 40,000 2027 0 0 10,000 10,000 0 30,000 40,000 10,000 0 2028 0 0 10,000 0 40,000 0 10,000 0 40,000 2029 0 0 0 10,000 0 0 0 10,000 0 2030 0 0 10,000 10,000 40,000 0 10,000 10,000 40,000 2031 0 0 10,000 0 0 0 10,000 0 0 2032 0 0 20,000 0 50,000 0 20,000 0 50,000 2033 0 0 0 30,000 50,000 0 0 30,000 50,000 2034 0 0 10,000 20,000 30,000 0 10,000 20,000 30,000 2035 0 0 0 0 0 0 0 0 0 2036 0 0 0 0 50,000 0 0 0 50,000 2037 0 0 10,000 0 0 0 10,000 0 0 2038 0 0 0 10,000 25,000 0 0 10,000 25,000 2039 0 0 0 0 0 0 0 0 0 2040 0 0 0 20,000 0 0 0 20,000 0 2041 0 0 0 0 0 0 0 0 0 2042 0 0 10,000 20,000 0 0 10,000 20,000 0 2043 0 0 0 10,000 0 0 0 10,000 0 2044 0 0 0 10,000 0 0 0 10,000 0 Summary Total 230,899 86,000 210,000 200,000 445,000 70,000 510,899 286,000 445,000 Avg. 8,881 3,308 8,077 7,692 17,115 2,692 19,650 11,000 17,115 Source: DA Davidson; Economic & Planning Systems Mulberry Metro District Market and Financial Review Page | 27 Appendix C: Metro District TPI Analysis Table 20. Metro District TPI Analysis Description Units Formula Amount Source Units # A 7,411 D.A. Davidson Occupancy % B 95.0% EPS HHs # C = A x B 7,040 Calculation Mean HH Income $/HH D $81,151 ACS 2017 1-Year TPI $ E = C X D $571,339,558 Calculation % of HH Inc. on Retail % F 35% 2012 Census of Retail Trade E-Commerce % Total % G 10% EPS Pct. Taxable Expenditures % H = F + G 32% Calculation Est. Taxable Expenditures $ I = (1-H) x E $180,542,880 Calculation % Locally-Oriented % J 50% 2012 Census of Retail Trade Total Local Spending $ K = (1-J) x I $90,271,440 Calculation Avg. Sales Per SF $/sq. ft. L $250 EPS Total Retail Space sq. ft. P = K / L 361,086 Calculation Source: D.A. Davidson; ACS 2017 1-Year; Economic & Planning Systems Waterfield Mulberry Montava Water’s Edge Phase 1 & 2 METRO DISTRICTS COMBINED VICINITY MAP ATTACHMENT 6 ATTACHMENT 7 ATTACHMENT 8 ATTACHMENT 9 1 Mulberry Metro District: Service Plan Proposal Josh Birks 04-16-19 ATTACHMENT 10 Presentation Overview 1. Timeline 2. Community Benefits 3. Metro District Commitments 4. Answers to Council Questions 5. Staff Recommendation 2 Timeline 3 Jan-Feb 2019 Dec 2018 Jan 2019 Letter of Intent Service Plan Submission Staff Analysis End of Feb 2019 Council Finance Review April 2019 Council Review Application Review Process Metro District Election Process Nov. 2019 Sept. 2019 District Court Submittal Election Project Description § 9+ Year Multi- phase Master Planned Project § 1,600 Residential Units § 15% affordable (240 units) 4 Community-wide Benefits • 240 affordable housing units (minimum of 40 units For Sale and 200 For Rent) • 800 kW of solar installed and a pollinator corridor • Energize Mulberry Corridor with monument entry and 20-30 acres of retail, commercial, and office space 5 Metro District Commitments 6 Affordable Housing 15% Affordable (240 units) Deed Restricted (20 Yrs) For Sale Units 80% AMI or Less Environmental Benefits 800 kW Solar Non-potable Community-wide Irrigation Pollinator Corridor Infrastructure Cooper Slough Improvements Lake Canal Improvements Greenfields Roundabout Policy Evaluation & Public Benefits 7 Environmental Sustainability GHG Reduction Water/Energy Conservation Multimodal Transportation Enhance Resiliency Increase Renewable Capacity Critical Public Infrastructure Existing significant infrastructure challenges On-site Off-site Smart Growth Management Increase density Walkability/Pedestrian Infrastructure Availability of Transit Public Spaces Mixed-Use Strategic Priorities Affordable Housing Workforce Housing Infill/Redevelopment Economic Health Outcomes Public Improvements 8 Triple Bottom Line Scan (TBL-S) Results 9 Key TBL-S Results • The proposed 10% affordable housing (160 units) would have positive impacts for both economic and social sustainability • The currently proposed environmental benefits are not as strong as they could be Mitigation Strategies • Could benefit from strengthening a particular focus area (e.g. focusing on 15% affordable housing) • OR The Service Plan could benefit from committing to more specific environmental public benefits (e.g. DOE Net Zero Ready homes, LEED standards, EV charging infrastructure that goes beyond code, etc.) Service Plan Highlights Changes Since Council Finance Meeting 1. Expanded affordable housing from 10% to 15% 2. Relabeled open space to green space to avoid confusion with the City’s Open Space program Protections from Policy 1. No Debt or Debt Mill until Council approves Development Agreement and/or Intergovernmental Agreement 2. City may dissolve the district if no Development Agreement or Intergovernmental Agreement has been approved within 3 years 10 Staff Recommendation • Staff recommends adoption of the resolution 11 Affordable Housing 12 Percent AMI Area Median Income (AMI) HUD Classification 100% $ 85,100 Moderate Income 80% $ 68,100 Low Income 60% $ 51,060 Low Income 50% $ 42,550 Very Low Income 30% $ 25,550 Extremely Low Income 3 Person 4 Person 80% AMI $ 61,300 $ 68,100 Monthly Income $ 5,110 $ 5,680 Available for Housing (38%) $ 1,942 $ 2,158 Property Taxes (.072%) $ 200 $ 230 Metro Taxes/HOA Fees ($200/mo) $ 200 $ 200 Insurance (.038%) $ 110 $ 120 Monthly Mortgage Payment $ 1,432 $ 1,608 Loan Amount $ 266,800 $ 299,500 Down Payment $ 11,100 $ 12,500 Total Purchase Price $ 277,900 $ 312,000 ItemHousehold 2018, 4 Person Household Source: Housing & Urban Development, US Gov’t; Social Sustainability 13 Combined Vicinity Map of Northeast Fort Collins Waterfield Mulberry Montava Water’s Edge Phase 1 & 2 -1- RESOLUTION 2019-050 OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS APPROVING THE CONSOLIDATED SERVICE PLAN FOR MULBERRY METROPOLITAN DISTRICT NOS. 1-6 WHEREAS, Title 32 of the Colorado Revised Statutes (“C.R.S.”) authorizes the formation of various kinds of governmental entities to finance and operate public services and infrastructure, including metropolitan districts; and WHEREAS, in July 2008, the City Council adopted Resolution 2008-069 in which it approved a policy setting forth various guidelines, requirements and criteria concerning the City’s review and approval of service plans for metropolitan districts (the “2008 Policy”); and WHEREAS, on February 5, 2019, City Council adopted Resolution 2019-016 approving the “City of Fort Collins Revised Policy for Reviewing Service Plans for Metropolitan Districts” (the “2019 Policy”) setting forth guidelines, requirements and criteria applicable to the City’s consideration of a metropolitan district service plan to replace and supersede those in the 2008 Policy, except for the fee and notice requirements when they have been satisfied by a service plan applicant under the 2008 Policy before the adoption of the 2019 Policy; and WHEREAS, pursuant to the provisions of Article 1 of Title 32 of the Colorado Revised Statutes (the “Special District Act”), Hartford Investments, LLC (the “Petitioner”) has submitted to the City a Consolidated Service Plan (the “Service Plan”) for the Mulberry Metropolitan District Nos. 1-6 (each a “District” and collectively the “Districts”); and WHEREAS, a copy of the Service Plan is attached as Exhibit “A” and incorporated herein by reference; and WHEREAS, the Districts will be organized to provide for the planning, design, acquisition, construction, installation, relocation, redevelopment and operation and maintenance of all or a portion of certain public improvements, as more specifically described in the Service Plan; and WHEREAS, in accordance with the 2019 Policy, the Petitioner has complied with the requirement for mailed notice of the City Council’s April 16, 2019 public hearing on the Service Plan (the “Public Hearing”), as evidenced by the “Certificate of Mailing of Notice of Public Hearing” attached as Exhibit “B” and incorporated herein by reference; and WHEREAS, the Petitioner has also provided notice of the Public Hearing by publication as evidenced by the “Affidavit of Publication” attached as Exhibit “C” and incorporated herein by reference; and WHEREAS, on April 16, 2019, the City Council conducted the Public Hearing in which it reviewed the Service Plan and considered the testimony and evidence presented; and -2- WHEREAS, the Special District Act requires that any service plan submitted to the district court for the creation of a metropolitan district must first be approved by resolution of the governing body of the municipality within which the proposed district lies; and WHEREAS, the City Council wishes to approve the Service Plan for the Districts. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT COLLINS, COLORADO, as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That the City Council hereby determines that the City’s notification requirements have been complied with regarding the Public Hearing on the Service Plan. Section 3. That the City Council hereby finds and determines that the Service Plan contains, or sufficiently provides for, the items described in C.R.S. Section 32-1-202(2). Section 4. That the City Council hereby further finds and determines with respect to the Service Plan and in accordance with C.R.S. Sections 32-1-204.5(1) and 32-1-203(2), that: (a) There is sufficient existing and projected need for organized service in the area to be serviced by the proposed Districts; (b) The existing service in the area to be served by the proposed Districts is inadequate for present and projected needs; (c) The proposed Districts are capable of providing economical and sufficient service to the area within the proposed boundaries; and (d) The area to be included in the proposed Districts has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. Section 5. The City Council’s findings are based solely upon the evidence in the Service Plan as presented at the Public Hearing and the City has not conducted any independent investigation of the evidence. The City makes no guarantee as to the financial viability of the Districts or the achievability of the desired results. Section 6. That the City Council hereby approves the Service Plan. Section 7. That the City Council’s approval of the Service Plan is not a waiver or a limitation upon any power that the City Council is legally permitted to exercise regarding the property within the Districts. -3- Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 16th day of April, A.D. 2019. _________________________________ Mayor ATTEST: _____________________________ City Clerk 1 CONSOLIDATED SERVICE PLAN FOR MULBERRY METROPOLITAN DISTRICT NOS. 1-6 CITY OF FORT COLLINS, COLORADO Prepared by: Spencer Fane LLP 1700 Lincoln Street, Suite 2000 Denver, Colorado 80203 Submitted On: January 8, 2019 Approved on: EXHIBIT A 2 DN 3520023.1 TABLE OF CONTENTS I. INTRODUCTION ............................................................................................................................... 6 A. Purpose and Intent. ................................................................................................................... 6 B. Need for the Districts. ................................................................................................................... 6 C. Objective of the City Regarding Districts’ Service Plan. .................................................... 7 D. City Approvals. ........................................................................................................................... 7 II. DEFINITIONS ................................................................................................................................ 7 III. BOUNDARIES AND LOCATION .............................................................................................. 11 IV. DESCRIPTION OF PROJECT, PLANNED DEVELOPMENT, PUBLIC BENEFITS & ASSESSED VALUATION ....................................................................................................................... 12 A. Project and Planned Development. ............................................................................................. 12 B. Public Benefits. .............................................................................................................................. 12 C. Assessed Valuation. ....................................................................................................................... 13 V. INCLUSION OF LAND IN THE SERVICE AREA ..................................................................... 14 VI. DISTRICT GOVERNANCE ....................................................................................................... 14 VII. AUTHORIZED AND PROHIBITED POWERS ....................................................................... 14 A. General Grant of Powers. ............................................................................................................. 14 B. Prohibited Improvements and Services and other Restrictions and Limitations. .................. 14 1. Eminent Domain Restriction ....................................................................................................... 15 2. Fee Limitation ............................................................................................................................. 15 3. Operations and Maintenance ....................................................................................................... 15 4. Fire Protection Restriction .......................................................................................................... 15 5. Public Safety Services Restriction .............................................................................................. 15 6. Grants from Governmental Agencies Restriction ....................................................................... 16 7. Golf Course Construction Restriction ......................................................................................... 16 8. Television Relay and Translation Restriction ............................................................................. 16 9. Potable Water and Wastewater Treatment Facilities .................................................................. 16 10. Sales and Use Tax Exemption Limitation ............................................................................... 16 11. Sub-district Restriction ........................................................................................................... 16 12. Privately Placed Debt Limitation ............................................................................................ 16 3 DN 3520023.1 13. Special Assessments ............................................................................................................... 17 VIII. PUBLIC IMPROVEMENTS AND ESTIMATED COSTS .................................................. 17 A. Development Standards. ............................................................................................................... 18 B. Contracting. ................................................................................................................................... 18 C. Land Acquisition and Conveyance. ............................................................................................. 18 D. Equal Employment and Discrimination. .................................................................................... 18 IX. FINANCIAL PLAN/PROPOSED DEBT ................................................................................... 19 A. Financial Plan. ............................................................................................................................... 19 B. Mill Levies. ..................................................................................................................................... 19 1. Aggregate Mill Levy Maximum ................................................................................................. 19 2. Regional Mill Levy Not Included in Other Mill Levies ............................................................. 20 3. Operating Mill Levy.................................................................................................................... 20 4. Gallagher Adjustments ................................................................................................................ 20 5. Excessive Mill Levy Pledges ...................................................................................................... 20 6. Refunding Debt ........................................................................................................................... 20 7. Maximum Debt Authorization .................................................................................................... 20 C. Maximum Voted Interest Rate and Underwriting Discount. .................................................... 21 D. Interest Rate and Underwriting Discount Certification. ........................................................... 21 E. Disclosure to Purchasers. ............................................................................................................. 21 F. External Financial Advisor. ......................................................................................................... 22 G. Disclosure to Debt Purchasers. ................................................................................................ 22 H. Security for Debt. ...................................................................................................................... 22 I. TABOR Compliance. .................................................................................................................... 22 J. Districts’ Operating Costs. ........................................................................................................... 23 X. REGIONAL IMPROVEMENTS .................................................................................................... 23 A. Regional Mill Levy Authority. ..................................................................................................... 23 B. Regional Mill Levy Imposition. .................................................................................................... 23 C. City Notice Regarding Regional Improvements. ........................................................................ 23 D. Regional Improvements Authorized Under Service Plan. ........................................................ 24 E. Expenditure of Regional Mil Levy Revenues. ............................................................................ 24 F. Regional Mill Levy Term. ............................................................................................................ 24 G. Completion of Regional Improvements. ................................................................................. 24 4 DN 3520023.1 H. City Authority to Require Imposition. .................................................................................... 24 I. Regional Mill Levy Not Included in Other Mill Levies. ............................................................ 24 J. Gallagher Adjustment. ................................................................................................................. 24 XI. CITY FEES .................................................................................................................................... 25 XII. BANKRUPTCY LIMITATIONS ................................................................................................ 25 XIII. ANNUAL REPORTS AND BOARD MEETINGS ................................................................ 25 A. General. .......................................................................................................................................... 25 B. Board Meetings. ............................................................................................................................ 25 C. Report Requirements. ................................................................................................................... 25 1. Narrative ..................................................................................................................................... 25 2. Financial Statements ................................................................................................................... 26 3. Capital Expenditures ................................................................................................................... 26 4. Financial Obligations .................................................................................................................. 26 5. Board Contact Information ......................................................................................................... 26 6. Other Information ....................................................................................................................... 26 D. Reporting of Significant Events. .................................................................................................. 26 E. Failure to Submit. ......................................................................................................................... 27 XIV. SERVICE PLAN AMENDMENTS ......................................................................................... 27 XV. MATERIAL MODIFICATIONS ................................................................................................ 27 XVI. DISSOLUTION ......................................................................................................................... 28 XVII. SANCTIONS ............................................................................................................................. 28 XIX. CONCLUSION ......................................................................................................................... 29 XX. RESOLUTION OF APPROVAL ................................................................................................ 29 5 DN 3520023.1 EXHIBITS EXHIBIT A-1 Legal Description of District No. 1 Boundaries EXHIBIT A-2 Legal Description of District No. 2 Boundaries EXHIBIT A-3 Legal Description of District No. 3 Boundaries EXHIBIT A-4 Legal Description of District No. 4 Boundaries EXHIBIT A-5 Legal Description of District No. 5 Boundaries EXHIBIT A-6 Legal Description of District No. 6 Boundaries EXHIBIT B-1 District No. 1 Boundary Map EXHIBIT B-2 District No. 2 Boundary Map EXHIBIT B-3 District No. 3 Boundary Map EXHIBIT B-4 District No. 4 Boundary Map EXHIBIT B-5 District No. 5 Boundary Map EXHIBIT B-6 District No. 6 Boundary Map EXHIBIT C Legal Description of Inclusion Area EXHIBIT D Inclusion Area Boundary Map EXHIBIT E Vicinity Map EXHIBIT F Public Improvement Cost Estimates EXHIBIT G Public Improvement Maps EXHIBIT H Financial Plan EXHIBIT I Public Benefits EXHIBIT J Disclosure Notice EXHIBIT K Intergovernmental Agreement with City 6 DN 3520023.1 I. INTRODUCTION A. Purpose and Intent. The Districts, which are intended to be independent units of local government separate and distinct from the City, are governed by this Service Plan, the Special District Act and other applicable State law. Except as may otherwise be provided by State law, City Code or this Service Plan, the Districts’ activities are subject to review and approval by the City Council only insofar as they are a material modification of this Service Plan under C.R.S. Section 32-1-207 of the Special District Act. It is intended that the Districts will provide all or part of the Public Improvements for the Project for the use and benefit of all anticipated inhabitants and taxpayers of the Districts. The primary purpose of the Districts will be to finance the construction of these Public Improvements by the issuance of Debt. It is also intended under this Service Plan that no District shall be authorized to issue any Debt, impose a Debt Mill Levy, or impose any Fees for payment on Debt unless and until the delivery of the applicable Public Benefits described in Section IV.B of this Service Plan has been secured in accordance with Section IV.B of this Service Plan. It is intended that this Service Plan also requires the Districts to pay a portion of the cost of the Regional Improvements, as provided in Section X of this Service Plan, as part of ensuring that those privately-owned properties to be developed in the Districts that benefit from the Regional Improvements pay a reasonable share of the associated costs. The Districts are not intended to provide ongoing operations and maintenance services except as expressly authorized in this Service Plan. It is the intent of the Districts to dissolve upon payment or defeasance of all Debt incurred or upon a court determination that adequate provision has been made for the payment of all Debt, except that if the Districts are authorized in this Service Plan to perform continuing operating or maintenance functions, the Districts shall continue in existence for the sole purpose of providing such functions and shall retain only the powers necessary to impose and collect the taxes or Fees authorized in this Service Plan to pay for the costs of those functions. It is intended that the Districts shall comply with the provisions of this Service Plan and that the City may enforce any non-compliance with these provisions as provided in Sections XVII and XVIII of this Service Plan. B. Need for the Districts. There are currently no other governmental entities, including the City, located in the immediate vicinity of the Districts that consider it desirable, feasible or practical to undertake the 7 DN 3520023.1 planning, design, acquisition, construction, installation, relocation, redevelopment and financing of the Public Improvements needed for the Project. Formation of the Districts is therefore necessary in order for the Public Improvements required for the Project to be provided in the most economic manner possible. C. Objective of the City Regarding Districts’ Service Plan. The City’s objective in approving this Service Plan is to authorize the Districts to provide for the planning, design, acquisition, construction, installation, relocation and redevelopment of the Public Improvements from the proceeds of Debt to be issued by the Districts but in doing so, to also establish in the Service Plan the means by which the Regional Improvements and Public Benefits will be provided. Except as specifically provided in this Service Plan, all Debt is expected to be repaid by taxes and Fees imposed and collected for no longer than the Maximum Debt Mill Levy Imposition Term for residential properties and at a tax mill levy no higher than the Maximum Debt Mill Levy. Fees imposed for the payment of Debt shall be due no later than upon the issuance of a building permit. Debt which is issued within these parameters and, as further described in the Financial Plan, will insulate property owners from excessive tax and Fee burdens to support the servicing of the Debt and will result in a timely and reasonable discharge of the Debt. D. City Approvals. Any provision in this Service Plan requiring “City” or “City Council” approval or consent shall require the City Council’s prior written approval or consent exercised in its sole discretion. Any provision in this Service Plan requiring “City Manager” approval or consent shall require the City Manager’s prior written approval or consent exercised in the City Manager’s sole discretion. II. DEFINITIONS In this Service Plan, the following words, terms and phrases which appear in a capitalized format shall have the meaning indicated below, unless the context clearly requires otherwise: Aggregate Mill Levy: means the total mill levy resulting from adding a District’s Debt Mill Levy and Operating Mill Levy. A District’s Aggregate Mill Levy does not include any Regional Mill Levy that the District may levy. Aggregate Mill Levy Maximum: means the maximum number of combined mills a District may levy for its Debt Mill Levy and Operating Mill Levy, at a rate not to exceed the limitation set in Section IX.B.1. Approved Development Plan: means a City-approved development plan or other land-use application required by the City Code for identifying, among other things, public improvements necessary for facilitating the development of property within the Service Area, which plan shall include, without limitation, any development agreement required by the City Code. 8 DN 3520023.1 Board or Boards: means the duly constituted board of directors of a District or the Boards of Directors of all of the Districts, in the aggregate. Bond, Bonds or Debt: means bonds, notes or other multiple fiscal year financial obligations for the payment of which a District has promised to impose an ad valorem property tax mill levy, Fees or other legally available revenue. Such terms do not include contracts through which a District procures or provides services or tangible property. City: means the City of Fort Collins, Colorado, a home rule municipality. City Code: means collectively the City’s Municipal Charter, Municipal Code, Land Use Code and ordinances as all are now existing and hereafter amended. City Council: means the City Council of the City. City Manager: means the City Manager of the City. C.R.S.: means the Colorado Revised Statutes. Debt Mill Levy: means a property tax mill levy imposed on Taxable Property within a District for the purpose of paying Debt as authorized in this Service Plan, at a rate not to exceed the limitations set in Section IX.B of this Service Plan. Developer: means a person or entity that is the owner of property or owner of contractual rights to property in the Service Area that intends to develop the property. District: means any of the following metropolitan districts: Mulberry Metropolitan District No. 1, Mulberry Metropolitan District No. 2, Mulberry Metropolitan District No. 3, Mulberry Metropolitan District No. 4, Mulberry Metropolitan District No. 5, and Mulberry Metropolitan District No. 6, as each are organized under and governed by this Service Plan. District No. 1 Boundaries: means the boundaries of the area legally described in Exhibit “A-1” attached hereto and incorporated by reference and as depicted in the District No. 1 Boundary Map. District No. 2 Boundaries: means the boundaries of the area legally described in Exhibit “A-2” attached hereto and incorporated by reference and as depicted in the District No. 2 Boundary Map. District No. 3 Boundaries: means the boundaries of the area legally described in Exhibit “A-3” attached hereto and incorporated by reference and as depicted in the District No. 3 Boundary Map. District No. 4 Boundaries: means the boundaries of the area legally described in Exhibit “A-4” attached hereto and incorporated by reference and as depicted in the District No. 4 Boundary Map. District No. 5 Boundaries: means the boundaries of the area legally described in Exhibit “A-5” attached hereto and incorporated by reference and as depicted in the District No. 5 Boundary Map. 9 DN 3520023.1 District No. 6 Boundaries: means the boundaries of the area legally described in Exhibit “A-6” attached hereto and incorporated by reference and as depicted in the District No. 6 Boundary Map. District No. 1 Boundary Map: means the map of the District No. 1 Boundaries attached hereto as Exhibit “B-1” and incorporated by reference. District No. 2 Boundary Map: means the map of the District No. 2 Boundaries attached hereto as Exhibit “B-2” and incorporated by reference. District No. 3 Boundary Map: means the map of the District No. 3 Boundaries attached hereto as Exhibit “B-3” and incorporated by reference. District No. 4 Boundary Map: means the map of the District No. 4 Boundaries attached hereto as Exhibit “B-4” and incorporated by reference. District No. 5 Boundary Map: means the map of the District No. 5 Boundaries attached hereto as Exhibit “B-5” and incorporated by reference. District No. 6 Boundary Map: means the map of the District No. 6 Boundaries attached hereto as Exhibit “B-6” and incorporated by reference. Districts: means Mulberry Metropolitan District No. 1, Mulberry Metropolitan District No. 2, Mulberry Metropolitan District No. 3, Mulberry Metropolitan District No. 4, Mulberry Metropolitan District No. 5, and Mulberry Metropolitan District No. 6, collectively, organized under and governed by this Service Plan. End User: means any owner, or tenant of any owner, of any property within a District, who is intended to become burdened by the imposition of ad valorem property taxes and/or Fees. By way of illustration, a resident homeowner, renter, commercial property owner or commercial tenant is an End User. A Developer and any person or entity that constructs homes or commercial structures is not an End User. External Financial Advisor: means a consultant that: (1) is qualified to advise Colorado governmental entities on matters relating to the issuance of securities by Colorado governmental entities including matters such as the pricing, sales and marketing of such securities and the procuring of bond ratings, credit enhancement and insurance in respect of such securities; (2) shall be an underwriter, investment banker, or individual listed as a public finance advisor in the Bond Buyer’s Municipal Market Place or, in the City’s sole discretion, other recognized publication as a provider of financial projections; and (3) is not an officer or employee of the Districts or an underwriter of the Districts’ Debt. Fees: means the fees, rates, tolls, penalties and charges a District is authorized to impose and collect under this Service Plan. Financial Plan: means the Financial Plan described in Section IX of this Service Plan which was prepared by D.A. Davidson and Co. in accordance with the requirements of this Service Plan and describes (a) how the Public Improvements are to be financed; (b) how the Debt is expected to be incurred; and (c) the estimated operating revenue derived from property taxes and any Fees for the first budget year through the year in which all District Debt is expected to be defeased or paid in the ordinary course. 10 DN 3520023.1 Inclusion Area Boundaries: means the boundaries of the property that is anticipated to be added to one or more of the District’s boundaries after the Districts’ organization, which property is legally described in Exhibit “C” attached hereto and incorporated by reference and depicted in the map attached hereto as Exhibit “D” and incorporated herein by reference. Maximum Debt Authorization: means the total Debt the Districts are permitted to issue as set forth in Section IX.B.7 of this Service Plan. Maximum Debt Mill Levy Imposition Term: means the maximum term during which a District’s Debt Mill Levy may be imposed on property developed in the Service Area for residential use, which shall include residential properties in mixed-use developments. This maximum term shall not exceed forty (40) years from December 31 of the year this Service Plan is approved by City Council. Operating Mill Levy: means a property tax mill levy imposed on Taxable Property for the purpose of funding a District’s administration, operations and maintenance as authorized in this Service Plan, including, without limitation, repair and replacement of Public Improvements, and imposed at a rate not to exceed the limitations set forth in Section IX.B of this Service Plan. Planned Development: means the private development or redevelopment of the properties in the Service Area, commonly referred to as the Mulberry Development, under an Approved Development Plan. Project: means the installation and construction of the Public Improvements for the Planned Development. Public Improvements: means the improvements and infrastructure the Districts are authorized by this Service Plan to fund and construct for the Planned Development to serve the future taxpayers and inhabitants of the Districts, except as specifically prohibited or limited in this Service Plan. Public Improvements shall include, without limitation, the improvements and infrastructure described in Exhibit “F” attached hereto and incorporated by reference. Public Improvements do not include Regional Improvements. Regional Improvements: means any regional public improvement identified by the City for funding, in whole or part, by a Regional Mill Levy levied by the Districts, including, without limitation, the public improvements described in Exhibit “I” attached hereto and incorporated by reference. Regional Mill Levy: means the property tax mill levy imposed on Taxable Property for the purpose of planning, designing, acquiring, funding, constructing, installing, relocating and/or redeveloping the Regional Improvements and/or to fund the administration and overhead costs related to the Regional Improvements as provided in Section X of this Service Plan. Service Area: means the property collectively within the District No. 1 Boundaries, District No. 2 Boundaries, District No. 3 Boundaries, District No. 4 Boundaries, District No. 5 Boundaries, and District No. 6 Boundaries and the property in the Inclusion Area Boundaries when it is added, in whole or part, to one or more of the Districts’ boundaries, 11 DN 3520023.1 all as may be amended from time to time as further set forth in this Service Plan and the Special District Act. Special District Act: means Article 1 in Title 32 of the Colorado Revised Statutes, as amended. Service Plan: means this service plan for the Districts approved by the City Council. Service Plan Amendment: means a material modification of the Service Plan approved by the City Council in accordance with the Special District Act, this Service Plan and any other applicable law. State: means the State of Colorado. TABOR: means Colorado’s Taxpayer’s Bill of Rights in Article X, Section 20 of the Colorado Constitution. Taxable Property: means the real and personal property within the Service Area that will be subject to the ad valorem property taxes imposed by the Districts, including the real and personal property within the Inclusion Area Boundaries when added to one or more of the District’s boundaries that will also be subject to the ad valorem property taxes imposed by the Districts. Vicinity Map: means the map attached hereto as Exhibit “E” and incorporated by reference depicting the location of the Service Area within the regional area surrounding it. III. BOUNDARIES AND LOCATION The area of the Service Area includes approximately 226 acres and the total area proposed to be included in the Inclusion Area Boundaries is approximately 74 acres. A legal description and map of the District No. 1 Boundaries are attached hereto as Exhibit A-1 and Exhibit B-1, respectively; a legal description and map of the District No. 2 Boundaries are attached hereto as Exhibit A-2 and Exhibit B-2, respectively; a legal description and map of the District No. 3 Boundaries are attached hereto as Exhibit A-3 and Exhibit B-3, respectively; a legal description and map of the District No. 4 Boundaries are attached hereto as Exhibit A-4 and Exhibit B-4, respectively; a legal description and map of the District No. 5 Boundaries are attached hereto as Exhibit A-5 and Exhibit B-5, respectively; and a legal description and map of the District No. 6 Boundaries are attached hereto as Exhibit A-6 and Exhibit B-6, respectively. A legal description and map of the Inclusion Area Boundaries are attached hereto as Exhibit C and Exhibit D, respectively. It is anticipated that a District’s boundaries may expand or contract from time to time as the Districts undertake inclusions or exclusions pursuant to the Special District Act, subject to the limitations set forth in Section V of this Service Plan. The location of the Service Area is depicted in the vicinity map attached as Exhibit E. 12 DN 3520023.1 IV. DESCRIPTION OF PROJECT, PLANNED DEVELOPMENT, PUBLIC BENEFITS & ASSESSED VALUATION A. Project and Planned Development. The Mulberry Development is a proposed 226-acre, mixed-use community located north of Mulberry Street along both sides of Greenfields Drive, otherwise known as the “Mulberry Corridor.” The Mulberry Corridor is a primary gateway into the City of Fort Collins, and in its current state, does not represent the City’s development standards. The Developer would like to initiate redevelopment of Mulberry Corridor to meet the City’s high development standards and catalyze redevelopment in the surrounding areas by incorporating several critical City objectives and plans into the Planned Development. The Planned Development incorporates the goals of the following plans: the East Mulberry Corridor Plan, the City’s Transportation Master Plan, the City’s Master Street Plan, the Nature in the City Strategic Plan, the City Structure Plan, the Natural Areas Master Plan, and the Paved Recreational Trail Master Plan. The current Preliminary Development Plan for the Planned Development includes approximately 1,600 residences, including single-family detached, single-family attached, and multi-family living options, of which a minimum of fifteen percent (15%) will be designated and sold or leased as affordable. In addition, the Developer intends to implement design standards, construction strategies, and innovative land planning to lower the overall cost of housing in the community. The estimated population at build-out is 4,000. In addition, the current Preliminary Development Plan for the Planned Development provides for a neighborhood town center with a central pedestrian-oriented market street acting as the continuation of the central north-south greenway running through the community, which shall include: (i) approximately 20-30 acres of retail, commercial, and office uses; (ii) approximately 230,000 square feet of retail and commercial uses, including a neighborhood-scaled grocery store; and (iii) approximately 86,000 square feet of office uses integrated into the market street. The Planned Development also provides for significant open space, including amenitized parks and natural areas, and an extensive trail corridor and pedestrian network which will provide internal community connectivity and walkability as well as links to the surrounding Fort Collins community. Construction of the Mulberry Development is planned to be completed by year 2028. In accordance with the Financial Plan, the estimated assessed valuation of the Planned Development in 2024 is estimated to be $14,955,749 for residential and $0.00 for commercial, and in 2029 it is estimated to be $41,584,214 for residential and $23,688,792 for commercial. Approval of this Service Plan by the City Council does not imply approval of the development of any particular land-use for any specific area within the Districts. Any such approval must be contained within an Approved Development Plan. B. Public Benefits. In addition to providing the Public Improvements described in Exhibit F and the Regional Improvements, the Districts will deliver several public benefits to the community in accordance 13 DN 3520023.1 with the City’s Metro District Service Plan Policy. The public benefits include, but are not limited to, developing critical on-site and off-site public infrastructure, employing high quality and Smart Growth practices, creating affordable housing units, creating attainable housing units to support the workforce, and incorporating Environmental Sustainability through energy conservation, water conservation, and enhanced community resiliency, all of which are specifically described in Exhibit I attached hereto and incorporated herein by this reference (collectively, the “Public Benefits”). Therefore, notwithstanding any provision to the contrary contained in this Service Plan, no District shall be authorized to issue any Debt or to impose a Debt Mill Levy or any Fees for payment of Debt unless and until the delivery of the Public Benefits specifically related to the phase of the Planned Development or portion of the Project to be financed with such Debt, Debt Mill Levy or Fees are secured in a manner approved by the City Council. To satisfy this precondition to the issuance of Debt and to the imposition of the Debt Mill Levy and Fees, delivery of the Public Benefits for each phase of the Project and the Planned Development must be secured by one of the following methods, as applicable: 1. For any portion of the Public Benefits to be provided by one or more of the Districts, each such District must enter into an intergovernmental agreement with the City either (i) agreeing to provide those Public Benefits as a legally enforceable multiple-fiscal year obligation of the District under TABOR, or by (ii) securing performance of that obligation with a surety bond, letter of credit, or other security acceptable to the City, and any such intergovernmental agreement must be approved by the City Council by resolution; 2. For any portion of the Public Benefits to be provided by one or more Developers of the Planned Development, each such Developer must either (i) enter into a development agreement with the City under the Developer’s applicable Approved Development Plan, which agreement must legally obligate the Developer to provide those Public Benefits before the City is required to issue building permits and/or certificates of occupancy for structures to be built under the Approved Development Plan for that phase of the Planned Development, or (ii) secure such obligations with a surety bond, letter of credit, or other security acceptable to the City, and all such development agreements must be approved by the City Council by resolution; or 3. For any portion of the Public Benefits to be provided in part by one or more of the Districts in the Project and in part by one or more of the Developers in the Planned Development or Project, an agreement between the City, the affected District(s), and the Developer(s) that secures such Public Benefits as legally binding obligations using the methods described in subsections 1 and 2 above, and all such agreements must be approved by the City Council by resolution. C. Assessed Valuation. The current assessed valuation of the Service Area is approximately $73,871 and, at build out, is expected to be $65,273,006. These amounts are expected to be enough to reasonably discharge the Debt as demonstrated in the Financial Plan. 14 DN 3520023.1 V. INCLUSION OF LAND IN THE SERVICE AREA Other than the real property in the Inclusion Area Boundaries, the Districts shall not add any real property to the Service Area without the City’s approval and in compliance with the Special District Act. Provided, however, that any real property within the Inclusion Area Boundary shall not be added to the boundaries of any District without such real property having first been duly annexed into the City’s boundaries. Once a District has issued Debt, it shall not exclude real property from the District’s boundaries without the prior written consent of the City Council. VI. DISTRICT GOVERNANCE A District’s Board shall be comprised of persons who are a qualified “eligible elector” of the District as provided in the Special District Act. It is anticipated that, over time, the End Users who are eligible electors will assume direct electoral control of the Districts’ Boards as development of the Service Area progresses. The Districts shall not enter into any agreement by which the End Users’ electoral control of the Boards is removed or diminished. VII. AUTHORIZED AND PROHIBITED POWERS A. General Grant of Powers. The Districts shall have the power and authority to provide the Public Improvements, the Regional Improvements and related operation and maintenance services, within and without the Service Area, as such powers and authorities are described in the Special District Act, other applicable State law, common law and the Colorado Constitution, subject to the prohibitions, restrictions and limitations set forth in this Service Plan. If, after the Service Plan is approved, any State law is enacted to grant additional powers or authority to metropolitan districts by amendment of the Special District Act or otherwise, such powers and authority shall be deemed to be a part hereof. These new powers and authority shall only be available to be exercised by a District if the City Council first approves a Service Plan Amendment to specifically allow the exercise of such powers or authority by the District. B. Prohibited Improvements and Services and other Restrictions and Limitations. The Districts’ powers and authority under this Service Plan to provide Public Improvements and services and to otherwise exercise its other powers and authority under the Special District Act and other applicable State law, are prohibited, restricted and limited as hereafter provided. Failure to comply with these prohibitions, restrictions and limitations shall constitute a material modification under this Service Plan and shall entitle the City to pursue all remedies available at law and in equity as provided in Sections XVII and XVIII of this Service Plan: 15 DN 3520023.1 1. Eminent Domain Restriction The Districts shall not exercise their statutory power of eminent domain without first obtaining resolution approval from the City Council. This restriction on the Districts’ exercise of their eminent domain power is being voluntarily acquiesced to by the Districts and shall not be interpreted in any way as a limitation on the Districts’ sovereign powers and shall not negatively affect the Districts’ status as political subdivisions of the State as conferred by the Special District Act. 2. Fee Limitation Any Fees imposed for the repayment of Debt, if authorized by this Service Plan, shall not be imposed by the Districts upon or collected from an End User. In addition, Fees imposed for the payment of Debt shall not be imposed unless and until the requirements for securing the delivery of the District’s portion of the Public Benefits have been satisfied in accordance with Section IV.B of this Service Plan. Notwithstanding the foregoing, this Fee limitation shall not apply to any Fee imposed to fund the operation, maintenance, repair or replacement of Public Improvements or the administration of the Districts. 3. Operations and Maintenance The primary purpose of the Districts is to plan for, design, acquire, construct, install, relocate, redevelop and finance the Public Improvements. The Districts shall dedicate the Public Improvements to the City or other appropriate jurisdiction or owners’ association in a manner consistent with the Approved Development Plan and the City Code, provided that nothing herein requires the City to accept a dedication. The Districts are each specifically authorized to operate and maintain all or any part or all of the Public Improvements not otherwise conveyed or dedicated to the City or another appropriate governmental entity until such time as the District is dissolved. 4. Fire Protection Restriction The Districts are not authorized to plan for, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain fire protection facilities or services, unless such facilities and services are provided pursuant to an intergovernmental agreement with the Poudre Fire Authority. The authority to plan for, design, acquire, construct, install, relocate, redevelop, finance, operate or maintain fire hydrants and related improvements installed as part of the Project’s water system shall not be limited by this subsection. 5. Public Safety Services Restriction The Districts are not authorized to provide policing or other security services. However, the Districts may, pursuant to C.R.S. § 32-1-1004(7), as amended, furnish security services pursuant to an intergovernmental agreement with the City. 16 DN 3520023.1 6. Grants from Governmental Agencies Restriction The Districts shall not apply for grant funds distributed by any agency of the United States Government or the State without the prior written approval of the City Manager. This does not restrict the collection of Fees for services provided by the Districts to the United States Government or the State. 7. Golf Course Construction Restriction Acknowledging that the City has financed public golf courses and desires to coordinate the construction of public golf courses within the City’s boundaries, the Districts shall not be authorized to plan, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain a golf course unless such activity is pursuant to an intergovernmental agreement with the City approved by the City Council. 8. Television Relay and Translation Restriction The Districts are not authorized to plan for, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain television relay and translation facilities and services, other than for the installation of conduit as a part of a street construction project, unless such facilities and services are provided pursuant to prior written approval from the City Council as a Service Plan Amendment. 9. Potable Water and Wastewater Treatment Facilities Acknowledging that the City and other existing special districts operating within the City currently own and operate treatment facilities for potable water and wastewater that are available to provide services to the Service Area, the Districts shall not plan, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain such facilities without obtaining the City Council’s prior written approval either by intergovernmental agreement or as a Service Plan Amendment. 10. Sales and Use Tax Exemption Limitation The Districts shall not exercise any sales and use tax exemption otherwise available to the Districts under the City Code. 11. Sub-district Restriction The Districts shall not create any sub-district pursuant to the Special District Act without the prior written approval of the City Council. 12. Privately Placed Debt Limitation Prior to the issuance of any privately placed Debt, the Districts shall obtain the certification of an External Financial Advisor substantially as follows: 17 DN 3520023.1 We are [I am] an External Financial Advisor within the meaning of the District’s Service Plan. We [I] certify that (1) the net effective interest rate (calculated as defined in C.R.S. Section 32-1-103(12)) to be borne by [insert the designation of the Debt] does not exceed a reasonable current [tax- exempt] [taxable] interest rate, using criteria deemed appropriate by us [me] and based upon our [my] analysis of comparable high yield securities; and (2) the structure of [insert designation of the Debt], including maturities and early redemption provisions, is reasonable considering the financial circumstances of the District. 13. Special Assessments The Districts shall not impose special assessments without the prior written approval of the City Council. VIII. PUBLIC IMPROVEMENTS AND ESTIMATED COSTS Exhibit F summarizes the type of Public Improvements that are projected to be constructed and/or installed by the Districts. The cost, scope, and definition of such Public Improvements may vary over time. The total estimated costs of Public Improvements, as set forth in Exhibit F, excluding any improvements paid for by the Regional Mill Levy necessary to serve the Planned Development, are approximately $104,712,037 in 2019 dollars. The cost estimates are based upon preliminary engineering, architectural surveys, and reviews of the Public Improvements set forth in Exhibit F and include all construction cost estimates together with estimates of costs such as land acquisition, engineering services, legal expenses and other associated expenses. Maps of the anticipated location, operation, and maintenance of Public Improvements are attached hereto as Exhibit G. Changes in the Public Improvements or cost, which are approved by the City in an Approved Development Plan and any agreement approved by the City Council pursuant to Section IV.B of this Service Plan, shall not constitute a Service Plan Amendment. In addition, due to the preliminary nature of the Project, the City shall not be bound by this Service Plan in reviewing and approving the Approved Development Plan and the Approved Development Plan shall supersede the Service Plan with regard to the cost, scope, and definition of Public Improvements. Provided, however, any agreement approved and entered into pursuant to Section IV.B of this Service Plan for the provision of a Public Improvement that is also a Public Benefit shall supersede both this Service Plan and the Approved Development Plan. Except as otherwise provided by an agreement approved under Section IV.B of this Service Plan: (i) the design, phasing of construction, location and completion of Public Improvements will be determined by the Districts to coincide with the phasing and development of the Planned Development and the availability of funding sources; (ii) the Districts may, in their discretion, phase the construction, completion, operation, and maintenance of Public Improvements or defer, delay, reschedule, rephase, relocate or determine not to proceed with the construction, completion, operation, and maintenance of Public Improvements, and such actions or determinations shall not constitute a Service Plan Amendment; and (iii) the Districts shall also be permitted to allocate costs between such categories of the Public Improvements as deemed necessary in their discretion. 18 DN 3520023.1 The Public Improvements shall be listed using an ownership and maintenance matrix in Exhibit F, either individually or categorically, to identify the ownership and maintenance responsibilities of the Public Improvements. The City Code has development standards, contracting requirements and other legal requirements related to the construction and payment of public improvements and related to certain operation activities. Relating to these, the Districts shall comply with the following requirements: A. Development Standards. The Districts shall ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the City Code and of other governmental entities having proper jurisdiction, as applicable. The Districts directly, or indirectly through any Developer, will obtain the City’s approval of civil engineering plans and will obtain applicable permits for construction and installation of Public Improvements prior to performing such work. Unless waived by the City Council, the Districts shall be required, in accordance with the City Code, to post a surety bond, letter of credit, or other approved development security for any Public Improvements to be constructed by the Districts. Such development security may be released in the City Manager’s discretion when the constructing District has obtained funds, through Debt issuance or otherwise, adequate to insure the construction of the Public Improvements, unless such release is prohibited by or in conflict with any City Code provision, State law or any agreement approved and entered into under Section IV.B of this Service Plan. Any limitation or requirement concerning the time within which the City must review the Districts’ proposal or application for an Approved Development Plan or other land use approval is hereby waived by the Districts. B. Contracting. The Districts shall comply with all applicable State purchasing, public bidding and construction contracting requirements and limitations. C. Land Acquisition and Conveyance. The purchase price of any land or improvements acquired by the Districts from the Developer shall be no more than the then-current fair market value as confirmed by an independent MAI appraisal for land and by an independent professional engineer for improvements. Land, easements, improvements and facilities conveyed to the City shall be free and clear of all liens, encumbrances and easements, unless otherwise approved by the City Manager prior to conveyance. All conveyances to the City shall be by special warranty deed, shall be conveyed at no cost to the City, shall include an ALTA title policy issued to the City, shall meet the environmental standards of the City and shall comply with any other conveyance prerequisites required in the City Code. D. Equal Employment and Discrimination. In connection with the performance of all acts or activities hereunder, the Districts shall not discriminate against any person otherwise qualified with respect to its hiring, discharging, promoting or demoting or in matters of compensation solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, gender identity or gender expression, marital status, or physical or mental disability, and further shall insert the foregoing 19 DN 3520023.1 provision in contracts or subcontracts entered into by the Districts to accomplish the purposes of this Service Plan. IX. FINANCIAL PLAN/PROPOSED DEBT This Section IX of the Service Plan describes the nature, basis, method of funding and financing limitations associated with the acquisition, construction, completion, repair, replacement, operation and maintenance of Public Improvements. A. Financial Plan. The Districts’ Financial Plan, attached as Exhibit H and incorporated by reference, reflects the Districts’ anticipated schedule for incurring Debt to fund Public Improvements in support of the Project. The Financial Plan also reflects the schedule of all anticipated revenues flowing to the Districts derived from the Districts’ mill levies, Fees imposed by the Districts, specific ownership taxes, and all other anticipated legally available revenues. The Financial Plan is based on economic, political and industry conditions as they presently exist and reasonable projections and estimates of future conditions. These projections and estimates are not to be interpreted as the only method of implementation of the District’s goals and objectives but rather a representation of one feasible alternative. Other financial structures may be used so long as they are in compliance with this Service Plan. The Financial Plan incorporates all of the provisions of this Section IX. Based upon the assumptions contained therein, the Financial Plan projects the issuance of Bonds to fund Public Improvements and anticipated Debt repayment based on the development assumptions and absorptions of the property in the Service Area by End Users. The Financial Plan anticipates that the Districts will acquire, construct, and complete all Public Improvements needed to serve the Service Area. The Financial Plan demonstrates that the Districts will have the financial ability to discharge all Debt to be issued as part of the Financial Plan on a reasonable basis. Furthermore, the Districts will secure the certification of an External Financial Advisor who will provide an opinion as to whether such Debt issuances are in the best interest of the Districts at the time of issuance. B. Mill Levies. It is anticipated that each District will impose a Debt Mill Levy and an Operating Mill Levy on all property within its boundaries. In doing so, the following shall apply: 1. Aggregate Mill Levy Maximum The Aggregate Mill Levy shall not exceed in any year the Aggregate Mill Levy Maximum, which is fifty (50) mills. 20 DN 3520023.1 2. Regional Mill Levy Not Included in Other Mill Levies The Regional Mill Levy shall not be counted against the Aggregate Mill Levy Maximum. 3. Operating Mill Levy Each District may impose an Operating Mill Levy of up to fifty (50) mills until the District imposes a Debt Mill Levy. Once a District imposes a Debt Mill Levy of any amount, that District’s Operating Mill Levy shall not exceed ten (10) mills at any point. 4. Gallagher Adjustments In the event the State’s method of calculating assessed valuation for the Taxable Property changes after January 1, 2019, or any constitutionally mandated tax credit, cut or abatement takes effect after January 1, 2019, the District’s Aggregate Mill Levy, Debt Mill Levy, Operating Mill Levy, and Aggregate Mill Levy Maximum may be increased or decreased to reflect such changes; such increases or decreases shall be determined by the District’s Board in good faith so that to the extent possible, the actual tax revenues generated by such mill levies, as adjusted, are neither enhanced nor diminished as a result of such change occurring after January 1, 2019. For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation will be a change in the method of calculating assessed valuation. 5. Excessive Mill Levy Pledges Any Debt issued with a mill levy pledge, or which results in a mill levy pledge, that exceeds the Aggregate Mill Levy Maximum or the Maximum Debt Mill Levy Imposition Term, shall be deemed a material modification of this Service Plan and shall not be an authorized issuance of Debt unless and until such material modification has been approved by a Service Plan Amendment. 6. Refunding Debt The Maximum Debt Mill Levy Imposition Term may be exceeded for Debt refunding purposes if: (1) a majority of the issuing District’s Board is composed of End Users and have voted in favor of a refunding of a part or all of the Debt; or (2) such refunding will result in a net present value savings. 7. Maximum Debt Authorization The Districts anticipate approximately $104,712,037 in project costs in 2019 dollars as set forth in Exhibit F and anticipate issuing approximately $65,000,000 in total cumulative Debt to pay such costs as set forth in Exhibit H, which Debt issuance amount shall be the amount of the Maximum Debt Authorization, provided, however, if the Inclusion Area is added to the Districts’ boundaries, the Maximum Debt Authorization shall be $75,000,000. The request for the additional debt authorization 21 DN 3520023.1 will allow for contingencies and financing variations based upon changes to construction costs, development build out and absorption of the Inclusion Area. In addition, additional debt capacity is needed for the development of Public Improvements in the Inclusion Area which have not been included in the financial and capital projections. In addition, a District shall not issue any Debt unless and until delivery of the District’s Public Benefits have been secured as required in Section IV.B of this Service Plan. The Districts collectively shall not issue Debt in excess of the Maximum Debt Authorization. Bonds which have been refunded shall not count against the Maximum Debt Authorization. The Districts must obtain from the City Council a Service Plan Amendment prior to issuing Debt in excess of the Maximum Debt Authorization. C. Maximum Voted Interest Rate and Underwriting Discount. The interest rate on any Debt is expected to be the market rate at the time the Debt is issued. The maximum interest rate on any Debt, including any defaulting interest rate, is not permitted to exceed twelve percent (12%). The maximum underwriting discount shall be three percent (3%). Debt, when issued, will comply with all relevant requirements of this Service Plan, the Special District Act, other applicable State law and federal law as then applicable to the issuance of public securities. D. Interest Rate and Underwriting Discount Certification. Each District shall retain an External Financial Advisor to provide a written opinion on the market reasonableness of the interest rate on any Debt and any underwriter discount paid by the District as part of a Debt financing transaction. The District shall provide this written opinion to the City before issuing any Debt based on it. E. Disclosure to Purchasers. In order to notify future End Users who are purchasing residential lots or dwellings units in the Service Area that they will be paying, in addition to the property taxes owed to other taxing governmental entities, the property taxes imposed under the Debt Mill Levy, the Operating Mill Levy and possibly the Regional Mill Levy, the Districts shall not be authorized to issue any Debt under this Service Plan until there is included in the Developer’s Approved Development Plan provisions that require the following: 1. That the Developer, and its successors and assigns, shall prepare and submit to the City Manager for his approval a disclosure notice in substantially the form attached hereto as Exhibit J (the “Disclosure Notice”); 2. That when the Disclosure Notice is approved by the City Manager, the Developer shall record the Disclosure Notice in the Larimer County Clerk and Recorders Office; and 3. That the approved Disclosure Notice shall be provided by the Developer, and by its successors and assigns, to each potential End User purchaser of a residential lot or dwelling unit in the Service Area before that purchaser enters into a written agreement for the purchase and sale of that residential lot or dwelling unit. 22 DN 3520023.1 F. External Financial Advisor. An External Financial Advisor shall be retained by a District to provide a written opinion as to whether any Debt issuance is in the best interest of the issuing District once the total amount of Debt issued by such District exceeds Five Million Dollars ($5,000,000). The External Financial Advisor is to provide advice to the issuing District’s Board regarding the proposed terms and whether Debt conditions are reasonable based upon the status of development within the District, the projected tax base increase in the District, the security offered and other considerations as may be identified by the External Financial Advisor. The issuing District shall include in the transcript of any Bond transaction, or other appropriate financing documentation for related Debt instrument, a signed letter from the External Financial Advisor providing an official opinion on the structure of the Debt, stating the Advisor’s opinion that the cost of issuance, sizing, repayment term, redemption feature, couponing, credit spreads, payment, closing date, and other material transaction details of the proposed Debt serve the best interest of the issuing District. Debt shall not be undertaken by a District if found to be unreasonable by the External Financial Advisor. G. Disclosure to Debt Purchasers. Any Debt of a District shall set forth a statement in substantially the following form: “By acceptance of this instrument, the owner of this Debt agrees and consents to all of the limitations with respect to the payment of the principal and interest on this Debt contained herein, in the resolution of the District authorizing the issuance of this Debt and in the Service Plan of the District. This Debt is not and cannot be a Debt of the City of Fort Collins.” Similar language describing the limitations with respect to the payment of the principal and interest on Debt set forth in this Service Plan shall be included in any document used for the offering of the Debt for sale to persons, including, but not limited to, a Developer of property within the Service Area. H. Security for Debt. The Districts shall not pledge any revenue or property of the City as security for the indebtedness set forth in this Service Plan. Approval of this Service Plan shall not be construed as a guarantee by the City of payment of any of the Districts’ obligations; nor shall anything in the Service Plan be construed to create any responsibility or liability on the part of the City in the event of default by the Districts in the payment of any such obligation. I. TABOR Compliance. The Districts shall comply with the provisions of TABOR. In the discretion of the Districts’ Boards, the Districts may set up other qualifying entities to manage, fund, construct and operate facilities, services, and programs. To the extent allowed by law, any entity created by a District will remain under the control of the District’s Board. 23 DN 3520023.1 J. Districts’ Operating Costs. The estimated cost of acquiring land, engineering services, legal services and administrative services, together with the estimated costs of the Districts’ organization and initial operations, are anticipated to be SEVENTY-FIVE THOUSAND DOLLARS ($75,000) in total for all the Districts, which will be eligible for reimbursement from Debt proceeds. In addition to the capital costs of the Public Improvements, the Districts will require operating funds for administration and to plan and cause the Public Improvements to be operated and maintained. The first year’s operating budget in total for all the Districts is estimated to be ONE HUNDRED THOUSAND DOLLARS ($100,000). Ongoing administration, operations and maintenance costs may be paid from property taxes collected through the imposition of an Operating Mill Levy, subject to the limitations set forth in Section IX.B.3, as well as from other revenues legally available to the Districts. X. REGIONAL IMPROVEMENTS The Districts shall be authorized to provide for the planning, design, acquisition, funding, construction, installation, relocation, redevelopment, administration and overhead costs related to the provision of Regional Improvements. At the discretion of the City, the Districts shall impose a Regional Improvement Mill Levy on all property within the Districts’ Boundaries and any properties thereafter included in the Boundaries under the following terms: A. Regional Mill Levy Authority. The Districts shall seek the authority to impose an additional Regional Mill Levy of five (5) mills as part of the Districts’ initial TABOR election. The Districts shall also seek from the electorate in that election the authority under TABOR to enter into an intergovernmental agreement with the City obligating the Districts to pay as a multiple-fiscal year obligation the proceeds from the Regional Mill Levy to the City. Obtaining such voter-approval of this intergovernmental agreement shall be a precondition to the Districts issuing any Debt and imposing the Debt Mill Levy, the Operating Mill Levy and Fees for the repayment of Debt under this Service Plan. B. Regional Mill Levy Imposition. The Districts shall each impose the Regional Mill Levy at a rate not to exceed five (5) mills within one year of receiving written notice from the City Manager to the Districts requesting the imposition of the Regional Mill Levy and stating the mill rate to be imposed. C. City Notice Regarding Regional Improvements. Such notice from the City shall provide a description of the Regional Improvements to be constructed and an analysis explaining how the Regional Improvements will be beneficial to property owners within the Service Area. The City shall make a good faith effort to require that planned developments that (i) are adjacent to the Service Area and (ii) will benefit from the Regional Improvement also impose a Regional Mill Levy, to the extent possible. 24 DN 3520023.1 D. Regional Improvements Authorized Under Service Plan. If so notified by the City Manager, the Regional Improvements shall be considered public improvements that the Districts would otherwise be authorized to design, construct, install re- design, re-construct, repair or replace pursuant to this Service Plan and applicable law. E. Expenditure of Regional Mil Levy Revenues. Revenue collected through the imposition of the Regional Mill Levy shall be expended as follows: 1. Intergovernmental Agreement If the City and the Districts have executed an intergovernmental agreement concerning the Regional Improvements, then the revenue from the Regional Mill Levy shall be used in accordance with such agreement; 2. No Intergovernmental Agreement If no intergovernmental agreement exists between the Districts and the City, then the revenue from the Regional Mill Levy shall be paid to the City, for use by the City in the planning, designing, constructing, installing, acquiring, relocating, redeveloping or financing of Regional Improvements which benefit the End Users of the Districts as prioritized and determined by the City. F. Regional Mill Levy Term. The imposition of the Regional Mill Levy shall not exceed a term of twenty-five (25) years from December 31 of the tax collection year after which the Regional Mill Levy is first imposed. G. Completion of Regional Improvements. All Regional Improvements shall be completed prior to the end of the twenty-five (25) year Regional Mill Levy term. H. City Authority to Require Imposition. The City’s authority to require a District to initiate the imposition of a Regional Mill Levy shall expire fifteen (15) years after December 31st of the year in which said District first imposes a Debt Mill Levy. I. Regional Mill Levy Not Included in Other Mill Levies. The Regional Mill Levy imposed shall not be applied toward the calculation of the Aggregate Mill Levy Maximum. J. Gallagher Adjustment. In the event the method of calculating assessed valuation is changed January 1, 2019, or any constitutionally mandated tax credit, cut or abatement takes effect after January 1, 2019, the Regional Mill Levy may be increased or shall be decreased to reflect such changes; such increases or decreases shall be determined by each of the Districts’ Boards in good faith so that to the extent possible, the actual tax revenues generated by the Regional Mill Levy, as adjusted, are neither enhanced nor diminished as a result of such change occurring after January 1, 2019. For purposes 25 DN 3520023.1 of the foregoing, a change in the ratio of actual valuation to assessed valuation will be a change in the method of calculating assessed valuation. XI. CITY FEES The Districts shall pay all applicable City fees as required by the City Code. XII. BANKRUPTCY LIMITATIONS All of the limitations contained in this Service Plan, including, but not limited to, those pertaining to the Aggregate Mill Levy Maximum, Maximum Debt Mill Levy Imposition Term and Fees, have been established under the authority of the City in the Special District Act to approve this Service Plan. It is expressly intended that by such approval such limitations: (i) shall not be set aside for any reason, including by judicial action, absent a Service Plan Amendment; and (ii) are, together with all other requirements of State law, included in the “political or governmental powers” reserved to the State under the U.S. Bankruptcy Code (11 U.S.C.) Section 903, and are also included in the “regulatory or electoral approval necessary under applicable non-bankruptcy law” as required for confirmation of a Chapter 9 Bankruptcy Plan under Bankruptcy Code Section 943(b)(6). XIII. ANNUAL REPORTS AND BOARD MEETINGS A. General. Each of the Districts shall be responsible for submitting an annual report to the City Clerk no later than September 1st of each year following the year in which the Orders and Decrees creating the Districts have been issued. The Districts may file a consolidated annual report. The annual report(s) may be made available to the public on the City’s website. B. Board Meetings. Each of the Districts’ Boards shall hold at least one public board meeting in three of the four quarters of each calendar year, beginning in the first full calendar year after a District’s creation. This meeting requirement shall not apply until there is at least one End User of property within the District. Also, this requirement shall no longer apply when a majority of the directors on the District’s Board are End Users. Notice for each of these meetings shall be given in accordance with the requirements of the Special District Act and other applicable State Law. C. Report Requirements. Unless waived in writing by the City Manager, each District must include the following in its annual report: 1. Narrative A narrative summary of the progress of the District in implementing its Service Plan for the report year. 26 DN 3520023.1 2. Financial Statements Except when an exemption from audit has been granted for the report year under the Local Government Audit Law, the audited financial statements of the District for the report year including a statement of financial condition (i.e., balance sheet) as of December 31 of the report year and the statement of operation (i.e., revenue and expenditures) for the report year. 3. Capital Expenditures Unless disclosed within a separate schedule to the financial statements, a summary of the capital expenditures incurred by the District in development of improvements in the report year. 4. Financial Obligations Unless disclosed within a separate schedule to the financial statements, a summary of financial obligations of the District at the end of the report year, including the amount of outstanding Debt, the amount and terms of any new District Debt issued in the report year, the total assessed valuation of all Taxable Property within the Service Area as of January 1 of the report year and the current total District mill levy pledged to Debt retirement in the report year. 5. Board Contact Information The names and contact information of the current directors on the District’s Board, any District manager and the attorney for the District shall be listed in the report. The District’s current office address, phone number, email address and any website address shall also be listed in the report. 6. Other Information Any other information deemed relevant by the City Council or deemed reasonably necessary by the City Manager. D. Reporting of Significant Events. The annual report of each District shall include information as to any of the following that occurred during the report year: 1. Boundary changes made or proposed to the District’s Boundaries as of December 31 of the report year. 2. Intergovernmental agreements with other governmental entities, either entered into or proposed as of December 31 of the report year. 3. Copies of the District’s rules and regulations, if any, or substantial changes to the District’s rules and regulations as of December 31 of the report year. 4. A summary of any litigation which involves the District’s Public Improvements as of December 31 of the report year. 27 DN 3520023.1 5. A list of all facilities and improvements constructed by the District that have been dedicated to and accepted by the City as of December 31 of the report year. 6. Notice of any uncured events of default by the District, which continue beyond a ninety (90) day period, under any Debt instrument. 7. Any inability of the District to pay its obligations as they come due, in accordance with the terms of such obligations, which continue beyond a ninety (90) day period. E. Failure to Submit. In the event the annual report is not timely received by the City Clerk or is not fully responsive, notice of such default shall be given to the District’s Board at its last known address. The failure of the District to file the annual report within forty-five (45) days of the mailing of such default notice by the City Clerk may constitute a material modification of the Service Plan, at the discretion of the City Manager. XIV. SERVICE PLAN AMENDMENTS This Service Plan is general in nature and does not include specific detail in some instances. The Service Plan has been designed with sufficient flexibility to enable the Districts to provide required improvements, services and facilities under evolving circumstances without the need for numerous amendments. Modification of the general types of improvements and facilities making up the Public Improvements, and changes in proposed configurations, locations or dimensions of the Public Improvements, shall be permitted to accommodate development needs consistent with the then-current Approved Development Plans for the Project and any agreement approved by the City Council pursuant to the Section IV.B of this Service Plan. Any action of one or more of the Districts, which is a material modification of this Service Plan requiring a Service Plan Amendment as provided in in Section XV of this Service Plan or that does not comply with any provision of this Service Plan, shall be deemed to be a material modification to this Service Plan unless otherwise expressly provided in this Service Plan. All other departures from the provisions of this Service Plan shall be considered on a case-by-case basis as to whether such departures are a material modification under this Service Plan or the Special District Act. XV. MATERIAL MODIFICATIONS Material modifications to this Service Plan may be made only in accordance with C.R.S. Section 32-1-207 as a Service Plan Amendment. No modification shall be required for an action of a District that does not materially depart from the provisions of this Service Plan, unless otherwise provided in this Service Plan. Departures from the Service Plan that constitute a material modification requiring a Service Plan Amendment include, without limitation: 1. Actions or failures to act that create materially greater financial risk or burden to the taxpayers of the District; 28 DN 3520023.1 2. Performance of a service or function, construction of an improvement, or acquisition of a major facility that is not closely related to an improvement, service, function or facility authorized in the Service Plan; 3. Failure to perform a service or function, construct an improvement or acquire a facility required by the Service Plan; and 4. Failure to comply with any of the prohibitions, limitations and restrictions of this Service Plan. XVI. DISSOLUTION Upon independent determination by the City Council that the purposes for which any District was created have been accomplished, said District shall file a petition in district court for dissolution as provided in the Special District Act. In no event shall dissolution occur until the District has provided for the payment or discharge of all of its outstanding indebtedness and other financial obligations as required pursuant to State law. In addition, if within three (3) years from the date of the City Council’s approval of this Service Plan no agreement contemplated under Section IV.B of this Service Plan has been entered into by the City with any of the Districts and/or any Developer, despite the parties conducting good faith negotiations attempting to do so, the City may opt to pursue the remedies available to it under C.R.S. Section 32-1-701(3) in order to compel the Districts to dissolve in a prompt and orderly manner. In such event: (i) the limited purposes and powers of the Districts, as authorized herein, shall automatically terminate and be expressly limited to taking only those actions that are reasonably necessary to dissolve; (ii) the Board of each of the Districts will be deemed to have agreed with the City regarding its dissolution without an election pursuant to C.R.S. § 32-1- 704(3)(b); (iii) the Districts shall take no action to contest or impede the dissolution of the Districts and shall affirmatively and diligently cooperate in securing the final dissolution of the Districts, and (iv) subject to the statutory requirements of the Special District Act, the Districts shall thereupon dissolve. XVII. SANCTIONS Should any of the Districts undertake any act without obtaining prior City Council approval or consent or City Manager approval or consent as required in this Service Plan, that constitutes a material modification to this Service Plan requiring a Service Plan Amendment as provided herein or under the Special District Act, or that does not otherwise comply with the provisions of this Service Plan, the City Council may impose one (1) or more of the following sanctions, as it deems appropriate: 1. Exercise any applicable remedy under the Special District Act; 2. Withhold the issuance of any permit, authorization, acceptance or other administrative approval, or withhold any cooperation, necessary for the District’s development or construction or operation of improvements or provision of services; 29 DN 3520023.1 3. Exercise any legal remedy under the terms of any intergovernmental agreement under which the District is in default; or 4. Exercise any other legal and equitable remedy available under the law, including seeking prohibitory and mandatory injunctive relief against the District, to ensure compliance with the provisions of the Service Plan or applicable law. XVIII. INTERGOVERNMENTAL AGREEMENT WITH CITY The Districts and the City shall enter into an intergovernmental agreement, the form of which shall be in substantially the form attached hereto as Exhibit “K” and incorporated by reference (the “IGA”). However, the City and the Districts may include such additional details, terms and conditions as they deem necessary in connection with the Project and the construction and funding of the Public Improvements and the Public Benefits. Each of the Districts’ Boards shall approve the IGA at their first board meeting, unless agreed otherwise by the City Manager. Entering into this IGA is a precondition to each of the Districts issuing any Debt or imposing any Debt Mill Levy, Operating Mill Levy or Fee for the payment of Debt under this Service Plan. In addition, failure of any of the Districts to enter into the IGA as required herein shall constitute a material modification of this Service Plan and subject the District to the sanctions in Section XVII of this Service Plan. The City and the Districts may amend the IGA from time-to-time provided such amendment is not in conflict with any provision of this Service Plan. XIX. CONCLUSION It is submitted that this Service Plan, as required by C.R.S. § 32-1-203(2), establishes that: 1. There is sufficient existing and projected need for organized service in the Service Area to be served by the Districts; 2. The existing service in the Service Area to be served by the Districts is inadequate for present and projected needs; 3. The Districts are capable of providing economical and sufficient service to the Service Area; and 4. The Service Area does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. XX. RESOLUTION OF APPROVAL The Districts agree to incorporate the City Council’s resolution approving this Service Plan, including any conditions on any such approval, into the copy of the Service Plan presented to the District Court for and in Larimer County, Colorado. 30 DN 3423281.1 EXHIBIT A-1 LEGAL DESCRIPTION OF DISTRICT NO. 1 BOUNDARIES EXHIBIT A LEGAL DESCRIPTION SPRINGER-FISHER-WHITHAM DISTRICT NO. 1 THAT PART OF THE NORTHWEST QUARTER OF SECTION 9, TOWNSHIP 7 NORTH, RANGE 68 WEST OF THE 6TH P.M., LARIMER COUNTY, COLORADO, DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTER QUARTER CORNER OF SECTION 9; THENCE NORTH 00°09'57" EAST FOR 87.10 FEET ON THE EAST LINE OF SAID NORTHWEST QUARTER OF SECTION 9 TO THE NORTH RIGHT OF WAY LINE OF THE GREAT WESTERN RAILROAD, THE START OF A NONTANGENT CURVE TO THE RIGHT AND THE TRUE POINT OF BEGINNING; THENCE ON SAID NORTH RIGHT OF WAY LINE FOR THE FOLLOWING 2 COURSES; 1) THENCE ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 692.09 FEET, A CENTRAL ANGLE OF 21°41'33", A DISTANCE OF 262.03 FEET, A CHORD BEARING OF N52°40'51"W WITH A CHORD DISTANCE OF 260.47 FEET; 2) THENCE N41°01'15"W, A DISTANCE OF 356.86 FEET; THENCE N45°30'06"E, A DISTANCE OF 622.29 FEET TO THE WEST LINE OF SAID NORTHWEST QUARTER OF SECTION 9; THENCE S00°09'57"W, A DISTANCE OF 863.31 FEET TO THE POINT OF BEGINNING. PARCEL CONTAINS 202,592 SQUARE FEET OR 4.651 ACRES. BASIS OF BEARING: THE EAST LINE OF NORTHWEST QUARTER OF SECTION 9, TOWNSHIP 7 NORTH, RANGE 68 WEST OF THE 6TH P.M., LARIMER COUNTY, COLORADO, AS REFERENCE TO FINAL PLAT OF EASTRIDGE SECOND FILING RECORDED AT REC NO 20160047573 IN THE LARIMER COUNTY CLERK AND RECORDERS OFFICE BEARS NORTH 00°09'57" EAST FOR 2634.32 FEET BETWEEN THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER, MONUMENTED WITH A WITH A 2 ” ALUMINUM CAP ON NO 6 REBAR, STAMPED PLS 23503, 1996 AND THE NORTHEAST CORNER OF SAID NORTHEAST QUARTER, MONUMENTED A WITH A 2 1/2” ALUMINUM CAP ON NO 6 REBAR STAMPED PLS 28285, WITH ALL OTHER BEARINGS REFERENCED THERETO EXHIBIT B IS ATTACHED HERETO AND IS ONLY INTENDED TO DEPICT EXHIBIT A - LEGAL DESCRIPTION. IN THE EVENT THAT EXHIBIT A CONTAINS AN AMBIGUITY, EXHIBIT B MAY BE USED TO RESOLVE SAID AMBIGUITY. PREPARED FOR AND ON BEHALF OF GALLOWAY BY FRANK A. KOHL, PLS# 37067 32 DN 3423281.1 EXHIBIT A-2 LEGAL DESCRIPTION OF DISTRICT NO. 2 BOUNDARIES EXHIBIT A LEGAL DESCRIPTION SPRINGER-FISHER-WHITHAM DISTRICT NO. 2 THAT PART OF THE NORTHWEST QUARTER OF SECTION 9, TOWNSHIP 7 NORTH, RANGE 68 WEST OF THE 6TH P.M., LARIMER COUNTY, COLORADO, DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTER QUARTER CORNER OF SECTION 9; THENCE NORTH 00°09'57" EAST FOR 950.41 FEET ON THE EAST LINE OF SAID NORTHWEST QUARTER OF SECTION 9 TO THE TRUE POINT OF BEGINNING; THENCE S45°30'06"W, A DISTANCE OF 622.29 FEET TO THE NORTH RIGHT OF WAY LINE OF THE GREAT WESTERN RAILROAD; THENCE N41°01'15"W, A DISTANCE OF 2518.11 FEET ON SAID NORTH RIGHT OF WAY LINE TO A POINT OF CURVATURE; THENCE CONTINUING ON SAID NORTH RIGHT OF WAY LINE ALONG SAID CURVE TO THE LEFT, HAVING A RADIUS OF 742.09 FEET, A CENTRAL ANGLE OF 39°19'08", A DISTANCE OF 509.26 FEET, A CHORD BEARING OF N59°53'25"W WITH A CHORD DISTANCE OF 499.32 FEET TO THE SOUTH RIGHT OF WAY LINE OF EAST VINE STREET; THENCE S88°38'14"E, A DISTANCE OF 2534.03 FEET ON SAID SOUTH RIGHT OF WAY LINE TO THE EAST LINE OF SAID NORTHWEST QUARTER OF SECTION 9; THENCE S00°09'57"W, A DISTANCE OF 1653.91 FEET TO THE POINT OF BEGINNING. PARCEL CONTAINS 2,809,099 SQUARE FEET OR 64.488 ACRES. BASIS OF BEARING: THE EAST LINE OF NORTHWEST QUARTER OF SECTION 9, TOWNSHIP 7 NORTH, RANGE 68 WEST OF THE 6TH P.M., LARIMER COUNTY, COLORADO, AS REFERENCE TO FINAL PLAT OF EASTRIDGE SECOND FILING RECORDED AT REC NO 20160047573 IN THE LARIMER COUNTY CLERK AND RECORDERS OFFICE BEARS NORTH 00°09'57" EAST FOR 2634.32 FEET BETWEEN THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER, MONUMENTED WITH A WITH A 2 ” ALUMINUM CAP ON NO 6 REBAR, STAMPED PLS 23503, 1996 AND THE NORTHEAST CORNER OF SAID NORTHEAST QUARTER, MONUMENTED A WITH A 2 1/2” ALUMINUM CAP ON NO 6 REBAR STAMPED PLS 28285, WITH ALL OTHER BEARINGS REFERENCED THERETO EXHIBIT B IS ATTACHED HERETO AND IS ONLY INTENDED TO DEPICT EXHIBIT A - LEGAL DESCRIPTION. IN THE EVENT THAT EXHIBIT A CONTAINS AN AMBIGUITY, EXHIBIT B MAY BE USED TO RESOLVE SAID AMBIGUITY. PREPARED FOR AND ON BEHALF OF GALLOWAY BY FRANK A KOHL, PLS# 37067 34 DN 3423281.1 EXHIBIT A-3 LEGAL DESCRIPTION OF DISTRICT NO. 3 BOUNDARIES EXHIBIT A LEGAL DESCRIPTION SPRINGER-FISHER-WHITHAM DISTRICT NO. 3 THAT PART OF THE NORTHWEST QUARTER OF SECTION 9, TOWNSHIP 7 NORTH, RANGE 68 WEST OF THE 6TH P.M., LARIMER COUNTY, COLORADO, DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTER QUARTER CORNER OF SAID SECTION 9; THENCE NORTH 88°55'57" WEST FOR 1,257.90 FEET ON THE SOUTH LINE OF SAID NORTHWEST QUARTER OF SECTION 9 THENCE N00°13'30"E, A DISTANCE OF 94.01 FEET TO THE TRUE POINT OF BEGINNING; THENCE N88°56'09"W, A DISTANCE OF 1350.59 FEET TO EAST LINE OF EASTRIDGE SECOND FILING RECORDED AT REC NO 20160047573 IN THE LARIMER COUNTY CLERK AND RECORDERS OFFICE; THENCE ON SAID EAST LINE FOR THE FOLLOWING 3 COURSES; 1) THENCE N00°17'47"E, A DISTANCE OF 1003.03 FEET; 2) THENCE N89°29'01"W, A DISTANCE OF 38.08 FEET; 3) THENCE N00°17'47"E, A DISTANCE OF 1480.45 FEET TO THE SOUTH RIGHT OF WAY LINE OF THE GREAT WESTERN RAILROAD AND A NON-TANGENT POINT OF CURVATURE; THENCE ON SAID SOUTH RIGHT OF WAY LINE FOR THE FOLLOWING 2 COURSES; 1) THENCE ALONG SAID NONTANGECT CURVE TO THE RIGHT, HAVING A RADIUS OF 692.09 FEET, A CENTRAL ANGLE OF 47°31'20", A DISTANCE OF 574.03 FEET, A CHORD BEARING OF S63°57'51"E WITH A CHORD DISTANCE OF 557.72 FEET; 2) THENCE CONTINUING ON SAID SOUTH RIGHT OF WAY LINE S41°01'15"E, A DISTANCE OF 1566.60 FEET TO A NONTANGENT POINT OF CURVATURE; THENCE ALONG SAID NONTANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 534.50 FEET, A CENTRAL ANGLE OF 43°55'11", A DISTANCE OF 409.72 FEET, A CHORD BEARING OF S22°11'05"W WITH A CHORD DISTANCE OF 399.76 FEET; THENCE S00°13'30"W, A DISTANCE OF 711.96 FEET TO THE POINT OF BEGINNING. PARCEL CONTAINS 2,751,597 SQUARE FEET OR 63.168 ACRES. BASIS OF BEARING: THE EAST LINE OF NORTHWEST QUARTER OF SECTION 9, TOWNSHIP 7 NORTH, RANGE 68 WEST OF THE 6TH P.M., LARIMER COUNTY, COLORADO, AS REFERENCE TO FINAL PLAT OF EASTRIDGE SECOND FILING RECORDED AT REC NO 20160047573 IN THE LARIMER COUNTY CLERK AND RECORDERS OFFICE BEARS NORTH 00°09'57" EAST FOR 2634.32 FEET BETWEEN THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER, MONUMENTED WITH A WITH A 2 ” ALUMINUM CAP ON NO 6 REBAR, STAMPED PLS 23503, 1996 AND THE NORTHEAST CORNER OF SAID NORTHEAST QUARTER, MONUMENTED A WITH A 2 1/2” ALUMINUM CAP ON NO 6 REBAR STAMPED PLS 28285, WITH ALL OTHER BEARINGS REFERENCED THERETO EXHIBIT B IS ATTACHED HERETO AND IS ONLY INTENDED TO DEPICT EXHIBIT A - LEGAL DESCRIPTION. IN THE EVENT THAT EXHIBIT A CONTAINS AN AMBIGUITY, EXHIBIT B MAY BE USED TO RESOLVE SAID AMBIGUITY. PREPARED FOR AND ON BEHALF OF GALLOWAY BY FRANK A KOHL, PLS# 37067 37 DN 3423281.1 EXHIBIT A-4 LEGAL DESCRIPTION OF DISTRICT NO. 4 BOUNDARIES EXHIBIT A LEGAL DESCRIPTION SPRINGER-FISHER-WHITHAM DISTRICT NO. 4 THAT PART OF THE WEST HALF OF SECTION 9, TOWNSHIP 7 NORTH, RANGE 68 WEST OF THE 6TH P.M., LARIMER COUNTY, COLORADO, DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTER QUARTER CORNER OF SAID SECTION 9; THENCE NORTH 88°55'57" WEST FOR 1,257.90 FEET ON THE SOUTH LINE OF THE NORTHWEST QUARTER OF SECTION 9 TO THE TRUE POINT OF BEGINNING; THENCE N88°55'57"W, A DISTANCE OF 65.51 FEET CONTINUING ON SAID SOUTH LINE TO THE WEST CENTER 1/16TH CORNER; THENCE S00°13'30"W, A DISTANCE OF 1311.25 FEET ON THE EAST LINE OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SAID SECTION 9; THENCE N89°43'01"W, A DISTANCE OF 238.69 FEET TO A NON-TANGENT POINT OF CURVATURE TO THE RIGHT; THENCE ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 327.50 FEET, A CENTRAL ANGLE OF 21°50'53", A DISTANCE OF 124.88 FEET, A CHORD BEARING OF N78°48'58"W WITH A CHORD DISTANCE OF 124.13 FEET; THENCE N67°53'32"W, A DISTANCE OF 207.56 FEET TO A POINT OF CURVATURE; THENCE ALONG SAID CURVE TO THE LEFT, HAVING A RADIUS OF 272.50 FEET, A CENTRAL ANGLE OF 21°48'05", A DISTANCE OF 103.69 FEET, A CHORD BEARING OF N78°47'34"W WITH A CHORD DISTANCE OF 103.06 FEET; THENCE N89°41'37"W, A DISTANCE OF 41.75 FEET TO A POINT OF CURVATURE; THENCE ALONG SAID CURVE TO THE LEFT, HAVING A RADIUS OF 272.50 FEET, A CENTRAL ANGLE OF 19°06'10", A DISTANCE OF 90.85 FEET, A CHORD BEARING OF S80°45'18"W WITH A CHORD DISTANCE OF 90.43 FEET; THENCE S71°12'13"W, A DISTANCE OF 250.44 FEET TO A POINT OF CURVATURE; THENCE ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 327.50 FEET, A CENTRAL ANGLE OF 19°06'10", A DISTANCE OF 109.19 FEET, A CHORD BEARING OF S80°45'18"W WITH A CHORD DISTANCE OF 108.69 FEET; THENCE N89°41'37"W, A DISTANCE OF 195.27 FEET TO THE SOUTH 1/16TH CORNER OF SECTIONS 8 AND 9; THENCE N00°17'04"E, A DISTANCE OF 1323.84 FEET ON THE WEST LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 9 TO THE WEST QUARTER CORNER THEREOF; THENCE ON THE EAST LINE OF THE FINAL PLAT OF EAST RIDGE SECOND FILNG RECORDED AT REC NO 20160047573 IN THE LARIMER COUNTY CLERK AND RECORDERS OFFICE FOR THE FOLLOWING 3 COURSES; 1) THENCE N00°17'47"E, A DISTANCE OF 55.99 FEET; 2) THENCE S88°50'11"E, A DISTANCE OF 38.08 FEET; 3) THENCE N00°17'09"E, A DISTANCE OF 38.08 FEET; THENCE S88°56'09"E, A DISTANCE OF 1350.59 FEET; THENCE S00°13'30"W, A DISTANCE OF 94.01 FEET TO THE POINT OF BEGINNING. PARCEL CONTAINS 1,819,728 SQUARE FEET OR 41.775 ACRES. BASIS OF BEARING: THE EAST LINE OF NORTHWEST QUARTER OF SECTION 9, TOWNSHIP 7 NORTH, RANGE 68 WEST OF THE 6TH P.M., LARIMER COUNTY, COLORADO, AS REFERENCE TO FINAL PLAT OF EASTRIDGE SECOND FILING RECORDED AT REC NO 20160047573 IN THE LARIMER COUNTY CLERK AND RECORDERS OFFICE BEARS NORTH 00°09'57" EAST FOR 2634.32 FEET BETWEEN THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER, MONUMENTED WITH A WITH A 2 ” ALUMINUM CAP ON NO 6 REBAR, STAMPED PLS 23503, 1996 AND THE NORTHEAST CORNER OF SAID NORTHEAST QUARTER, MONUMENTED A WITH A 2 1/2” ALUMINUM CAP ON NO 6 REBAR STAMPED PLS 28285, WITH ALL OTHER BEARINGS REFERENCED THERETO EXHIBIT B IS ATTACHED HERETO AND IS ONLY INTENDED TO DEPICT EXHIBIT A - LEGAL DESCRIPTION. IN THE EVENT THAT EXHIBIT A CONTAINS AN AMBIGUITY, EXHIBIT B MAY BE USED TO RESOLVE SAID AMBIGUITY. PREPARED FOR AND ON BEHALF OF GALLOWAY BY FRANK A KOHL, PLS# 37067 40 DN 3423281.1 EXHIBIT A-5 LEGAL DESCRIPTION OF DISTRICT NO. 5 BOUNDARIES EXHIBIT A LEGAL DESCRIPTION SPRINGER-FISHER-WHITHAM DISTRICT NO. 5 THAT PART OF THE NORTHWEST QUARTER OF SECTION 9, TOWNSHIP 7 NORTH, RANGE 68 WEST OF THE 6TH P.M., LARIMER COUNTY, COLORADO, DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER QUARTER CORNER OF SAID SECTION 9; THENCE NORTH 88°55'57" WEST FOR 1,257.90 FEET ON THE SOUTH LINE OF SAID NORTHWEST QUARTER OF SECTION 9 THENCE N00°13'30"E, A DISTANCE OF 805.98 FEET TO A POINT OF CURVATURE; THENCE ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 534.50 FEET, A CENTRAL ANGLE OF 43°55'11", A DISTANCE OF 409.72 FEET, A CHORD BEARING OF N22°11'05"E WITH A CHORD DISTANCE OF 399.76 FEET TO THE SOUTH RIGHT OF WAY LINE OF THE GREAT WESTERN RAILROAD; THENCE ON SAID SOUTH RIGHT OF WAY LINE FOR THE FOLLOWING 2 COURSES; 1) THENCE S41°01'15"E, A DISTANCE OF 1309.06 FEET TO A NON-TANGENT POINT OF CURVATURE; 2) THENCE ALONG SAID NONTANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 742.09 FEET, A CENTRAL ANGLE OF 23°36'51", A DISTANCE OF 305.85 FEET, A CHORD BEARING OF S53°36'50"E WITH A CHORD DISTANCE OF 303.69 FEET; THENCE S00°09'57"W, A DISTANCE OF 31.77 FEET TO THE POINT OF BEGINNING. PARCEL CONTAINS 783,129 SQUARE FEET OR 17.978 ACRES. BASIS OF BEARING: THE EAST LINE OF NORTHWEST QUARTER OF SECTION 9, TOWNSHIP 7 NORTH, RANGE 68 WEST OF THE 6TH P.M., LARIMER COUNTY, COLORADO, AS REFERENCE TO FINAL PLAT OF EASTRIDGE SECOND FILING RECORDED AT REC NO 20160047573 IN THE LARIMER COUNTY CLERK AND RECORDERS OFFICE BEARS NORTH 00°09'57" EAST FOR 2634.32 FEET BETWEEN THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER, MONUMENTED WITH A WITH A 2 ” ALUMINUM CAP ON NO 6 REBAR, STAMPED PLS 23503, 1996 AND THE NORTHEAST CORNER OF SAID NORTHEAST QUARTER, MONUMENTED A WITH A 2 1/2” ALUMINUM CAP ON NO 6 REBAR STAMPED PLS 28285, WITH ALL OTHER BEARINGS REFERENCED THERETO EXHIBIT B IS ATTACHED HERETO AND IS ONLY INTENDED TO DEPICT EXHIBIT A - LEGAL DESCRIPTION. IN THE EVENT THAT EXHIBIT A CONTAINS AN AMBIGUITY, EXHIBIT B MAY BE USED TO RESOLVE SAID AMBIGUITY. PREPARED FOR AND ON BEHALF OF GALLOWAY BY FRANK A KOHL# 37067 42 DN 3423281.1 EXHIBIT A-6 LEGAL DESCRIPTION OF DISTRICT NO. 6 BOUNDARIES EXHIBIT A LEGAL DESCRIPTION SPRINGER-FISHER-WHITHAM DISTRICT NO. 6 THAT PART OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 7 NORTH, RANGE 68 WEST OF THE 6TH P.M., LARIMER COUNTY, COLORADO, DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTER QUARTER CORNER OF SAID SECTION 9; THENCE NORTH 88°55'57" WEST FOR 1,323.41 FEET ON THE SOUTH LINE OF THE NORTHWEST QUARTER OF SECTION 9 TO THE WEST CENTER 1/16TH CORNER; THENCE S00°13'30"W, A DISTANCE OF 1311.25 FEET ON THE EAST LINE OF THE WEST HALF OF THE SOUTHEAST QUARTER OF SAID SECTION 9 TO THE TRUE POINT OF BEGINNING; THENCE S00°13'30"W, A DISTANCE OF 1330.10 FEET CONTINUING ON SAID EAST LINE TO THE WEST 1/16TH CORNER COMMON TO SECTIONS 9 AND 16; THENCE N89°12'17"W, A DISTANCE OF 631.24 FEET ON THE SOUTH LINE OF SAID SECTION 9 TO THE EAST LINE OF THAT PARCEL RECORDED AT REC NO 92016987 IN THE LARIMER COUNTY CLERK AND RECORDERS OFFICE; THENCE ON SAID EAST LINE FOR THE FOLLOWING 6 COURSES; 1) THENCE N13°44'09"W, A DISTANCE OF 250.02 FEET; 2) THENCE N15°22'09"W, A DISTANCE OF 112.04 FEET; 3) THENCE N57°53'09"W, A DISTANCE OF 181.02 FEET; 4) THENCE N49°41'09"W, A DISTANCE OF 146.77 FEET; 5) THENCE N43°21'09"W, A DISTANCE OF 362.79 FEET; 6) THENCE N60°03'09"W, A DISTANCE OF 100.57 FEET TO THE WEST LINE OF SAID SOUTHWEST QUARTER OF SECTION 9; THENCE N00°17'21"E, A DISTANCE OF 477.22 FEET ON SAID WEST LINE TO THE SOUTH 1/16TH CORNER COMMON TO SECTIONS 8 AND 9; THENCE S89°41'37"E, A DISTANCE OF 195.27 FEET TO A POINT OF CURVATURE; THENCE ALONG SAID CURVE TO THE LEFT, HAVING A RADIUS OF 327.50 FEET, A CENTRAL ANGLE OF 19°06'10", A DISTANCE OF 109.19 FEET, A CHORD BEARING OF N80°45'18"E WITH A CHORD DISTANCE OF 108.69 FEET; THENCE N71°12'13"E, A DISTANCE OF 250.44 FEET TO A POINT OF CURVATURE; THENCE ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 272.50 FEET, A CENTRAL ANGLE OF 19°06'10", A DISTANCE OF 90.85 FEET, A CHORD BEARING OF N80°45'18"E WITH A CHORD DISTANCE OF 90.43 FEET; THENCE S89°41'37"E, A DISTANCE OF 41.75 FEET TO A POINT OF CURVATURE; THENCE ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 272.50 FEET, A CENTRAL ANGLE OF 21°48'05", A DISTANCE OF 103.69 FEET, A CHORD BEARING OF S78°47'34"E WITH A CHORD DISTANCE OF 103.06 FEET; THENCE S67°53'32"E, A DISTANCE OF 207.56 FEET TO A POINT OF CURVATURE; THENCE ALONG SAID CURVE TO THE LEFT, HAVING A RADIUS OF 327.50 FEET, A CENTRAL ANGLE OF 21°50'53", A DISTANCE OF 124.88 FEET, A CHORD BEARING OF S78°48'58"E WITH A CHORD DISTANCE OF 124.13 FEET; THENCE S89°43'01"E, A DISTANCE OF 238.69 FEET TO THE POINT OF BEGINNING. PARCEL CONTAINS 1,440,733 SQUARE FEET OR 33.075 ACRES. BASIS OF BEARING: THE EAST LINE OF NORTHWEST QUARTER OF SECTION 9, TOWNSHIP 7 NORTH, RANGE 68 WEST OF THE 6TH P.M., LARIMER COUNTY, COLORADO, AS REFERENCE TO FINAL PLAT OF EASTRIDGE SECOND FILING RECORDED AT REC NO 20160047573 IN THE LARIMER COUNTY CLERK AND RECORDERS OFFICE BEARS NORTH 00°09'57" EAST FOR 2634.32 FEET BETWEEN THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER, MONUMENTED WITH A WITH A 2 ” ALUMINUM CAP ON NO 6 REBAR, STAMPED PLS 23503, 1996 AND THE NORTHEAST CORNER OF SAID NORTHEAST QUARTER, MONUMENTED A WITH A 2 1/2” ALUMINUM CAP ON NO 6 REBAR STAMPED PLS 28285, WITH ALL OTHER BEARINGS REFERENCED THERETO EXHIBIT B IS ATTACHED HERETO AND IS ONLY INTENDED TO DEPICT EXHIBIT A - LEGAL DESCRIPTION. IN THE EVENT THAT EXHIBIT A CONTAINS AN AMBIGUITY, EXHIBIT B MAY BE USED TO RESOLVE SAID AMBIGUITY. PREPARED FOR AND ON BEHALF OF GALLOWAY BY FRANK A KOHL, PLS# 37067 45 DN 3423281.1 EXHIBIT B-1 DISTRICT NO. 1 BOUNDARY MAP WEST QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 31/4" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "LS 34995" AND DATED "2016" CENTER-WEST 1/16 CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "PLS 23503" AND DATED "2007" POINT OF COMMENCEMENT CENTER QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2" ALUMINUM CAP ON NUMBER 6 REBAR. STAMPED "PLS 23503" AND DATED "1996" NORTH QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2 ALUMINUM CAP ON NUMBER 6 REBAR. STAMPED "PLS 28285" NORTHWEST CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP STAMPED "PLS 28285" S88°56'09"E 1323.29' NORTH LINE OF THE WEST HALF, SOUTHWEST QUARTER OF SECTION 9 S88°38'15"E 2640.91' NORTH LINE OF THE NORTHWEST QUARTER OF SECTION 9 S0°09'57"W 2634.32' EAST LINE OF THE NORTHWEST QUARTER OF SECTION 9 BASIS OF BEARINGS E. VINE DRIVE DISTRICT NO. 1 202,592 SQ. FT. 4.651 ACRES EAST RIDGE SECOND FILING REC. NO. 20160047573 N00°09'57"E 87.10' Δ=21°41'33" R=692.09' L=262.03' CB=N52°40'51"W C=260.47' N45°30'06"E 622.29' POINT OF BEGINNING S00°09'57"W 863.31' N0°17'47"E 2647.90' WEST LINE OF THE NORTHWEST QUARTER OF SECTION 9 47 DN 3423281.1 EXHIBIT B-2 DISTRICT NO. 2 BOUNDARY MAP WEST QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 31/4" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "LS 34995" AND DATED "2016" CENTER-WEST 1/16 CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "PLS 23503" AND DATED "2007" POINT OF COMMENCEMENT CENTER QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2" ALUMINUM CAP ON NUMBER 6 REBAR. STAMPED "PLS 23503" AND DATED "1996" NORTH QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2 ALUMINUM CAP ON NUMBER 6 REBAR. STAMPED "PLS 28285" NORTHWEST CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP STAMPED "PLS 28285" S88°56'09"E 1323.29' NORTH LINE OF THE WEST HALF, SOUTHWEST QUARTER OF SECTION 9 S88°38'15"E 2640.91' NORTH LINE OF THE NORTHWEST QUARTER OF SECTION 9 S0°09'57"W 2634.32' EAST LINE OF THE NORTHWEST QUARTER OF SECTION 9 BASIS OF BEARINGS E. VINE DRIVE DISTRICT NO. 2 2,809,099 SQ. FT. 64.488 ACRES EAST RIDGE SECOND FILING REC. NO. 20160047573 N00°09'57"E 950.41' N41°01'15"W 2518.11' Δ=39°19'08" R=742.09' L=509.26' CB=N59°53'25"W C=499.32' S88°38'14"E 2534.03' S00°09'57"W 1653.91' S45°30'06"W 622.29' POINT OF BEGINNING N0°17'47"E 2647.90' WEST LINE OF THE NORTHWEST QUARTER 49 DN 3423281.1 EXHIBIT B-3 DISTRICT NO. 3 BOUNDARY MAP WEST QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 31/4" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "LS 34995" AND DATED "2016" CENTER-WEST 1/16 CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "PLS 23503" AND DATED "2007" POINT OF COMMENCEMENT CENTER QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2" ALUMINUM CAP ON NUMBER 6 REBAR. STAMPED "PLS 23503" AND DATED "1996" NORTH QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2 ALUMINUM CAP ON NUMBER 6 REBAR. STAMPED "PLS 28285" NORTHWEST CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP STAMPED "PLS 28285" S88°56'09"E 1323.29' NORTH LINE OF THE WEST HALF, SOUTHWEST QUARTER OF SECTION 9 S88°38'15"E 2640.91' NORTH LINE OF THE NORTHWEST QUARTER OF SECTION 9 S0°09'57"W 2634.32' EAST LINE OF THE NORTHWEST QUARTER OF SECTION 9 BASIS OF BEARINGS E. VINE DRIVE DISTRICT NO. 3 2,751,597 SQ. FT. 63.168 ACRES EAST RIDGE SECOND FILING REC. NO. 20160047573 N88°55'57"W 1257.90' N00°13'30"E 94.01' POINT OF BEGINNING N88°56'09"W 1350.59' N00°17'47"E 1003.03' N89°29'01"W 38.08' N00°17'47"E 1480.45' Δ=43°55'11" R=534.50' L=409.72' CB=S22°11'05"W C=399.76' S00°13'30"W 711.96' 51 DN 3423281.1 EXHIBIT B-4 DISTRICT NO. 4 BOUNDARY MAP SOUTH QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR SOUTHWEST CORNER STAMPED " DB & CO" SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR IN MONUMENT BOX STAMPED "LS 34174" AND DATED "2015" WEST QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 31/4" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "LS 34995" AND DATED "2016" CENTER-WEST 1/16 CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "PLS 23503" AND DATED "2007" POINT OF COMMENCEMENT CENTER QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2" ALUMINUM CAP ON NUMBER 6 REBAR. STAMPED "PLS 23503" AND DATED "1996" SOUTH 1/16 CORNER: SECTION 9 AND 8, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "LS 7839" AND DATED "2000" MULBERRY STREET (HIGHWAY 14) WEST 1/16 CORNER: SECTION 9 AND 16, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR. STAMPED "PLS 23503" AND DATED "2007" OWNER: SPRINGER-FISHER INC REC. NO. 92016987 OWNER: VALLEY 14 LLC REC. NO. 20040111336 N0°09'54"E 2635.18' EAST LINE OF THE SOUTHWEST QUARTER OF SECTION 9 S89°12'02"E 1326.08' SOUTH LINE OF THE EAST HALF, SOUTHWEST QUARTER OF SECTION 9 S88°56'09"E 1323.29' 53 DN 3423281.1 EXHIBIT B-5 DISTRICT NO. 5 BOUNDARY MAP S88°56'09"E 1323.29' NORTH LINE OF THE WEST HALF, SOUTHWEST QUARTER OF SECTION 9 S88°38'15"E 2640.91' NORTH LINE OF THE NORTHWEST QUARTER OF SECTION 9 S0°09'57"W 2634.32' EAST LINE OF THE NORTHWEST QUARTER OF SECTION 9 BASIS OF BEARINGS EAST RIDGE SECOND FILING REC. NO. 20160047573 N0°17'47"E 2647.90' WEST LINE OF THE NORTHWEST QUARTER OF SECTION 9 POINT OF BEGINNING CENTER QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2" ALUMINUM CAP ON NUMBER 6 REBAR. STAMPED "PLS 23503" AND DATED "1996" WEST QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 31/4" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "LS 34995" AND DATED "2016" CENTER-WEST 1/16 CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "PLS 23503" AND DATED "2007" NORTH QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2 ALUMINUM CAP ON NUMBER 6 REBAR. STAMPED "PLS 28285" NORTHWEST CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP STAMPED "PLS 28285" N88°55'57"W 1257.90' N00°13'30"E 805.98' Δ=43°55'11" R=534.50' L=409.72' CB=N22°11'05"E C=399.76' DISTRICT NO. 5 783,129 SQ. FT. 17.978 ACRES Δ=23°36'51" R=742.09' L=305.85' CB=S53°36'50"E C=303.69' S00°09'57"W 31.77' 55 DN 3423281.1 EXHIBIT B-6 DISTRICT NO. 6 BOUNDARY MAP SOUTH QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR SOUTHWEST CORNER STAMPED " DB & CO" SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR IN MONUMENT BOX STAMPED "LS 34174" AND DATED "2015" WEST QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 31/4" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "LS 34995" AND DATED "2016" CENTER-WEST 1/16 CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "PLS 23503" AND DATED "2007" POINT OF COMMENCEMENT CENTER QUARTER CORNER SECTION 9, T.7 N. R. 68 W. FOUND 2" ALUMINUM CAP ON NUMBER 6 REBAR. STAMPED "PLS 23503" AND DATED "1996" SOUTH 1/16 CORNER: SECTION 9 AND 8, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR STAMPED "LS 7839" AND DATED "2000" MULBERRY STREET (HIGHWAY 14) WEST 1/16 CORNER: SECTION 9 AND 16, T.7 N. R. 68 W. FOUND 2 1/2" ALUMINUM CAP ON NUMBER 6 REBAR. STAMPED "PLS 23503" AND DATED "2007" OWNER: SPRINGER-FISHER INC REC. NO. 92016987 OWNER: VALLEY 14 LLC REC. NO. 20040111336 N0°09'54"E 2635.18' EAST LINE OF THE SOUTHWEST QUARTER OF SECTION 9 S89°12'02"E 1326.08' SOUTH LINE OF THE EAST HALF, SOUTHWEST QUARTER OF SECTION 9 S88°56'09"E 1323.29' 57 DN 3423281.1 EXHIBIT C LEGAL DESCRIPTION OF INCLUSION AREA 58 DN 3423281.1 EXHIBIT D INCLUSION AREA BOUNDARY MAP 60 DN 3423281.1 EXHIBIT E VICINITY MAP SPRINGER-FISHER-WHITHAM This information is copyrighted by Galloway & Company, Inc. All rights reserved. Hartford Homes, LLC. 01.07.2019 SCALE: 1" = 800'-0" SPRINGER-FISHER-WHITHAM VICINITY MAP 0' 800' 1600' 4000' 62 EXHIBIT F PUBLIC IMPROVEMENT COST ESTIMATES The preliminary infrastructure plan identifies initial estimates for streets, water, sewer, storm drainage, park and recreation, landscaping/open space and other public improvements that are authorized to be funded by the Districts. Due to the pending approval process of the development plan for the Project and potential changes to zoning and development based upon final approval of development plan(s) for the Project, additional detail regarding water, sewer, and storm drainage improvements will be identified during the approval processes that will be undertaken in the future. Date January 8, 2019 Acreage: 229.43 Units: 1608 Group Activity Unit Unit Cost Qty Total Per Unit Qty Total Per Unit Earthwork Clear and Grub Acre $ 200.00 229.43 $ 45,887 $ 29 Earthwork Strip Topsoil and Stockpile - 6" Cubic Yard $ 2.85 185,076 $ 527,467 $ 328 Earthwork Overlot Grading Cubic Yard $ 3.15 525,000 $ 1,653,750 $ 1,028 Earthwork Finish Grading Square Yard $ 1.25 1,110,457 $ 1,388,071 $ 863 Earthwork Replace Topsoil Cubic Yard $ 2.85 185,076 $ 527,467 $ 328 Earthwork Remove Concrete Lined Irrigation Ditch Linear Feet $ 7.75 10,650 $ 82,538 $ 51 Earthwork Remove Tree Each $ 615.00 30 $ 18,450 $ 11 Earthwork Earthwork Subtotal $ 4,243,630 $ 2,639 Sanitary Connect to Existing Each $ 5,400.00 5 $ 27,000 $ 17 Sanitary Sanitary Sewer Dewatering Day $ 850.00 60 $ 51,000 $ 32 Sanitary 8" Sanitary Sewer Linear Feet $ 70.20 41,044 $ 2,881,302 $ 1,792 Sanitary 12" Sanitary Sewer Linear Feet $ 83.70 7,901 $ 661,338 $ 411 Sanitary 4' DIA Sanitary Sewer Manhole Each $ 3,786.67 370 $ 1,401,067 $ 871 Sanitary 4" Sanitary Service Each $ 1,852.50 1,009 $ 1,869,173 $ 1,162 Sanitary Jetting / Camera Linear Feet $ 2.50 48,945 $ 122,364 $ 76 Sanitary Off Site 12" Sanitary Sewer Linear Feet $ 83.70 1,139 $ 95,361 $ 59 Sanitary Offsite 4' DIA Sanitary Sewer Manhole Each $ 3,786.67 11 $ 41,653 $ 26 Sanitary Sanitary Subtotal $ 7,150,257 $ 4,446.68 Water Connect to Existing Each $ 3,200.00 18 $ 57,600 $ 36 Water 8" Water Main Linear Feet $ 44.35 43,705 $ 1,938,315 $ 1,205 Water 8" x 8" Water Main Tee Each $ 465.00 85 $ 39,690 $ 25 Water 8" Water Main Gate Valve Each $ 1,240.00 263 $ 326,720 $ 203 Water 8" x 8" Water Main Cross Each $ 692.00 7 $ 5,136 $ 3 Water 8" Water Main Air Release Valve Each $ 3,310.00 22 $ 73,701 $ 46 Water 8" Water Main - Bend Each $ 300.00 130 $ 38,966 $ 24 Water 8" Waterline Lowering Each $ 2,230.00 59 $ 132,410 $ 82 Water 12" Water Main Linear Feet $ 59.00 9,687 $ 571,541 $ 355 Water 12" x 8" Water Main Cross Each $ 1,520.00 12 $ 17,884 $ 11 Water 12" x 8" Water Main Tee Each $ 940.00 12 $ 11,060 $ 7 Water 12" Water Main Gate Valve Each $ 2,630.00 67 $ 175,349 $ 109 Water 12" Water Main - Bend Each $ 750.00 31 $ 23,531 $ 15 Water 12" Waterline Lowering Each $ 4,000.00 12 $ 47,063 $ 29 Water 3/4" Water Service Each $ 2,900.00 777 $ 2,253,300 $ 1,401 Water 1.5" Water Service Each $ 5,000.00 232 $ 1,160,000 $ 721 Water Fire Hydrant Assembly Each $ 5,000.00 189 $ 946,316 $ 589 Water Water Main Testing Linear Feet $ 1.10 53,392 $ 58,731 $ 37 Water Offsite 12" Water Main Linear Feet $ 59.00 1,118 $ 65,933 $ 41 Water Offsite 12" Water Main - Bend Each $ 750.00 12 $ 9,000 $ 6 Water Offsite 20" Water Main Linear Feet $ 100.00 2,008 $ 200,755 $ 125 Water Water Subtotal $ 7,306,574 $ 4,544 $ 846,428 $ 526 Non-Pot Water Non-Potable Water Pumphouse Each $ 450,000.00 $ - $ - 2 $ 900,000 $ 560 Non-Pot Water Non-Potable Water Main Linear Feet $ 60.00 $ - $ - 62,370 $ 3,742,200 $ 2,327 Non-Pot Water Non-Potable Water Subtotal $ - $ - $ 4,642,200 $ 2,887 Storm 18" RCP Linear Feet $ 55.80 1,317 $ 73,476 $ 46 Storm 24" RCP Linear Feet $ 73.00 1,352 $ 98,686 $ 61 Storm 30" RCP Linear Feet $ 91.00 4,893 $ 445,272 $ 277 Storm 36" RCP Linear Feet $ 124.00 9,765 $ 1,210,891 $ 753 Storm 42" RCP Linear Feet $ 160.00 1,226 $ 196,117 $ 122 Storm 48" RCP Linear Feet $ 195.00 5,271 $ 1,027,896 $ 639 Storm 54" RCP Linear Feet $ 230.00 1,261 $ 290,014 $ 180 Storm 60" RCP Linear Feet $ 265.00 850 $ 225,372 $ 140 Storm 66" RCP Linear Feet $ 300.00 629 $ 188,625 $ 117 Storm 72" RCP Linear Feet $ 330.00 766 $ 252,925 $ 157 Storm 42" RCP FES Each $ 1,500.00 2 $ 3,000 $ 2 Storm 48" RCP FES Each $ 2,000.00 3 $ 6,000 $ 4 Storm 66" RCP FES Each $ 3,500.00 2 $ 7,000 $ 4 Date January 8, 2019 Acreage: 229.43 Units: 1608 Group Activity Unit Unit Cost Qty Total Per Unit Qty Total Per Unit Total Project Basic Public Improvements Non-Basic Public Improvements Springer-Fisher-Whitham Metro District Cost Estimate Asphalt Adjust Sanitary Manhole In Asphalt Pavement Each $ 560.00 370 $ 207,200 $ 129 Asphalt Adjust Storm Manhole In Asphalt Pavement Each $ 560.00 156 $ 87,360 $ 54 Asphalt Adjust Valve Box In Asphalt Pavement Each $ 450.00 352 $ 158,590 $ 99 Asphalt Asphalt Subtotal $ 14,375,566 $ 8,940 $ 4,002,023 $ 2,489 Erosion Erosion Control Mobilization Each $ 2,700.00 6 $ 15,911 $ 10 Erosion Erosion Control BMPs Acre $ 4,352.10 229.43 $ 998,517 $ 621 Erosion SWMP Inspections and Permits Acre $ 172.42 229.43 $ 39,559 $ 25 Erosion Erosion Control Maintenance Month $ 2,700.00 24 $ 64,800 $ 40 Misc. Ongoing SWMP Management Month $ 3,780.00 24 $ 90,720 $ 56 Erosion Erosion Control, Maint. Subtotal $ 1,209,508 $ 752 Landscaping Landscaping / Neighborhood Park Development Acre of Total Dev. $ 32,712.17 129.43 $ 4,233,936 $ 2,633 100.00 $ 3,271,217 $ 2,034 Landscaping Pollinator Corridors Lump Sum $ 160,800.00 1 $ 160,800 $ 100 Landscaping Cooper Slough Improvements Lump Sum $ 500,000.00 1 $ 500,000 $ 311 Landscaping Lake Canal Improvements Lump Sum $ 150,000.00 1 $ 150,000 $ 93 Landscaping Mulberry Frontage Lanscape Improvements Acres $ 500,000.00 1 $ 500,000 $ 311 Landscaping Fencing Linear Feet $ 20.00 8,252 $ 165,031 $ 103 Landscaping / OS Landscaping and Fence Subtotal $ 4,398,967 $ 2,735.68 $ 4,582,017 $ 2,850 Misc. / Amenity Dry Utility Conduit Crossings Lot $ 550.00 1,607 $ 883,850 $ 550 Misc. / Amenity Dry Utility Coordination Lot $ 165.00 1,607 $ 265,155 $ 165 Misc. / Amenity Neighborhood Pool Lump Sum $ 3,000,000.00 1 $ 3,000,000 $ 1,866 Misc. / Amenity Commercial Promenade Lump Sum $ 3,000,000.00 1 $ 3,000,000 $ 1,866 Misc. / Amenity Enhanced Pedestrian Crossings Each $ 12,500.00 6 $ 75,000 $ 47 Misc. / Amenity Gateway / Monumentation and ROW Lump Sum $ 1,250,000.00 1 $ 1,250,000 $ 777 Misc. / Amenity Greenfields Rail Crossing Lump Sum $ 500,000.00 1 $ 500,000 $ 311 Misc. / Amenity Adjust existing sewer manhole to grade Each $ 920.00 7 $ 6,440 $ 4 Misc. / Amenity Pothole Existing Utilities Hour $ 210.00 350 $ 73,455 $ 46 Misc. / Amenity Greenfield Offsite Cost Including RAB (Earth, Concrete, & Asphalt) Lump Sum $ 524,453.00 $ - 1 $ 524,453 $ 326 Misc. / Amenity Mulberry Instersection and Median Improvements Lump Sum $ 300,000.00 $ - $ - 1 $ 300,000 $ 187 Testing Testing And Observation Acre $ 3,366.70 229.43 $ 772,433 $ 480 Misc. Overall Mobilization & General Conditions Acre $ 8,024.74 229.43 $ 1,841,142 $ 1,145 Misc. Engineering/Survey/Construction Management (15% of Constuction Costs) Lump Sum $ 34,589.38 229.43 $ 7,935,956 $ 4,935 $ 3,408,318 $ 2,120 Contingency Contingency (20% of Construction Costs) Lump Sum $ 46,119.17 229.43 $ 10,581,274 $ 6,580 $ 4,544,424 $ 2,826 Misc. / Amenity Miscellaneous Subtotal $ 22,359,704 $ 13,905 $ 16,602,195 $ 10,325 Springer Fisher Metro District Development Costs $ 74,037,174 $ 46,043 $ 30,674,863 $ 19,076 65 DN 3423281.1 EXHIBIT G PUBLIC IMPROVEMENT MAPS This information is copyrighted by Galloway & Company, Inc. All rights reserved. Hartford Homes, LLC. 01.07.2019 SCALE: 1" = 200'-0" METRO DISTRICT MAP SPRINGER-FISHER-WHITHAM PARKS AND OPEN SPACE 0' 200' 400' 1000' OPEN SPACE NEIGHBORHOOD PARK This information is copyrighted by Galloway & Company, Inc. All rights reserved. Hartford Homes, LLC. SCALE: 1" = 200'-0" METRO DISTRICT MAP SPRINGER-FISHER-WHITHAM FENCING 0' 200' 400' 1000' FENCE 01.07.2019 This information is copyrighted by Galloway & Company, Inc. All rights reserved. Hartford Homes, LLC. SCALE: 1" = 200'-0" METRO DISTRICT MAP SPRINGER-FISHER-WHITHAM STREET PLAN 0' 200' 400' 1000' STREETS 01.07.2019 This information is copyrighted by Galloway & Company, Inc. All rights reserved. Hartford Homes, LLC. SCALE: 1" = 200'-0" METRO DISTRICT MAP SPRINGER-FISHER-WHITHAM TRAILS 0' 200' 400' 1000' TRAILS 01.07.2019 This information is copyrighted by Galloway & Company, Inc. All rights reserved. Hartford Homes, LLC. 01.07.2019 SCALE: 1" = 200'-0" METRO DISTRICT MAP SPRINGER-FISHER-WHITHAM WATER 0' 200' 400' 1000' 8''W 8" WATER LINE 12''W 12" WATER LINE W EXISTING WATER LINE This information is copyrighted by Galloway & Company, Inc. All rights reserved. Hartford Homes, LLC. 01.07.2019 SCALE: 1" = 200'-0" METRO DISTRICT MAP SPRINGER-FISHER-WHITHAM NON-POTABLE WATER 0' 200' 400' 1000' NPW NON-POTBALE WATER LINE This information is copyrighted by Galloway & Company, Inc. All rights reserved. Hartford Homes, LLC. 01.07.2019 SCALE: 1" = 200'-0" METRO DISTRICT MAP SPRINGER-FISHER-WHITHAM SANITARY SEWER 0' 200' 400' 1000' 8''SS 8" SANITARY SEWER LINE 12''SS 12" SANITARY SEWER LINE This information is copyrighted by Galloway & Company, Inc. All rights reserved. Hartford Homes, LLC. 01.07.2019 SCALE: 1" = 200'-0" METRO DISTRICT MAP SPRINGER-FISHER-WHITHAM STORM DRAIN 0' 200' 400' 1000' STORM DRAIN 74 EXHIBIT H FINANCIAL PLAN This forecast is only an example of what might be done, and is meant to show the capacity of the Districts to issue debt. As such, the dates, mill levies, valuations, amount of the bond proceeds, and revenues may differ when debt is issued, and this forecast will not be binding on the Districts as long as the debt falls within the restrictions in the text of the Service Plan. MULBERRY METROPOLITAN DISTRICT (Residential & Commercial) 1 Development Projection at 40.000 (target) Res'l Mills + 20.000 (target) Comm'l Mills for Debt Service -- 12/21/2018 2050 Series 2032, G.O. Bonds, P&C Refg of (proposed) Series 2022 + New, 100x, Assumes Investment Grade, 30-yr. Maturity (SERVICE PLAN) 2042 0 O&G Res'l Dist #2 District #2 District #2 District #2 Comm'l Dist #1 District #1 District #1 District #1 2 Total D/S Mill Levy D/S Mill Levy S.O. Taxes Total D/S Mill Levy D/S Mill Levy S.O. Taxes Total Assessed [40.000 Target] Collections Collected Assessed [20.000 Target] Collections Collected Available YEAR Value [40.000 Cap] @ 98% @ 6% Value [20.000 Cap] @ 98% @ 6% Revenue 2017 $0 2018 0 2019 0 2020 0 40.000 $0 $0 0 20.000 $0 $0 0 2021 0 40.000 0 0 0 20.000 0 0 0 2022 4,057,100 40.000 159,038 9,542 0 20.000 0 0 168,581 2023 12,197,336 40.000 478,136 28,688 0 20.000 0 0 506,824 2024 16,463,749 40.000 645,379 38,723 0 20.000 0 0 684,102 2025 20,597,427 40.000 807,419 48,445 0 20.000 0 0 855,864 2026 28,008,568 40.000 1,097,936 65,876 694,782 20.000 13,618 817 1,178,247 2027 37,489,668 40.000 1,469,595 88,176 9,307,895 20.000 182,435 10,946 1,751,151 2028 41,584,214 40.000 1,630,101 97,806 23,688,792 20.000 464,300 27,858 2,220,066 2029 42,668,101 40.000 1,672,590 100,355 23,688,792 20.000 464,300 27,858 2,265,103 2030 45,228,187 40.000 1,772,945 106,377 25,110,120 20.000 492,158 29,530 2,401,009 2031 45,228,187 40.000 1,772,945 106,377 25,110,120 20.000 492,158 29,530 2,401,009 2032 47,941,878 40.000 1,879,322 112,759 26,616,727 20.000 521,688 31,301 2,545,070 2033 47,941,878 40.000 1,879,322 112,759 26,616,727 20.000 521,688 31,301 2,545,070 2034 50,818,391 40.000 1,992,081 119,525 28,213,731 20.000 552,989 33,179 2,697,774 2035 50,818,391 40.000 1,992,081 119,525 28,213,731 20.000 552,989 33,179 2,697,774 2036 53,867,494 40.000 2,111,606 126,696 29,906,555 20.000 586,168 35,170 2,859,641 2037 53,867,494 40.000 2,111,606 126,696 29,906,555 20.000 586,168 35,170 2,859,641 2038 57,099,544 40.000 2,238,302 134,298 31,700,948 20.000 621,339 37,280 3,031,219 2039 57,099,544 40.000 2,238,302 134,298 31,700,948 20.000 621,339 37,280 3,031,219 2040 60,525,517 40.000 2,372,600 142,356 33,603,005 20.000 658,619 39,517 3,213,092 2041 60,525,517 40.000 2,372,600 142,356 33,603,005 20.000 658,619 39,517 3,213,092 2042 64,157,048 40.000 2,514,956 150,897 35,619,185 20.000 698,136 41,888 3,405,878 2043 64,157,048 40.000 2,514,956 150,897 35,619,185 20.000 698,136 41,888 3,405,878 2044 68,006,470 40.000 2,665,854 159,951 37,756,336 20.000 740,024 44,401 3,610,231 2045 68,006,470 40.000 2,665,854 159,951 37,756,336 20.000 740,024 44,401 3,610,231 2046 72,086,859 40.000 2,825,805 169,548 40,021,716 20.000 784,426 47,066 3,826,844 2047 72,086,859 40.000 2,825,805 169,548 40,021,716 20.000 784,426 47,066 3,826,844 2048 76,412,070 40.000 2,995,353 179,721 42,423,019 20.000 831,491 49,889 4,056,455 2049 76,412,070 40.000 2,995,353 179,721 42,423,019 20.000 831,491 49,889 4,056,455 2050 80,996,794 40.000 3,175,074 190,504 44,968,400 20.000 881,381 52,883 4,299,842 2051 80,996,794 40.000 3,175,074 190,504 44,968,400 20.000 881,381 52,883 4,299,842 2052 85,856,602 40.000 3,365,579 201,935 47,666,504 20.000 934,263 56,056 4,557,833 2053 85,856,602 40.000 3,365,579 201,935 47,666,504 20.000 934,263 56,056 4,557,833 2054 91,007,998 40.000 3,567,514 214,051 50,526,495 20.000 990,319 59,419 4,831,303 2055 91,007,998 40.000 3,567,514 214,051 50,526,495 20.000 990,319 59,419 4,831,303 2056 96,468,478 40.000 3,781,564 226,894 53,558,084 20.000 1,049,738 62,984 5,121,181 2057 96,468,478 40.000 3,781,564 226,894 53,558,084 20.000 1,049,738 62,984 5,121,181 2058 102,256,587 40.000 4,008,458 240,507 56,771,569 20.000 1,112,723 66,763 5,428,452 2059 102,256,587 40.000 4,008,458 240,507 56,771,569 20.000 1,112,723 66,763 5,428,452 2060 108,391,982 40.000 4,248,966 254,938 60,177,864 20.000 1,179,486 70,769 5,754,159 2061 108,391,982 40.000 4,248,966 254,938 60,177,864 20.000 1,179,486 70,769 5,754,159 2062 114,895,501 40.000 4,503,904 270,234 63,788,535 20.000 1,250,255 75,015 6,099,408 __________ __________ __________ __________ __________ 103,496,054 6,209,763 27,644,807 1,658,688 139,009,312 12/21/2018 B MMD Fin Plan 18 NR SP FP+2032 IG Refg Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 1 2050 2042 0 O&G 2 YEAR 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 2055 2056 2057 2058 2059 2060 2061 2062 MULBERRY METROPOLITAN DISTRICT (Residential & Commercial) Development Projection at 40.000 (target) Res'l Mills + 20.000 (target) Comm'l Mills for Debt Service -- 12/21/2018 Series 2032, G.O. Bonds, P&C Refg of (proposed) Series 2022 + New, 100x, Assumes Investment Grade, 30-yr. Maturity (SERVICE PLAN) Series 2022 Ser. 2032 $43,540,000 Par $64,595,000 Par Surplus Senior Senior Cov. of Net DS: Cov. of Net DS: [Net $32.442 MM] [Net $21.562 MM] Total Annual Release @ Cumulative Debt/ Debt/ Target Cap Net Available Net Debt Net Debt Net Debt Funds on Hand* Surplus 50% D/A Surplus Assessed Act'l Value @ 0.00 URA Mills @ 0.00 URA Mills for Debt Svc Service Service Service Used as Source to $6,459,500 $6,459,500 Target Ratio Ratio + ST TIF Revs + ST TIF Revs MULBERRY METROPOLITAN DISTRICT (Residential) 1 Assessed Value Summary 2050 2042 < < < < < < < < Residential > > > > > > > > < Platted/Developed Lots > < < < < < < < < Commercial > > > > > > > > < Oil & Gas > ####### Mkt Value As'ed Value As'ed Value Mkt Value As'ed Value As'ed Value Biennial @ 7.20% @ 29.00% Biennial @ 29.00% @ 87.50% Total Total Reasses'mt Cumulative of Market Cumulative of Market Total Comm'l Total Hotel Reasses'mt Cumulative of Market of Market 3 Assessed YEAR Res'l Units @ 6.0% Market Value (2-yr lag) Market Value (2-yr lag) Sq. Ft.* Rooms @ 6.0% Market Value (2-yr lag) (2-yr lag) Value 2017 0 0 0 0 0 $0 2018 0 0 0 0 0 0 0 0 2019 0 000000 00 $0 2020 0000 13,990,000 0 0 0000 0 2021 660 148,462,999 0 5,200,000 0 0 0 0 0 0 2022 120 2,969,260 207,718,732 0 5,200,000 4,057,100 0 0000 4,057,100 2023 120 265,130,933 10,689,336 5,200,000 1,508,000 0 0 0 0 12,197,336 2024 120 5,302,619 328,993,998 14,955,749 14,900,000 1,508,000 0 0000 16,463,749 2025 420 500,148,162 19,089,427 5,100,000 1,508,000 0 0 0 0 20,597,427 2026 120 10,002,963 569,905,754 23,687,568 1,900,000 4,321,000 0 0000 28,008,568 2027 40 592,612,513 36,010,668 0 1,479,000 0 0 0 0 37,489,668 2028 0 35,556,751 628,169,263 41,033,214 0 551,000 0 0000 41,584,214 2029 0 628,169,263 42,668,101 0 0 0 0 0 0 42,668,101 2030 0 37,690,156 665,859,419 45,228,187 0 0 0 0000 45,228,187 2031 0 665,859,419 45,228,187 0 0 0 0 0 0 45,228,187 2032 0 39,951,565 705,810,984 47,941,878 0 0 0 0000 47,941,878 2033 0 705,810,984 47,941,878 0 0 0 0 0 0 47,941,878 2034 0 42,348,659 748,159,643 50,818,391 0 0 0 0000 50,818,391 2035 0 748,159,643 50,818,391 0 0 0 0 0 0 50,818,391 2036 0 44,889,579 793,049,222 53,867,494 0 0 0 0000 53,867,494 2037 0 793,049,222 53,867,494 0 0 0 0 0 0 53,867,494 2038 47,582,953 840,632,175 57,099,544 0 0 0 0 0 57,099,544 2039 840,632,175 57,099,544 0 0 0 0 57,099,544 2040 50,437,931 891,070,106 60,525,517 0 0 0 0 0 60,525,517 2041 891,070,106 60,525,517 0 0 0 0 60,525,517 2042 53,464,206 944,534,312 64,157,048 0 0 0 0 0 64,157,048 2043 944,534,312 64,157,048 0 0 0 0 64,157,048 2044 56,672,059 1,001,206,371 68,006,470 0 0 0 0 0 68,006,470 2045 1,001,206,371 68,006,470 0 0 0 0 68,006,470 2046 60,072,382 1,061,278,753 72,086,859 0 0 0 0 0 72,086,859 2047 1,061,278,753 72,086,859 0 0 0 0 72,086,859 2048 63,676,725 1,124,955,479 76,412,070 0 0 0 0 0 76,412,070 2049 1,124,955,479 76,412,070 0 0 0 0 76,412,070 2050 67,497,329 1,192,452,807 80,996,794 0 0 0 0 0 80,996,794 2051 1,192,452,807 80,996,794 0 0 0 0 80,996,794 2052 71,547,168 1,263,999,976 85,856,602 0 0 0 0 0 85,856,602 2053 1,263,999,976 85,856,602 0 0 0 0 85,856,602 2054 75,839,999 1,339,839,974 91,007,998 0 0 0 0 0 91,007,998 2055 1,339,839,974 91,007,998 0 0 0 0 91,007,998 2056 80,390,398 1,420,230,373 96,468,478 0 0 0 0 0 96,468,478 2057 1,420,230,373 96,468,478 0 0 0 0 96,468,478 2058 85,213,822 1,505,444,195 102,256,587 0 0 0 0 0 102,256,587 2059 1,505,444,195 102,256,587 0 0 0 0 102,256,587 2060 90,326,652 1,595,770,847 108,391,982 0 0 0 0 0 108,391,982 2061 1,595,770,847 108,391,982 0 0 0 0 108,391,982 2062 95,746,251 1,691,517,097 114,895,501 0 0 0 0 0 114,895,501 ______ __________ __________ __________ __________ 1,600 1,117,179,427 000 [*] Not incl. Hotels; presented in Rooms [3] Estimated, tbd. MULBERRY METROPOLITAN DISTRICT (Residential) Development Summary Development Projection -- Buildout Plan (updated 12/21/18) Residential Development Product Type Apts (Affordable) Apts (Market Rate) Cluster SFD - Alley Load SFD - Traditional TH Condos Base $ ('18) $110,000 $205,000 $350,000 $450,000 $500,000 $475,000 $300,000 Res'l Totals 2017 - - - - - - - - 2018 - - - - - - - - 2019 - - - - - - - - 2020 - - - - - - - - 2021 240 300 40 40 40 - - 660 2022 - - 40 40 40 - - 120 2023 - - 40 40 40 - - 120 2024 - - 40 40 40 - - 120 2025 - - 40 40 40 40 260 420 2026 - - 40 40 - 40 - 120 2027 - - - - - 40 - 40 2028 - - - - - - - - 2029 - - - - - - - - 2030 - - - - - - - - 2031 - - - - - - - - 2032 - - - - - - - - 2033 - - - - - - - - 2034 - - - - - - - - 2035 - - - - - - - - 2036 - - - - - - - - 2037 - - - - - - - - 240 300 240 240 200 120 260 1,600 MV @ Full Buildout $26,400,000 $61,500,000 $84,000,000 $108,000,000 $100,000,000 $57,000,000 $78,000,000 $514,900,000 (base prices;un-infl.) notes: Platted/Dev Lots = 10% MV; one-yr prior Base MV $ inflated 2% per annum 12/21/2018 B MMD Fin Plan 18 R Dev Summary Prepared by D.A. Davidson & Co. 4 PAINTED PRAIRIE METROPOLITAN DISTRICT (Commercial) 1 Assessed Value Summary 2050 2042 < < < < < < < < Residential > > > > > > > > < Platted/Developed Lots > < < < < < < < < Commercial > > > > > > > > ####### Mkt Value As'ed Value As'ed Value Mkt Value As'ed Value Biennial @ 7.20% @ 29.00% Biennial @ 29.00% Total Total Reasses'mt Cumulative of Market Cumulative of Market Total Comm'l Total Hotel Reasses'mt Cumulative of Market Assessed YEAR Res'l Units @ 6.0% Market Value (2-yr lag) Market Value (2-yr lag) Sq. Ft.* Rooms @ 6.0% Market Value (2-yr lag) Value 2017 0 0 0 0 0 $0 2018 0 0 0 0 0 0 0 0 2019 0 000000 00$0 2020 000000000000 2021 0 000000 000 2022 000000000000 2023 0 000000 000 2024 0000 2,395,800 0 0 00000 2025 0 0 0 4,575,978 0 108,900 0 27,520,211 0 0 2026 00000 694,782 207,999 0 550,404 81,685,491 0 694,782 2027 0 0 0 0 1,327,034 0 0 81,685,491 7,980,861 9,307,895 2028 00000000 4,901,129 86,586,620 23,688,792 23,688,792 2029 0 000000 86,586,620 23,688,792 23,688,792 2030 00000000 5,195,197 91,781,818 25,110,120 25,110,120 2031 0 000000 91,781,818 25,110,120 25,110,120 2032 00000000 5,506,909 97,288,727 26,616,727 26,616,727 2033 0 000000 97,288,727 26,616,727 26,616,727 2034 00000000 5,837,324 103,126,050 28,213,731 28,213,731 2035 0 000000 103,126,050 28,213,731 28,213,731 2036 00000000 6,187,563 109,313,613 29,906,555 29,906,555 2037 0 000000 109,313,613 29,906,555 29,906,555 2038 00000 6,558,817 115,872,430 31,700,948 31,700,948 2039 0000 115,872,430 31,700,948 31,700,948 2040 00000 6,952,346 122,824,776 33,603,005 33,603,005 2041 0000 122,824,776 33,603,005 33,603,005 2042 00000 7,369,487 130,194,262 35,619,185 35,619,185 2043 0000 130,194,262 35,619,185 35,619,185 2044 00000 7,811,656 138,005,918 37,756,336 37,756,336 2045 0000 138,005,918 37,756,336 37,756,336 2046 00000 8,280,355 146,286,273 40,021,716 40,021,716 2047 0000 146,286,273 40,021,716 40,021,716 2048 00000 8,777,176 155,063,450 42,423,019 42,423,019 2049 0000 155,063,450 42,423,019 42,423,019 2050 00000 9,303,807 164,367,257 44,968,400 44,968,400 2051 0000 164,367,257 44,968,400 44,968,400 2052 00000 9,862,035 174,229,292 47,666,504 47,666,504 2053 0000 174,229,292 47,666,504 47,666,504 2054 00000 10,453,758 184,683,050 50,526,495 50,526,495 2055 0000 184,683,050 50,526,495 50,526,495 2056 00000 11,080,983 195,764,033 53,558,084 53,558,084 2057 0000 195,764,033 53,558,084 53,558,084 2058 00000 11,745,842 207,509,875 56,771,569 56,771,569 2059 0000 207,509,875 56,771,569 56,771,569 2060 00000 12,450,592 219,960,467 60,177,864 60,177,864 2061 0000 219,960,467 60,177,864 60,177,864 2062 00000 13,197,628 233,158,095 63,788,535 63,788,535 ______ __________ __________ __________ __________ 00 316,899 0 152,023,008 [*] Not incl. Hotels; presented in Rooms 12/21/2018 B MMD Fin Plan 18 C AV Summary Prepared by D.A.Davidson & Co. PAINTED PRAIRIE METROPOLITAN DISTRICT (Commercial) Development Summary Development Projection -- Buildout Plan (updated 12/17/18) Commercial Development Product Type Comm'l ('C) Comm'l (D1) Comm'l (D2) Base $ ('18) $220/sf $220/sf $220/sf Sales $ ('18) $0/sf $0/sf $0/sf Taxable % 100% 100% 100% Comm'l SF Total* Hotel Rooms 2017 - - - - - 2018 - - - - - 2019 - - - - - 2020 - - - - - 2021 - - - - - 2022 - - - - - 2023 - - - - - 2024 - - - - - 2025 - 108,900 - 108,900 - 2026 133,947 - 74,052 207,999 - 2027 - - - - - 2028 - - - - - 2029 - - - - - 2030 - - - - - 2031 - - - - - 2032 - - - - - 2033 - - - - - 2034 - - - - - 2035 - - - - - 2036 - - - - - 2037 - - - - - 133,947 108,900 74,052 316,899 - MV @ Full Buildout $29,468,340 $23,958,000 $16,291,440 $69,717,780 (base prices;un-infl.) [*] Not incl. Hotels; presented in Rooms notes: Platted/Dev Lots = 10% MV; one-yr prior Base MV $ inflated 2% per annum 12/21/2018 B MMD Fin Plan 18 C Dev Summary Prepared by D.A. Davidson & Co. 6 Dec 21, 2018 3:53 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Mulberry MD 18:BDEC2118-32IGR20B,32IGR20B) SOURCES AND USES OF FUNDS MULBERRY METROPOLITAN DISTRICT (Residential & Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2032 Pay & Cancel Refunding of (proposed) Series 2022 + New Money 40.000 (target) Res'l Mills + 20.000 (target) Comm'l Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2032 Delivery Date 12/01/2032 Sources: Bond Proceeds: Par Amount 64,595,000.00 Other Sources of Funds: Funds on Hand* 255,000.00 64,850,000.00 Uses: Project Fund Deposits: Project Fund 21,561,708.33 Refunding Escrow Deposits: Cash Deposit* 42,550,000.00 Other Fund Deposits: Capitalized Interest Fund 215,316.67 Cost of Issuance: Other Cost of Issuance 200,000.00 Delivery Date Expenses: Underwriter's Discount 322,975.00 64,850,000.00 Note: [*] Estimated balances (tbd) 7 Dec 21, 2018 3:53 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Mulberry MD 18:BDEC2118-32IGR20B,32IGR20B) BOND SUMMARY STATISTICS MULBERRY METROPOLITAN DISTRICT (Residential & Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2032 Pay & Cancel Refunding of (proposed) Series 2022 + New Money 40.000 (target) Res'l Mills + 20.000 (target) Comm'l Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2032 Delivery Date 12/01/2032 First Coupon 06/01/2033 Last Maturity 12/01/2062 Arbitrage Yield 4.000000% True Interest Cost (TIC) 4.035175% Net Interest Cost (NIC) 4.000000% All-In TIC 4.057081% Average Coupon 4.000000% Average Life (years) 22.213 Weighted Average Maturity (years) 22.213 Duration of Issue (years) 14.523 Par Amount 64,595,000.00 Bond Proceeds 64,595,000.00 Total Interest 57,395,200.00 Net Interest 57,718,175.00 Bond Years from Dated Date 1,434,880,000.00 Bond Years from Delivery Date 1,434,880,000.00 Total Debt Service 121,990,200.00 Maximum Annual Debt Service 6,094,400.00 Average Annual Debt Service 4,066,340.00 Underwriter's Fees (per $1000) Average Takedown Other Fee 5.000000 Total Underwriter's Discount 5.000000 Bid Price 99.500000 Average Par Average Average Maturity PV of 1 bp Bond Component Value Price Coupon Life Date change Term Bond due 2062 64,595,000.00 100.000 4.000% 22.213 02/17/2055 112,395.30 64,595,000.00 22.213 112,395.30 All-In Arbitrage TIC TIC Yield Par Value 64,595,000.00 64,595,000.00 64,595,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount -322,975.00 -322,975.00 - Cost of Issuance Expense -200,000.00 - Other Amounts Target Value 64,272,025.00 64,072,025.00 64,595,000.00 Target Date 12/01/2032 12/01/2032 12/01/2032 Yield 4.035175% 4.057081% 4.000000% 8 Dec 21, 2018 3:53 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Mulberry MD 18:BDEC2118-32IGR20B,32IGR20B) BOND DEBT SERVICE MULBERRY METROPOLITAN DISTRICT (Residential & Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2032 Pay & Cancel Refunding of (proposed) Series 2022 + New Money 40.000 (target) Res'l Mills + 20.000 (target) Comm'l Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01/2033 1,291,900 1,291,900 12/01/2033 1,291,900 1,291,900 2,583,800 06/01/2034 1,291,900 1,291,900 12/01/2034 110,000 4.000% 1,291,900 1,401,900 2,693,800 06/01/2035 1,289,700 1,289,700 12/01/2035 115,000 4.000% 1,289,700 1,404,700 2,694,400 06/01/2036 1,287,400 1,287,400 12/01/2036 280,000 4.000% 1,287,400 1,567,400 2,854,800 06/01/2037 1,281,800 1,281,800 12/01/2037 295,000 4.000% 1,281,800 1,576,800 2,858,600 06/01/2038 1,275,900 1,275,900 12/01/2038 475,000 4.000% 1,275,900 1,750,900 3,026,800 06/01/2039 1,266,400 1,266,400 12/01/2039 495,000 4.000% 1,266,400 1,761,400 3,027,800 06/01/2040 1,256,500 1,256,500 12/01/2040 695,000 4.000% 1,256,500 1,951,500 3,208,000 06/01/2041 1,242,600 1,242,600 12/01/2041 725,000 4.000% 1,242,600 1,967,600 3,210,200 06/01/2042 1,228,100 1,228,100 12/01/2042 945,000 4.000% 1,228,100 2,173,100 3,401,200 06/01/2043 1,209,200 1,209,200 12/01/2043 985,000 4.000% 1,209,200 2,194,200 3,403,400 06/01/2044 1,189,500 1,189,500 12/01/2044 1,230,000 4.000% 1,189,500 2,419,500 3,609,000 06/01/2045 1,164,900 1,164,900 12/01/2045 1,280,000 4.000% 1,164,900 2,444,900 3,609,800 06/01/2046 1,139,300 1,139,300 12/01/2046 1,545,000 4.000% 1,139,300 2,684,300 3,823,600 06/01/2047 1,108,400 1,108,400 12/01/2047 1,610,000 4.000% 1,108,400 2,718,400 3,826,800 06/01/2048 1,076,200 1,076,200 12/01/2048 1,900,000 4.000% 1,076,200 2,976,200 4,052,400 06/01/2049 1,038,200 1,038,200 12/01/2049 1,980,000 4.000% 1,038,200 3,018,200 4,056,400 06/01/2050 998,600 998,600 12/01/2050 2,300,000 4.000% 998,600 3,298,600 4,297,200 06/01/2051 952,600 952,600 12/01/2051 2,390,000 4.000% 952,600 3,342,600 4,295,200 06/01/2052 904,800 904,800 12/01/2052 2,745,000 4.000% 904,800 3,649,800 4,554,600 06/01/2053 849,900 849,900 12/01/2053 2,855,000 4.000% 849,900 3,704,900 4,554,800 06/01/2054 792,800 792,800 12/01/2054 3,245,000 4.000% 792,800 4,037,800 4,830,600 06/01/2055 727,900 727,900 12/01/2055 3,375,000 4.000% 727,900 4,102,900 4,830,800 06/01/2056 660,400 660,400 12/01/2056 3,800,000 4.000% 660,400 4,460,400 5,120,800 Dec 21, 2018 3:53 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Mulberry MD 18:BDEC2118-32IGR20B,32IGR20B) NET DEBT SERVICE MULBERRY METROPOLITAN DISTRICT (Residential & Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2032 Pay & Cancel Refunding of (proposed) Series 2022 + New Money 40.000 (target) Res'l Mills + 20.000 (target) Comm'l Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Period Total Capitalized Net Ending Principal Interest Debt Service Interest Fund Debt Service 12/01/2033 2,583,800 2,583,800 215,316.67 2,368,483.33 12/01/2034 110,000 2,583,800 2,693,800 2,693,800.00 12/01/2035 115,000 2,579,400 2,694,400 2,694,400.00 12/01/2036 280,000 2,574,800 2,854,800 2,854,800.00 12/01/2037 295,000 2,563,600 2,858,600 2,858,600.00 12/01/2038 475,000 2,551,800 3,026,800 3,026,800.00 12/01/2039 495,000 2,532,800 3,027,800 3,027,800.00 12/01/2040 695,000 2,513,000 3,208,000 3,208,000.00 12/01/2041 725,000 2,485,200 3,210,200 3,210,200.00 12/01/2042 945,000 2,456,200 3,401,200 3,401,200.00 12/01/2043 985,000 2,418,400 3,403,400 3,403,400.00 12/01/2044 1,230,000 2,379,000 3,609,000 3,609,000.00 12/01/2045 1,280,000 2,329,800 3,609,800 3,609,800.00 12/01/2046 1,545,000 2,278,600 3,823,600 3,823,600.00 12/01/2047 1,610,000 2,216,800 3,826,800 3,826,800.00 12/01/2048 1,900,000 2,152,400 4,052,400 4,052,400.00 12/01/2049 1,980,000 2,076,400 4,056,400 4,056,400.00 12/01/2050 2,300,000 1,997,200 4,297,200 4,297,200.00 12/01/2051 2,390,000 1,905,200 4,295,200 4,295,200.00 12/01/2052 2,745,000 1,809,600 4,554,600 4,554,600.00 12/01/2053 2,855,000 1,699,800 4,554,800 4,554,800.00 12/01/2054 3,245,000 1,585,600 4,830,600 4,830,600.00 12/01/2055 3,375,000 1,455,800 4,830,800 4,830,800.00 12/01/2056 3,800,000 1,320,800 5,120,800 5,120,800.00 12/01/2057 3,950,000 1,168,800 5,118,800 5,118,800.00 12/01/2058 4,415,000 1,010,800 5,425,800 5,425,800.00 12/01/2059 4,590,000 834,200 5,424,200 5,424,200.00 12/01/2060 5,100,000 650,600 5,750,600 5,750,600.00 12/01/2061 5,305,000 446,600 5,751,600 5,751,600.00 12/01/2062 5,860,000 234,400 6,094,400 6,094,400.00 64,595,000 57,395,200 121,990,200 215,316.67 121,774,883.33 10 Dec 21, 2018 3:53 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Mulberry MD 18:BDEC2118-32IGR20B,32IGR20B) SUMMARY OF BONDS REFUNDED MULBERRY METROPOLITAN DISTRICT (Residential & Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2032 Pay & Cancel Refunding of (proposed) Series 2022 + New Money 40.000 (target) Res'l Mills + 20.000 (target) Comm'l Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Maturity Interest Par Call Call Bond Date Rate Amount Date Price 12/21/18: (R+C) Ser 22 NR SP, 5.00%, 100x, 40.00+20.00, FG+6% BiRe: TERM52 12/01/2033 5.000% 415,000.00 12/01/2032 100.000 12/01/2034 5.000% 590,000.00 12/01/2032 100.000 12/01/2035 5.000% 620,000.00 12/01/2032 100.000 12/01/2036 5.000% 810,000.00 12/01/2032 100.000 12/01/2037 5.000% 850,000.00 12/01/2032 100.000 12/01/2038 5.000% 1,065,000.00 12/01/2032 100.000 12/01/2039 5.000% 1,120,000.00 12/01/2032 100.000 12/01/2040 5.000% 1,355,000.00 12/01/2032 100.000 12/01/2041 5.000% 1,425,000.00 12/01/2032 100.000 12/01/2042 5.000% 1,690,000.00 12/01/2032 100.000 12/01/2043 5.000% 1,775,000.00 12/01/2032 100.000 12/01/2044 5.000% 2,065,000.00 12/01/2032 100.000 12/01/2045 5.000% 2,170,000.00 12/01/2032 100.000 12/01/2046 5.000% 2,495,000.00 12/01/2032 100.000 12/01/2047 5.000% 2,620,000.00 12/01/2032 100.000 12/01/2048 5.000% 2,980,000.00 12/01/2032 100.000 12/01/2049 5.000% 3,130,000.00 12/01/2032 100.000 12/01/2050 5.000% 3,530,000.00 12/01/2032 100.000 12/01/2051 5.000% 3,705,000.00 12/01/2032 100.000 12/01/2052 5.000% 8,140,000.00 12/01/2032 100.000 42,550,000.00 11 Dec 21, 2018 3:53 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Mulberry MD 18:BDEC2118-32IGR20B,32IGR20B) ESCROW REQUIREMENTS MULBERRY METROPOLITAN DISTRICT (Residential & Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2032 Pay & Cancel Refunding of (proposed) Series 2022 + New Money 40.000 (target) Res'l Mills + 20.000 (target) Comm'l Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2032 Delivery Date 12/01/2032 12/21/18: (R+C) Ser 22 NR SP, 5.00%, 100x, 40.00+20.00, FG+6% BiRe Period Principal Ending Redeemed Total 12/01/2032 42,550,000.00 42,550,000.00 42,550,000.00 42,550,000.00 12 Dec 21, 2018 3:53 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Mulberry MD 18:BDEC2118-32IGR20B,32IGR20B) PRIOR BOND DEBT SERVICE MULBERRY METROPOLITAN DISTRICT (Residential & Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2032 Pay & Cancel Refunding of (proposed) Series 2022 + New Money 40.000 (target) Res'l Mills + 20.000 (target) Comm'l Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01/2033 1,063,750 1,063,750 12/01/2033 415,000 5.000% 1,063,750 1,478,750 2,542,500 06/01/2034 1,053,375 1,053,375 12/01/2034 590,000 5.000% 1,053,375 1,643,375 2,696,750 06/01/2035 1,038,625 1,038,625 12/01/2035 620,000 5.000% 1,038,625 1,658,625 2,697,250 06/01/2036 1,023,125 1,023,125 12/01/2036 810,000 5.000% 1,023,125 1,833,125 2,856,250 06/01/2037 1,002,875 1,002,875 12/01/2037 850,000 5.000% 1,002,875 1,852,875 2,855,750 06/01/2038 981,625 981,625 12/01/2038 1,065,000 5.000% 981,625 2,046,625 3,028,250 06/01/2039 955,000 955,000 12/01/2039 1,120,000 5.000% 955,000 2,075,000 3,030,000 06/01/2040 927,000 927,000 12/01/2040 1,355,000 5.000% 927,000 2,282,000 3,209,000 06/01/2041 893,125 893,125 12/01/2041 1,425,000 5.000% 893,125 2,318,125 3,211,250 06/01/2042 857,500 857,500 12/01/2042 1,690,000 5.000% 857,500 2,547,500 3,405,000 06/01/2043 815,250 815,250 12/01/2043 1,775,000 5.000% 815,250 2,590,250 3,405,500 06/01/2044 770,875 770,875 12/01/2044 2,065,000 5.000% 770,875 2,835,875 3,606,750 06/01/2045 719,250 719,250 12/01/2045 2,170,000 5.000% 719,250 2,889,250 3,608,500 06/01/2046 665,000 665,000 12/01/2046 2,495,000 5.000% 665,000 3,160,000 3,825,000 06/01/2047 602,625 602,625 12/01/2047 2,620,000 5.000% 602,625 3,222,625 3,825,250 06/01/2048 537,125 537,125 12/01/2048 2,980,000 5.000% 537,125 3,517,125 4,054,250 06/01/2049 462,625 462,625 12/01/2049 3,130,000 5.000% 462,625 3,592,625 4,055,250 06/01/2050 384,375 384,375 12/01/2050 3,530,000 5.000% 384,375 3,914,375 4,298,750 06/01/2051 296,125 296,125 12/01/2051 3,705,000 5.000% 296,125 4,001,125 4,297,250 06/01/2052 203,500 203,500 12/01/2052 8,140,000 5.000% 203,500 8,343,500 8,547,000 42,550,000 30,505,500 73,055,500 73,055,500 13 Dec 21, 2018 3:53 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Mulberry MD 18:BDEC2118-32IGR20B,32IGR20B) BOND SOLUTION MULBERRY METROPOLITAN DISTRICT (Residential & Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2032 Pay & Cancel Refunding of (proposed) Series 2022 + New Money 40.000 (target) Res'l Mills + 20.000 (target) Comm'l Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Period Proposed Proposed Debt Service Total Adj Revenue Unused Debt Serv Ending Principal Debt Service Adjustments Debt Service Constraints Revenues Coverage 12/01/2033 2,583,800 -215,317 2,368,483 2,545,070 176,587 107.45569% 12/01/2034 110,000 2,693,800 2,693,800 2,697,774 3,974 100.14753% 12/01/2035 115,000 2,694,400 2,694,400 2,697,774 3,374 100.12523% 12/01/2036 280,000 2,854,800 2,854,800 2,859,641 4,841 100.16956% 12/01/2037 295,000 2,858,600 2,858,600 2,859,641 1,041 100.03641% 12/01/2038 475,000 3,026,800 3,026,800 3,031,219 4,419 100.14600% 12/01/2039 495,000 3,027,800 3,027,800 3,031,219 3,419 100.11292% 12/01/2040 695,000 3,208,000 3,208,000 3,213,092 5,092 100.15874% 12/01/2041 725,000 3,210,200 3,210,200 3,213,092 2,892 100.09010% 12/01/2042 945,000 3,401,200 3,401,200 3,405,878 4,678 100.13753% 12/01/2043 985,000 3,403,400 3,403,400 3,405,878 2,478 100.07280% 12/01/2044 1,230,000 3,609,000 3,609,000 3,610,231 1,231 100.03410% 12/01/2045 1,280,000 3,609,800 3,609,800 3,610,231 431 100.01193% 12/01/2046 1,545,000 3,823,600 3,823,600 3,826,844 3,244 100.08485% 12/01/2047 1,610,000 3,826,800 3,826,800 3,826,844 44 100.00116% 12/01/2048 1,900,000 4,052,400 4,052,400 4,056,455 4,055 100.10006% 12/01/2049 1,980,000 4,056,400 4,056,400 4,056,455 55 100.00136% 12/01/2050 2,300,000 4,297,200 4,297,200 4,299,842 2,642 100.06149% 12/01/2051 2,390,000 4,295,200 4,295,200 4,299,842 4,642 100.10808% 12/01/2052 2,745,000 4,554,600 4,554,600 4,557,833 3,233 100.07098% 12/01/2053 2,855,000 4,554,800 4,554,800 4,557,833 3,033 100.06659% 12/01/2054 3,245,000 4,830,600 4,830,600 4,831,303 703 100.01455% 12/01/2055 3,375,000 4,830,800 4,830,800 4,831,303 503 100.01041% 12/01/2056 3,800,000 5,120,800 5,120,800 5,121,181 381 100.00744% 12/01/2057 3,950,000 5,118,800 5,118,800 5,121,181 2,381 100.04651% 12/01/2058 4,415,000 5,425,800 5,425,800 5,428,452 2,652 100.04887% 12/01/2059 4,590,000 5,424,200 5,424,200 5,428,452 4,252 100.07839% 12/01/2060 5,100,000 5,750,600 5,750,600 5,754,159 3,559 100.06189% 12/01/2061 5,305,000 5,751,600 5,751,600 5,754,159 2,559 100.04449% 12/01/2062 5,860,000 6,094,400 6,094,400 6,099,408 5,008 100.08218% 64,595,000 121,990,200 -215,317 121,774,883 122,032,286 257,403 14 89 DN 3423281.1 EXHIBIT I PUBLIC BENEFITS Total Project Units 1608 Environmental Sustainability GHG Reduction Total Benefit ($) Benefit per Unit Notes 1 800 kW Solar Power $1,969,400 $8,600 Total 800kW Generated - 3.5kW system on 229 Homes 1 Non-Potable Irrigation System $4,642,190 $2,887 See Cost Estimate 1 1 Pollinator Corridors $160,800 $100 Enhanced planting plans to encourage Pollinator development 1 See GHG Reduction $6,772,390 $11,587 Critical Public Infrastructure Total Benefit ($) Benefit per Unit Notes 1 Rail Crossing $500,000 $311 1 Vine & Timberline Contributions* $250,000 $155 Estimated Contribution 2 Greenfields RAB $524,453 $326 $1,274,453 $793 Smarth Growth Management Increase Density Total Benefit ($) Benefit per Unit Notes 1 Alley Load Homes $4,002,023 $6,670.04 40% of Units - 600 Units 2 Added Utility Services/Raw water Dedication^ $18,020,145 $11,207 Additional Sewer and Water Service - 825 Unit Density Bonus 1 Enhanced crossings $75,000 $47 6 Crossings Total @ $12,500 ea. 1 1 Neighborhood Parks $3,270,672 $2,034 Pocket Parks / Neighborhood Parks 2 Swimming Pool $3,000,000 $1,866 3 Commercial Center Promenade $3,000,000 $1,866 1 Project is designed as Mixed-use Difficult to Quant. $31,367,840 $23,689 Strategic Priorities Affordable Housing Total Benefit ($) Benefit per Unit Notes 1 15% Affordable housing target $15,687,750 $9,750 $65K Subsiby for 15% of Units at 80% AMI 2 Water Savings for Non-Potable Irrigation System $21,671,479 $13,477 Savings on Raw water not required to be purchased to satisfy Project 1 1 Mulberry Frontage Improvements $500,000 $311 Landscaping Improvements on Frontage 2 Monument / Gateway Signage $1,750,000 $1,088 Land (1.77 Ac @ $15/Ft.) plus Signage Cost 3 Mulberry Intersection / Median Improvements $300,000 $187 1 Catalyze cooridor Redevelopment Difficult to Quant. 2 New Employment / Sales Tax Generation Difficult to Quant. $39,909,229 $24,813 TOTAL PUBLIC BENEFITS $79,323,912 $60,881 Footnotes ^.3/AF per Unit - 825 Unit Density Bonus over LMN - $57K/AF for Water *Estimated Contribution Mixed - Use TOTAL Smarth Growth Management Mulberry Metro District Public Benefit Evaluation TOTAL Environmental Sustainability Benefit On-Ste Off-Site TOTAL Critical Public Infrastructure Benefit DISCLAIMER: The above represents Preliminary estimates designed to provide an illustravtive representation for the value of public benefit . This illustration is non-binding pending execution of a Development Agreement Non-Basic Improvements Non-Basic Improvements Non-Basic Improvements Non-Basic Improvements Water and Energy Conservation Multi-modal Transportation Enhanced Resiliency Increased Renewalable Capacity Workforce Housing HARTFORD DEVELOPMENT MULBERRY METROPOLITAN DISTRICT PUBLIC BENEFITS NARRATIVE Fort Collins, Colorado Prepared for the Fort Collins Planning Department 3.08.2019 2 THE PROJECT The Mulberry Corridor (“the Corridor”) is quickly becoming the primary gateway to Fort Collins – Old Town, new hotels, breweries, Woodward, the Poudre River Whitewater Park, Poudre Canyon access, etc. This gateway does not represent our City well. While enclaving the Corridor represents significant progress, the Corridor needs a project to set a high development standard and catalyze redevelopment. On the last remaining large greenfield development site on the Corridor, Mulberry (the Community) represents the perfect opportunity to do just that. A Metropolitan District will provide the financing mechanism to accomplish this higher standard of development and accelerate redevelopment of the Corridor. Our City is in desperate need of affordable and attainable housing. Hartford has entitled, developed and built 1,000+ homes at affordable and attainable price points in northeast Fort Collins – Dry Creek, TimberVine, Mosaic – since 2011. Hartford’s ability to maintain these price points and deliver affordable or attainable homes under the historical model is no longer possible due to rising water, land, infrastructure, labor and material costs. In order to provide this much needed housing Mulberry will use Metropolitan District funds to offsets costs of innovating on water sources and uses, community and home designs, construction techniques, and public/private partnerships, to deliver a minimum of 241 affordable, and 1,367 attainable units. Mulberry’s vision is to deliver on these critical City objectives and with Metropolitan District financing tools, will: 1) Catalyze redevelopment of the Corridor; 2) Create affordable housing units; and 3) Create attainable housing units to support the workforce. In addition to these top priorities, Metropolitan District Financing will support the City’s objectives to: 3) Employ high quality and Smart Growth practices; 4) Incorporate Environmental Sustainability through energy conservation, water conservation, and enhanced community resiliency; and 5) Develop critical on-site and off-site public infrastructure. This mixed-use community will provide a variety of opportunities for shopping, working, living, and playing, including: • A neighborhood town center located between the Corridor and the residential portions of Mulberry, with a central pedestrian-oriented market street acting as the continuation of the central north-south greenway running through the community; and including: • Approximately 20-30 acres of retail, commercial, office uses • Up to +/- 160,000 SF of retail and commercial uses, including the potential of a neighborhood-scaled grocery store up to 50,000 SF • Up to +/- 80,000 SF of office uses integrated into the market street • 1,600 or more residences to include single-family detached, single-family attached, and multi-family living options, of which a minimum of 15% will be designated as affordable; 3 1. CATALYZE THE MULBERRY CORRIDOR MULBERRY STREET FRONTAGE, INTERSECTION AND MEDIAN IMPROVEMENTS The Mulberry project would like to make improvements beyond its boundaries to help establish the appropriate standard for the Corridor redevelopment. Specifically, Mulberry will contribute to the Frontage Road, the HWY 14 Median and the Intersection of HWY 14 and Greenfields improvements. With the appropriate infrastructure and landscaping improvements, Mulberry can be a catalyst and provide an appropriate entrance to our City. Quantitative Benefit: Improvement Costs - $800,000 Qualitative Benefit: Establishing an implicit standard for redevelopment of the Corridor; catalyzing investment in and redevelopment of the Corridor. Metropolitan District Role: Design, construction and financing of all infrastructure associated with the frontage area improvements adjacent to the Mulberry community, including roadway, utility, drainage/grading, landscape, identity and signage and other related improvements along this corridor. MULBERRY COMMUNITY GATEWAY Per the East Mulberry Corridor Plan, this property is uniquely positioned to provide a gateway to Fort Collins from I-25. Two small parcels have been created between the realigned frontage road and Mulberry Road as a part of the ongoing County-led improvements, the westernmost of which is located within the prop boundaries of the proposed Mulberry community. Despite its ideal situation for a profitable convenience store or drive-thru site, Mulberry would rather see this site developed for an iconic City monument and community entry feature • This entry feature will reinforce the role of this property as a gateway to the City of Fort Collins. • This welcoming monument, were it to be supported by the City, would be constructed and maintained by the Mulberry Metropolitan Districts. Quantitative Public Benefit: Foregone Land Value - $1.25M; Entry Feature - $500,000 Qualitative Public Benefit: Establishing an iconic gateway to the Mulberry Community, as well as a Fort Collins as a whole Metropolitan District Role: Ownership of monument land, design, construction, maintenance and financing of gateway features/improvements. PUBLIC BENEFITS 4 DESIGN STANDARDS. Mulberry provides an opportunity to set a high standard of design for the redevelopment of the corridor including • Infrastructure design through new pedestrian, vehicular, and landscape improvements • Establishment of an architectural character for this portion of the city • Develop a signature mixed-use New Urbanist community which will also help catalyze investment in this area. Quantitative Public Benefit: $0 Qualitative Public Benefit: Establishing an implicit standard for redevelopment of the Corridor; catalyzing investment in and redevelopment of the Corridor. Metropolitan District Role: Infrastructure reimbursements allow for higher quality design. ECONOMIC HEALTH OUTCOMES Mulberry will provide a range of economic benefits to the Corridor, as it will • Help retain existing businesses by filling the need for an appropriate gateway to the northern portions of the city. • Create an attractive, attainable, affordable, and diverse place to live, work, and play, through innovative site planning, construction methods, and overall design • Provide employment opportunity as well as additional tax revenues to the City through retail, commercial, and office uses within the mixed-use community center • Attract a dynamic workforce with its healthy balance of natural and urban environments Quantitative Public Benefit: $0 Qualitative Public Benefit: New Employment; Sales Tax Generation Metropolitan District Role: Financing and District reimbursements make the project economically feasible, delivering high priority retail, employment and attainable housing to the Corridor. 5 A variety of opportunities and potential delivery methods exist to achieve the above guidelines, including: • Qualified Census Tract – Mulberry is located in a Qualified Census Tract, creating access to HUD financing for affordable multi-family developers and builders. If infrastructure costs can be offset by a Metropolitan District, experienced, affordable housing developers have expressed interest in the site • Opportunity Zone – Mulberry is located in an Opportunity Zone, qualifying long-term investments for new tax incentives; this further provides viability for affordable, multi-family developers • Partnership with Habitat for Humanity – Hartford Homes and the Mulberry community have been working on a partnership with Habitat for Humanity to build the affordable, for-sale residential units • Land Trust Partnership - Hartford Homes and the Mulberry community have been in early discussions with several Land Trusts • Partnership with the City of Fort Collins – Mulberry would like to explore partnership opportunities with the City - Land Bank or other similar programs • Partnership with Major Employer(s) – Mulberry is exploring co-investment programs with multiple employers to provide workforce housing • Builder/Developer Model – As Developer and Builder, Hartford Homes has the ability to fully deliver or subsidize costs, where necessary, to ensure delivery of the affordable housing units Quantitative Public Benefits: $65K per unit subsidy - $15.5M Qualitative Public Benefits: Provide for sale and for rent affordable housing and create a more integrated and diverse community. Metropolitan District Role: Lower cost of infrastructure (through District reimbursements), enabling creation of more affordable units. 2. CREATE AFFORDABLE HOUSING The financing and reimbursement options created by the Metropolitan Districts will offset infrastructure costs during development and enable the Mulberry project to deliver a minimum of 241 residential units, or 15% of the total project, at 80% AMI or lower. These units will be delivered under the following guidelines: • For Sale: A minimum of 40 units (2.5%) will be for sale • For Rent: Approximately 200 units (12.5%) are anticipated to be for rent • Integrated / Dispersed Site: Approximately 40 units will be built as ‘dispersed site’ units, integrating market rate units and affordable housing units within the neighborhood. It is anticipated that affordable units will be the same units as market-rate units and will be integrated along a block or product type within the community. • Enforceability: Prior to or concurrent with preparation of the Development Agreement, Mulberry will create legally enforceable guarantees for affordable housing commitments. Potential options include a contract with the City for Land Bank, deed restriction, and reservation of acreage. 6 3. CREATE ATTAINABLE HOUSING In addition to the aforementioned methods to provide and ensure affordable homes within the proposed Mulberry community, the Mulberry Metropolitan Districts will allow for the use of innovative land planning and construction strategies, lowering the overall cost of housing and providing for a wide range of market-rate attainable housing options. RESIDENTIAL NEIGHBORHOOD DESIGN Consistent with New Urbanist principles, the single-family attached and detached homes at Mulberry are envisioned to have predominately alley-accessed garages, with less private yard space, but direct access to open spaces, pedestrian corridors and public streets. This and related design features are a critical component to developing smaller, more attainably priced homes, including: • Decreasing the amount of land required per home allows the home to be sold for a lower market price. (land accounts for approximately 25% of the cost of new construction) • Mulberry anticipates a density of 8.8 units per acre versus LMN code standard of 4 units per acre. (an increase of about 825 units) further diluting the overall cost of land for development. • Locating the garage in the rear of the home, allows for the overall lot to be narrower • Open spaces will be integrated throughout the neighborhood, with construction and maintenance provided by the Mulberry Metropolitan Districts, rather than by private homeowners. While alleys help facilitate denser and more urban patterns of development, they also lead to somewhat higher construction costs. The additional paving that is required for alley-based community design is typically passed on to the homebuyer, through an increase in the sale price of the home. The Metropolitan District can be used to offset this increase instead of passing it directly to homebuyers, creating an overall more attainable neighborhood at Mulberry. Quantitative Public Benefit: Alley Construction Costs - $4M; Additional Utilities - $18M Qualitative Public Benefit: More attainably priced homes for Fort Collins households, increased space for community interaction. Metropolitan District Role: Lower the direct cost of infrastructure for homebuyers; Design, construction, and maintenance of alleys and common open spaces. HOME DESIGN & CONSTRUCTION Home design and construction will play a key role in keeping construction costs lower and home prices attainable. Key methods employed will include: • Constructing some homes with a slab foundation, as opposed to a full basement • Utilizing detached, condominiumized garages • Utilizing ready-frame construction • Building homes in 4’ increments only • Reducing the number of corners in some home types • Avoiding the use of steel • Developing fully sprinkled homes with 2’ side setbacks • Including roof top outdoor spaces and/or 3-stories, and other strategies, as appropriate 7 4. EMPLOY HIGH QUALITY AND SMART GROWTH PRACTICES In planning the Mulberry community, special effort has been made to ensure that the community will not only meet, but exceed City standards, integrating best practices in planning and design to create a high quality, environmentally sustainable community. As a New Urbanist community employing Traditional Neighborhood Development principles, Mulberry proposes a greenway system that will not only integrate nature into the City but will activate it through numerous connections to pocket parks, green courts, and front doors. Features include: • A pedestrian-friendly mixed-use neighborhood center that will function as the central node on the south end of the community • A central pedestrian-oriented greenway spine proposed to run north-south through the center of the neighborhood, flanked by a variety of housing types • Pocket parks adjacent to the spine providing central access to open space facilities and activation on the main corridor • A secondary bicycle path on the west side of Greenfields Court to provide a more direct route for cyclists, which will also allow the central spine to be more focused on local pedestrian traffic • A neighborhood pool on the east side of Greenfields Drive, within a +/- 5-minute walk from all residential areas within Mulberry • An enhanced east-west greenway to connect from the railroad crossing to Cooper Slough Quantitative Benefit: Neighborhood Parks - $3.3M, Swimming Pool - $3M, Commercial Center Promenade - $3M, Enhanced crossings - $75K Qualitative Public Benefit: Increased walkability / connectivity, creating a better sense of community and place in key gathering areas. Embracing Nature in the City. Metropolitan District Role: Design, financing, construction and maintenance of parks, commercial center promenade, trail system and other related improvements. NON-POTABLE IRRIGATION SYSTEM Mulberry will provide for the construction and maintenance of a non-potable water system for community-wide landscaping and landscaping on individual lots. The proposed non-potable water system for Mulberry will lead to a 45% reduction in potable water demand. Utilizing the onsite wells for irrigation reduces overall water dedication requirements, reducing project costs and home costs. Simultaneously, the non-potable system will reduce the monthly costs of homeownership. Quantitative Benefit: Raw Water reduction - $22M, reduction in monthly water bills Qualitative Public Benefit: Less demand on water treatment system; lower initial cost for homes; lower on- going water costs than City system. Metropolitan District Role: Design, financing, construction, operation, and maintenance of the non-potable system. 8 5. INCORPORATE ENVIRONMENTAL SUSTAINABILITY THROUGH ENERGY CONSERVATION, WATER CONSERVATION, AND ENHANCED COMMUNITY RESILIENCY Fort Collins Sustainability Goals are promoted throughout the community with environmentally friendly design. WATER CONSERVATION An irrigation system, designed congruently with a water conserving landscape design, is not a requirement of the City; however, to achieve a water conserving landscape both the overall planting plan and irrigation system will be designed congruently. Once this is designed and installed, true water savings is primarily achieved through the proper operation of a strategically designed community wide irrigation system. • Xeric landscaping and use of non-potable irrigation will conserve water • Plants with similar water needs will be grouped together and a properly designed irrigation system will correspond with this planting plan. • The vision for the landscape character includes water- wise landscaping throughout, which can reduce further demand for irrigation water by about 20% compared to conventional landscaping. • Utilizing onsite wells reduces need for excess water rights to be pulled from agricultural (“Buy and Dry”) thereby preserving more water in its current state/use. • Yard areas on some residential lots will be minimized to reduce the amount of traditionally irrigated area. Quantitative Public Benefits: Non-potable System Cost - $4.6M Qualitative Public Benefits: Xeric, Waterwise Landscaping; preservation of agricultural water rights Role of Metropolitan District: Design, financing, construction and maintenance of common areas where water conserving landscape improvements occur. Holistic design, construction and maintenance of overall infrastructure improvements and non-potable system. ENERGY CONSERVATION A commitment to 800 kW of solar capacity generated within and distributed throughout Mulberry will further promote resource conservation and renewable energy use. Quantitative Public Benefits: Solar - $2M Qualitative Public Benefits: Addresses City’s goals to achieve carbon neutrality by 2050, with 2% from local installed distribution generation. Metropolitan District Role: Enforce delivery of system. ENHANCED RESILIENCY Cooper Slough Improvements, Lake Canal Improvements, Community Resiliency through Flood Plain Reduction, Pollinator Corridors • Improvements to the Cooper Slough will reduce runoff and lower peak flows through upstream planting and mitigation. • Improvements to Lake Canal will help to bring it out of the current flood plain. This will reduce financial, health and safety risks for the future while supporting development of the commercial portion of the project. • Landscape architecture will be designed to support the flight distances and migration patterns of applicable 9 6. DEVELOP CRITICAL ON-SITE AND OFF- SITE PUBLIC INFRASTRUCTURE. DEVELOPING CRITICAL PUBLIC INFRASTRUCTURE To develop the proposed new community, significant infrastructure elements are required, including the extension of Greenfields Court from Mulberry Street north to Vine Drive. This roadway extension is described in the East Mulberry Corridor Plan and is a critical component of the City’s Master Streets Plan, and it will: • Provide a critical connection to the Mulberry and I-25 interchange for residents and businesses in northern Fort Collins. • Relieve pressure on failing or nearly failing intersections (Timberline & Vine and Lemay & Vine). • Require a railroad crossing for an existing railroad right-of- way that currently serves industrial tenants along I-25, to the east of the site. Quantitative Benefit: Rail Crossing - $500,000, Vine & Timberline Contribution - $250,000, Greenfields RAB - $524,453 Qualitative Public Benefit: Better means for transportation for Fort Collins residents, improved accessibility to surrounding area. Metropolitan District Role: Design, construction and maintenance of significant roadway infrastructure associated with the Mulberry community. 100 DN 3423281.1 EXHIBIT J DISCLOSURE NOTICE ªª NOTICE OF INCLUSION IN A RESIDENTIAL METROPOLITAN DISTRICT AND POSSIBLE PROPERTY TAX CONSEQUENCES Legal description of the property and address: (Insert legal description and property address). This property is located in the following metropolitan district: (Insert District Name). In addition to standard property taxes identified on the next page, this property is subject to a metropolitan district mill levy (another property tax) of up to: (Insert mill levy maximum). Based on the property’s inclusion in the metropolitan district, an average home sales price of $300,000 could result in ADDITIONAL annual property taxes up to: (Insert amount). The next page provides examples of estimated total annual property taxes that could be due on this property, first if located outside the metropolitan district and next if located within the metropolitan district. Note: property that is not within a metropolitan district would not pay the ADDITIONAL amount. The metropolitan district board can be reached as follows: (Insert contact information). You may wish to consult with: (1) the Larimer County Assessor’s Office, to determine the specific amount of metropolitan district taxes currently due on this property; and (2) the metropolitan district board, to determine the highest possible amount of metropolitan district property taxes that could be assessed on this property. ESTIMATE OF PROPERTY TAXES Annual Tax Levied on Residential Property With $300,000 Actual Value Without the District Taxing Entity Mill Levies (2017**) Annual tax levied Insert entity Insert amount $ Insert amount Larimer County Insert amount $ Insert amount City of Fort Collins Insert amount $ Insert amount Insert entity Insert amount $ Insert amount Insert entity Insert amount $ Insert amount Insert entity Insert amount $ Insert amount TOTAL: Insert total $ Insert amount Annual Tax Levied on Residential Property With $300,000 Actual Value With the District (Assuming Maximum District Mill Levy) Taxing Entity Mill Levies (2017**) Annual tax levied Insert District Name Insert amount $ Insert amount Insert entity Insert amount $ Insert amount Larimer County Insert amount $ Insert amount City of Fort Collins Insert amount $ Insert amount Insert entity Insert amount $ Insert amount Insert entity Insert amount $ Insert amount Insert entity Insert amount $ Insert amount TOTAL: Insert total $ Insert total **This estimate of mill levies is based upon mill levies certified by the Larimer County Assessor’s Office in December 20__ for collection in 20__, and is intended only to provide approximations of the total overlapping mill levies within the District. The stated mill levies are subject to change and you should contact the Larimer County Assessor’s Office to obtain accurate and current information. FINANCIAL HEALTH OF METROPOLITAN DISTRICT Financial information for (Insert District Name Here) as of (Insert Date of Last Annual Report Here): Notes Amount Total Assessed Value Insert Notes Insert Amount Current Mill Levy & Annual Revenue Insert Mill Insert Amount Current Debt Mill Levy & Annual Revenue Insert Mill Insert Amount Outstanding Debt Insert Term Insert Amount Anticipated Payoff Year Insert Notes Insert Amount Additional information regarding (Insert District Name Here) financial health and formation can be found at the City of Fort Collins website, available at: fcgov.com. In addition, the Colorado Department of Local Affairs may have the following materials available: Audited Financial Statements Annual Budget Annual Report on the Service Plan Certification of Election Results Certification of Tax Levies Notice of Authorization of General Obligation Debt Notice of Issuance of General Obligation Debt Transparency – Notice to Electors Available at: https://dola.colorado.gov/lgis/lgFinances.jsf Or Division of Local Government 1313 Sherman Street, Room 521 Denver, Colorado 80203 (303) 864-7720 Fax: (303) 864-0751 OR Contact the District at: _________Metropolitan District ______ _________[Address]________________ _________[Address]________________ _________[Phone]__________________ _________[Fax]____________________ _________[Email]___________________ 17 117 DN 3520023.1 EXHIBIT K INTERGOVERNMENTAL AGREEMENT WITH CITY INTERGOVERNMENTAL AGREEMENT THIS INTERGOVERNMENTAL AGREEMENT (this “Agreement”) is made and entered into by and between the City of Fort Collins, Colorado, a Colorado home rule municipality (the “City”), and Mulberry Metropolitan District Nos. 1-6, quasi-municipal corporations and political subdivisions of the State of Colorado (collectively, the “Districts”). The City and the Districts shall be collectively referred to as the “Parties.” RECITALS WHEREAS, the Districts were organized to provide those services and to exercise powers as are more specifically set forth in the Districts’ Service Plan dated ___________________, 2019, which may be amended from time to time as set forth therein (the “Service Plan”); and WHEREAS, the Service Plan requires the execution of an intergovernmental agreement between the City and the Districts to provide the City with contract remedies to enforce the requirements and limitations imposed on the Districts in the Service Plan; and WHEREAS, the City and the Districts have determined it to be in their best interests to enter into this Agreement as provided in the Service Plan. NOW, THEREFORE, for and in consideration of the covenants and mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: COVENANTS AND AGREEMENTS 1. Incorporation by Reference. The Service Plan is hereby incorporated in this Agreement by this reference. The Districts agree to comply with all provisions of the Service Plan, as it may be amended from time to time in accordance with the provisions thereof, and the provisions of Article 1 of Title 31 of the Colorado Revised Statutes (the "Special District Act"). Capitalized terms used herein not otherwise defined in this Agreement shall have the meanings, respectfully, specified in the Service Plan. 2. City Prior Approvals. The Districts shall obtain any prior City, City Manager or City Council approvals as required in the Service Plan before undertaking any action requiring such approval. 3. Enforcement. The Parties agree that this Agreement may be enforced at law or in equity, including actions seeking specific performance, mandamus, prohibitory or mandatory injunctive relief, or other appropriate relief. The Parties also agree that this Agreement may be enforced pursuant to C. R. S. Section 32-1-207 and other provisions of the Special District Act granting rights to municipalities or counties approving a service plan of a special district. 4. Amendment. This Agreement may be amended, modified, changed, or terminated in whole or in part only by a written agreement duly authorized and executed by the Parties hereto. 5. Governing Law; Venue. This Agreement shall be governed by and construed under the applicable laws of the State of Colorado. Venue for any judicial action to interpret or enforce this Agreement shall be in Larimer County District Court of the Eighth Judicial District for the State of Colorado. 6. Beneficiaries. Except as otherwise stated herein, this Agreement is intended to only describe the rights and responsibilities of and between the named Parties and is not intended to and shall not be deemed to confer any rights upon any other persons or entities not named as parties in this Agreement. 7. Effect of Invalidity. If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction as to any or all the Parties, such portion shall be deemed severable and its invalidity or its unenforceability shall not cause the entire Agreement to be terminated. 8. Assignability. Neither the City nor the Districts shall assign their rights or delegate their duties hereunder without the prior written consent of the other Parties. Any assignment of rights or delegation of duties without such prior written consent shall be deemed null and void and of no effect. Notwithstanding the foregoing, the City and the Districts may enter into contracts or other agreements with third parties to perform any of their respective duties required under this Agreement. 9. Successors and Assigns. This Agreement and the rights and obligations created hereby shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. MULBERRY METROPOLITAN DISTRICT NO. 1 By: ______________________________ President ATTEST: ________________________ Secretary MULBERRY METROPOLITAN DISTRICT NO. 2 By: ______________________________ President ATTEST: ________________________ Secretary MULBERRY METROPOLITAN DISTRICT NO. 3 By: ______________________________ President ATTEST: ________________________ Secretary MULBERRY METROPOLITAN DISTRICT NO. 4 By: ______________________________ President ATTEST: ________________________ Secretary MULBERRY METROPOLITAN DISTRICT NO. 5 By: ______________________________ President ATTEST: ________________________ Secretary MULBERRY METROPOLITAN DISTRICT NO. 6 By: ______________________________ President ATTEST: ________________________ Secretary CITY OF FORT COLLINS, COLORADO By: _______________________________ Mayor ATTEST: By: _______________________ City Clerk EXHIBIT B EXHIBIT C pollinators and will increase the biodiversity of the area. Quantitative Benefit: Pollinator Corridors - $160,000 Qualitative Public Benefit: Design and engineering of the full master planned community of Mulberry will achieve an integrated and complete solution for these improvements, likely beyond minimum standards. Metropolitan District Role: Design, construction and maintenance of Cooper Slough, Lake Canal and other associated common open space area improvements. Quantitative Public Benefit: $0 Qualitative Public Benefit: More attainably priced homes for Fort Collins households; greater sustainability achieved through reduced overall consumption per home. Metropolitan District Role: Density increase allows potential for construction methods outlined above. • Significant open space, including a range of features from amenitized parks to preservation of high-value natural areas; and • An extensive trail corridor and pedestrian network, providing both internal community connectivity and walkability, as well as links to the surrounding Fort Collins community. Infill & Redevelopment Economic Health TOTAL Strategic Priorities Benefit Walkability & Pedestrian Infrastructure Availability of Transit Public Space 06/01/2057 584,400 584,400 12/01/2057 3,950,000 4.000% 584,400 4,534,400 5,118,800 06/01/2058 505,400 505,400 12/01/2058 4,415,000 4.000% 505,400 4,920,400 5,425,800 06/01/2059 417,100 417,100 12/01/2059 4,590,000 4.000% 417,100 5,007,100 5,424,200 06/01/2060 325,300 325,300 12/01/2060 5,100,000 4.000% 325,300 5,425,300 5,750,600 06/01/2061 223,300 223,300 12/01/2061 5,305,000 4.000% 223,300 5,528,300 5,751,600 06/01/2062 117,200 117,200 12/01/2062 5,860,000 4.000% 117,200 5,977,200 6,094,400 64,595,000 57,395,200 121,990,200 121,990,200 9 Draft: For discussion purposes only. 5 12/21/2018 B MMD Fin Plan 18 R AV Summary Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 3 $0 n/a n/a n/a 0.0% 0.0% 0 n/a n/a n/a 0.0% 0.0% 0 n/a n/a n/a 0.0% 0.0% 0 n/a n/a n/a 0.0% 0.0% 0 n/a 1318% 35% 0.0% 0.0% 168,581 $0 $0 168,581 0 168,581 357% 20% 0.0% 0.0% 506,824 0 0 506,824 0 675,404 264% 16% 0.0% 0.0% 684,102 0 0 684,102 0 1,359,506 211% 13% 0.0% 0.0% 855,864 544,250 544,250 311,614 0 1,671,120 152% 8% 157.3% 157.3% 1,178,247 2,177,000 2,177,000 (998,753) 0 672,367 93% 7% 54.1% 54.1% 1,751,151 2,177,000 2,177,000 (425,849) 0 246,519 67% 6% 80.4% 80.4% 2,220,066 2,217,000 2,217,000 3,066 0 249,584 66% 6% 100.1% 100.1% 2,265,103 2,260,000 2,260,000 5,103 0 254,688 62% 6% 100.2% 100.2% 2,401,009 2,400,750 2,400,750 259 0 254,947 61% 6% 100.0% 100.0% 2,401,009 2,399,250 2,399,250 1,759 0 256,706 58% 6% 100.1% 100.1% 2,545,070 2,542,250 $0 2,542,250 $255,000 (252,180) 0 4,526 87% 8% 100.1% 100.1% 2,545,070 [Ref'd by Ser. '32] 2,368,483 2,368,483 176,587 0 181,113 82% 8% 107.5% 107.5% 2,697,774 2,693,800 2,693,800 3,974 0 185,087 82% 8% 100.1% 100.1% 2,697,774 2,694,400 2,694,400 3,374 0 188,462 77% 8% 100.1% 100.1% 2,859,641 2,854,800 2,854,800 4,841 0 193,302 77% 7% 100.2% 100.2% 2,859,641 2,858,600 2,858,600 1,041 0 194,343 72% 7% 100.0% 100.0% 3,031,219 3,026,800 3,026,800 4,419 0 198,762 71% 7% 100.1% 100.1% 3,031,219 3,027,800 3,027,800 3,419 0 202,181 67% 7% 100.1% 100.1% 3,213,092 3,208,000 3,208,000 5,092 0 207,274 66% 6% 100.2% 100.2% 3,213,092 3,210,200 3,210,200 2,892 0 210,166 62% 6% 100.1% 100.1% 3,405,878 3,401,200 3,401,200 4,678 0 214,844 61% 6% 100.1% 100.1% 3,405,878 3,403,400 3,403,400 2,478 0 217,322 56% 6% 100.1% 100.1% 3,610,231 3,609,000 3,609,000 1,231 0 218,552 55% 5% 100.0% 100.0% 3,610,231 3,609,800 3,609,800 431 0 218,983 51% 5% 100.0% 100.0% 3,826,844 3,823,600 3,823,600 3,244 0 222,227 49% 5% 100.1% 100.1% 3,826,844 3,826,800 3,826,800 44 0 222,271 45% 4% 100.0% 100.0% 4,056,455 4,052,400 4,052,400 4,055 0 226,326 44% 4% 100.1% 100.1% 4,056,455 4,056,400 4,056,400 55 0 226,381 40% 4% 100.0% 100.0% 4,299,842 4,297,200 4,297,200 2,642 0 229,024 38% 4% 100.1% 100.1% 4,299,842 4,295,200 4,295,200 4,642 0 233,666 34% 3% 100.1% 100.1% 4,557,833 4,554,600 4,554,600 3,233 0 236,899 32% 3% 100.1% 100.1% 4,557,833 4,554,800 4,554,800 3,033 0 239,932 28% 3% 100.1% 100.1% 4,831,303 4,830,600 4,830,600 703 0 240,634 26% 2% 100.0% 100.0% 4,831,303 4,830,800 4,830,800 503 0 241,137 22% 2% 100.0% 100.0% 5,121,181 5,120,800 5,120,800 381 0 241,518 19% 2% 100.0% 100.0% 5,121,181 5,118,800 5,118,800 2,381 0 243,899 16% 2% 100.0% 100.0% 5,428,452 5,425,800 5,425,800 2,652 0 246,551 13% 1% 100.0% 100.0% 5,428,452 5,424,200 5,424,200 4,252 0 250,803 10% 1% 100.1% 100.1% 5,754,159 5,750,600 5,750,600 3,559 0 254,362 7% 1% 100.1% 100.1% 5,754,159 5,751,600 5,751,600 2,559 0 256,921 3% 0% 100.0% 100.0% 6,099,408 6,094,400 6,094,400 5,008 261,929 0 n/a n/a 100.1% 100.1% _________ _________ _________ _________ _________ _________ _________ 139,009,312 16,717,500 121,774,883 138,492,383 255,000 261,929 261,929 [ BDec2118 22nrspB ] [ BDec2118 32igr21B ] [*] Estimated balance (tbd) 12/21/2018 B MMD Fin Plan 18 NR SP FP+2032 IG Refg Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 2 1 Storm 72" RCP FES Each $ 4,000.00 1 $ 4,000 $ 2 Storm 6' DIA Storm Manhole Each $ 4,573.33 97 $ 443,613 $ 276 Storm 7' DIA Storm Manhole Each $ 9,600.00 42 $ 403,200 $ 251 Storm 8' DIA Storm Manhole Each $ 10,500.00 17 $ 178,500 $ 111 Storm 5' Type R Inlet Each $ 5,265.00 54 $ 286,581 $ 178 Storm 10' Type R Inlet Each $ 7,920.00 66 $ 522,144 $ 325 Storm 15' Type R Inlet Each $ 10,600.00 4 $ 38,824 $ 24 Storm Type C Inlet Each $ 3,340.00 18 $ 60,600 $ 38 Storm Outlet Structure Each $ 10,800.00 5 $ 54,000 $ 34 Storm Offsite Box Culvert Liner Feet $ 500.00 142 $ 70,865 $ 44 Storm Storm Subtotal $ 6,087,601 $ 3,786 Concrete Fine Grade Curb And Gutter Linear Feet $ 2.10 79,847 $ 167,678 $ 104 Concrete Fine Grade Concrete Sidewalks and Trails Square Feet $ 0.68 530,476 $ 358,071 $ 223 Concrete Subgrade Prep Square Yard $ 1.30 81,121 $ 105,458 $ 66 Concrete Roadbase for underneath Curb and Gutter and Flatwork Ton $ 22.60 18,773 $ 424,269 $ 264 Concrete 6" Depth Concrete Trail Square Feet $ 5.00 160,265 $ 801,326 $ 498 Concrete 6" Depth Detached Sidewalk Square Feet $ 5.50 370,211 $ 2,036,161 $ 1,266 Concrete Curb And Gutter Linear Feet $ 21.50 79,847 $ 1,716,704 $ 1,068 Concrete Handicap Ramps Each $ 1,622.50 295 $ 479,105 $ 298 Concrete Flyash Mobilization Each $ 3,510.00 5 $ 17,550 $ 11 Concrete Flyash Treated Subgrade 12", 12% Square Yard $ 9.85 81,121 $ 799,046 $ 497 Concrete Concrete Subtotal $ 6,905,368 $ 4,294 Asphalt Mobilization - Streets Each $ 6,210.00 6 $ 37,260 $ 23 Asphalt Subgrade Prep Square Yard $ 1.30 218,055 $ 283,472 $ 176 Asphalt Alley - 4" Asphalt / 6" Class 5 Agg Base Square Yard $ 28.50 $ - $ - 61,712 $ 1,758,792 $ 1,094 Asphalt Alley - 5.5" Asphalt / 8" Class 5 Agg Base Square Yard $ 36.35 $ - $ - 61,712 $ 2,243,231 $ 1,395 Asphalt Local Street - 5" Asphalt / 7" Class 5 Agg Base Square Yard $ 30.80 102,826 $ 3,167,044 $ 1,970 Asphalt Local Street - 5.5" Asphalt / 8" Class 5 Agg Base Square Yard $ 36.35 102,826 $ 3,737,729 $ 2,324 Asphalt Collector Street - 6" Asphalt / 8" Class 5 Agg Base Square Yard $ 37.50 53,517 $ 2,006,885 $ 1,248 Asphalt Collector Street - 6.5" Asphalt / 10" Class 5 Agg Base Square Yard $ 41.65 53,517 $ 2,228,981 $ 1,386 Asphalt Flyash Mobilization Each $ 3,510.00 5 $ 17,550 $ 11 Asphalt Flyash Treated Subgrade 12", 12% Square Yard $ 9.85 218,055 $ 2,147,842 $ 1,336 Asphalt Signing Acre of Total Dev. $ 925.63 229 $ 212,370 $ 132 Asphalt Pavement Marking Acre of Total Dev. $ 362.99 229 $ 83,282 $ 52 Total Project Basic Public Improvements Non-Basic Public Improvements Springer-Fisher-Whitham Metro District Cost Estimate NORTH LINE OF THE WEST HALF, SOUTHWEST QUARTER OF SECTION 9 N89°12'17"W 1326.07' SOUTH LINE OF THE WEST HALF, SOUTHWEST QUARTER OF SECTION 9 S0°17'21"W 1323.69' WEST LINE OF THE WEST HALF, SOUTHWEST QUARTER OF SECTION 9 DISTRICT NO. 6 1,440,733 SQ. FT. 33.075 ACRES EAST RIDGE SECOND FILING REC. NO. 20160047573 S0°13'30"W 2641.35' POINT OF BEGINNING N88°55'57"W 1323.41' S0°13'30"W 1311.25' S00°13'30"W 1330.10' N89°12'17"W 631.24' N13°44'09"W 250.02' N15°22'09"W 112.04' N57°53'09"W 181.02' N49°41'09"W 146.77' N43°21'09"W 362.79' N60°03'09"W 100.57' N00°17'21"E 477.22' S89°41'37"E 195.27' C5 N71°12'13"E 250.44' C6 C8 S89°43'01"E 238.69' S89°41'37"E 41.75' C7 S67°53'32"E 207.56' S0°09'57"W 2634.32' EAST LINE OF THE NORTHWEST QUARTER OF SECTION 9 BASIS OF BEARINGS CURVE TABLE CURVE C5 C6 C7 C8 RADIUS 327.50 272.50 272.50 327.50 LENGTH 109.19 90.85 103.69 124.88 DELTA 19°06'10" 19°06'10" 21°48'05" 21°50'53" BEARING N80°45'18"E N80°45'18"E S78°47'34"E S78°48'58"E CHORD 108.69 90.43 103.06 124.13 SPRINGER-FISHER-WHITHAM - HARTFORD HOMES, LLC - METRO DISRICTS HFH000008.01 AN FK 01/08/19 Checked By: Project No: Drawn By: Date: 5265 Ronald Reagan Blvd., Suite 210 Johnstown, CO 80534 970.800.3300 G•allowayUS.com SECTION CORNER METRO DISTRICT BOUNDARY SECTION LINE LEGEND ADJACENT LOT LINE EXHIBIT B DISTRICT NO. 6 S41°01'15"E 1309.06' SOUTH RIGHT OF WAY LINE GREAT WESTERN RAILROAD SPRINGER-FISHER-WHITHAM - HARTFORD HOMES, LLC - METRO DISRICTS HFH000008.01 AN FK 01/08/19 Checked By: Project No: Drawn By: Date: 5265 Ronald Reagan Blvd., Suite 210 Johnstown, CO 80534 970.800.3300 G•allowayUS.com EXHIBIT B DISTRICT NO. 5 SECTION CORNER METRO DISTRICT BOUNDARY SECTION LINE LEGEND ADJACENT LOT LINE NORTH LINE OF THE WEST HALF, SOUTHWEST QUARTER OF SECTION 9 N89°12'17"W 1326.07' SOUTH LINE OF THE WEST HALF, SOUTHWEST QUARTER OF SECTION 9 S0°17'21"W 1323.69' WEST LINE OF THE WEST HALF, SOUTHWEST QUARTER OF SECTION 9 DISTRICT NO. 4 1,819,728 SQ. FT. 41.775 ACRES EAST RIDGE SECOND FILING REC. NO. 20160047573 S0°13'30"W 2641.35' N88°55'57"W 1257.90' S00°13'30"W 1311.25' N89°43'01"W 238.69' C1 N67°53'32"W 207.56' C2 N89°41'37"W 41.75' C3 S71°12'13"W 250.44' C4 N89°41'37"W 195.27' N00°17'04"E 1323.84' N00°17'47"E 55.99' S88°50'11"E 38.08' N00°17'47"E 38.08' S88°56'09"E 1350.59' POINT OF BEGINNING S0°09'57"W 2634.32' EAST LINE OF THE NORTHWEST QUARTER OF SECTION 9 BASIS OF BEARINGS N88°55'57"W 65.51' S00°13'30"W 94.01' CURVE TABLE CURVE C1 C2 C3 C4 RADIUS 327.50 272.50 272.50 327.50 LENGTH 124.88 103.69 90.85 109.19 DELTA 21°50'53" 21°48'05" 19°06'10" 19°06'10" BEARING N78°48'58"W N78°47'34"W S80°45'18"W S80°45'18"W CHORD 124.13 103.06 90.43 108.69 SPRINGER-FISHER-WHITHAM - HARTFORD HOMES, LLC - METRO DISRICTS HFH000008.01 AN FK 01/08/19 Checked By: Project No: Drawn By: Date: 5265 Ronald Reagan Blvd., Suite 210 Johnstown, CO 80534 970.800.3300 G•allowayUS.com EXHIBIT B DISTRICT NO. 4 SECTION CORNER METRO DISTRICT BOUNDARY SECTION LINE LEGEND ADJACENT LOT LINE N0°17'47"E 2647.90' WEST LINE OF THE NORTHWEST QUARTER OF SECTION 9 Δ=47°31'20" R=692.09' L=574.03' CB=S63°57'51"E C=557.72' S41°01'15"E 1566.60' SOUTH RIGHT OF WAY LINE GREAT WESTERN RAILROAD SPRINGER-FISHER-WHITHAM - HARTFORD HOMES, LLC - METRO DISRICTS HFH000008.01 AN FK 01/08/19 Checked By: Project No: Drawn By: Date: 5265 Ronald Reagan Blvd., Suite 210 Johnstown, CO 80534 970.800.3300 G•allowayUS.com EXHIBIT B DISTRICT NO. 3 SECTION CORNER METRO DISTRICT BOUNDARY SECTION LINE LEGEND ADJACENT LOT LINE OF SECTION 9 NORTH RIGHT OF WAY LINE GREAT WESTERN RAILROAD SPRINGER-FISHER-WHITHAM - HARTFORD HOMES, LLC - METRO DISRICTS HFH000008.01 AN FK 01/08/19 Checked By: Project No: Drawn By: Date: 5265 Ronald Reagan Blvd., Suite 210 Johnstown, CO 80534 970.800.3300 G•allowayUS.com EXHIBIT B DISTRICT NO. 2 SECTION CORNER METRO DISTRICT BOUNDARY SECTION LINE LEGEND ADJACENT LOT LINE N41°01'15"W 356.86' NORTH RIGHT OF WAY LINE GREAT WESTERN RAILROAD SPRINGER-FISHER-WHITHAM - HARTFORD HOMES, LLC - METRO DISRICTS HFH000008.01 AN FK 01/08/19 Checked By: Project No: Drawn By: Date: 5265 Ronald Reagan Blvd., Suite 210 Johnstown, CO 80534 970.800.3300 G•allowayUS.com EXHIBIT B DISTRICT NO. 1 SECTION CORNER METRO DISTRICT BOUNDARY SECTION LINE LEGEND ADJACENT LOT LINE 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 Implied Catpure Rate Source: DA Davidson; Economic & Planning Systems Key Alignment: 3.3 Enhance business engagement to address existing and emerging business needs ATTACHMENT 4 center promenade Increase Renewable Capacity See GHG reduction Mixed-Use Project is designed as mixed-use Off-Site Vine & Timberline contributions ; Greenfields RAB Economic Health Catalyze corridor redevelopment; New employment / Sales tax generation Environmental Sustainability Critical Public Infrastructure Smart Growth Management Strategic Priorities On-Site Rail Crossing ATTACHMENT 3