Loading...
HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 03/06/2018 - ITEMS RELATING TO FUNDING IMPROVEMENTS TO THE I-25Agenda Item 14 Item # 14 Page 1 AGENDA ITEM SUMMARY March 6, 2018 City Council STAFF Josh Birks, Economic Health Director Mark Jackson, PDT Deputy Director Mike Beckstead, Chief Financial Officer John Duval, Legal SUBJECT Items Relating to Funding Improvements to the I-25/Prospect Interchange. EXECUTIVE SUMMARY A. Resolution 2018-024 Approving and Authorizing the Execution of a Binding Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange and the Related Capital Pledge Agreement. B. Resolution 2018-025 Approving the Service Plan for the I-25/Prospect Interchange Metropolitan District. C. Resolution 2018-026 Approving the Consolidated Service Plan for the SW Prospect I-25 Metropolitan District Nos. 1-7. D. Resolution 2018-027 Approving the Consolidated Service Plan for the Gateway at Prospect Metropolitan District Nos. 1-7. E. Resolution 2018-028 Approving the Consolidated Service Plan for the Rudolph Farms Metropolitan District Nos. 1-6. The purpose of this item is to consider several actions related to the financing of the Prospect/I-25 Interchange financing and partnership. City staff is working with Colorado Department of Transportation (CDOT), Town of Timnath, and property owners/developers adjacent to the interchange of Interstate 25 (I-25) and Prospect Road to develop a funding partnership allowing CDOT to improve the interchange. This interchange is a key gateway entrance into Fort Collins and the Town of Timnath. It connects to a primary arterial route into and out of the communities. Improving the interchange will help alleviate congestion and improve safety. The I- 25/Prospect interchange is old and aging infrastructure not designed to handle the urban level of traffic currently experienced. There are significant financial benefits to partnering on the interchange for all parties involved. CDOT agrees to pay for $12 million (half of the base cost) of the interchange. Timnath, Fort Collins and private interests will pay the balance of $19 million. City of Fort Collins’ share of the $19 million is approximately $8.1 million. Total cost of the improved interchange is estimated at $31 million. There is a potential savings of $7 million in improvement costs if the project can be included in the efficiencies of the overall I-25 corridor project. The actions presented as part of this item implement the partnership between the City and the property owners specifically through an overlay metro district as well as metro districts for the individual corner and developments. Agenda Item 14 Item # 14 Page 2 STAFF RECOMMENDATION Staff recommends adoption of the Resolutions. BACKGROUND / DISCUSSION The Colorado Department of Transportation will begin construction of the North I-25 Improvements Project in late 2018 or early 2019. CDOT has agreed to include improvements to the I-25 interchange at Prospect in the overall corridor project, if local funds are brought in partnership. Including the interchange improvements in the overall corridor project saves taxpayers, municipalities and stakeholders an estimated $7 million as opposed to improving the interchange as a stand-alone project. Including the interchange in the overall corridor project also accelerates the schedule for improving the interchange by five to ten years. The total cost of the improved interchange is estimated at $31 million. CDOT has agreed to contribute $12 million (half of the base cost) towards construction of the interchange. Timnath, Fort Collins and private interests will cover the remaining balance of $19 million. The remaining balance will be split between the stakeholders as follows (further described in the Financial Impact section): • City of Fort Collins’ will contribute approximately $7.6 million-one half of the remaining balance after CDOT’s contribution less Timnath’s contribution and an investment from the Street Oversizing Fund; • Town of Timnath’s contribution is estimated to be $2.5 million-subject to the terms of an Intergovernmental Agreement (IGA) still being negotiated; and • Private interests will contribute approximately $7.1 million-one half of the remaining balance after CDOT’s contribution less Timnath’s contribution and a credit for Street Oversizing Fees to be paid by development and a contribution for right-of-way (ROW) dedicated to the project by the property owners. To facilitate these contributions, staff has worked over the past several months to develop a financing plan that generates the needed $19 million. The financing plan can be summarized as follows: 1. An Intergovernmental Agreement with the Town of Timnath documenting the Town’s fair share of costs, a payment plan including specific annual installments, and a revenue sharing agreement (still in negotiation and will require subsequent action); 2. A Binding Agreement and Capital Pledge Agreement which stipulates the terms between the City and the property owners relative to an overlay metro district and individual development metro districts; 3. An overlay metro district encompassing all four corners of the interchange and providing revenue to reimburse the City for the property owners’ portion of the interchange costs; and 4. A series of metro districts covering three of the four corners and supporting the anticipated development of at each of these corners as contemplated in the Memorandum of Understanding approved by City Council on January 2, 2018. Binding Agreement and Overlay District Staff has negotiated terms with the four property owners adjacent to the I-25 and Prospect interchange, which are reflected in the Binding Agreement and associated Capital Pledge Agreement. These terms commit both the City and the Property Owners to an arrangement that shares the costs of the interchange. The basic terms of these agreements include: • Owners’ Share - Sets the property owners’ share of the costs at $8.25 million less the Right-of- Way Credit and the TCEF Credit; • Interchange PIF - Requires each property owner to record a public improvement fee (PIF) covenant against their property of 0.75 percent and pledge these revenues towards repayment of the Owners’ Share; • Right-of-Way Credit - Recognizes the intent of the Property Owners to contribute $500,000 worth of property through right-of-way dedicated to reducing the total cost of the interchange project; Agenda Item 14 Item # 14 Page 3 • Transportation Capital Expansion Fee Credit - The City acknowledges that $1.4 million of Transportation Capital Expansion Fees are available to help fund the project. The City and property owners’ individual shares will be reduced equally by this amount or $700,000 each; • Approval of Service Plans - Stipulates that the City Council consider resolutions approving three consolidated metro district service plans supporting the proposed developments of the property owners no later than March 6, 2018; • I-25/Prospect Interchange Metropolitan District - This overlay district will levy a minimum of 7.500 mills and project fees - to be levied at the time of building permit - and pledges the revenues from these revenue sources towards repayment of the Owner’s Share; • City Funding of Project - The City agrees that subject to annual appropriation by the City Council, it shall fund all the costs of the Project that are not being paid by CDOT. The I-25/Prospect Interchange Metropolitan District (the Overlay District) will encompass all four corners of the interchange (as shown in Attachment 1) or approximately 471 acres. The Overlay District Service Plan funds the Owner’s Share by: • Enabling a minimum 7.500 mills with the ability to increase to 10.000 mills at the District board’s discretion for repayment of the Owners’ Share; • Authorizes the district to issue debt up to a maximum of $10 million; • Prevents the district from applying for or accepting Conservation Trust Funds, Great Outdoors Colorado Funds, or other similar funds; • Prevents the District from exercising its statutory power of eminent domain without obtaining the consent of the City Council; and • Allows for payment of the annual administrative and operational costs of the district from mill levy revenue up to an amount agreed each year in advance by the City, which the City will credit towards the Owners’ Share. Development Metro Districts The Binding Agreement stipulates that the City Council will consider consolidated Service Plans for three of the four corners adjacent to the interchange. These service plans support the vertical development contemplated around the interchange. Each of the consolidated Service Plans includes specific terms to each corner; however, they follow a very similar overall format. The main terms of each district are summarized below: • Rudolph Farms Metropolitan Districts Nos. 1-6 - Authorizes a Maximum Mill Levy of 80.000 Mills less 10.000 Mills authorized as the Overlay Metro District intended to support repayment of the Owners’ Share; anticipates 50.000 Mills will be dedicated to debt repayment and 20.000 Mills will be dedicated to ongoing operations and maintenance; authorizes a Maximum Debt Amount of $111 million; and limits the use of revenue and debt to fund public improvements ultimately stipulated in an Approved Development Plan; • Gateway at Prospect Metropolitan District Nos. 1-7 - Authorizes a Maximum Mill Levy of 80.000 Mills less 10.000 Mills authorized as the Overlay Metro District intended to support repayment of the Owners’ Share; anticipates 50.000 Mills will be dedicated to debt repayment and 20.000 Mills will be dedicated to ongoing operations and maintenance; authorizes a Maximum Debt Amount of $125 million; and limits the use of revenue and debt to fund public improvements ultimately stipulated in an Approved Development Plan; and • SW Prospect I25 Metropolitan District Nos. 1-7 - Authorizes a Maximum Mill Levy of 80.000 Mills less 10.000 Mills authorized as the Overlay Metro District intended to support repayment of the Owners’ Share; anticipates 50.000 Mills will be dedicated to debt repayment and 20.000 Mills will be dedicated to ongoing operations and maintenance; authorizes a Maximum Debt Amount of $103.5 Million; and limits the use of revenue and debt to fund public improvements ultimately stipulated in an Approved Development Plan; Each of the consolidated Service Plans relies on multiple districts to enable phasing to coincide with the timing of development. Agenda Item 14 Item # 14 Page 4 The Service Plans for these three districts differ from the City’s currently adopted Metro District Service Plan policy in several ways. However, they help to enable the overall funding strategy for the interchange which ultimately saves tax payers approximately $7.0 million and advances the timing of the improvements by 5 to 10 years. Timnath Contribution Negotiations with Timnath staff continue regarding the fair share contribution of the Town towards the interchange improvements. City staff remains confident that an agreement whereby Timnath contributes $2.5 million towards the project will be approved by the Town Board in the next several weeks. This agreement will likely take the form of an amendment to the existing IGA between Timnath and Fort Collins or a stand-alone IGA related to this matter. As such, the financial impacts assume that the Timnath contribution will remain $2.5 million. It should be noted that the Binding Agreement summarized above indicates that the City will bear any shortfall in the Timnath contribution. CITY FINANCIAL IMPACTS Total project cost is estimated to be $31 million. Of this, $24 million is considered base design while the remaining $7 million represents the City’s required urban design elements. CDOT will share in 50 percent of the base design portion, or $12 million. The remaining $19 million will be split across the City, property owners, and Timnath at 44%, 41%, and 15%, respectively. Timnath’s share is based on traffic studies with the City and property owners splitting the remaining costs. Table 1 Partners Allocation of Costs Total Fort Collins Property Owners Timnath Overpass Cost $19.00 $8.25 $8.25 $2.50 % Share Cost 100% 43% 43% 13% Less ROW Credit $0.50 $0.00 $0.50 $0.00 Less TCEF Credit $1.40 $0.70 $0.70 $0.00 Debt Obligation $17.10 $7.55 $7.05 $2.50 % Share Payments 100% 44% 41% 15% Partners Share Allocation The City proposes to finance the cost of this project through Certificates of Participation (COPs). The principal borrowed is the balance of the $19 million costs after accounting for right-of-way (ROW) contributions and Transportation Capital Expansion Fees (TCEF). The net amount currently projected is $17.1 million but will depend on final negotiations with Timnath. The City would be responsible for debt service in full and then separately collect from Timnath and the property owners under the Binding Agreement and Capital Pledge Agreement through the Overlay District pledged revenues. Timnath’s repayments are still under negotiation but are currently modeled at approximately $200,000 per year. The property owners’ repayments will be funded from a combination of the mill levy, special assessment Agenda Item 14 Item # 14 Page 5 fees, and public improvement fees collected by the metro districts. Thus, there is uncertainty in the timing of the property owners’ repayments as the revenue generated is dependent on the timing of future development. The City is obligated to service the debt regardless of the timing of repayment. The revenues will follow the guidelines below as stipulated in the Binding Agreement and Capital Pledge Agreement: • Mills - A minimum of 7.5 Mills up to a total of 10.000 Mills • PIF - 0.75 percent • Special Assessment Fee Varies by land use type (estimated to generate $2M revenue) BOARD / COMMISSION RECOMMENDATION The Council Finance Committee reviewed the City’s commitment, the Memorandum of Understanding (MOU) clarifying the property owner commitment and Intergovernmental Agreement (IGA) on October 16, 2017 (Attachment 2). Several questions were raised and discussed by committee members. Ultimately, direction was to stay the course and bring back and IGA with CDOT and MOU for Council consideration. On January 2, 2018, Council unanimously adopted Resolution 2018-004 and 2018-005, which approved the IGA and MOU. PUBLIC OUTREACH CDOT has conducted numerous public meetings regarding the I-25 Improvements Project throughout Northern Colorado. CDOT Project Managers also attended a Fort Collins Council work session in December 2016. A second project update with CDOT Project managers is scheduled for Council work session. ATTACHMENTS 1. Vicinity Map (PDF) 2. Council Finance Committee minutes, October 16, 2017 (PDF) 3. Powerpoint presentation (PDF) PROSPECT ROAD INTERSTATE 25 PROSPECT ROAD SUMMIT VIEW DR. GREENFIELD CT. BOXELDER DR. CARRIAGE PKWY KITCHELL WAY PARADIGM 17.350 ac. LAAM 132.793 ac. FCIC/GAPA 178.852 ac. CSURF 142.435 ac. DISTRICT TOTAL = 471.43 ac. ( IN FEET ) 1 inch = ft. 1000 0 1000 Feet 1000 I-25/PROSPECT INTERCHANGE METROPOLITAN DISTRICT FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 102-002 DRAWN BY SCALE EXHIBIT C. Snowdon DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com DISTRICT BOUNDARY MAP 1" = 1000' B ATTACHMENT 1 Finance Administration 215 N. Mason 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6788 970.221.6782 - fax fcgov.com Finance Committee Minutes 10/16/17 10:00 am - noon CIC Room - City Hall Council Attendees: Mayor Wade Troxell, Ross Cunniff, Ken Summers Staff: Darin Atteberry, Mike Beckstead, Jeff Mihelich, Travis Storin, John Voss, John Duval, Andres Gavaldon, Laurie Kadrich, Josh Birks, Mark Jackson, Chad Crager, Brad Buckman, Lawrence Pollack, Jo Cech, Dean Klingner, Sue Beck-Ferkiss, Rachel Springob, Bob Adams Others: Kevin Jones (Chamber of Commerce), Dale Adamy (Citizen) Meeting called to order at 10:02 am Ken Summers moved to approve the Minutes for the September 18th Council Finance Committee Meeting. Ross Cunniff seconded the motion. Agenda Review; URA North College strategy topic scheduled for the December CFC meeting. The CAG is looking for some engagement / discussion. Josh Birks will reach out to Neil to understand their expectations A. I25 / Prospect Funding & CDOT IGA Mark Jackson, Planning, Development & Transportation Deputy Director Laurie Kadrich, Planning, Development & Transportation Director Josh Birks, Economic Health Director Chad Crager, Infrastructure Services Director Brad Buckman Travis Storin SUBJECT FOR DISCUSSION Prospect/I-25 Interchange Funding Partnership EXECUTIVE SUMMARY City of Fort Collins Staff is working with Colorado Department of Transportation (CDOT), Town of Timnath, and property owners/developers adjacent to the interchange of Interstate 25 (I-25) and Prospect Road to develop a funding partnership allowing CDOT to improve the interchange. This interchange is a key gateway entrance into Fort Collins and the Town of Timnath. It connects to a primary arterial route into and out of the community. Improving the interchange will help alleviate congestion and improve safety. The I-25/Prospect interchange is old and aging infrastructure not designed to handle the urban level of traffic currently experienced. ATTACHMENT 2 2 There are significant financial benefits to partnering on the interchange at this time for all parties involved. CDOT agrees to pay for $12 million (half of the base cost) of the interchange. Timnath, Fort Collins and private interests will pay the balance of $19 million. City of Fort Collins’ share of the $19 million is approximately $8.1 million. Total cost of the improved interchange is estimated at $31 million. There is a potential savings of $7 million in improvement costs if the project can be included in the efficiencies of the overall I-25 corridor project. GENERAL DIRECTION SOUGHT AND SPECIFIC QUESTIONS TO BE ANSWERED CDOT wishes to enter into an Intergovernmental Agreement (IGA) with the City of Fort Collins stating our intent to partner for $19 million of the total interchange improvements, with repayment to occur over a three-year period. In the event staff is unable to complete final agreements with property owners and Town of Timnath is Council comfortable with entering into the IGA without final agreements yet in place? BACKGROUND/DISCUSSION The Colorado Department of Transportation will begin construction of the North I-25 Improvements Project in early 2018. CDOT has agreed to include improvements to the I-25 interchange at Prospect in the overall corridor project, if local funds are brought in partnership. Including the interchange improvements in the overall corridor project saves taxpayers, municipalities and stakeholders an estimated $7 million as opposed to improving the interchange as a stand-alone project. Including the interchange in the overall corridor project also accelerates the schedule for improving the interchange by five to ten years. Staff is developing a fair share cost sharing agreement with Town of Timnath based on long range (2040) travel model analysis showing relative impacts from Fort Collins, Timnath and regional background traffic. Fort Collins assumes a fair share for Timnath is in the range of $2.85 million to $3.0 million. Timnath is requesting a lesser contribution. Timnath’s total contribution amount, as well as repayment terms, are under negotiation. The interchange is in an area of influence with Town of Timnath and may be eligible for potential revenue sharing agreements with Fort Collins (similar to that with Town of Windsor at SH-392 interchange). The anticipated Intergovernmental Agreement (IGA) outlining cost share and repayment method/schedule may take the form of a stand-alone agreement, or may be an amendment to a current IGA with Timnath. Staff is also working to develop a funding agreement with private property interests adjacent to the interchange which includes the following items: • Relative cost share for the City of Fort Collins and private property owners is estimated at $8.1M • Repayment timing and methodology • Property owners are requesting use of metro districts, and negotiable mill levy up to 80 mils • The City is requesting a mixture of repayment mechanisms to ensure revenue stream and minimize risk • The City has agreed in principal to: 3 o Offset developer share with any right of way contribution made by property owners o Contribute approximately $1.4 million in Transportation Capital Expansion Fees (TCEF) towards the interchange o Assign a development review liaison to interchange area projects similar to other recent large-scale developments. Colorado Department of Transportation (CDOT) requests an IGA with the City of Fort Collins prior to commencement of construction (anticipated March 2018) stating the City’s commitment to provide one half ($12M) plus $7M additional urban design costs of the interchange improvement costs. Funds to CDOT total $19 million. The City will subsequently enter into repayment agreements with Town of Timnath and interchange property owners (see above) to capture their share of costs. The City will pay CDOT the total owed over a three-year period (2018-2021). Staff intends to bring Resolutions authorizing the City to enter into IGA with CDOT, IGA with Town of Timnath, and Memorandum of Understanding (MOU) outlining property owner repayment agreements to Council for their consideration at the December 19 regular session. FINANCIAL IMPACTS Total project cost is estimated to be $31 million. Of this, $24 million is considered base design while $7 million makes up urban design elements. CDOT will share in 50% of the base design portion, or $12 million. The remaining $19 million will be split across the City, property owners, and Timnath at 43%, 43%, and 15%, respectively. Timnath’s share is based on traffic studies with the City and property owners splitting the remaining costs. Partners Share Allocation Total FC Property Timnath Overpass Cost $ 19.00 $ 8.075 $ 8.0750 $ 2.85 % Share Cost 43% 43% 15% Less ROW Value 1.00 TCEF 0.70 0.70 Debt Obligation $ 16.60 $ 7.375 $ 6.375 $ 2.85 % Share Payments 44% 38% 17% The City proposes to finance the cost of this project through Certificates of Participation (COPs). The principal borrowed is the balance of the $19 million costs after accounting for right of way (ROW) contributions and Transportation Capital Expansion Fees (TCEF). The net amount currently projected is $16.6 million but will depend on final negotiations and ROW contributions. The City would be responsible for debt service in full and then separately collect from Timnath and the property owners under the aforementioned repayment agreement. 4 NEXT STEPS There are several key steps in place to move the I-25/Prospect Interchange partnership agreements forward: • Staff continues to meet regularly with both Town of Timnath and private property owners • Staff is in regular communication with CDOT as to construction schedule and IGA deadline • Council will discuss Metro District policy changes in October and November Staff is scheduled to bring CDOT IGA, Timnath IGA, and private property repay agreements to Council on December 19 Discussion / Next Steps; Mike Beckstead; bids went out and came back in high - once we get firm number from CDOT that will be our number. Mike Beckstead; Do we modify Metro District Policy due to the residential component? This will be discussed at the work session. CDOT is looking for the city to sign an IGA in support of $19M – high probability that all details may not be fully sorted out yet. If we want to move forward – we may need your ok to move forward without all details. Mark Jackson; push is coming from CDOT - on schedule for Council in December. CDOT has experienced a delay in their bid process. Mayor Troxell; NE corner was down zoned - if it was up zoned again would that have any long-term implications? Mike Beckstead: we are currently having discussions around this issue - is there something that needs to change on the urban estates / storage units / zoning front. Josh Birks; NE corner is owned by the White Brothers - zoning has been in place for some time - request for rezoning was in 2008 - 2009 timeframe - was not approved by Council -they wanted to change a big portion from Industrial to Retail. Josh Birks; reviewing growth scenarios - net takeaway is that the pace of development is an uncertainty in this project and has a significant impact on the speed the city gets reimbursed for the property owner obligation it will carry. Travis Storin; staff modeled out two alternatives; Alternative 1; more traditional - standalone COP financing option that we have done in recent years - we included the Police Training Facility - New Debt Service of $1.7M that General Fund would take on - Net new debt service of $1.2 - 1.3M that the General Fund is not budgeted for Alternative 2; more complex option – play to free up cash flow -the Police HQ would be used as collateral - refinance that asset and bundle it with two projects we are talking about here today 5 frees up $800K - trade off – Police debt is at an attractive rate currently through 2026- refinance would be a bit higher rate - all would under a COP. Mike Beckstead; Vine / Lemay will be coming to Council Finance next month Ross Cunniff; Have we done the cost sharing analysis - how much of that is FoCo traffic / new development / other development for Vine Lemay? Darin Atteberry; Chad Crager is well prepared for that - there is a tolling possibility being discussed background growth / future development. He will be prepared to talk about that. Mike Beckstead; CDOT is looking for commitment – Plan is to bring an IGA in December with Timnath and property owners. Darin Atteberry; ongoing conversation regarding annexation / high school site – Timnath has expressed interest in PSD undoing and adding the high school - there is significant guidance as it relates to the boundary and PSD properties – we will be talking about that with Council – other annexation conversations regarding Mulberry and I25. Timnath has been a good / very positive partner in this conversation – they want a data driven formula and the ability to pay over time -sales tax measure coming to the voters. Laurie Kadrich; I agree - their traffic engineer has a different opinion of what their fair share may be compared to what work we have done so far. Ken Summers; Do those projections take into account traffic projections 5/10/15/20 years out? Mark Jackson; we used NPO long range models of 2040 - land use plan - data -background traffic pressures Mayor Troxell; zoning of NE corner - is there any discussion to up zone it? Laurie Kadrich; we just broached that subject with property owners in our last meeting – similar to car dealership situation we dealt with -our concern is that we will still have good employment opportunities there -industry more to an employment zone - having good paying jobs on that corner but maybe not the same as was visualized several years ago - has been zoned industrial for a long time - request to rezone previously did not work – those corners and that type of land use has changed – issue of Urban Estate next to industrial – is industrial the right employment mix with that corner? ACTION ITEM: Ross Cunniff; uncomfortable with projected debt load - not excited about the place this puts us in. If you had to prioritize these three things – how would that look? Not comfortable with going forward without the Police HQ refinance. We don’t really want to dedicate that much of the General Fund to this debt service at this time $7M – Prioritization discussion would be helpful cash flow benefits 6 Mayor Troxell; Mike presented at one point the headroom we have in debt – is that appropriate to look at in relation to Ross question? debt goes up – what does that leave for capacity? Mike Beckstead; how much debt could we take on without impacting our credit rating? $75m added debt per year - not including revenue bonds and utilities without putting our credit rating at risk. Affordability was not part of that analysis. Ken Summers; How do you see the trade-off between options 1 and #2 in relation to debt service? - Do we have adequate cash flow? Mike Beckstead; back to Ross’ comment re: prioritization $2M of added debt service will need to be looked at in terms of how we use our available revenue. If we grow by 3% - 60% of added sales tax ends up in GF which often times goes to fund salary increases for staff and benefit cost increases - fairly significant evaluation and prioritization will need to be done - if we elect to take on $2M of additional GF debt service - will clearly be a prioritization that will have to happen. Mike Beckstead: Direction is to stay the course – our hope is to come back in December with a complete IGA Funding Improvements to March 6, 2018 the I-25/Prospect Interchange ATTACHMENT 3 Public-Private Funding Partnership 2 • Prospect/I-25 Interchange has failing LOS at peak travel times • Total Cost $31M ($24M + urban design) • CDOT cost $12M (half interchange cost) • City cost $19M • Estimated savings of $7M if constructed with I-25 expansion • Partnership with • City of Fort Collins • Town of Timnath • Interchange property owners Public-Private Funding Partnership 3 • Total Interchange Cost: $31M • Includes $7M for Urban Design Elements • Cost share: • $12M CDOT • $2.5M Town of Timnath (*pending) • $8.25M City Fort Collins • $8.25M Property Owners • Partnership accelerates construction to 2019-2021 Public-Private Funding Partnership 4 History: • Council Resolution of support to share interchange costs (2016-087) • City of Fort Collins IGA with CDOT 2017 (amended 2018) • City of Fort Collins MOU with property owners (2018) Public-Private Funding Partnership 5 Tonight’s Requests: • Resolution Approving a Binding Agreement • Between the City and the Interchange Property Owners (w/ Associated Capital Pledge) • Resolution Approving Service Plan for the I-25/Prospect Interchange Metro District • Resolutions Approving Service Plans for three of four corners adjacent to the Interchange Interchange Ownership & Development Plans 6 • NW Corner – 144.6 total acres, in PDP • 276 apartments • 27 single family homes • NE Corner – 110 total acres, in ODP • Industrial/Employment • Commercial • Urban Estate • SE Corner – 17 acres, in ODP • Commercial • SW Corner – 96 acres, owned CSURF • No development plans in review Map Traffic Study Data – Share Allocation 7 Determining Fair Share Based on Traffic Impacts: • Traffic Impact Analyses using MPO Long Range (2040) Regional Traffic Model. Percent use of traffic on interchange was: • Fort Collins 36% • Timnath 7% • Approach 1: Direct Comparison 84%-16% share of $19M • Approach 2: Assuming traffic impacts from other eastern areas • Timnath’s share of interchange costs should be from $2.5 Million Intersection Cost 8 • Total Cost $31M – includes $7M for Urban Design • CDOT $12M - 50% of base design • City/Property Owners/Timnath $19M Total FC Property Timnath Overpass Cost $ 19.000 $ 8.250 $ 8.250 $ 2.500 TCEF Reduction $ 0.700 $ 0.700 Less ROW Value $ 0.500 Debt Obligation $ 17.100 $ 7.550 $ 7.050 $ 2.500 % Share 44% 41% 15% Borrow ‐ Principle 17,100,000 Term 20 Interest 4.50% Total FC Property Timnath Payment Share $1,314,582 $580,415 541,977 192,190 Partners Share Allocation Cost Sharing Arrangement 9 Interchange Metro District • Imposes min. 7.500 Mill • Authorizes up to $10.0 million in debt • No Eminent Doman w/out Council Consent • Capital Pledge Agreement • Only debt allowed by plan • Commits three revenue sources to funding Owner’s Share • District terminates upon full payment Binding Agreement & Capital Pledge • Defines Owners Share • Requires Consideration of Project Service Plans • Commits City to Funding • Stipulates Revenue Sources • Min. 7.500 up to 10.000 Mills (Metro) • 0.75% PIF (Covenant) • Fees due at Construction (Metro) Cash Flow Summaries 10 Base Case Growth Slow Growth Project District Service Plans 11 Current Policy • Maximum Mill Levy – 40.000 Mills - No • Recent example – 65.000 Mills Foothills • Maximum Debt Limit & Term - Generally • No Eminent Doman w/out Council Consent - Yes • 90%/10% Commercial vs. Residential - Varies • Basic Infrastructure - No Overview • Enables each corner to use a metro district to fund infrastructure • Constrained by Approved Development Plan • Up to 80.000 mills less Interchange • Initially – 50.000 Mills Debt & 20.000 Mills O&M • Requires execution of • Capital Pledge Agreement & • PIF Covenant 12 Next Steps: • Complete IGA with Town of Timnath • I-25 Corridor construction commences summer 2018 • Prospect interchange construction 2019-2021 Public-Private Funding Partnership 13 General Fund Existing Debt Service 14 Debt Project 2017 2018 2019 2020 2021 2001 ALPs Police Annex 60 62 64 65 67 2007 COPs* 215 N Mason, Civ. Ctr. Parking 1,106 1,093 - - - 2012 COPs** Police HQ 2,107 2,060 2,022 1,940 1,939 2017 COPs* Hotel Parking - 960 660 661 661 Total Debt Service 3,273 4,175 2,746 2,666 2,667 Freed Gen. Fund Capacity - - 433 432 432 $ in 000’s * City portion only; excludes DDA contributions of $300K annually toward these COPs ** Excludes debt amounts serviced by Natural Areas and Transportation Funds Alternative 1: Traditional COP Financing 15 New Debt Project Term Rate 2017 2018 2019 2020 2021 2018 COPs I-25 / Prospect 20yr 4.5% - - 1,307 1,307 1,307 2018 COPs Police Training Facility 20yr 4.5% - - 653 653 653 New Debt Service -- 1,960 1,960 1,960 Add: Existing Debt Service (prev. slide) 3,273 4,175 2,746 2,666 2,667 Alternative 1 Total GF Debt Service 3,273 4,175 4,706 4,626 4,627 Available General Fund Capacity (prev. slide) (433) (432) (432) Alternative 1 Funding Shortfall on New Debt Svc. 1,527 1,528 1,528 $ in 000’s • Assumes $17M borrowed for Prospect I-25; $8.5M borrowed for Police Training Facility • Most likely would be bundled into one issuance Funding via maturity of existing debt service is insufficient to fund new debt service by $1.5M/yr; Potential backfill from 1) agreements with I-25 partners and/or 2) restructuring existing debt A B A - B Natural Areas and Transportation to pay off $1.3M and $0.8M from reserves, respectively Refinance frees cashflow near-term; adds to total interest cost for FCPS HQ by pushing maturity out Timnath to contribute at least $190K/yr; Property owners share depends on pace of development Alternative 2: Refinance 2012 COPs 20 years @ 4.5% 16 Debt Project 2017 2018 2019 2020 2021 2001 ALPs Police Annex 60 62 64 65 67 2007 COPs 215 N Mason, Civ. Ctr. Parking 1,106 1,093 - - - 2012 COPs Police HQ, Soapstone, Streets Storage 2,107 2,060 - - - 2017 COPs Hotel Parking - 960 660 661 661 2018 COPs*** I-25/Prospect; Police Training; Refi Police HQ - - 3,073 3,073 3,073 Alt. 2 Total Debt Service 3,273 4,175 3,797 3,799 3,801 Alt. 1 Total Debt Service (prev. slide) 3,273 4,175 4,706 4,626 4,627 Alt. 2 vs. Alt. 1 - - (909) (827) (826) Alt. 1 Funding Shortfall (prev. slide) - - 1,527 1,528 1,528 Alt. 2 Funding Shortfall --618 701 702 $ in 000’s -1- RESOLUTION 2018-024 OF THE COUNCIL OF THE CITY OF FORT COLLINS APPROVING AND AUTHORIZING THE EXECUTION OF A BINDING AGREEMENT PERTAINING TO DEVELOPMENT OF INTERSTATE HIGHWAY 25 AND PROSPECT ROAD INTERCHANGE AND THE RELATED CAPITAL PLEDGE AGREEMENT WHEREAS, the interchange at Interstate Highway 25 and Prospect Road (the “Interchange”) is owned by the State of Colorado and operated and maintained by the Colorado Department of Transportation (“CDOT”); and WHEREAS, the Interchange is within the City’s boundaries and adjacent to its four corners are several undeveloped parcels of privately-owned land, which parcels are also within the City’s boundaries; and WHEREAS, Fort Collins/I-25 Interchange Corner, LLC (“FCIC”) is the fee title owner of a parcel of land adjacent to the northwest corner of the Interchange (the “FCIC Parcel”); and WHEREAS, Gateway at Prospect Apartments, LLC (“GAPA”) is the fee title owner of a parcel of land also adjacent to the northwest corner of the Interchange (the “GAPA Parcel”); and WHEREAS, a group of tenants in common (“TIC Owners”) are the fee title owners of the three parcels of land adjacent to the northeast corner of the Interchange (the “TIC Owners Parcels”); and WHEREAS, Paradigm Properties LLC (“Paradigm”) is the fee title owner of the two parcels of land adjacent to the southeast corner of the Interchange (the “Paradigm Parcels”); and WHEREAS, the Colorado State University Research Foundation (“CSURF”) is the fee title owner of the two parcels of land adjacent to the southwest corner of the Interchange (the “CSURF Parcels”); and WHEREAS, FCIC, GAPA, the TIC Owners, Paradigm and CSURF are hereafter collectively referred to as the “Property Owners” and the FCIC Parcel, GAPA Parcel, the TIC Owners Parcels, Paradigm Parcels and CSURF Parcels are hereafter collectively referred to as the “Properties”; and WHEREAS, CDOT has notified the City that it is planning a project to significantly modify and improve the Interchange by reconstructing its ramps and bridge and by reconstructing Prospect Road to a configuration with four through lanes, a raised median, left turn lanes and pedestrian and bicycle facilities, and CDOT is expected to begin construction of this project after July 1, 2018 (the “Project”); and WHEREAS, the Project will also include certain urban design improvements requested by the City that are typically required under the City’s development standards (the “Urban Design Features”); and -2- WHEREAS, the Project and the Urban Design Features will provide significant public benefits to the City and its residents, and they will benefit the Property Owners by materially increasing the value of their Properties; and WHEREAS, CDOT estimates that the total cost of the Project, as originally proposed by it, will be approximately $24 million, but it has indicated that it will only provide $12 million to fund the Project, leaving a $12 million deficit; and WHEREAS, the Urban Design Features planned by the City will add an additional $7 million to the cost of the Project, bringing the total Project cost to $31 million; and WHEREAS, CDOT has asked the City to participate in the Project by funding the $12 million deficit originally identified by CDOT, but the City is only willing to consider funding this deficit if the additional $7 million of Urban Design Features are included in the Project and if the Town of Timnath, Colorado (“Timnath”) and the Property Owners share in funding this $19 million deficit; and WHEREAS, the City has previously entered into an Intergovernmental Agreement dated April 14, 2017, with CDOT in which the City has agreed to contribute $2.25 million in support of CDOT’s project to improve I-25 from Colorado Highway 402 to Colorado Highway 14 (the “CDOT IGA”); and WHEREAS, on January 2, 2018, the City Council adopted Resolution 2018-004 approving an amendment to the CDOT IGA, in which amendment the City has agreed to share in the cost of the Interchange Project as proposed by CDOT and CDOT has agreed to add the Urban Design Features to the Project, which amendment the City and CDOT entered into on January 18, 2018 (the “Amended IGA”); and WHEREAS, the City has also asked Timnath to share in funding the City’s commitment to CDOT under the Amended IGA since Timnath will also experience significant public benefits from the Project; and WHEREAS, the City and Timnath have been negotiating a separate agreement under which Timnath would reimburse the City for up to $2.5 million of the $19 million deficit to be paid over a twenty-year period, thereby leaving a $16.5 million deficit (the “Remaining Deficit”); and WHEREAS, the City and the Property Owners have previously negotiated and entered into that certain “Memorandum of Understanding Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange” dated January 30, 2018, which City Council approved in Resolution 2018-005 on January 2, 2018 (the “MOU”); and WHEREAS, the City and the Property Owners acknowledged in the MOU that while it is not a binding agreement, the parties nevertheless intended to cooperate in good faith to negotiate and enter into a binding agreement under which the parties would agree to equally share in the payment of the Remaining Deficit; and -3- WHEREAS, as so intended in the MOU, City staff and the Property Owners have negotiated in good faith the “Binding Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange” attached hereto as Exhibit “A” and incorporated herein by reference (the “Binding Agreement”); and WHEREAS, as contemplated in the MOU, the Property Owners agree in the Binding Agreement to equally share the Remaining Deficit by the Property Owners agreeing to reimburse the City over time their $8.25 million share (“Shared Deficit”) to be reduced by a credit of $500,000 representing the value of the Property Owners’ land that will be dedicated to CDOT without receiving compensation as right of way for the Project (the “ROW Credit”) and a credit of $700,000 representing the transportation capital expansion fees anticipated to be paid to the City under Fort Collins Code Section 7.5-32 related to the future development of the Properties (the “TCEF Credit”); and WHEREAS, after the ROW Credit and the TCEF Credit are applied to the Shared Deficit, the Binding Agreement provides that the Property Owners’ portion of the Shared Deficit will be $7,050,000, plus financing costs (“Owners’ Share”); and WHEREAS, the Binding Agreement further provides that the Owners’ Share will accrue interest at the rate the City incurs in financing its funding obligations to CDOT under the Amended IGA and that this adjusted amount will be paid in twenty annual payments of principal and interest from the Pledged Revenues (as hereinafter defined); and WHEREAS, the Property Owners also agree in the Binding Agreement to record against their respective Properties a covenant imposing a public improvement fee at a rate .75%, net of any administrative fees for collection, to be imposed on all future retail sales on the Properties that are also subject to the City’s sales tax under Article III of City Code Chapter 25, as amended (collectively, the “Interchange PIF Covenant”); and WHEREAS, the Binding Agreement provides that the Owners’ Share will be paid by the Interchange Metro District (hereinafter defined) solely from its pledge of a combination of a property tax mill levy of not less than 7.5 mills, but not more than 10 mills, on the Properties (“Property Tax”), fees imposed on and collected from future development occurring on the Properties (“Project Fees”) as provided in the service plan of the proposed I-25/Prospect Interchange Metropolitan District (the “Interchange Metro District”) to be organized under the Colorado Special District Act (the “District Act”), and net revenues from the Interchange PIF Covenant; and WHEREAS, this commitment by the Interchange Metro District to pledge the Property Tax, the Project Fees and the net revenues from the Interchange PIF Covenant (collectively, the “Pledged Revenues”) to the payment of the Owners’ Share is set out in the Capital Pledge Agreement attached as Exhibit “B” to the Binding Agreement (the “Capital Pledge Agreement”); and WHEREAS, as anticipated in the MOU, four of the Property Owners also wish to form other metropolitan districts under the District Act to use to construct and fund some or all of the basic public infrastructure needed in the future development of their individual Properties, -4- whether such development is commercial or residential, and for maintenance of such infrastructure and for all other purposes allowed by the District Act and the approved service plans (the “Development Metro Districts”); and WHEREAS, the Interchange Metro District and the Development Metro Districts shall be collectively referred to as the “Metro Districts”; and WHEREAS, the Metro Districts cannot be created under the District Act without the Council of the City of Fort Collins (the “City Council”) approving a service plan for each of the Metro Districts (collectively, “Service Plans”) which, together with the District Act, will govern the operation of the Metro Districts and their authority to impose, collect, spend and pledge property taxes and fees, issue debt, and they will delineate the type of basic public infrastructure and services the Metro Districts will be authorized to provide and how the Metro Districts will cooperate with each other, the City and the Property Owners to fund regional and local infrastructure; and WHEREAS, the Binding Agreement contemplates that if all of the Service Plans are not approved by Council, that the Interchange Metro District will not enter into the Capital Pledge Agreement and the Property Owners will not record the Interchange PIF Covenant, however the Binding Agreement also contemplates that the Development Districts will be unable to impose any fees or property tax mill levy or issue any debt unless the Interchange Metro District conducts an election on May 8, 2018, in accordance with Article X, Section 20 of the Colorado Constitution, that authorizes the Interchange Metro District’s Property Tax and the Capital Pledge Agreement, the Interchange Metro District enters into the Capital Pledge Agreement, and the Property Owners record the PIF Covenant against all of their respective Properties; and WHEREAS, the City Council hereby finds that the Binding Agreement is necessary for the public’s health, safety and welfare and is in the best interests of the City and its residents, businesses and public and private organizations. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS 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 Binding Agreement is hereby approved and the Mayor is authorized to execute it substantially in the form attached as Exhibit “A”. Section 3. That provided all the preconditions of the Binding Agreement are satisfied, the City Manager is authorized to execute the Capital Pledge Agreement in substantially the form attached as Exhibit “B” to the Binding Agreement, together with such revisions and amendments as the City Manager, in consultation with the City Attorney, determines to be necessary and appropriate to protect the interests of the City or to effectuate the purposes of this Resolution. -5- Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 6th day of March, A.D. 2018. _________________________________ Mayor ATTEST: _____________________________ City Clerk EXHIBIT A "Election" means the election to be held by the Interchange District on May 8, 2018. "Eligible Operational Costs"means the actual and reasonable operating and administrative expenses incurred by the Interchange District each year in an amount that does not exceed that amount budgeted by the Interchange District for operating and administrative expenses in such year, as such budget may be amended in accordance with the Capital Pledge Agreement. Revenues generated from the Project Mill Levy may be applied by the District to the payment of Eligible Operational Costs and the Interchange District shall receive a credit against the Owners' Share in each year in an amount equal to the Eligible Operational Costs for such year, as further set forth in the Capital Pledge Agreement. "FCIC' means Fort Collins/1-25 Interchange Comer, LLC, a Colorado limited liability Company. "FCIC ParceI'' means the property owned by FCIC and generally described in the MOU. "Formation Costs" means the reasonable and necessary costs, fees and expenses, including attorneys' fees, costs and expenses, incurred by the Owners or the Interchange District in connection with the formation of the Interchange District, including without limitation, drafting and negotiating the service plan for the Interchange District, the preparation of the financing plan attached to the service plan, and the costs of the Election. Formation Costs shall also include the share of the costs of drafting and negotiating the Binding Agreement and the Capital Pledge Agreement that are reasonably related and allocable to the formation of the Interchange District. Formation Costs shall not include the costs incurred in connection with the formation of the Development Districts. Revenues generated from the Project Mill Levy may be applied by the Interchange District to the payment or reimbursement of Formation Costs in an amount not exceeding $200,000 as further set forth in the Capital Pledge Agreement. The Interchange District shall not receive a credit against the Owners' Share in an amount equal to the Formation Costs. "GAPA" means Gateway at Prospect Apartments, LLC, a Colorado limited liability company. "GAPAParceI'' means the property owned by GAPA and generally described in the MOU. "Interchange Districf ' means the 1-25/Prospect Interchange Metropolitan District formed pursuant to the District Act and having boundaries which include all of the Owners' Properties. "Interchange" means the highway interchange currently located at Interstate Highway 1- 25 and Prospect Road in the City. "Interchange District Financing Costs" means the reasonable costs of issuance incurred in connection with the execution and delivery of the Certificates of Participation that are allocable to the financing of the Owners' Share with a portion of the proceeds of the Certificates of Participation, including, without limitation, the fees and expenses of bond counsel, disclosure counsel and counsel to the underwriter, trustee fees and expenses, rating agency fees, insurance premiums, capitalized interest, and similar fees and expenses. If the Certificates of Participation are executed and delivered prior to the ROW Credit being granted, the percentage of costs of 2 Costs. (i) The ROW Credit shall be applied as a credit against the principal amount of the Owners' Share, as provided in Section 2.3 of the Binding Agreement . Upon the granting of such ROW Credit, the Owners have the right under the Binding Agreement to determine how the ROW Credit will be applied against the principal amount of the Owners' Share. Upon receipt of written notice by the Interchange District from the Owners of the application of the ROW Credit, the Interchange District shall provide the City and the Owners with the revised Payment Schedule reflecting such ROW Credit. G) The obligation of the Interchange District to pay the Owners' Share as provided herein shall constitute a special and limited obligation of the Interchange District, payable solely from and to the extent of the Pledged Revenues. The Pledged Revenues are hereby pledged by the Interchange District to the City for the payment of the Owners' Share. The Interchange District hereby elects to apply all of the provisions of the Supplemental Act to this Capital Pledge Agreement and the payment obligations hereunder. (k) In no event shall the total or annual obligations of the Interchange District hereunder exceed the maximum amounts permitted under its electoral authority and applicable law. Section 2.04. Imposition of Project Mill Levy; Eligible Operational Costs; Formation (a) In order to fund a portion of the Owners' Share and to pay for Eligible Operational Costs and Formation Costs, the Interchange District agrees to levy on all of the taxable property in such Interchange District, in addition to all other taxes, direct annual taxes for collection in each of the years when this Agreement is in effect, in the amount of the Project Mill Levy. The Pledged Project Mill Levy Revenues shall be included in the Pledged Revenues and applied as provided herein. (b) The Interchange District shall provide the City with an itemization of the Formation Costs incurred by the Interchange District that are to be paid or reimbursed from revenues generated from the Project Mill Levy, in an amount not exceeding $200,000. The City shall have the right to review the Formation Costs to confirm that such costs, fees and expenses qualify as Formation Costs for purposes of this Agreement. Upon receipt of the net revenues generated from the Project Mill Levy, and after the City's confirmation of the Formation Costs, the Interchange District may apply such revenues to the payment or reimbursement of all or any portion of the Formation Costs until such Formation Costs are paid or reimbursed in full. The Interchange District acknowledges and agrees that it shall not receive a credit against the Owners' Share to the extent that it applies revenues from the Project Mill Levy to the payment of all or any portion of the Formation Costs. ( c) The Interchange District shall provide the City with a copy of its proposed budget for the subsequent fiscal year setting forth the amount of administrative and operating expenses budgeted for the Interchange District for the subsequent fiscal year. If a budget amendment is required due to circumstances that could not have been reasonably foreseen at the time the original budget was adopted, the Interchange District shall provide 5 Section 5.05. Notices. Except as otherwise provided herein, all notices or payments required to be given under this Agreement shall be in writing and shall be hand delivered or sent by certified mail, return receipt requested, or air freight, to the following addresses: 1-25/Prospect Interchange Metropolitan District: With a copy to: City of Fort Collins: With a copy to: White Bear Ankele Tanaka & Waldron c/o Robert G. Rogers, Esq. 2154 E. Commons Ave, Suite 2000 Centennial, CO 80122 303-858-1800 rrogers@wbapc.com Mike Beckstead Chief Financial Officer 300 LaPorte Avenue PO Box 580 Fort Collins, CO 80524 970-221-6795 mbeckstead@fcgov.com John Duval Deputy City Attorney 300 LaPorte A venue PO Box 580 Fort Collins, CO 80524 970-416-2488 jduval@fcgov.com All notices or documents delivered or required to be delivered under the provisions of this Agreement shall be deemed received one day after hand delivery or three days after mailing. Any party by written notice so provided may change the address to which future notices shall be sent, and may provide the manner in which notices may be given, including without limitation, electronic mail. Section 5.06. Findings and Determinations Relative to Service Plan and Electoral Debt Limitations. The Board of Directors of the Interchange District has made, and by approval of this Capital Pledge Agreement hereby makes, the following findings and determinations relative to the limitations on indebtedness set forth in its Service Plan and applicable electoral authorization: (a) Pursuant to its Service Plan, Interchange District is permitted to issue "Debt" (as defined therein) in the maximum principal amount of$ 10 million. The 13 -1- RESOLUTION 2018-025 OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS APPROVING THE SERVICE PLAN FOR THE I-25/PROSPECT INTERCHANGE METROPOLITAN DISTRICT WHEREAS, the interchange at Interstate Highway 25 and Prospect Road (the “Interchange”) is owned by the State of Colorado and operated and maintained by the Colorado Department of Transportation (“CDOT”); and WHEREAS, the Interchange is within the City’s boundaries and adjacent to its four corners are several undeveloped parcels of privately-owned land, which parcels are also within the City’s boundaries; and WHEREAS, Fort Collins/I-25 Interchange Corner, LLC (“FCIC”) is the fee title owner of a parcel of land adjacent to the northwest corner of the Interchange (the “FCIC Parcel”); and WHEREAS, Gateway at Prospect Apartments, LLC (“GAPA”) is the fee title owner of a parcel of land also adjacent to the northwest corner of the Interchange (the “GAPA Parcel”); and WHEREAS, a group of tenants in common (“TIC Owners”) are the fee title owners of the three parcels of land adjacent to the northeast corner of the Interchange (the “TIC Owners Parcels”); and WHEREAS, Paradigm Properties LLC (“Paradigm”) is the fee title owner of the two parcels of land adjacent to the southeast corner of the Interchange (the “Paradigm Parcels”); and WHEREAS, the Colorado State University Research Foundation (“CSURF”) is the fee title owner of the two parcels of land adjacent to the southwest corner of the Interchange (the “CSURF Parcels”); and WHEREAS, FCIC, GAPA, the TIC Owners, Paradigm and CSURF are hereafter collectively referred to as the “Property Owners” and the FCIC Parcel, GAPA Parcel, the TIC Owners Parcels, Paradigm Parcels and CSURF Parcels are hereafter collectively referred to as the “Properties”; and WHEREAS, CDOT has notified the City that it is planning a project to significantly modify and improve the Interchange by reconstructing its ramps and bridge and by reconstructing Prospect Road to a configuration with four through lanes, a raised median, left turn lanes and pedestrian and bicycle facilities, and CDOT is expected to begin construction of this project after July 1, 2018 (the “Project”); and WHEREAS, the Project will also include certain urban design improvements requested by the City that are typically required under the City’s development standards (the “Urban Design Features”); and WHEREAS, the Project and the Urban Design Features will provide significant public benefits to the City and its residents, and they will benefit the Property Owners by materially increasing the value of their Properties; and -2- WHEREAS, CDOT estimates that the total cost of the Project, as originally proposed by it, will be approximately $24 million, but it has indicated that it will only provide $12 million to fund the Project, leaving a $12 million deficit; and WHEREAS, the Urban Design Features planned by the City will add an additional $7 million to the cost of the Project, bringing the total Project cost to $31 million; and WHEREAS, CDOT has asked the City to participate in the Project by funding the $12 million deficit originally identified by CDOT, but the City is only willing to consider funding this deficit if the additional $7 million of Urban Design Features are included in the Project and if the Town of Timnath, Colorado (“Timnath”) and the Property Owners share in funding this $19 million deficit; and WHEREAS, the City has previously entered into an Intergovernmental Agreement dated April 14, 2017, with CDOT in which the City has agreed to contribute $2.25 million in support of CDOT’s project to improve I-25 from Colorado Highway 402 to Colorado Highway 14 (the “CDOT IGA”); and WHEREAS, on January 2, 2018, the City Council adopted Resolution 2018-004 approving an amendment to the CDOT IGA, in which amendment the City has agreed to share in the cost of the Interchange Project as proposed by CDOT and CDOT has agreed to add the Urban Design Features to the Project, which amendment the City and CDOT entered into on January 18, 2018 (the “Amended IGA”); and WHEREAS, the City has also asked Timnath to share in funding the City’s commitment to CDOT under the Amended IGA since Timnath will also experience significant public benefits from the Project; and WHEREAS, the City and Timnath have been negotiating a separate agreement under which Timnath would reimburse the City for up to $2.5 million of the $19 million deficit to be paid over a twenty-year period, thereby leaving a $16.5 million deficit (the “Remaining Deficit”); and WHEREAS, the City and the Property Owners have previously negotiated and entered into that certain “Memorandum of Understanding Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange” dated January 30, 2018, which City Council approved in Resolution 2018-005 on January 2, 2018 (the “MOU”); and WHEREAS, the City and the Property Owners acknowledged in the MOU that while it is not a binding agreement, the parties nevertheless intended to cooperate in good faith to negotiate and enter into a binding agreement under which the parties would agree to equally share in the payment of the Remaining Deficit; and WHEREAS, as so intended in the MOU, City staff and the Property Owners have negotiated in good faith a “Binding Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange” (the “Binding Agreement”); and -3- WHEREAS, the City Council has on this date adopted Resolution 2018-024 approving and authorizing the City’s execution of the Binding Agreement; and WHEREAS, the Property Owners agree in the Binding Agreement to equally share the Remaining Deficit by the Property Owners agreeing to reimburse the City over time their $8.25 million share (“Shared Deficit”) to be reduced by a credit of $500,000 representing the value of the Property Owners’ land that will be dedicated to CDOT without receiving compensation as right of way for the Project (the “ROW Credit”) and a credit of $700,000 representing the transportation capital expansion fees anticipated to be paid to the City under Fort Collins Code Section 7.5-32 related to the future development of the Properties (the “TCEF Credit”); and WHEREAS, after the ROW Credit and the TCEF Credit are applied to the Shared Deficit, the Binding Agreement provides that the Property Owners’ portion of the Shared Deficit will be $7,050,000, plus financing costs (“Owners’ Share”); and WHEREAS, the Binding Agreement further provides that the Owners’ Share will accrue interest at the rate the City incurs in financing its funding obligations to CDOT under the Amended IGA and that this adjusted amount will be paid in twenty annual payments of principal and interest from the Pledged Revenues (as hereinafter defined); and WHEREAS, the Property Owners also agree in the Binding Agreement to record against their respective Properties a covenant imposing a public improvement fee at a rate .75%, net of any administrative fees for collection, to be imposed on all future retail sales on the Properties that are also subject to the City’s sales tax under Article III of City Code Chapter 25, as amended (collectively, the “Interchange PIF Covenant”); and WHEREAS, to pay most of the Owners’ Share, the Binding Agreement contemplates that the Property Owners will organize a metropolitan district under the provisions of Article 1 of Title 32 of the Colorado Revised Statutes (the “Special District Act”); and WHEREAS, on July 15, 2008, the City Council adopted Resolution 2008-069 creating a Policy for Reviewing Proposed Service Plans for Title 32 metropolitan districts (the “City Policy”) setting forth criteria to serve as a guide for Council’s consideration of metropolitan district service plans, but retaining to Council the full discretion and authority regarding the terms and conditions of the service plans it considers and approves; and WHEREAS, the Property Owners have submitted to the City, in accordance with the City Policy, the “Service Plan for I-25/Prospect Interchange Metropolitan District, City of Fort Collins, Colorado” attached as Exhibit “A” and incorporated by reference (the “Service Plan”) to create this metropolitan district (the “Interchange Metro District”); and WHEREAS, the Service Plan proposes the creation of the Interchange Metro District for the sole purpose of paying the Owners’ Share through the Interchange Metro District’s pledge of a combination of a property tax mill levy of not less than 7.5 mills, but not more than 10 mills, on the Properties (“Property Tax”), fees imposed by it on and collected from future development occurring on the Properties (“Project Fees”) and the net revenues from the Interchange PIF Covenant collected by the Interchange Metro District (“PIF Revenues”); and -4- WHEREAS, the Interchange Metro District’s commitment to pledge the Property Tax, the Project Fees and the PIF Revenues (collectively, the “Pledged Revenues”) to the payment of the Owners’ Share is set out in the Capital Pledge Agreement attached as Exhibit “D” to the Service Plan (the “Capital Pledge Agreement”); and WHEREAS, the Interchange Metro District cannot be created under the Special District Act without the City Council approving the Service Plan; and WHEREAS, in accordance with Subsection B of the Review and Approval Process section of the City Policy and Colorado Revised Statutes Section 32-1-204.5, the Property Owners complied with all notification requirements for City Council’s public hearing on the Service Plan as evidenced by the “Certificate of Mailing Notice of Service Plan Hearing” dated February 28, 2018, attached hereto as Exhibit “B” and incorporated herein by reference (the “Notice Requirements”); and WHEREAS, in addition to compliance with the Notice Requirements, the Petitioners published notice of the Public Hearing in the Coloradoan, a newspaper of general circulation within the Interchange Metro District; and WHEREAS, the City Council has reviewed the Service Plan and considered the testimony and evidence presented at a public hearing on March 6, 2018 (the “Public Hearing”); and 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 a 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 Interchange Metro District. 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 that the Service Plan contains, or sufficiently provides for, the items described in Colorado Revised Statutes Section 32-1-202(2), and that: a. There is sufficient existing and projected need for organized service in the area to be serviced by the proposed Interchange Metro District; -5- b. The existing service in the area to be served by the proposed Interchange Metro District is inadequate for present and projected needs; c. The proposed Interchange Metro District is capable of providing economical and sufficient service to the area within their proposed boundaries; and d. The area to be included within the proposed Interchange Metro District has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. Section 4. That 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 Interchange Metro District or the achievability of the desired results. Section 5. That the City Council hereby approves the Service Plan. Section 6. That the City Council’s approval of the Service Plan is not a waiver or a limitation upon any power that the City or the City Council is legally permitted to exercise with respect to the property within the Interchange Metro District. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 6th day of March A.D. 2018. ____________________________________ Mayor ATTEST: ______________________________ City Clerk EXHIBIT A Costs. application of the ROW Credit, the Interchange District shall provide the City and the Owners with the revised Payment Schedule reflecting such ROW Credit. G) The obligation of the Interchange District to pay the Owners' Share as provided herein shall constitute a special and limited obligation of the Interchange District, payable solely from and to the extent of the Pledged Revenues. The Pledged Revenues are hereby pledged by the Interchange District to the City for the payment of the Owners' Share. The Interchange District hereby elects to apply all of the provisions of the Supplemental Act to this Capital Pledge Agreement and the payment obligations hereunder. (k) In no event shall the total or annual obligations of the Interchange District hereunder exceed the maximum amounts permitted under its electoral authority and applicable law. Section 2.04. Imposition of Project Mill Levy; Eligible Operational Costs; Formation (a) In order to fund a portion of the Owners' Share and to pay for Eligible Operational Costs and Formation Costs, the Interchange District agrees to levy on all of the taxable property in such Interchange District, in addition to all other taxes, direct annual taxes for collection in each of the years when this Agreement is in effect, in the amount of the Project Mill Levy. The Pledged Project Mill Levy Revenues shall be included in the Pledged Revenues and applied as provided herein. (b) The Interchange District shall provide the City with an itemization of the Formation Costs incurred by the Interchange District that are to be paid or reimbursed from revenues generated from the Project Mill Levy, in an amount not exceeding$200,000. The City shall have the right to review the Formation Costs to confirm that such costs, fees and expenses qualify as Formation Costs for purposes of this Agreement. Upon receipt of the net revenues generated from the Project Mill Levy, and after the City's confirmation of the Formation Costs, the Interchange District may apply such revenues to the payment or reimbursement of all or any portion of the Formation Costs until such Formation Costs are paid or reimbursed in full. The Interchange District acknowledges and agrees that it shall not receive a credit against the Owners' Share to the extent that it applies revenues from the Project Mill Levy to the payment of all or any portion of the Formation Costs. ( c) The Interchange District shall provide the City with a copy of its proposed budget for the subsequent fiscal year setting forth the amount of administrative and operating expenses budgeted for the Interchange District for the subsequent fiscal year. If a budget amendment is required due to circumstances that could not have been reasonably foreseen at the time the original budget was adopted, the Interchange District shall provide the City with a copy of the proposed budget amendment setting forth the amount of additional administrative and operating expenses anticipated for the applicable year, and the reason for the increase. The City shall have the right to review the budget and any subsequent budget amendment to confirm that the amount so budgeted for administrative and operating expenses is reasonable, and that any amendment to the budget was the result 5 "Election" means the election to be held by the Interchange District on May 8, 2018. "Eligible Operational Costs" means the actual and reasonable operating and administrative expenses incurred by the Interchange District each year in an amount that does not exceed that amount budgeted by the Interchange District for operating and administrative expenses in such year, as such budget may be amended in accordance with the Capital Pledge Agreement. Revenues generated from the Project Mill Levy may be applied by the District to the payment of Eligible Operational Costs and the Interchange District shall receive a credit against the Owners' Share in each year in an amount equal to the Eligible Operational Costs for such year, as further set forth in the Capital Pledge Agreement. "FCIC' means Fort Collins/1-25 Interchange Corner, LLC, a Colorado limited liability Company. "FCIC ParceI'' means the property owned by FCIC and generally described in the MOU. "Formation Costs" means the reasonable and necessary costs, fees and expenses, including attorneys' fees, costs and expenses, incurred by the Owners or the Interchange District in connection with the formation of the Interchange District, including without limitation, drafting and negotiating the service plan for the Interchange District, the preparation of the financing plan attached to the service plan, and the costs of the Election. Formation Costs shall also include the share of the costs of drafting and negotiating the Binding Agreement and the Capital Pledge Agreement that are reasonably related and allocable to the formation of the Interchange District. Formation Costs shall not include the costs incurred in connection with the formation of the Development Districts. Revenues generated from the Project Mill Levy may be applied by the Interchange District to the payment or reimbursement of Formation Costs in an amount not exceeding $200,000 as further set forth in the Capital Pledge Agreement. The Interchange District shall not receive a credit against the Owners' Share in an amount equal to the Formation Costs. "GAP A" means Gateway at P rospect Apartments, LLC, a Colorado limited liability company. "GAPA ParceI'' means the property owned by GAPA and generally described in the MOU. "Interchange Districf' means the 1-25/Prospect Interchange Metropolitan District formed pursuant to the District Act and having boundaries which include all of the Owners' Properties. "Interchange" means the highway interchange currently located at Interstate Highway 1- 25 and Prospect Road in the City. "Interchange District Financing Costs" means the reasonable costs of issuance incurred in connection with the execution and delivery of the Certificates of Participation that are allocable to the financing of the Owners' Share with a portion of the proceeds of the Certificates of Participation, including, without limitation, the fees and expenses of bond counsel, disclosure counsel and counsel to the underwriter, trustee fees and expenses, rating agency fees, insurance premiums, capitalized interest, and similar fees and expenses. If the Certificates of Participation are executed and delivered prior to the ROW Credit being granted, the percentage of costs of 2 1587.0003:884429 CERTIFICATE CONCERNING NOTICES OF PUBLIC HEARING ON SERVICE PLAN IN RE THE ORGANIZATION OF I-25 PROSPECT INTERCHANGE METROPOLITAN DISTRICT, CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO I, Abby Franz, a paralegal at the law firm of White Bear Ankele Tanaka & Waldron Professional Corporation, acting on behalf of I-25 Prospect Interchange Metropolitan District (the “District”), do hereby certify as follows: 1. That the City Council of the City of Fort Collins (the “City Council”) set a public hearing for Tuesday, March 6, 2018 at 6:00 p.m. at the City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado (the “Hearing”), for the purpose of considering the Consolidated Service Plan (the “Service Plan”) for the Districts and to form a basis for adopting a resolution approving, conditionally approving or disapproving the Service Plan; 2. That, pursuant to § 32-1-204.5, C.R.S., and the City of Fort Collins Policy for Reviewing Proposed Service Plans for Title 32 Metropolitan Districts, dated July 9, 2008, the Notice of Public Hearing on Consolidated Service Plan, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference, was sent by U.S. mail on February 14, 2018, more than ten (10) days prior to the Hearing, to the property owners within the proposed Districts as listed on the records of the County Assessor, as set forth on the list attached hereto as Exhibit B and incorporated herein by this reference and; 3. That the Notice of Public Hearing on Consolidated Service Plan was further published on February 12, 2018 in The Coloradoan. A copy of the Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan is attached hereto as Exhibit C and incorporated herein by this reference Signed this 28 th day of February, 2018. By: Abby Franz, Paralegal EXHIBIT A TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Notice of Public Hearing on Consolidated Service Plan for Property Owners) NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A SPECIAL DISTRICT IN RE THE ORGANIZATION OF I-25/PROSPECT INTERCHANGE METROPOLITAN DISTRICT, CITY OF FT. COLLINS, COUNTY OF LARIMER, STATE OF COLORADO NOTICE IS HEREBY GIVEN that, pursuant to § 32-1-204(1), C.R.S., a Service Plan (the “Service Plan”) for the proposed I-25/Prospect Metropolitan District (“District”) has been filed and is available for public inspection in the office of the City Clerk of the City of Ft. Collins. A public hearing on the Service Plan will be held by the City Council of the City of Ft. Collins (the “City Council”) on Tuesday, March 6, 2018, at 6:00 p.m., at City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado, or as soon thereafter as the City Council may hear such matter. The District is a metropolitan district. Public improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed, specifically including related eligible costs for acquisition and administration, as authorized by the Special District Act, except as specifically limited in Section V of the District’s Service Plan to serve the future taxpayers and property owners of the District as determined by the Board of the District in its discretion. The maximum mill levy the District is permitted to impose upon the taxable property within the District for payment of Debt and shall be Ten (10) mills, subject to the limitations set forth in the Service Plan. The proposed district will overlay the four corners of the Prospect/I-25 Intersection. A description of the land contained within the boundaries of the proposed Districts is as follows: Tracts of land located in Sections 15,16, 21, and 22, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, containing approximately 471.428 acres, as further described in the Service Plan. NOTICE IS FURTHER GIVEN that pursuant to § 32-1-203(3.5), C.R.S., any person owning property in the proposed District may request that such property be excluded from the District by submitting such request to the Board of County Commissioners of Larimer County no later than ten days prior to the public hearing. All protests and objections must be submitted in writing to the City Manager at or prior to the public hearing or any continuance or postponement thereof in order to be considered. All protests and objections to the District shall be deemed to be waived unless presented at the time and in the manner specified herein. BY ORDER OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS EXHIBIT B TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Mailing List of Property Owners) Paradigm Properties LLC P.O. Box 3236 Ventura, CA 93006 Colorado State University P.O. Box 483 Fort Collins, CO 80522 Fort Collins/I25 Interchange Corner, LLC 2 N. Cascade Ave., Suite 590 Colorado Springs, CO 80903 CW Subtrust White Eric S C/O AGUR Foundation 4 W. Dry Creek Circle, Suite 100 Littleton, CO 80120 EXHIBIT C TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan) -1- RESOLUTION 2018-026 OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS APPROVING THE CONSOLIDATED SERVICE PLAN FOR THE SW PROSPECT I-25 METROPOLITAN DISTRICT NOS. 1-7 WHEREAS, the interchange at Interstate Highway 25 and Prospect Road (the “Interchange”) is owned by the State of Colorado and operated and maintained by the Colorado Department of Transportation (“CDOT”); and WHEREAS, the Interchange is within the City’s boundaries and adjacent to its four corners are several undeveloped parcels of privately-owned land, which parcels are also within the City’s boundaries; and WHEREAS, Fort Collins/I-25 Interchange Corner, LLC (“FCIC”) is the fee title owner of a parcel of land adjacent to the northwest corner of the Interchange (the “FCIC Parcel”); and WHEREAS, Gateway at Prospect Apartments, LLC (“GAPA”) is the fee title owner of a parcel of land also adjacent to the northwest corner of the Interchange (the “GAPA Parcel”); and WHEREAS, a group of tenants in common (“TIC Owners”) are the fee title owners of the three parcels of land adjacent to the northeast corner of the Interchange (the “TIC Owners Parcels”); and WHEREAS, Paradigm Properties LLC (“Paradigm”) is the fee title owner of the two parcels of land adjacent to the southeast corner of the Interchange (the “Paradigm Parcels”); and WHEREAS, the Colorado State University Research Foundation (“CSURF”) is the fee title owner of the two parcels of land adjacent to the southwest corner of the Interchange (the “CSURF Parcels”); and WHEREAS, FCIC, GAPA, the TIC Owners, Paradigm and CSURF are hereafter collectively referred to as the “Property Owners” and the FCIC Parcel, GAPA Parcel, the TIC Owners Parcels, Paradigm Parcels and CSURF Parcels are hereafter collectively referred to as the “Properties”; and WHEREAS, CDOT has notified the City that it is planning a project to significantly modify and improve the Interchange by reconstructing its ramps and bridge and by reconstructing Prospect Road to a configuration with four through lanes, a raised median, left turn lanes and pedestrian and bicycle facilities, and CDOT is expected to begin construction of this project after July 1, 2018 (the “Project”); and WHEREAS, the Project will also include certain urban design improvements requested by the City that are typically required under the City’s development standards (the “Urban Design Features”); and WHEREAS, the Project and the Urban Design Features will provide significant public benefits to the City and its residents, and they will benefit the Property Owners by materially increasing the value of their Properties; and -2- WHEREAS, CDOT estimates that the total cost of the Project, as originally proposed by it, will be approximately $24 million, but it has indicated that it will only provide $12 million to fund the Project, leaving a $12 million deficit; and WHEREAS, the Urban Design Features planned by the City will add an additional $7 million to the cost of the Project, bringing the total Project cost to $31 million; and WHEREAS, CDOT has asked the City to participate in the Project by funding the $12 million deficit originally identified by CDOT, but the City is only willing to consider funding this deficit if the additional $7 million of Urban Design Features are included in the Project and if the Town of Timnath, Colorado (“Timnath”) and the Property Owners share in funding this $19 million deficit; and WHEREAS, the City has previously entered into an Intergovernmental Agreement dated April 14, 2017, with CDOT in which the City has agreed to contribute $2.25 million in support of CDOT’s project to improve I-25 from Colorado Highway 402 to Colorado Highway 14 (the “CDOT IGA”); and WHEREAS, on January 2, 2018, the City Council adopted Resolution 2018-004 approving an amendment to the CDOT IGA, in which amendment the City has agreed to share in the cost of the Interchange Project as proposed by CDOT and CDOT has agreed to add the Urban Design Features to the Project, which amendment the City and CDOT entered into on January 18, 2018 (the “Amended IGA”); and WHEREAS, the City has also asked Timnath to share in funding the City’s commitment to CDOT under the Amended IGA since Timnath will also experience significant public benefits from the Project; and WHEREAS, the City and Timnath have been negotiating a separate agreement under which Timnath would reimburse the City for up to $2.5 million of the $19 million deficit to be paid over a twenty-year period, thereby leaving a $16.5 million deficit (the “Remaining Deficit”); and WHEREAS, the City and the Property Owners have previously negotiated and entered into that certain “Memorandum of Understanding Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange” dated January 30, 2018, which City Council approved in Resolution 2018-005 on January 2, 2018 (the “MOU”); and WHEREAS, the City and the Property Owners acknowledged in the MOU that while it is not a binding agreement, the parties nevertheless intended to cooperate in good faith to negotiate and enter into a binding agreement under which the parties would agree to equally share in the payment of the Remaining Deficit; and WHEREAS, as so intended in the MOU, City staff and the Property Owners have negotiated in good faith a “Binding Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange” (the “Binding Agreement”); and -3- WHEREAS, the City Council has on this date adopted Resolution 2018-024 approving and authorizing the City’s execution of the Binding Agreement; and WHEREAS, the Property Owners agree in the Binding Agreement to equally share the Remaining Deficit by the Property Owners agreeing to reimburse the City over time their $8.25 million share (“Shared Deficit”) to be reduced by a credit of $500,000 representing the value of the Property Owners’ land that will be dedicated to CDOT without receiving compensation as right of way for the Project (the “ROW Credit”) and a credit of $700,000 representing the transportation capital expansion fees anticipated to be paid to the City under Fort Collins Code Section 7.5-32 related to the future development of the Properties (the “TCEF Credit”); and WHEREAS, after the ROW Credit and the TCEF Credit are applied to the Shared Deficit, the Binding Agreement provides that the Property Owners’ portion of the Shared Deficit will be $7,050,000, plus financing costs (“Owners’ Share”); and WHEREAS, the Binding Agreement further provides that the Owners’ Share will accrue interest at the rate the City incurs in financing its funding obligations to CDOT under the Amended IGA and that this adjusted amount will be paid in twenty annual payments of principal and interest from the Pledged Revenues (as hereinafter defined); and WHEREAS, the Property Owners also agree in the Binding Agreement to record against their respective Properties a covenant imposing a public improvement fee at a rate .75%, net of any administrative fees for collection, to be imposed on all future retail sales on the Properties that are also subject to the City’s sales tax under Article III of City Code Chapter 25, as amended (collectively, the “Interchange PIF Covenant”); and WHEREAS, to pay the Owners’ Share, the Binding Agreement contemplates that the Property Owners will organize a metropolitan district under the provisions of Article 1 of Title 32 of the Colorado Revised Statutes (the “Special District Act”); and WHEREAS, on July 15, 2008, the City Council adopted Resolution 2008-069 creating a Policy for Reviewing Proposed Service Plans for Title 32 metropolitan districts (the “City Policy”) setting forth criteria to serve as a guide for Council’s consideration of metropolitan district service plans, but retaining to Council the full discretion and authority regarding the terms and conditions of the service plans it considers and approves; and WHEREAS, the Property Owners have submitted to the City, in accordance with the City Policy, the “Service Plan for I-25/Prospect Interchange Metropolitan District, City of Fort Collins, Colorado” (the “Interchange Service Plan”) to create this metropolitan district (the “Interchange Metro District”); and WHEREAS, the Interchange Service Plan proposes the creation of the Interchange Metro District for the sole purpose of paying the Owners’ Share through the Interchange Metro District’s pledge of a combination of a property tax mill levy of not less than 7.5 mills, but not more than 10 mills, on the Properties (“Property Tax”), fees imposed by it on and collected from future development occurring on the Properties (“Project Fees”) and the net revenues from the Interchange PIF Covenant collected by the Interchange Metro District (“PIF Revenues”); and -4- WHEREAS, the Interchange Metro District’s commitment to pledge the Property Tax, the Project Fees and the PIF Revenues (collectively, the “Pledged Revenues”) to the payment of the Owners’ Share is set out in the Capital Pledge Agreement attached as Exhibit “D” to the Interchange Service Plan (the “Capital Pledge Agreement”); and WHEREAS, as anticipated in the MOU, four of the Property Owners also wish to form other metropolitan districts under the District Act to use to construct and fund some or all of the basic public infrastructure needed in the future development of their individual Properties, whether such development is commercial or residential, and for maintenance of such infrastructure and for all other purposes allowed by the District Act and the approved service plans (the “Development Metro Districts”); and WHEREAS, the Interchange Metro District and the Development Metro Districts shall be collectively referred to as the “Metro Districts”; and WHEREAS, the Metro Districts cannot be created under the District Act without the City Council approving a service plan for each of the Metro Districts (collectively, “Service Plans”) which, together with the District Act, will govern the operation of the Metro Districts and their authority to impose, collect, spend and pledge property taxes and fees, issue debt, and they will delineate the type of basic public infrastructure and services the Metro Districts will be authorized to provide and how the Metro Districts will cooperate with each other, the City and the Property Owners to fund regional and local infrastructure; and WHEREAS, the Binding Agreement contemplates that if all of the Service Plans are not approved by Council, that the Interchange Metro District will not enter into the Capital Pledge Agreement and the Property Owners will not record the Interchange PIF Covenant, however the Binding Agreement also contemplates that the Development Districts will be unable to impose any fees or property tax mill levy or issue any debt unless the Interchange Metro District conducts a TABOR election on May 8, 2018, in accordance with Article X, Section 20 of the Colorado Constitution, that authorizes the Interchange Metro District’s Property Tax and the Capital Pledge Agreement, the Interchange Metro District enters into the Capital Pledge Agreement, and the Property Owners record the PIF Covenant against all of their respective Properties; and WHEREAS, CSURF, as the owner of the CSURF Parcels, has submitted to the City, in accordance with the City Policy, the “Consolidated Service Plan for SW Prospect I-25 Metropolitan District Nos. 1-7” attached hereto as Exhibit “A” and incorporated herein by reference (the “SW Prospect I-25 Service Plan”); and WHEREAS, in accordance with Subsection B of the Review and Approval Process section of the City Policy and Colorado Revised Statutes Section 32-1-204.5, CSURF has complied with all notification requirements for City Council’s public hearing on the SW Prospect I-25 Service Plan as evidenced by the “Certificate of Mailing Notice of Service Plan Hearing” dated February 28, 2018, attached hereto as Exhibit “B” and incorporated herein by reference (the “Notice Requirements”); and -5- WHEREAS, in addition to compliance with the Notice Requirements, CSURF has caused to be published a notice of the Public Hearing in the Coloradoan, a newspaper of general circulation within the boundaries of the proposed SW Prospect I-25 Metropolitan District Nos. 1- 7 (the “SW Prospect I-25 Metro Districts”); and WHEREAS, the City Council has reviewed the SW Prospect I-25 Service Plan and considered the testimony and evidence presented at a public hearing on March 6, 2018 (the “Public Hearing”); and 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 a resolution of the governing body of the municipality within which the proposed district lies; and WHEREAS, the City Council wishes to approve the SW Prospect I-25 Service Plan. 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 SW Prospect I-25 Service Plan. Section 3. That the City Council hereby finds that the SW Prospect I-25 Service Plan contains, or sufficiently provides for, the items described in Colorado Revised Statutes Section 32-1-202(2), and that: a. There is sufficient existing and projected need for organized service in the area to be serviced by the proposed SW Prospect I-25 Metro Districts; b. The existing service in the area to be served by the proposed SW Prospect I-25 Metro Districts is inadequate for present and projected needs; c. The proposed SW Prospect I-25 Metro Districts are capable of providing economical and sufficient service to the area within their proposed boundaries; and d. The area to be included within the proposed SW Prospect I-25 Metro Districts has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. Section 4. That the City Council’s findings are based solely upon the evidence in the SW Prospect I-25 Service Plan as presented at the Public Hearing and the City has not conducted -6- any independent investigation of the evidence. The City makes no guarantee as to the financial viability of the SW Prospect I-25 Metro Districts or the achievability of the desired results. Section 5. That the City Council hereby approves the SW Prospect I-25 Service Plan. Section 6. That the City Council’s approval of the SW Prospect I-25 Service Plan is not a waiver or a limitation upon any power that the City or the City Council is legally permitted to exercise with respect to the property within the SW Prospect I-25 Metro Districts. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 6th day of March A.D. 2018. ____________________________________ Mayor ATTEST: ______________________________ City Clerk CONSOLIDATED SERVICE PLAN FOR SW PROSPECT I25 METROPOLITAN DISTRICT NOS. 1-7 CITY OF FORT COLLINS, COLORADO Prepared by: White Bear Ankele Tanaka & Waldron, Professional Corporation 748 Whalers Way, Suite 210 Fort Collins, Colorado 80525 March 6, 2018 EXHIBIT A i TABLE OF CONTENTS I. INTRODUCTION .............................................................................................................. 1 A. Purpose and Intent................................................................................................... 1 B. Need for the Districts. ............................................................................................. 2 C. Objective of the City Regarding Districts’ Service Plan. ....................................... 2 II. DEFINITIONS .................................................................................................................... 3 III. BOUNDARIES ................................................................................................................... 6 IV. PROPOSED LAND USE AND ASSESSED VALUATION ............................................. 6 V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES ....... 7 A. Powers of the Districts and Service Plan Amendment. .......................................... 7 1. Operations and Maintenance....................................................................... 7 2. Development Standards. ............................................................................. 7 3. Privately Placed Debt Limitation. ............................................................... 7 4. Inclusion and Exclusion Limitation. ........................................................... 8 5. Maximum Debt Authorization. ................................................................... 8 6. Monies from Other Governmental Sources. ............................................... 8 7. Consolidation Limitation. ........................................................................... 8 8. Eminent Domain Limitation. ...................................................................... 8 9. Service Plan Amendment Requirement. ..................................................... 9 B. Infrastructure Preliminary Development Plan. ....................................................... 9 VI. FINANCIAL PLAN.......................................................................................................... 10 A. General. ................................................................................................................. 10 B. Maximum Voted Interest Rate and Maximum Underwriting Discount. .............. 11 C. Maximum Mill Levies. ......................................................................................... 11 D. Debt Issuance and Maturity. ................................................................................. 12 E. Security for Debt. .................................................................................................. 12 F. TABOR Compliance. ............................................................................................ 12 G. Districts’ Operating Costs. .................................................................................... 12 H. Elections. ............................................................................................................... 13 VII. ANNUAL REPORT ......................................................................................................... 13 A. General. ................................................................................................................. 13 B. Reporting of Significant Events. ........................................................................... 13 VIII. DISSOLUTION ................................................................................................................ 14 IX. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND EXTRATERRITORIAL SERVICE AGREEMENTS ..................................................... 14 X. MATERIAL MODIFICATIONS ..................................................................................... 14 XI. SANCTIONS .................................................................................................................... 15 1596.0003; 871224 ii XII. INTERGOVERNMENTAL AGREEMENT WITH CITY .............................................. 16 XIII. CONCLUSION ................................................................................................................. 16 XIV. RESOLUTION OF APPROVAL ..................................................................................... 16 1596.0003; 871224 iii LIST OF EXHIBITS EXHIBIT A-1 Legal Description of Project Area Boundaries EXHIBIT A-2 Legal Description of District No. 1 EXHIBIT A-3 Legal Description of District No. 2 EXHIBIT A-4 Legal Description of District No. 3 EXHIBIT A-5 Legal Description of District No. 4 EXHIBIT A-6 Legal Description of District No. 5 EXHIBIT A-7 Legal Description of District No. 6 EXHIBIT A-8 Legal Description of District No. 7 EXHIBIT B-1 Project Area Boundary Map EXHIBIT B-2 District No. 1 Boundary Map EXHIBIT B-3 District Nos. 2-7 Boundary Map EXHIBIT B-4 District Nos. 1-7 Estimated Future Boundary Map EXHIBIT C Vicinity Map EXHIBIT D Infrastructure Preliminary Development Plan EXHIBIT E Financial Plan EXHIBIT F Intergovernmental Agreement 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. Except as may otherwise be provided for by State or local law or this Service Plan, the Districts’ activities are subject to review by the City only insofar as they may deviate in a material manner from the requirements of this Service Plan. The Districts are needed to provide Public Improvements to the Project for the benefit of property owners within the Districts and other local development and will result in enhanced benefits to existing and future business owners and/or residents of the City. The primary purpose of the Districts will be to finance the construction of these Public Improvements. The Districts are being organized under a multiple-district structure. As the Project is anticipated to be built over an extended period of time, this will allow for a phased absorption of the Project and corresponding Public Improvements. Additionally, such structure assures proper coordination of the powers and authorities of the independent Districts and avoids confusion regarding the separate, but coordinated, purposes of the Districts that could arise if separate service plans were used. Under such structure, District No. 7, as the service district, is responsible for managing the construction and operation of the facilities and improvements needed for the Project. District No. 1, District No. 2, District No. 3, District No. 4, District No. 5 and District No. 6, as the financing districts, are responsible for providing the funding and tax base needed to support the Financial Plan for capital improvements. The continued operation of District No. 7, as the service district which owns and operates the public facilities throughout the Project, and the continued operation of District No. 1, District No. 2, District No. 3, District No. 4, District No. 5 and District No. 6, as the financing districts that will generate the tax revenue sufficient to pay the costs of the capital improvements, creates several benefits. These benefits include, inter alia: (1) coordinated administration of construction and operation of Public Improvements, and delivery of those improvements in a timely manner; (2) maintenance of equitable mill levies and reasonable tax burdens on all areas of the Project through proper management of the financing and operation of the Public Improvements; and (3) assured compliance with state laws regarding taxation in a manner which permits the issuance of tax exempt Debt at the most favorable interest rates possible. Currently, development of the Project is anticipated to proceed in phases. Each phase will require the extension of public services and facilities. The multiple district structure will assure that the construction and operation of each phase is primarily administered by a single board of directors consistent with a long-term construction and operations program. Use of District No. 7 as the entity responsible for construction of each phase of the Public Improvements and for management of operations will facilitate a well-planned financing effort through all phases of construction and will assist in assuring coordinated extension of services. The multiple district structure will also help assure that Public Improvements will be provided when they are needed, and not sooner. Appropriate development agreements between District No. 7 and the Property Owners of the Project will allow the postponement of financing for improvements which may not be needed until well into the future, thereby helping property owners avoid the long-term carrying costs associated with financing improvements too early. This, in turn, 1596.0003; 871224 2 allows the full costs of Public Improvements to be allocated over the full build-out of the Project and helps avoid disproportionate cost burdens being imposed on the early phases of development. Allocation of the responsibility for paying Debt for Public Improvements and capital costs will be managed through development of a unified financing plan for those improvements and through development of an integrated operating plan for long-term operations and maintenance. Use of District No. 7 as the service district, to manage these functions, will help assure that the phasing of the Public Improvements will occur as logical and necessary as to conform to development plans approved by the City and will help maintain reasonably uniform mill levies and fee structures throughout the coordinated construction, installation, acquisition, financing and operation of Public Improvements throughout the Project. Intergovernmental agreements among the Districts will assure that the roles and responsibilities of each District are clear in this coordinated development and financing 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, at this time, can financially 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 the Service Plan for the Districts 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. The Districts project to issue a total of One Hundred and Three Million Five Hundred Thousand Dollars ($103,500,000). All Debt is projected to be repaid by the imposition of a Debt Service Mill Levy not to exceed Eighty (80) Mills minus the Overlay District Debt Service Mill Levy, which is in turn not to exceed Ten (10) Mills, subject to adjustment as set forth in the service plan of the Overlay District. The combined Debt Service Mill Levy, Operations and Maintenance Mill Levy and Overlay District Debt Service Mill Levy shall under no circumstances exceed the Maximum Mill Levy described in Section VI.C. In no event shall the Debt Service Mill Levy exceed the Maximum Mill Levy as described in Section VI.C. herein. The City shall, under no circumstances, be responsible for the Debts of the Districts and the City’s approval of this Service Plan shall in no way be interpreted as an agreement, whether tacit or otherwise, to be financially responsible for the Debts of the Districts or the construction of Public Improvements. This Service Plan is intended to establish a limited purpose for the Districts and explicit financial constraints that are not to be violated under any circumstances. The primary purpose is to provide for the Public Improvements associated with the Project and regional improvements as necessary. Ongoing operational and maintenance activities are allowed as addressed in this Service Plan to the extent that the Districts have sufficiently demonstrated that such operations and maintenance functions are in the best interest of the City and the existing and future taxpayers of the Districts. As further detailed in Section VI.C. herein, the aggregate of the 1596.0003; 871224 3 Debt Service Mill Levy, Operations and Maintenance Mill Levy and Overlay District Debt Service Mill Levy shall not exceed the Maximum Mill Levy. 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. However, if the Districts have authorized operation and maintenance functions under this Service Plan, or if by agreement with the City it is desired that the Districts shall continue to exist, then the Districts shall not dissolve but shall retain the power necessary to impose and collect taxes or fees to pay for costs associated with said operations and maintenance functions and/or to perform agreements with the City. The Districts shall be authorized to finance the Public Improvements that can be funded from Debt to be repaid from tax revenues collected from a mill levy which shall not exceed the Maximum Mill Levy and which shall not exceed the Maximum Debt Authorization and Maximum Debt Maturity Term. II. DEFINITIONS In this Service Plan, the following terms which appear in a capitalized format herein shall have the meanings indicated below, unless the context hereof clearly requires otherwise: Approved Development Plan: means a development plan or other process established by the City (including but not limited to approval of a final plat or PUD by the City Council) for identifying, among other things, Public Improvements necessary for facilitating development of property within the Service Area as approved by the City pursuant to the City Code and as amended pursuant to the City Code from time to time. Binding Agreement: means the Binding Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange, by and among the City and the Property Owner, among others. Board or Boards: means the Board of Directors of any 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, and other legally available revenue. Such terms do not include intergovernmental agreements pledging the collection and payment of property taxes in connection with a service district and taxing district(s) structure, if applicable, and other contracts through which a District procures or provides services or tangible property. Capital Pledge Agreement: means the Capital Pledge Agreement between the City and the Overlay District implementing the terms and provisions of the Binding Agreement. City: means the City of Fort Collins, Colorado. 1596.0003; 871224 4 City Council: means the City Council of the City of Fort Collins, Colorado. Any provision in this Agreement requiring City Council approval shall be deemed to be exercised by City Council in its sole discretion. Debt Service Mill Levy: means the mill levy the Districts project to impose for payment of Debt as set forth in the Financial Plan and Section VI. below. District: means SW Prospect I25 Metropolitan District No. 1, SW Prospect I25 Metropolitan District No. 2, SW Prospect I25 Metropolitan District No. 3, SW Prospect I25 Metropolitan District No. 4, v, SW Prospect I25 Metropolitan District No. 5, SW Prospect I25 Metropolitan District No. 6 or SW Prospect I25 Metropolitan District No. 7, individually. District No. 1: means SW Prospect I25 Metropolitan District No. 1. District No. 2: means SW Prospect I25 Metropolitan District No. 2. District No. 3: means SW Prospect I25 Metropolitan District No. 3. District No. 4: means SW Prospect I25 Metropolitan District No. 4. District No. 5: means SW Prospect I25 Metropolitan District No. 5. District No. 6: means SW Prospect I25 Metropolitan District No. 6. District No. 7: means SW Prospect I25 Metropolitan District No. 7. Districts: means SW Prospect Metropolitan District No. 1, SW Prospect Metropolitan District No. 2, SW Prospect Metropolitan District No. 3, SW Prospect Metropolitan District No. 4, SW Prospect Metropolitan District No. 5, SW Prospect Metropolitan District No. 6 or SW Prospect Metropolitan District No. 7, collectively. District Organization Date: means the date the order and decree issued by the Larimer County District Court as required by law for the District or Districts is recorded with the Larimer County Clerk and Recorder. 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. Financial Plan: means the Financial Plan described in Section VI which is prepared by an External Financial Advisor in accordance with the requirements of the City Code 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 for the first budget year through the year in which all District Debt is expected to be defeased or paid in the ordinary course. 1596.0003; 871224 5 In the event the Financial Plan is not prepared by an External Financial Advisor, the Financial Plan is accompanied by a letter of support from an External Financial Advisor. This Financial Plan is intended to represent only one example of debt issuance and financing structure of the Districts, any variations or adjustments in the timing or implementation thereof shall not be interpreted as material modifications to this Service Plan. Infrastructure Preliminary Development Plan: means the Infrastructure Preliminary Development Plan as described in Section V.B. which includes: (a) a preliminary list of the Public Improvements to be developed by the Districts; (b) an estimate of the cost of the Public Improvements; and (c) the map or maps showing the approximate location(s) of the Public Improvements. The Districts’ implementation of this Infrastructure Preliminary Development Plan is subject to change conditioned upon various external factors including, but not limited to, site conditions, engineering requirements, City, county or state requirements, land use conditions, market conditions, and zoning limitations. Intergovernmental Agreement: means the intergovernmental agreement between the Districts and the City, a form of which is attached hereto as Exhibit F. The Intergovernmental Agreement may be amended from time to time by the applicable District and the City. Maximum Mill Levy: means the maximum mill levy each of the Districts is permitted to impose under this Service Plan for payment of Debt and administration, operations, and maintenance expenses as set forth in Section VI.C. below. Maximum Debt Authorization: means the total Debt the Districts are permitted to issue as set forth in Section V.A.5 and supported by the Financial Plan. Maximum Debt Maturity Term: means the maximum term for repayment in full of a specific District Debt issuance as set forth in Section VI.D. below. Operations and Maintenance Mill Levy: means the mill levy the Districts project to impose for payment of administration, operations, and maintenance costs as set forth in the Financial Plan and Section VI. below. Overlay District: means the I-25/Prospect Interchange Metropolitan District. Overlay District Debt Service Mill Levy: means the mill levy the Overlay District imposes under its service plan for payment of its debt. Project: means the development or property commonly referred to as Colorado State University Research Foundation Prospect/I25 Site. Project Area Boundaries: means the boundaries of the area described in the Project Area Boundary Map and the legal description attached hereto as Exhibit A-1. Project Area Boundary Map: means the map attached hereto as Exhibit B-1, describing the overall property that incorporates the Project. 1596.0003; 871224 6 Property Owner: means Colorado State University Research Foundation, a Colorado nonprofit corporation, its agents or assigns. Public Improvements: means a part or all of the improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed as generally described in the Special District Act, except as specifically limited in Section V below to serve the future taxpayers and property owners of the Service Area as determined by the Board of the Districts. Service Area: means the property within the Project Area Boundary Map after such property has been included within the Districts. Service Plan: means this service plan for the Districts approved by the City Council. Service Plan Amendment: means an amendment to the Service Plan approved by the City Council in accordance with applicable state law and this Service Plan. Special District Act or “Act”: means Article 1 of Title 32 of the Colorado Revised Statutes, as amended from time to time. State: means the State of Colorado. Vicinity Map: means a map of the regional area surrounding the Project. III. BOUNDARIES The Project Area Boundaries includes approximately One Hundred Forty Two (142) acres. A legal description of the Project Area Boundaries is attached as Exhibit A-1. The Project Area Boundaries are divided into seven (7) separate and distinct Districts (District No. 1, District No. 2, District No. 3, District No. 4, District No. 5, District No. 6 and District No. 7), legal descriptions for which are attached hereto as Exhibits A-2, A-3, A-4, A-5, A-6, A-7 and A-8, respectively. A Project Area Boundary Map is attached hereto as Exhibit B-1, a map of District No. 1 is included as Exhibit B-2, a map of District Nos. 2-7 is included as Exhibit B-3, and an estimated future boundary map of the Districts is included as Exhibit B-4. Finally, a Vicinity Map is attached hereto as Exhibit C. It is anticipated that the Districts’ Boundaries may change from time to time as they undergo inclusions and exclusions pursuant to Section 32-1-401, et seq., C.R.S., and Section 32- 1-501, et seq., C.R.S., subject to the limitations set forth in Article V below. IV. PROPOSED LAND USE AND ASSESSED VALUATION The Service Area consists of approximately One Hundred Forty Two (142) acres of planned mixed use land. The current assessed valuation of the Service Area is approximately One Hundred Fifty Thousand Dollars ($150,000) and, at build out, is expected to be Two Hundred and Twenty Seven Million Dollars ($227,000,000). This amount is expected to be sufficient to reasonably discharge the Debt as demonstrated in the Financial Plan. Approval of this Service Plan by the City does not imply approval of the development of a specific area within the Districts, nor does it imply approval of the total site/floor area of 1596.0003; 871224 7 commercial buildings or space which may be identified in this Service Plan or any of the exhibits attached thereto or any of the Public Improvements, unless the same is contained within an Approved Development Plan. V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES A. Powers of the Districts and Service Plan Amendment. The Districts shall have the power and authority to acquire, construct and install the Public Improvements within and without the boundaries of the Districts as such power and authority is described in the Special District Act, and other applicable statutes, common law and the State Constitution, subject to the limitations set forth herein. If, after the Service Plan is approved, the State Legislature includes additional powers or grants new or broader powers for Title 32 districts by amendment of the Special District Act or otherwise, any or all such powers shall be deemed to be a part hereof and available to or exercised by the Districts upon prior resolution approval of the City Council concerning the exercise of such powers. Such approval by the City Council shall not constitute a material modification of this Service Plan. 1. Operations and Maintenance. The 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 applicable provisions of the City Code. Additionally, the Districts shall be authorized to operate and maintain any part or all of the Public Improvements until such time that the Districts dissolve. 2. Development Standards. The Districts will ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the City and of other governmental entities having proper jurisdiction, as applicable. The Districts directly or indirectly through the Property Owners or 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, 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 when the Districts have obtained funds, through bond issuance or otherwise, adequate to insure the construction of the Public Improvements. 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. 3. Privately Placed Debt Limitation. Prior to the issuance of any privately placed Debt, a District 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. 1596.0003; 871224 8 We [I] certify that (1) the net effective interest rate (calculated as defined in Section 32-1-103(12), C.R.S.) to be borne by the District for the [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. 4. Inclusion and Exclusion Limitation. The Districts shall be entitled to include within their boundaries any property within the Project Area Boundaries without prior approval of the City Council. The Districts shall also be entitled to exclude from their boundaries any property within the Project Area Boundaries so far as, within a reasonable time thereafter, the property is included within the boundaries of another District, and upon compliance with the provisions of the Special District Act. All other inclusions or exclusions shall require the prior resolution approval of the City Council and, if approved, shall not constitute a material modification of this Service Plan. 5. Maximum Debt Authorization. The Districts anticipate approximately Eighty Eight Million One Hundred Thirty-One Thousand One Hundred Fifty Four Dollars ($88,131,154) in project costs in 2018 dollars as set forth in Exhibit D, and anticipate issuing approximately One Hundred and Three Million Five Hundred Thousand Dollars ($103,500,000) (the “Maximum Debt Authorization”) in Debt to pay such costs as set forth in Exhibit E. The Districts shall not issue Debt in amounts in excess of the Maximum Debt Authorization. The Districts must seek prior resolution approval by the City Council to issue Debt in excess of the Maximum Debt Authorization to pay the actual costs of the Public Improvements set forth in Exhibit D plus inflation, contingencies and other unforeseen expenses associated with such Public Improvements. Such approval by the City Council shall not constitute a material modification of this Service Plan so long as increases are reasonably related to the Public Improvements set forth in Exhibit D and any Approved Development Plan. 6. Monies from Other Governmental Sources. The Districts shall not apply for or accept Conservation Trust Funds, Great Outdoors Colorado Funds, or other funds available from or through governmental or non-profit entities for which the City is eligible to apply for, except pursuant to an intergovernmental agreement with the City. This Section shall not apply to specific ownership taxes which shall be distributed to and a revenue source for the Districts without any limitation. 7. Consolidation Limitation. The Districts shall not file a request with any Court to consolidate with another Title 32 district without the prior resolution approval of the City Council unless such consolidation is among the Districts themselves, which shall not require approval of the City Council. 8. Eminent Domain Limitation. The Districts shall not exercise their statutory power of eminent domain without first obtaining resolution approval from the City Council. This restriction on the Eminent Domain power by the Districts is being exercised voluntarily and shall 1596.0003; 871224 9 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 of Colorado as allowed by the Special District Act. 9. Service Plan Amendment Requirement. This Service Plan is general in nature and does not include specific detail in some instances because development plans have not been finalized. The Service Plan has been designed with sufficient flexibility to enable the Districts to provide required services and facilities under evolving circumstances without the need for numerous amendments. Modification of the general types of services 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 Plan(s) for the Project. The Districts shall be independent units of local government, separate and distinct from the City, and their activities are subject to review by the City only insofar as they may deviate in a material manner from the requirements of the Service Plan. Any action of a District which: (1) violates the limitations set forth in this Section V.A. or (2) violates the limitations set forth in Section VI. below, shall be deemed to be a material modification to this Service Plan unless otherwise agreed by the City as provided for in Section X of this Service Plan or unless otherwise expressly provided herein. 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, unless otherwise expressly provided herein. No District may amend this Service Plan in a manner which materially affects any other District, in such other District’s sole discretion, without such other District’s written consent. B. Infrastructure Preliminary Development Plan. The Districts shall have authority to provide for the planning, design, acquisition, construction, installation, relocation, redevelopment, maintenance, and financing of the Public Improvements within and without the boundaries of the Districts, to be more specifically defined in an Approved Development Plan. The Infrastructure Preliminary Development Plan, including: (1) a list of the Public Improvements to be developed by the Districts; (2) an estimate of the cost of the Public Improvements; and (3) maps showing the approximate locations of the Public Improvements is attached hereto as Exhibit D and is hereby deemed to constitute the preliminary engineering or architectural survey required by Section 32-1-202(2)(c), C.R.S. The maps contained in the Infrastructure Preliminary Development Plan are also available in size and scale approved by the City’s planning department. As shown in the Infrastructure Preliminary Development Plan, the estimated cost of the Public Improvements which may be planned for, designed, acquired, constructed, installed, relocated, redeveloped, maintained or financed by the Districts is approximately Eighty Eight Million One Hundred Thirty-One Thousand One Hundred Fifty Four Dollars ($88,131,154). The Districts shall be permitted to allocate costs between such categories of the Public Improvements as deemed necessary in their discretion. All of the Public Improvements described herein will be designed in such a way as to assure that the Public Improvements standards will be consistent with or exceed the standards 1596.0003; 871224 10 of the City and shall be in accordance with the requirements of the Approved Development Plan. All descriptions of the Public Improvements to be constructed, and their related costs, are estimates only and are subject to modification as engineering, development plans, economics, the City’s requirements, and construction scheduling may require. Upon approval of this Service Plan, the Districts will continue to develop and refine the Infrastructure Preliminary Development Plan and prepare for issuance of Debt. All cost estimates will be inflated to then-current dollars at the time of the issuance of Debt and construction. All construction cost estimates contained in the Infrastructure Preliminary Development Plan assume construction to applicable local, State or Federal requirements. Changes in the Public Improvements, Infrastructure Preliminary Development Plan, or costs, which are approved by the City in an Approved Development Plan, shall not constitute a material modification of this Service Plan. Additionally, due to the preliminary nature of the Infrastructure Preliminary Development Plan, the City shall not be bound by the Infrastructure Preliminary Development Plan in reviewing and approving the Approved Development Plan and the Approved Development Plan shall supersede the Infrastructure Preliminary Development Plan. VI. FINANCIAL PLAN A. General. The Districts shall be authorized to provide for the planning, design, acquisition, construction, installation, relocation and/or redevelopment of the Public Improvements from their revenues and by and through the proceeds of Debt to be issued by the Districts, subject to the limitations contained herein. The Financial Plan for the Districts shall be to issue no more Debt than the Districts can reasonably pay within Thirty (30) years for each series of Debt from revenues derived from the Debt Service Mill Levy and other revenue sources authorized by law. The Financial Plan for the Districts projects the need for a Debt Service Mill Levy of no greater than Fifty (50) Mills. The Financial Plan further provides for the Districts’ administrative and operations and maintenance activities through the imposition of an Operations and Maintenance Mill Levy of no greater than Twenty (20) Mills. The total Debt that the Districts shall be permitted to issue shall not exceed the Maximum Debt Authorization; provided, however, that Debt issued to refund outstanding Debt of the Districts, including Debt issued to refund Debt owed to the Property Owners of the Project pursuant to a reimbursement agreement or other agreement, shall not count against the Maximum Debt Authorization so long as such refunding Debt does not result in a net present value increase. Subject to the limitations contained herein, District Debt shall be issued on a schedule and in such year or years as the Districts determine shall meet the needs of the Financial Plan referenced above and phased to serve the Project as it occurs. All Bonds and other Debt issued by the Districts may be payable from any and all legally available revenues of the Districts, including general ad valorem taxes to be imposed upon all taxable property within the Districts. The Districts may also rely upon various other revenue sources authorized by law. These will include the power to impose development fees, rates, tolls, penalties, or charges as provided in Section 32-1-1001(1), C.R.S., as amended from time to time. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to impose any fees, rates, tolls or charges for any purpose unless 1596.0003; 871224 11 and until (a) the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. The Maximum Debt Authorization, Debt Service Mill Levy, Operations, Maintenance Mill Levy, and all other financial projections and estimates contained in this Service Plan are supported by the Financial Plan (Exhibit E) prepared by an External Financial Advisor, D.A. Davidson and Co. The Financial Plan is based on economic, political and industry conditions as they exist presently 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 Districts’ goals and objectives but rather a representation of one feasible alternative. Other financial structures may be used so long as the Maximum Debt Authorization and Maximum Mill Levy are not exceeded. Notwithstanding the foregoing, D.A. Davidson and Co. shall not be considered a financial advisor or municipal advisor with regard to any Debt issuance by the Districts. B. Maximum Voted Interest Rate and Maximum 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 is not permitted to exceed Twelve Percent (12%). The maximum underwriting discount will be Three Percent (3%). Debt, when issued, will comply with all relevant requirements of this Service Plan, State law and Federal law as then applicable to the issuance of public securities. C. Maximum Mill Levies. The Maximum Mill Levy shall be the maximum mill levy each District is permitted to impose upon the taxable property within its boundaries and shall be Eighty (80) Mills minus the Overlay District Debt Service Mill Levy. The combined Debt Service Mill Levy, Operations and Maintenance Mill Levy, Overlay District Debt Service Mill Levy and aggregate mill levy of any overlapping District shall under no circumstances exceed the Maximum Mill Levy. Allocation of the Debt Service Mill Levy and Operations and Maintenance Mill Levy shall be left to the sole discretion of the Board for each District. If, on or after January 1, 2018, there are changes in the method of calculating assessed valuation or any constitutionally mandated tax credit, cut or abatement, the preceding mill levy limitations may be increased or decreased to reflect such changes, with such increases or decreases to be determined by each Board in good faith (such determination to be binding and final), with administrative approval by the City, so that to the extent possible, the actual tax revenues generated by the applicable District’s mill levy, as adjusted for changes occurring after January 1, 2018, are neither diminished nor enhanced as a result of such changes. 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. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to impose any mill levy for any purpose unless and until (a) each of the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined 1596.0003; 871224 12 in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. D. Debt Issuance and Maturity. The scheduled final maturity of any Debt or series of Debt shall be limited to Thirty (30) years (the “Maximum Debt Maturity Term”). The Maximum Debt Maturity Term shall apply to refundings unless: (1) a majority of the Board members are residents of the District 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 as set forth in Section 11-56-101 et seq., C.R.S. and are otherwise permitted by law. Unless otherwise approved by the City Council, the Districts shall be limited to issuing new Debt within a period of Twenty (20) years from the date of their first Debt authorization election. The Maximum Debt Maturity Term, as described in Section VI.D, shall be applicable to any new Debt issued within this Twenty (20) year period, otherwise, all Debts and financial obligations of the Districts must be defeased or paid in the ordinary course no later than Forty (40) years after the Service Plan approval date. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to issue any Debt for any purpose unless and until (a) each of the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. E. Security for Debt. The Districts do not have the authority and 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 obligation or performance of any other obligation. F. TABOR Compliance. The Districts will comply with the provisions of the Taxpayer’s Bill of Rights (“TABOR”), Article X, § 20 of the Colorado Constitution. In the discretion of the Board, a District 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. G. Districts’ Operating Costs. 1596.0003; 871224 13 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 Two Hundred Thousand Dollars ($200,000), 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 is estimated to be Fifty Thousand Dollars ($50,000). Ongoing administration, operations, and maintenance costs may be paid from property taxes and other revenues. H. Elections. The Districts will call an election on the questions of organizing the Districts, electing the initial Boards, and setting in place financial authorizations as required by TABOR. The elections will be conducted as required by law. VII. ANNUAL REPORT A. General. The Districts shall be responsible for submitting an annual report with the City’s clerk not later than September 1st of each year for the year ending the preceding December 31 following the year of the District Organization Date. The City may, in its sole discretion, waive this requirement in whole or in part. B. Reporting of Significant Events. Unless waived by the City, the annual report shall include the following: 1. A narrative summary of the progress of the Districts in implementing their service plan for the report year; 2. Except when exemption from audit has been granted for the report year under the Local Government Audit Law, the audited financial statements of the Districts 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 operations (i.e., revenues and expenditures) for the report year; 3. Unless disclosed within a separate schedule to the financial statements, a summary of the capital expenditures incurred by the Districts in development of Public Improvements in the report year; 4. Unless disclosed within a separate schedule to the financial statements, a summary of the financial obligations of the Districts at the end of the report year, including the amount of outstanding indebtedness, the amount and terms of any new District indebtedness or long-term obligations issued in the report year, the amount of payment or retirement of existing indebtedness of the Districts in the report year, the total assessed valuation of all taxable properties 1596.0003; 871224 14 within the Districts as of January 1 of the report year and the current mill levy of the Districts pledged to Debt retirement in the report year; and 5. Any other information deemed relevant by the City Council or deemed reasonably necessary by the City’s manager and communicated in a timely manner to the Districts. In the event the annual report is not timely received by the City’s clerk or is not fully responsive, notice of such default may be given to the Board of such Districts, at its last known address. The failure of the Districts to file the annual report within Forty-Five (45) days of the mailing of such default notice by the City’s clerk may constitute a material modification, at the discretion of the City. VIII. DISSOLUTION Upon an independent determination of the City Council that the purposes for which the Districts were created have been accomplished, the Districts agree to file petitions in the appropriate District Court for dissolution, pursuant to the applicable State statutes. In no event shall dissolution occur until the Districts have provided for the payment or discharge of all of their outstanding indebtedness and other financial obligations as required pursuant to State statutes, including operation and maintenance activities. IX. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND EXTRATERRITORIAL SERVICE AGREEMENTS All intergovernmental agreements must be for purposes, facilities, services or agreements lawfully authorized to be provided by the Districts, pursuant to the State Constitution, Article XIV, Section 18(2)(a) and Sections 29-1-201, et seq., C.R.S. To the extent practicable, the Districts may enter into additional intergovernmental and private agreements to better ensure long-term provision of the Public Improvements identified herein or for other lawful purposes of the Districts. Agreements may also be executed with property owner associations and other service providers. The following agreement is likely to be necessary, and the rationale therefore is set forth as follows: District Facilities Construction and Service Agreement. The Districts anticipate entering into a District Facilities Construction and Service Agreement, commonly known as the “Master IGA”, wherein the Districts set forth the financing and administrative requirements of the Districts for the Project. Except for the Intergovernmental Agreement with the City, as set forth in Section XII below, no other agreements are required, or known at the time of formation of the Districts to likely be required, to fulfill the purposes of the Districts. Execution of intergovernmental agreements or agreements for extraterritorial services by the Districts that are not described in this Service Plan and which are likely to cause a substantial increase in the Districts’ budgets shall require the prior resolution approval of the City Council, which approval shall not constitute a material modification hereof. X. MATERIAL MODIFICATIONS 1596.0003; 871224 15 Material modifications to this Service Plan may be made only in accordance with Section 32-1-207, C.R.S. No modification shall be required for an action of the Districts which does not materially depart from the provisions of this Service Plan. Departures from the Service Plan that constitute a material modification include without limitation: 1. Actions or failures to act that create materially greater financial risk or burden to the taxpayers of the District; 2. Performance of a service or function or acquisition of a major facility that is not closely related to a service, function or facility authorized in the Service Plan; 3. Failure to perform a service or function or acquire a facility required by the Service Plan; 4. Failure by the Districts to execute the Intergovernmental Agreement as set forth in Article XI hereof; and 5. Failure to comply with the limitations set forth in Section V.A. or Section VI of this Service Plan. Actions that are not to be considered material modifications include without limitation changes in quantities of facilities or equipment, immaterial cost differences, and actions expressly authorized in the Service Plan. XI. SANCTIONS Should the District undertake any act without obtaining prior City Council resolution approval as required in this Service Plan or that constitutes a material modification to this Service Plan as provided herein or under the Special District Act, the City may impose one (1) or more of the following sanctions, as it deems appropriate: 1. Exercise any applicable remedy under the Act; 2. Withhold the issuance of any permit, authorization, acceptance or other administrative approval, or withhold any cooperation, necessary for the District’s development, construction or operation of improvements, or the provisions of services as contemplated in this Service Plan; 3. Exercise any legal remedy as provided in the Capital Pledge Agreement or in any other intergovernmental agreement with the City under which the District is in default; or 1596.0003; 871224 16 4. Exercise any other legal remedy at law or in equity, including seeking specific performance, mandamus or injunctive relief against the District, to ensure the District’s compliance with this Service Plan and applicable law. XII. INTERGOVERNMENTAL AGREEMENT WITH CITY The Districts and the City shall enter into an Intergovernmental Agreement, a form of which is attached hereto as Exhibit F, provided that such Intergovernmental Agreement may be revised by the City and Districts to include such additional details and requirements therein as are deemed necessary by the City and such Districts in connection with the development of the Project and the financing of the Public Improvements. Each District shall approve the Intergovernmental Agreement at its first Board meeting after its organizational election. Failure by each of the Districts to execute the Intergovernmental Agreement as required herein shall constitute a material modification hereunder. The Intergovernmental Agreement may be amended from time to time by the Districts and the City, provided that any such amendments shall be in compliance with the provisions of this Service Plan. XIII. CONCLUSION It is submitted that this Service Plan for the Districts, as required by Section 32-1-203(2), establishes that: 1. There is sufficient existing and projected need for organized service in the area to be serviced by the Districts; 2. The existing service in the 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 area within their proposed boundaries; and 4. The area to be included in the Districts does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. XIV. RESOLUTION OF APPROVAL The Districts agree to incorporate the City Council’s resolution of approval, including any conditions on any such approval, into the Service Plan presented to the District Court for and in Larimer County, Colorado. EXHIBIT A-1 SW Prospect I25 Metropolitan District Nos. 1-7 Legal Description of Project Area Boundaries Page 1 of 2 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-1 DESCRIPTION: SW PROSPECT I25 METROPOLITAN DISTRICT PROJECT AREA BOUNDARIES A Tract of land located in Section 21, and Section 22, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the South line of the Southwest Quarter of said Section 21 as bearing South 89° 01’ 48” East, and with all bearing contained herein relative thereto: Commencing at the Northeast Corner of said Section 21; thence, North 88° 38’ 29” West, 1241.97 feet; thence, South 01° 21’ 31” West, 30.00 feet to the POINT OF BEGINNING, said point being the Northeast corner of an Easement granted to the State Department of Highways as recorded at Reception No. 88026808 of the Larimer County Clerk and Recorder; thence, South 44° 05’ 25” West along the Southeasterly line of said Easement, Recorded at 88026808, 37.44 feet to the Southerly line of a parcel of land described at Reception No. 20060041498 of the Larimer County Clerk and Recorder; thence, South 88° 38’ 29” East along said Southerly line and the Easterly prolongation thereof, 345.55 feet to the Westerly line of a parcel of land described within Exhibit “ A” at Book 1992, Page 280 of the Larimer County Clerk and Recorder; thence, South 61° 58’ 19” East along said Westerly line, 35.56 feet to the Northerly line of said parcel described within Book 1992, Page 280; thence, North 89° 50’ 02” East along said Northerly line, 13.83 feet to the Westerly line of a parcel of land described at Book 1234, Page 241 of the Larimer County Clerk and Recorder; thence, South 64° 24’ 59” East along said Westerly line, 4.65 feet to the Southerly line of a parcel of land described within said Book 1234, Page 241, said Southerly line being parallel with and 75.00 feet Southerly of, as measured at a right angle to the North line of the Northeast Quarter of said Section 21; thence, South 88° 38’ 29” East along said Southerly line, 300.00 feet to the Westerly Right-of-Way line of Interstate Highway No. I-25; thence, along the Westerly Right-of-Way lines of Interstate Highway No. I-25 the following 9 courses and distances: South 50° 23’ 59” East, 72.51 feet; thence, South 18° 02’ 31” East, 798.28 feet; thence, South 06° 22’ 28” East, 704.20 feet; thence, South 00° 05’ 56” East, 53.90 feet; thence along a curve concave to the east having a central angle of 06° 33’ 06” with a radius of 11583.00 feet, an arc length of 1324.50 feet and the chord of which bears South 03° 24’ 23” East, 1323.78 feet; thence, South 05° 48’ 32” West, 417.50 feet; thence along a curve concave to the east having a central angle of 03° 00’ 00” with a radius of 11680.00 feet, an arc length of 611.57 feet and the chord of which bears South 10° 09’ 58” East, 611.50 feet; thence, South 25° 42’ 58” East, 425.50 feet; thence, South 12° 55’ 58” East, 968.64 feet to the South line of the Southwest Quarter of said Section 22; thence, South 89° 43’ 29” West along the South line of the Southwest Quarter of said Section 22, 344.34 feet to the Southeast corner of said Section 21; thence, North 89° 01’ 48” West along the South line of the Southeast Quarter of said Section 22, 713.93 feet; thence parallel with and 20 feet Westerly of the centerline of an existing access road the following 15 courses and distances: North 30° 07’ 30” West, 653.11 feet; thence along a curve concave to the northeast having a central angle of 27° 35’ 32” with a radius of 424.29 feet, an arc length of 204.33 feet and the chord of which bears North 16° 19’ 44” West, 202.36 feet; thence, North 02° 31’ 58” West, 432.64 feet; thence, North 00° 56’ 51” West, 512.69 feet; thence, North 22° 22’ 44” West, 121.69 feet; thence, North 03° 04’ 28” West, 129.58 feet; thence along a curve concave to the southwest having a central angle of 42° 50’ 08” with a radius of 157.27 feet, an arc length of 117.58 feet and the chord of which bears North 24° 29’ 32” West, 114.86 feet; thence, North 45° 54’ 36” West, 71.28 feet; thence along a curve concave to the east having a central angle of 30° 41’ 12” with a radius of 330.34 feet, an arc length of 176.92 feet and the chord of which bears North 30° 34’ 00” West, 174.82 feet; thence, North 15° 13’ 24” West, 100.27 feet; thence along a curve concave to the southwest having a central angle of 20° 34’ 23” with a radius of 289.75 feet, an arc length of 104.04 feet and the chord of which bears North 25° 30’ 36” West, 103.48 feet; thence, North 35° 47’ 47 West, 144.89 feet; thence along a curve concave to the northeast having a central angle of 37° 10’ 11” with a radius of 364.63 feet, an arc length of 236.55 feet and the chord of which bears North 17° 12’ 42” West, 232.42 feet; thence, North 01° 22’ 24” East, 921.36 feet; thence along a curve concave to the southeast having a central angle of 17° 07’ 56” with a radius of 707.08 feet, an arc length of 211.43 feet and the chord of which bears North 09° 56’ 22” East, 210.64 feet; thence, North 89° 40’ 07” East, 6.45 feet to the Southerly prolongation of the Westerly line of said Easement, Recorded at Reception No. 88026808; thence, North 17° 24’ 16” East along said Southerly prolongation and also along the Westerly line of said Easement, Recorded at Reception No. 88026808, 673.89 feet; thence along the Westerly and Northerly lines of that Easement granted to the State Department of Highways at Reception No. 88026808 of the Larimer County Clerk and Recorder the following 5 courses and distances: thence along a curve concave to the east having a central angle of 40° 05’ 20” with a radius of 532.96 feet, an arc length of 372.90 feet and the chord of which bears North 02° 38’ 24” West, 365.34 feet; thence, North 22° 41’ 04” West, 110.41 feet; thence along a curve concave to the northeast having a central angle of 15° 37’ 22” with a radius of 612.96 feet, an arc length of 167.14 feet and the chord of which bears North 14° 52’ 23” West, 166.62 feet; thence, North 45° 28’ 31” West, 146.18 feet to a line being 30.00 feet Southerly, as measured at a right angle, of the North line of the Northeast Quarter of said Section 21; thence, South 88° 38’ 29” East along a line parallel with and 30.00 feet Southerly of, as measured at a right angle to the North line of the Northeast Quarter of said Section 21, 280.00 feet to the POINT OF BEGINNING. The above described Tract of land contains 6,204,458 square feet or 142.43 acres more or less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 CNS D:\Projects\232-043\Dwg\Exhibits\Metro District\232-043_Overall Boundary.docx Page 2 of 2 EXHIBIT A-2 SW Prospect I25 Metropolitan District No. 1 Legal Description Page 1 of 2 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-2 DESCRIPTION: SW PROSPECT I25 METROPOLITAN DISTRICT 1 Tracts of land located in Section 21, and Section 22, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the South line of the Southwest Quarter of said Section 21 as bearing South 89° 01’ 48” East, and with all bearing contained herein relative thereto: Commencing at the Northeast Corner of said Section 21; thence, North 88° 38’ 29” West, 1241.97 feet; thence, South 01° 21’ 31” West, 30.00 feet to the POINT OF BEGINNING, said point being the Northeast corner of an Easement granted to the State Department of Highways as recorded at Reception No. 88026808 of the Larimer County Clerk and Recorder; thence, South 44° 05’ 25” West along the Southeasterly line of said Easement, Recorded at 88026808, 37.44 feet to the Southerly line of a parcel of land described at Reception No. 20060041498 of the Larimer County Clerk and Recorder; thence, South 88° 38’ 29” East along said Southerly line and the Easterly prolongation thereof, 345.55 feet to the Westerly line of a parcel of land described within Exhibit “ A” at Book 1992, Page 280 of the Larimer County Clerk and Recorder; thence, South 61° 58’ 19” East along said Westerly line, 35.56 feet to the Northerly line of said parcel described within Book 1992, Page 280; thence, North 89° 50’ 02” East along said Northerly line, 13.83 feet to the Westerly line of a parcel of land described at Book 1234, Page 241 of the Larimer County Clerk and Recorder; thence, South 64° 24’ 59” East along said Westerly line, 4.65 feet to the Southerly line of a parcel of land described within said Book 1234, Page 241, said Southerly line being parallel with and 75.00 feet Southerly of, as measured at a right angle to the North line of the Northeast Quarter of said Section 21; thence, South 88° 38’ 29” East along said Southerly line, 300.00 feet to the Westerly Right-of-Way line of Interstate Highway No. I-25; thence, along the Westerly Right-of-Way lines of Interstate Highway No. I-25 the following 9 courses and distances: South 50° 23’ 59” East, 72.51 feet; thence, South 18° 02’ 31” East, 798.28 feet; thence, South 06° 22’ 28” East, 704.20 feet; thence, South 00° 05’ 56” East, 53.90 feet; thence along a curve concave to the east having a central angle of 03° 54' 35" with a radius of 11583.00 feet, an arc length of 790.41 feet and the chord of which bears South 02° 05' 08" East, 790.25 feet; thence, South 85° 52' 18" West, 73.10 feet; thence, North 08° 08' 46" West, 155.32 feet, thence along a curve concave to the southwest having a central angle of 61° 10' 20" with a radius of 562.00 feet, an arc length of 600.02 feet and the chord of which bears North 38° 43' 56" West, 571.93 feet; thence, North 69° 19' 06" West, 393.13 feet; thence along a curve concave to the northeast having a central angle of 86° 43' 21" with a radius of 638.00 feet, an arc length of 965.67 feet and the chord of which bears North 25° 57' 25" West, 876.10 feet to the Southerly prolongation of the Westerly line of said Easement, Recorded at Reception No. 88026808; thence, North 17° 24’ 16” East along said Southerly prolongation and also along the Westerly line of said Easement, Recorded at Reception No. 88026808, 172.56 feet; thence along the Westerly and Northerly lines of that Easement granted to the State Department of Highways at Reception No. 88026808 of the Larimer County Clerk and Recorder the following 5 courses and distances: thence along a curve concave to the east having a central angle of 40° 05’ 20” with a radius of 532.96 feet, an arc length of 372.90 feet and the chord of which bears North 02° 38’ 24” West, 365.34 feet; thence, North 22° 41’ 04” West, 110.41 feet; thence along a curve concave to the northeast having a central angle of 15° 37’ 22” with a radius of 612.96 feet, an arc length of 167.14 feet and the chord of which bears North 14° 52’ 23” West, 166.62 feet; thence, North 45° 28’ 31” West, 146.18 feet to a line being 30.00 feet Southerly, as measured at a right angle, of the North line of the Northeast Quarter of said Section 21; thence, South 88° 38’ 29” East along a line parallel with and 30.00 feet Southerly of, as measured at a right angle to the North line of the Northeast Quarter of said Section 21, 280.00 feet to the POINT OF BEGINNING, containing 1,839,813 square feet or 42.24 acres, more or less. AND A Tract of land located in Southwest Quarter of Section 21, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado being more particularly described as follows: Considering the South line of the Southwest Quarter of said Section 7 as bearing South 89° 01’ 48” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 7; thence along the South line of said Southwest Quarter, South 89° 01’ 48” East, 1935.62 feet to the POINT OF BEGINNING; thence, North 30° 07' 31" West, 271.29 feet; thence, South 89° 01' 48" East, 257.56 feet; thence, South 00° 58' 12" West, 232.31 feet; thence North 89° 01' 48" West, 117.45 feet to the POINT OF BEGINNING, containing 43560 square feet or 1.00 acres more or less. The above described Tracts of land contains 1,883,373 square feet or 43.236 acres more or less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 CNS D:\Projects\232-043\Dwg\Exhibits\Metro District\232-043_District 1.docx Page 2 of 2 EXHIBIT A-3 SW Prospect I25 Metropolitan District No. 2 Legal Description Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-3 DESCRIPTION: SW PROSPECT I25 METROPOLITAN DISTRICT 2 A Tract of land located in Southeast Quarter of Section 21, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado being more particularly described as follows: Considering the South line of the Southeast Quarter of said Section 21 as bearing South 89° 01’ 48” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 21; thence along the South line of said Southeast Quarter, South 89° 01’ 48” East, 1935.62 feet to the POINT OF BEGINNING; thence, North 30° 07' 31" West, 271.29 feet; thence, South 89° 01' 48" East, 257.56 feet; thence, South 00° 58' 12" West, 232.31 feet; thence North 89° 01' 48" West, 117.45 feet to the POINT OF BEGINNING. The above described Tract of land contains 43,560 square feet or 1.000 acres more or less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 CNS D:\Projects\232-043\Dwg\Exhibits\Metro District\232-043_Districts 2-5.docx EXHIBIT A-4 SW Prospect I25 Metropolitan District No. 3 Legal Description Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-4 DESCRIPTION: SW PROSPECT I25 METROPOLITAN DISTRICT 3 A Tract of land located in Southeast Quarter of Section 21, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado being more particularly described as follows: Considering the South line of the Southeast Quarter of said Section 21 as bearing South 89° 01’ 48” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 21; thence along the South line of said Southeast Quarter, South 89° 01’ 48” East, 1935.62 feet to the POINT OF BEGINNING; thence, North 30° 07' 31" West, 271.29 feet; thence, South 89° 01' 48" East, 257.56 feet; thence, South 00° 58' 12" West, 232.31 feet; thence North 89° 01' 48" West, 117.45 feet to the POINT OF BEGINNING. The above described Tract of land contains 43,560 square feet or 1.000 acres more or less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 CNS D:\Projects\232-043\Dwg\Exhibits\Metro District\232-043_Districts 2-5.docx EXHIBIT A-5 SW Prospect I25 Metropolitan District No. 4 Legal Description Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-5 DESCRIPTION: SW PROSPECT I25 METROPOLITAN DISTRICT 4 A Tract of land located in Southeast Quarter of Section 21, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado being more particularly described as follows: Considering the South line of the Southeast Quarter of said Section 21 as bearing South 89° 01’ 48” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 21; thence along the South line of said Southeast Quarter, South 89° 01’ 48” East, 1935.62 feet to the POINT OF BEGINNING; thence, North 30° 07' 31" West, 271.29 feet; thence, South 89° 01' 48" East, 257.56 feet; thence, South 00° 58' 12" West, 232.31 feet; thence North 89° 01' 48" West, 117.45 feet to the POINT OF BEGINNING. The above described Tract of land contains 43,560 square feet or 1.000 acres more or less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 CNS D:\Projects\232-043\Dwg\Exhibits\Metro District\232-043_Districts 2-5.docx EXHIBIT A-6 SW Prospect I25 Metropolitan District No. 5 Legal Description Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-6 DESCRIPTION: SW PROSPECT I25 METROPOLITAN DISTRICT 5 A Tract of land located in Southeast Quarter of Section 21, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado being more particularly described as follows: Considering the South line of the Southeast Quarter of said Section 21 as bearing South 89° 01’ 48” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 21; thence along the South line of said Southeast Quarter, South 89° 01’ 48” East, 1935.62 feet to the POINT OF BEGINNING; thence, North 30° 07' 31" West, 271.29 feet; thence, South 89° 01' 48" East, 257.56 feet; thence, South 00° 58' 12" West, 232.31 feet; thence North 89° 01' 48" West, 117.45 feet to the POINT OF BEGINNING. The above described Tract of land contains 43,560 square feet or 1.000 acres more or less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 CNS D:\Projects\232-043\Dwg\Exhibits\Metro District\232-043_Districts 2-5.docx EXHIBIT A-7 SW Prospect I25 Metropolitan District No. 6 Legal Description Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-7 DESCRIPTION: SW PROSPECT I25 METROPOLITAN DISTRICT 6 A Tract of land located in Southeast Quarter of Section 21, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado being more particularly described as follows: Considering the South line of the Southeast Quarter of said Section 21 as bearing South 89° 01’ 48” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 21; thence along the South line of said Southeast Quarter, South 89° 01’ 48” East, 1935.62 feet to the POINT OF BEGINNING; thence, North 30° 07' 31" West, 271.29 feet; thence, South 89° 01' 48" East, 257.56 feet; thence, South 00° 58' 12" West, 232.31 feet; thence North 89° 01' 48" West, 117.45 feet to the POINT OF BEGINNING. The above described Tract of land contains 43,560 square feet or 1.000 acres more or less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 CNS D:\Projects\232-043\Dwg\Exhibits\Metro District\232-043_Districts 2-5.docx EXHIBIT A-8 SW Prospect I25 Metropolitan District No. 7 Legal Description Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-8 DESCRIPTION: SW PROSPECT I25 METROPOLITAN DISTRICT 7 A Tract of land located in Southeast Quarter of Section 21, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado being more particularly described as follows: Considering the South line of the Southeast Quarter of said Section 21 as bearing South 89° 01’ 48” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 21; thence along the South line of said Southeast Quarter, South 89° 01’ 48” East, 1935.62 feet to the POINT OF BEGINNING; thence, North 30° 07' 31" West, 271.29 feet; thence, South 89° 01' 48" East, 257.56 feet; thence, South 00° 58' 12" West, 232.31 feet; thence North 89° 01' 48" West, 117.45 feet to the POINT OF BEGINNING. The above described Tract of land contains 43,560 square feet or 1.000 acres more or less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 CNS D:\Projects\232-043\Dwg\Exhibits\Metro District\232-043_District 7.docx EXHIBIT B-1 SW Prospect I25 Metropolitan District Nos. 1-7 Project Area Boundary Map OVERALL DISTRICT BOUNDARY MAP 6,204,458 sq.ft. 142.43 ac CENTER QUARTER CORNER SECTION 21-T7N-R68W SOUTH QUARTER CORNER SECTION 21-T7N-R68W SOUTHEAST CORNER SECTION 21-T7N-R68W EAST QUARTER CORNER SECTION 21-T7N-R68W NORTH QUARTER CORNER SECTION 21-T7N-R68W NORTHEAST CORNER SECTION 21-T7N-R68W INTERSTATE 25 PROSPECT ROAD INTERSTATE 25 80' EASEMENT REC. No. 88026808 80' EASEMENT REC. No. 88026808 ( IN FEET ) 1 inch = ft. 600 0 600 Feet 600 SW PROSPECT I25 METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 232-043 DRAWN BY SCALE EXHIBIT C. Snowdon DATE January 26, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com PROJECT AREA BOUNDARY MAP 1" = 600' B-1 EXHIBIT B-2 SW Prospect I25 Metropolitan District No. 1 Map DISTRICT 1 43,560 sq.ft. 1.00 ac DISTRICT 1 1,839,813 sq.ft. 42.24 ac CENTER QUARTER CORNER SECTION 21-T7N-R68W SOUTH QUARTER CORNER SECTION 21-T7N-R68W SOUTHEAST CORNER SECTION 21-T7N-R68W EAST QUARTER CORNER SECTION 21-T7N-R68W NORTH QUARTER CORNER SECTION 21-T7N-R68W NORTHEAST CORNER SECTION 21-T7N-R68W INTERSTATE 25 PROSPECT ROAD INTERSTATE 25 OVERALL DISTRICT BOUNDARY ( IN FEET ) 1 inch = ft. 600 0 600 Feet 600 SW PROSPECT I25 METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 232-043 DRAWN BY SCALE EXHIBIT C. Snowdon DATE January 26, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com DISTRICT 1 AREA BOUNDARY MAP 1" = 600' B-2 EXHIBIT B-3 SW Prospect I25 Metropolitan District No. 2-7 Map CENTER QUARTER CORNER SECTION 21-T7N-R68W SOUTH QUARTER CORNER SECTION 21-T7N-R68W SOUTHEAST CORNER SECTION 21-T7N-R68W EAST QUARTER CORNER SECTION 21-T7N-R68W NORTH QUARTER CORNER SECTION 21-T7N-R68W NORTHEAST CORNER SECTION 21-T7N-R68W INTERSTATE 25 PROSPECT ROAD INTERSTATE 25 OVERALL DISTRICT BOUNDARY DISTRICTS 2-7 43,560 sq.ft. 1.00 ac ( IN FEET ) 1 inch = ft. 600 0 600 Feet 600 SW PROSPECT I25 METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 232-043 DRAWN BY SCALE EXHIBIT C. Snowdon DATE January 26, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com DISTRICTS 2-7 AREA BOUNDARY MAP 1" = 600' B-3 EXHIBIT B-4 SW Prospect I25 Metropolitan District Nos. 1-7 Estimated Future Boundary Map CENTER QUARTER CORNER SECTION 21-T7N-R68W SOUTH QUARTER CORNER SECTION 21-T7N-R68W SOUTHEAST CORNER SECTION 21-T7N-R68W EAST QUARTER CORNER SECTION 21-T7N-R68W NORTH QUARTER CORNER SECTION 21-T7N-R68W NORTHEAST CORNER SECTION 21-T7N-R68W INTERSTATE 25 PROSPECT ROAD INTERSTATE 25 OVERALL DISTRICT BOUNDARY DISTRICT 1 FUTURE DISTRICT 2 FUTURE DISTRICT 3 FUTURE DISTRICT 4 FUTURE DISTRICT 5 DISTRICTS 1-7 ( IN FEET ) 1 inch = ft. 600 0 600 Feet 600 SW PROSPECT I25 METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 232-043 DRAWN BY SCALE EXHIBIT C. Snowdon DATE January 26, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com ESTIMATED DISTRICTS 1-7 BOUNDARY MAP 1" = 600' B-4 DISTRICT 1 ESTIMATED DISTRICT 2 ESTIMATED DISTRICT 3 ESTIMATED DISTRICT 4 ESTIMATED DISTRICT 5 DISTRICTS 1-7 FUTURE FUTURE FUTURE EXHIBIT C SW Prospect I25 Metropolitan District Nos. 1-7 Vicinity Map PROSPECT ROAD INTERSTATE 25 PROSPECT ROAD SUMMIT VIEW DR. GREENFIELD CT. BOXELDER DR. CARRIAGE PKWY KITCHELL WAY PROPOSED SW PROSPECT I25 METROPOLITAN DISTRICT ( IN FEET ) 1 inch = ft. 1000 0 1000 Feet 1000 SW PROSPECT I25 METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 232-043 DRAWN BY SCALE EXHIBIT C. Snowdon DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com VICINITY MAP 1" = 1000' C EXHIBIT D SW Prospect I25 Metropolitan District Nos. 1-7 Infrastructure Preliminary Development Plan Public Improvements Unit Cost Extended Cost I. Grading/Miscellaneous Mobilization / General Conditions 1 LS $3,433,000.00 $ 3,433,000.00 Clearing and Grubbing and Topsoil Stripping 142 Ac $11,900.00 $ 1,694,917.00 Earthwork (cut/fill/place) 229,788 CY $6.00 $ 1,378,728.00 Import Fill Dirt 1,034,041 CY $10.00 $ 10,340,410.00 Erosion Control / Traffic Control 1 LS $4,904,000.00 $ 4,904,000.00 Subtotal $ 21,751,055.00 II. Roadway Improvements Parking Lots - SY $70.00 $ - Access Road (24' Section) - LF $205.00 $ - Local Residential Street (51' Section) 4,269 LF $273.00 $ 1,165,437.00 Local Industrial Street (66' Section) - LF $321.00 $ - Local Commercial Street (72' Section) 11,324 LF $336.00 $ 3,804,864.00 Minor Collector Street (76' Section) - LF $431.00 $ - Roundabout - EA $2,500,000.00 $ - Box Culvert Bridge - EA $1,000,000.00 $ - Prospect Road Widening (Half 4-Lane Arterial) 1,670 LF $637.00 $ 1,063,790.00 Frontage Road Reconstruct (2-Lane Arterial 84' Section) 3,785 LF $666.00 $ 2,520,810.00 Traffic Signal Improvements 1 EA $500,000.00 $ 250,000.00 Street Lighting 1 LS $353,000.00 $ 353,000.00 Signing and Striping 1 LS $265,000.00 $ 265,000.00 Subtotal $ 9,422,901.00 III. Potable Waterline Improvements 8" Waterline 9,806 LF $90.00 $ 882,540.00 10" Waterline - LF $100.00 $ - 12" Waterline 8,730 LF $112.00 $ 977,760.00 Utility Borings 184 LF $1,900.00 $ 350,000.00 Raw Water Requirements 92 AC-FT $41,428.00 $ 3,811,376.00 Off-Site Waterline Reimbursement to ELCO 1 LS $750,000.00 $ 750,000.00 Subtotal $ 6,771,676.00 IV. Sanitary Sewer and Subdrain Improvements 8" Sanitary Sewer 5,535 LF $109.00 $ 603,315.00 10" Sanitary Sewer - LF $114.00 $ - 12" Sanitary Sewer 4,177 LF $124.00 $ 517,948.00 27" Sanitary Sewer - LF $197.00 $ - 8" Subdrain 9,712 LF $75.00 $ 728,400.00 Subdrain Connection Fee - LS $0.00 $ - Sanitary Sewer Repayment - LS $0.00 $ - Subtotal $ 1,849,663.00 V. Storm Drainage Improvements 24" RCP Storm Sewer 3,874 LF $191.00 $ 739,934.00 24" CMP Storm Sewer 2,600 LF $163.00 $ 423,800.00 36" RCP Storm Sewer - LF $222.00 $ - 48" RCP Storm Sewer 4,359 LF $324.00 $ 1,412,316.00 Outlet Structure 2 EA $10,000.00 $ 20,000.00 Water Quality 164,800 CF $6.00 $ 988,803.00 Subtotal $ 3,584,853.00 SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31, 2018 PUBLIC IMPROVEMENT COSTS FOR SW Prospect I25 Metropolitan District Quantity COMBINED AREA - 142.43 ACRES Page 1 of 2 Public Improvements Unit Cost Extended Cost SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31, 2018 PUBLIC IMPROVEMENT COSTS FOR SW Prospect I25 Metropolitan District Quantity COMBINED AREA - 142.43 ACRES VI. Non-Potable Irrigation Improvements 6" Non-Potable Waterline 6,449 LF $56.00 $ 361,144.00 Non-Potable Waterline Pumphouse 4 LS $450,000.00 $ 1,800,000.00 Non-Potable Pond and Delivery Improvements - LS $250,000.00 $ - Flood Irrigation System and Appurtences 1 LS $268,138.00 $ 268,138.00 Well Head Replacement 4 EA $27,500.00 $ 110,000.00 Raw Water Requirements 31 AC-FT $41,428.00 $ 1,284,268.00 Subtotal $ 3,823,550.00 VII. Open Space, Parks and Trails Structural Demolition 1 LS $2,423,070.00 $ 2,423,070.00 Natural Area Open Space 15 AC $108,900.00 $ 1,633,500.00 Landscaped Open Space 16 AC $239,580.00 $ 3,833,280.00 Regional Trails 10,513 LF $160.00 $ 1,682,080.00 Monument Signs 6 EA $75,000.00 $ 450,000.00 Pocket Park and Park Amenities 1 EA $150,000.00 $ 150,000.00 Open Space Acquisition - AC $20,000.00 $ - Subtotal $ 10,171,930.00 VIII. Admin. / Design / Permitting / Etc. Engineering / Surveying 1 LS $5,738,000.00 $ 5,738,000.00 Construction Management / Inspection / Testing 1 LS $8,607,000.00 $ 8,607,000.00 Admin. / Planning / Permitting 1 LS $1,722,000.00 $ 1,722,000.00 Subtotal $ 16,067,000.00 Infrastructure Subtotal $ 73,442,628.00 Contingency (20%) $ 14,688,526.00 Total Cost $ 88,131,154.00 Page 2 of 2 INTERSTATE 25 INTERSTATE 25 PROSPECT ROAD ( IN FEET ) 1 inch = ft. 600 0 600 Feet 600 SW PROSPECT I25 METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 232-043 DRAWN BY SCALE EXHIBIT C. Snowdon DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com STREET MAP 1" = 600' LEGEND: 2-LANE ARTERIAL STREET 1 2 - 4 LANE ARTERIAL STREET COMMERCIAL LOCAL STREET D FIGURE 1 OF 6 RESIDENTIAL LOCAL STREET NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. STREETS OWNED AND MAINTAINED BY THE CITY OF FORT COLLINS INTERSTATE 25 PROSPECT ROAD INTERSTATE 25 W W W W W W W W W W W W W W W W W W W W W W W W 8" WATER 12" WATER 12" WATERLINE BORE 12" WATERLINE BORE 8" WATER 8" WATER 12" WATER W ( IN FEET ) 1 inch = ft. 600 0 600 Feet 600 SW PROSPECT I25 METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 232-043 DRAWN BY SCALE EXHIBIT C. Snowdon DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com POTABLE WATER MAP 1" = 600' LEGEND: INTERSTATE 25 PROSPECT ROAD INTERSTATE 25 SD SS SS SD SS SS SS SS SD SD SD SD SS SS SS SS SS SS SD SD SD SD SD SD 12" SANITARY SEWER 12" SANITARY SEWER 8" SANITARY SEWER 8" SANITARY SEWER 8" SANITARY SEWER 8" SUBDRAIN 8" SUBDRAIN TIE TO EXISTING BOXELDER SANITATION ( IN FEET ) 1 inch = ft. 600 0 600 Feet 600 SW PROSPECT I25 METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 232-043 DRAWN BY SCALE EXHIBIT C. Snowdon DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 INTERSTATE 25 PROSPECT ROAD INTERSTATE 25 ST ST ST ST ST ST ST ST ST 24" STORM DRAIN 48" STORM DRAIN 48" STORM DRAIN 24" STORM DRAIN 24" STORM DRAIN CMP CMP CMP CMP 24" CMP 24" CMP 24" CMP 24" CMP ( IN FEET ) 1 inch = ft. 600 0 600 Feet 600 SW PROSPECT I25 METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 232-043 DRAWN BY SCALE EXHIBIT C. Snowdon DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com 1" = 600' LEGEND: ALL STORM DRAINS WITHIN RIGHT-OF-WAY TO BE OWNED AND MAINTAINED BY CITY OF FORT COLLINS. ALL STORM DRAINS OUTSIDE OF RIGHT-OF-WAY INTERSTATE 25 PROSPECT ROAD INTERSTATE 25 IRR IRR IRR IRR IRR 8" NON-POTABLE IRRIGATION 8" NON-POTABLE IRRIGATION EXISTING WELL 1 IRR IRR IRR IRR IRR EXISTING WELL 2 EXISTING WELL 3 EXISTING WELL 4 FIR FIR FIR FIR FIR FIR FIR FLOOD IRRIGATION SYSTEM ( IN FEET ) 1 inch = ft. 600 0 600 Feet 600 SW PROSPECT I25 METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 232-043 DRAWN BY SCALE EXHIBIT C. Snowdon DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com 1" = 600' D FIGURE 5 OF 6 NON-POTABLE IRRIGATION MAP NON-POTABLE FLOOD INTERSTATE 25 INTERSTATE 25 PROSPECT ROAD * ( IN FEET ) 1 inch = ft. 600 0 600 Feet 600 SW PROSPECT I25 METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 232-043 DRAWN BY SCALE EXHIBIT C. Snowdon DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com 1" = 600' OPEN SPACE, PARKS, & TRAILS MAP POCKET PARK D FIGURE 6 OF 6 LEGEND: CONNECTIVITY LANDSCAPING w/ TRAILS NATURAL AREA OPEN SPACE STREETS w/ TREE LAWN AREAS NOTE: * LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. EXHIBIT E SW Prospect I25 Metropolitan District Nos. 1-7 Financial Plan Series 2023 Series 2028 Series 2036 TOTAL Percent of Total Sources Par $ 36,025,000 $ 33,390,000 $ 122,490,000 $ 191,905,000 95% Funds on Hand $ $ 10,838,000 $ 10,838,000 5% TOTAL: $ 36,025,000 $ 33,390,000 $ 133,328,000 $ 202,743,000 Uses Project Fund $ 26,301,250 $ 24,085,200 $ 58,452,569 $ 108,839,019 54% Refunding Proceeds $ 67,195,000 $ 67,195,000 33% Capitalized Interest $ 5,403,750 $ 5,008,500 $ 1,301,456 $ 11,713,706 6% Reserve Fund $ 3,299,500 $ 3,328,500 $ 5,566,525 $ 12,194,525 6% Costs of Issuance $ 1,020,500 $ 967,800 $ 812,450 $ 2,800,750 1% TOTAL: $ 36,025,000 $ 33,390,000 $ 133,328,000 $ 202,743,000 Combined Sources and Uses: SW Prospect I25 Metropolitan Districts 1 SW PROSPECT I25 METROPOLITAN DISTRICT Nos. 1-7 (Commercial) 1 Development Projection at 50.000 (target) District Mills for Debt Service 2050 Series 2036, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2023 & Series 2028 + New, 100x, Assumes Investment Grade, 30-yr. Maturity 2049 < < < < < < < < Residential > > > > > > > > < Platted/Developed < < < < < Lots < < < > < < Commercial < < < < < < < < < < Commercial > > > > > > > > > > Mkt Value As'ed Value As'ed Value Mkt Value As'ed Value District District District Biennial @ 7.20% @ 29.00% Biennial @ 29.00% Total D/S Mill Levy* D/S Mill Levy S.O. Taxes Total Total Reasses'mt Cumulative of Market Cumulative of Market Total Comm'l Total Hotel Reasses'mt Cumulative of Market Assessed [50.000 Target] Collections Collected Available 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 [50.000 Cap] @ 98% @ 6% Revenue 2017 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 0 50.000 $0 $0 0 2019 0 0 0 0 0 0 0 0 0 $0 50.000 0 0 0 2020 0 0 0 0 799,000 0 0 0 0 0 0 0 50.000 0 0 0 2021 0 0 0 2,975,000 0 38,000 0 8,479,052 0 0 50.000 0 0 0 2022 0 0 0 0 1,100,000 231,710 50,000 150 508,743 41,596,064 0 231,710 50.000 11,354 681 12,035 2023 0 0 0 2,016,000 862,750 50,000 0 53,740,953 2,458,925 3,321,675 50.000 162,762 9,766 172,528 2024 0 0 0 0 1,900,000 319,000 94,000 0 3,224,457 79,668,844 12,062,859 12,381,859 50.000 606,711 36,403 643,114 2025 0 0 0 1,650,000 584,640 90,000 0 101,493,872 15,584,876 16,169,516 50.000 792,306 47,538 839,845 2026 0 0 0 0 1,850,000 551,000 80,000 0 6,089,632 126,915,884 23,103,965 23,654,965 50.000 1,159,093 69,546 1,228,639 2027 0 0 0 800,000 478,500 90,000 0 149,025,097 29,433,223 29,911,723 50.000 1,465,674 87,940 1,553,615 2028 0 0 0 0 1,100,000 536,500 40,000 0 8,941,506 167,718,558 36,805,606 37,342,106 50.000 1,829,763 109,786 1,939,549 2029 0 0 0 950,000 232,000 60,000 0 181,395,675 43,217,278 43,449,278 50.000 2,129,015 127,741 2,256,755 2030 0 0 0 0 1,700,000 319,000 60,000 0 10,883,741 204,327,713 48,638,382 48,957,382 50.000 2,398,912 143,935 2,542,846 2031 0 0 0 750,000 275,500 110,000 0 226,319,025 52,604,746 52,880,246 50.000 2,591,132 155,468 2,746,600 2032 0 0 0 0 900,000 493,000 50,000 0 13,579,142 249,794,258 59,255,037 59,748,037 50.000 2,927,654 175,659 3,103,313 2033 0 0 0 900,000 217,500 60,000 0 261,907,073 65,632,517 65,850,017 50.000 3,226,651 193,599 3,420,250 2034 0 0 0 0 900,000 261,000 60,000 0 15,714,424 289,976,568 72,440,335 72,701,335 50.000 3,562,365 213,742 3,776,107 2035 0 0 0 750,000 261,000 60,000 0 302,578,741 75,953,051 76,214,051 50.000 3,734,489 224,069 3,958,558 2036 0 0 0 0 750,000 261,000 50,000 0 18,154,724 331,445,312 84,093,205 84,354,205 50.000 4,133,356 248,001 4,381,357 2037 0 0 0 300,000 217,500 50,000 0 342,371,396 87,747,835 87,965,335 50.000 4,310,301 258,618 4,568,919 2038 0 0 0 0 0 217,500 20,000 0 20,542,284 367,371,522 96,119,141 96,336,641 50.000 4,720,495 283,230 5,003,725 2039 0 0 0 0 87,000 0 0 367,371,522 99,287,705 99,374,705 50.000 4,869,361 292,162 5,161,522 2040 0 0 0 0 0 0 0 0 22,042,291 389,413,814 106,537,741 106,537,741 50.000 5,220,349 313,221 5,533,570 2041 0 0 0 0 389,413,814 106,537,741 106,537,741 50.000 5,220,349 313,221 5,533,570 2042 0 0 0 0 0 23,364,829 412,778,642 112,930,006 112,930,006 50.000 5,533,570 332,014 5,865,585 2043 0 0 0 0 412,778,642 112,930,006 112,930,006 50.000 5,533,570 332,014 5,865,585 2044 0 0 0 0 0 24,766,719 437,545,361 119,705,806 119,705,806 50.000 5,865,585 351,935 6,217,520 2045 0 0 0 0 437,545,361 119,705,806 119,705,806 50.000 5,865,585 351,935 6,217,520 2046 0 0 0 0 0 26,252,722 463,798,083 126,888,155 126,888,155 50.000 6,217,520 373,051 6,590,571 2047 0 0 0 0 463,798,083 126,888,155 126,888,155 50.000 6,217,520 373,051 6,590,571 2048 0 0 0 0 0 27,827,885 491,625,967 134,501,444 134,501,444 50.000 6,590,571 395,434 6,986,005 2049 0 0 0 0 491,625,967 134,501,444 134,501,444 50.000 6,590,571 395,434 6,986,005 2050 0 0 0 0 0 29,497,558 521,123,526 142,571,531 142,571,531 50.000 6,986,005 419,160 7,405,165 2051 0 0 0 0 521,123,526 142,571,531 142,571,531 50.000 6,986,005 419,160 7,405,165 2052 0 0 0 0 0 31,267,412 552,390,937 151,125,822 151,125,822 50.000 7,405,165 444,310 7,849,475 2053 0 0 0 0 552,390,937 151,125,822 151,125,822 50.000 7,405,165 444,310 7,849,475 2054 0 0 0 0 0 33,143,456 585,534,393 160,193,372 160,193,372 50.000 7,849,475 470,969 8,320,444 2055 0 0 0 0 585,534,393 160,193,372 160,193,372 50.000 7,849,475 470,969 8,320,444 2056 0 0 0 0 0 35,132,064 620,666,457 169,804,974 169,804,974 50.000 8,320,444 499,227 8,819,670 2057 0 0 0 0 620,666,457 169,804,974 169,804,974 50.000 8,320,444 499,227 8,819,670 2058 0 0 0 0 0 37,239,987 657,906,444 179,993,272 179,993,272 50.000 8,819,670 529,180 9,348,851 2059 0 0 0 0 657,906,444 179,993,272 179,993,272 50.000 8,819,670 529,180 9,348,851 2060 0 0 0 0 0 39,474,387 697,380,831 190,792,869 190,792,869 50.000 9,348,851 560,931 9,909,782 2061 0 0 0 0 697,380,831 190,792,869 190,792,869 50.000 9,348,851 560,931 9,909,782 2062 0 0 0 0 0 41,842,850 739,223,681 202,240,441 202,240,441 50.000 9,909,782 594,587 10,504,369 2063 0 0 0 0 739,223,681 202,240,441 202,240,441 50.000 9,909,782 594,587 10,504,369 2064 0 0 0 44,353,421 783,577,102 214,374,867 214,374,867 50.000 10,504,369 630,262 11,134,631 2065 0 0 783,577,102 214,374,867 214,374,867 50.000 10,504,369 630,262 11,134,631 2066 0 0 0 47,014,626 830,591,728 227,237,359 227,237,359 50.000 11,134,631 668,078 11,802,708 1 2050 2049 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 2063 2064 2065 2066 SW PROSPECT I25 METROPOLITAN DISTRICT Nos. 1-7 (Commercial) Development Projection at 50.000 (target) District Mills for Debt Service Series 2036, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2023 & Series 2028 + New, 100x, Assumes Investment Grade, 30-yr. Maturity Ser. 2023 Ser. 2028 Ser. 2036 $36,025,000 Par $33,390,000 Par $122,490,000 Par Surplus Cov. of Net DS: Cov. of Net DS: [Net $26.301 MM] [Net $24.085 MM] [Net $58.453 MM] Total Annual Release @ Cumulative Debt/ Debt/ @ 50.000 target @ 50.000 Cap SW PROSPECT I25 METROPOLITAN DISTRICT Nos. 1-7 (Commercial) Development Summary Development Projection -- Buildout Plan (updated 1/31/18) Commercial Development Product Type Gas Station / Convenience Pad Retail Office Industrial Hotel Base $ ('18) $165/sf $250/sf $200/sf $150/sf $125,000/Rm Comm'l Totals* 2017 - - - - - - 2018 - - - - - - 2019 - - - - - - 2020 - - - - - - 2021 6,000 12,000 20,000 - - 38,000 2022 - 20,000 30,000 - 150 50,150 2023 - 20,000 30,000 - - 50,000 2024 4,000 30,000 60,000 - - 94,000 2025 - 20,000 70,000 - - 90,000 2026 - 10,000 70,000 - - 80,000 2027 - 10,000 80,000 - - 90,000 2028 - - 40,000 - - 40,000 2029 - - 40,000 20,000 - 60,000 2030 - - 10,000 50,000 - 60,000 2031 - - 10,000 100,000 - 110,000 2032 - - - 50,000 - 50,000 2033 - - - 60,000 - 60,000 2034 - - - 60,000 - 60,000 2035 - - - 60,000 - 60,000 2036 - - - 50,000 - 50,000 2037 - - - 50,000 - 50,000 2038 - - - 20,000 - 20,000 2039 - - - - - - 2040 - - - - - - 10,000 122,000 460,000 520,000 150 1,112,150 MV @ Full Buildout $1,650,000 $30,500,000 $92,000,000 $78,000,000 $18,750,000 $220,900,000 (base prices;un-infl.) [*] Not including Hotels; presented in Rooms notes: Platted/Dev Lots = 10% MV; one-yr prior Base MV $ inflated 2% per annum 1/31/2018 E SWPI25MD Fin Plan 18 C Dev Summ Prepared by D.A. Davidson & Co. 4 Jan 31, 2018 7:39 am Prepared by D.A, Davidson & Co Quantitative Group~PM (SW Prospect I25 MD 18:EJAN3118-23NRSPE) SOURCES AND USES OF FUNDS SW PROSPECT I25 METROPOLITAN DISTRICT Nos. 1-7 GENERAL OBLIGATION BONDS, SERIES 2023 0.00 (target) Residential Mills + 50.000 (target) Commercial Mills Non-Rated, 105x, 30-yr. Maturity (Growth thru 2026 + 6.00% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2023 Delivery Date 12/01/2023 Sources: Bond Proceeds: Par Amount 36,025,000.00 36,025,000.00 Uses: Project Fund Deposits: Project Fund 26,301,250.00 Other Fund Deposits: Capitalized Interest Fund 5,403,750.00 Debt Service Reserve Fund 3,299,500.00 8,703,250.00 Cost of Issuance: Other Cost of Issuance 300,000.00 Delivery Date Expenses: Underwriter's Discount 720,500.00 36,025,000.00 5 Jan 31, 2018 7:42 am Prepared by D.A, Davidson & Co Quantitative Group~PM (SW Prospect I25 MD 18:EJAN3118-28NRSPE) SOURCES AND USES OF FUNDS SW PROSPECT I25 METROPOLITAN DISTRICT Nos. 1-7 (Commercial) GENERAL OBLIGATION BONDS, SERIES 2028 0.00 (target) Residential Mills + 50.000 (target) Commercial Mills Non-Rated, 105x, 30-yr. Maturity (Growth thru 2031 + 6.00% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2028 Delivery Date 12/01/2028 Sources: Bond Proceeds: Par Amount 33,390,000.00 33,390,000.00 Uses: Project Fund Deposits: Project Fund 24,085,200.00 Other Fund Deposits: Capitalized Interest Fund 5,008,500.00 Debt Service Reserve Fund 3,328,500.00 8,337,000.00 Cost of Issuance: Other Cost of Issuance 300,000.00 Delivery Date Expenses: Underwriter's Discount 667,800.00 33,390,000.00 6 Jan 31, 2018 7:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (SW Prospect I25 MD 18:EJAN3118-36IGRFE,36IGRFE) SOURCES AND USES OF FUNDS SW PROSPECT I25 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2036 Delivery Date 12/01/2036 Sources: Bond Proceeds: Par Amount 122,490,000.00 Other Sources of Funds: Funds on Hand* 4,210,000.00 Series 2023 - DSRF 3,299,500.00 Series 2028 - DSRF 3,328,500.00 10,838,000.00 133,328,000.00 Uses: Project Fund Deposits: Project Fund 58,452,568.75 Refunding Escrow Deposits: Cash Deposit* 67,195,000.00 Other Fund Deposits: Capitalized Interest Fund 1,301,456.25 Debt Service Reserve Fund 5,566,525.00 6,867,981.25 Cost of Issuance: Other Cost of Issuance 200,000.00 Delivery Date Expenses: Underwriter's Discount 612,450.00 133,328,000.00 [*] Estimated balances (tbd). 7 Jan 31, 2018 7:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (SW Prospect I25 MD 18:EJAN3118-36IGRFE,36IGRFE) BOND SUMMARY STATISTICS SW PROSPECT I25 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2036 Delivery Date 12/01/2036 First Coupon 06/01/2037 Last Maturity 12/01/2066 Arbitrage Yield 4.250000% True Interest Cost (TIC) 4.285255% Net Interest Cost (NIC) 4.250000% All-In TIC 4.296822% Average Coupon 4.250000% Average Life (years) 22.934 Weighted Average Maturity (years) 22.934 Duration of Issue (years) 14.508 Par Amount 122,490,000.00 Bond Proceeds 122,490,000.00 Total Interest 119,391,850.00 Net Interest 120,004,300.00 Bond Years from Dated Date 2,809,220,000.00 Bond Years from Delivery Date 2,809,220,000.00 Total Debt Service 241,881,850.00 Maximum Annual Debt Service 17,368,050.00 Average Annual Debt Service 8,062,728.33 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 2063 122,490,000.00 100.000 4.250% 22.934 11/07/2059 207,008.10 122,490,000.00 22.934 207,008.10 All-In Arbitrage TIC TIC Yield Par Value 122,490,000.00 122,490,000.00 122,490,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount -612,450.00 -612,450.00 - Cost of Issuance Expense -200,000.00 - Other Amounts Target Value 121,877,550.00 121,677,550.00 122,490,000.00 Target Date 12/01/2036 12/01/2036 12/01/2036 Yield 4.285255% 4.296822% 4.250000% 8 Jan 31, 2018 7:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (SW Prospect I25 MD 18:EJAN3118-36IGRFE,36IGRFE) BOND DEBT SERVICE SW PROSPECT I25 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01/2037 2,602,912.50 2,602,912.50 12/01/2037 2,602,912.50 2,602,912.50 5,205,825.00 06/01/2038 2,602,912.50 2,602,912.50 12/01/2038 2,602,912.50 2,602,912.50 5,205,825.00 06/01/2039 2,602,912.50 2,602,912.50 12/01/2039 2,602,912.50 2,602,912.50 5,205,825.00 06/01/2040 2,602,912.50 2,602,912.50 12/01/2040 325,000 4.250% 2,602,912.50 2,927,912.50 5,530,825.00 06/01/2041 2,596,006.25 2,596,006.25 12/01/2041 340,000 4.250% 2,596,006.25 2,936,006.25 5,532,012.50 06/01/2042 2,588,781.25 2,588,781.25 12/01/2042 685,000 4.250% 2,588,781.25 3,273,781.25 5,862,562.50 06/01/2043 2,574,225.00 2,574,225.00 12/01/2043 715,000 4.250% 2,574,225.00 3,289,225.00 5,863,450.00 06/01/2044 2,559,031.25 2,559,031.25 12/01/2044 1,095,000 4.250% 2,559,031.25 3,654,031.25 6,213,062.50 06/01/2045 2,535,762.50 2,535,762.50 12/01/2045 1,145,000 4.250% 2,535,762.50 3,680,762.50 6,216,525.00 06/01/2046 2,511,431.25 2,511,431.25 12/01/2046 1,565,000 4.250% 2,511,431.25 4,076,431.25 6,587,862.50 06/01/2047 2,478,175.00 2,478,175.00 12/01/2047 1,630,000 4.250% 2,478,175.00 4,108,175.00 6,586,350.00 06/01/2048 2,443,537.50 2,443,537.50 12/01/2048 2,095,000 4.250% 2,443,537.50 4,538,537.50 6,982,075.00 06/01/2049 2,399,018.75 2,399,018.75 12/01/2049 2,185,000 4.250% 2,399,018.75 4,584,018.75 6,983,037.50 06/01/2050 2,352,587.50 2,352,587.50 12/01/2050 2,695,000 4.250% 2,352,587.50 5,047,587.50 7,400,175.00 06/01/2051 2,295,318.75 2,295,318.75 12/01/2051 2,810,000 4.250% 2,295,318.75 5,105,318.75 7,400,637.50 06/01/2052 2,235,606.25 2,235,606.25 12/01/2052 3,375,000 4.250% 2,235,606.25 5,610,606.25 7,846,212.50 06/01/2053 2,163,887.50 2,163,887.50 12/01/2053 3,520,000 4.250% 2,163,887.50 5,683,887.50 7,847,775.00 06/01/2054 2,089,087.50 2,089,087.50 12/01/2054 4,140,000 4.250% 2,089,087.50 6,229,087.50 8,318,175.00 06/01/2055 2,001,112.50 2,001,112.50 12/01/2055 4,315,000 4.250% 2,001,112.50 6,316,112.50 8,317,225.00 06/01/2056 1,909,418.75 1,909,418.75 12/01/2056 5,000,000 4.250% 1,909,418.75 6,909,418.75 8,818,837.50 06/01/2057 1,803,168.75 1,803,168.75 12/01/2057 5,210,000 4.250% 1,803,168.75 7,013,168.75 8,816,337.50 06/01/2058 1,692,456.25 1,692,456.25 12/01/2058 5,960,000 4.250% 1,692,456.25 7,652,456.25 9,344,912.50 06/01/2059 1,565,806.25 1,565,806.25 12/01/2059 6,215,000 4.250% 1,565,806.25 7,780,806.25 9,346,612.50 06/01/2060 1,433,737.50 1,433,737.50 12/01/2060 7,040,000 4.250% 1,433,737.50 8,473,737.50 9,907,475.00 06/01/2061 1,284,137.50 1,284,137.50 Jan 31, 2018 7:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (SW Prospect I25 MD 18:EJAN3118-36IGRFE,36IGRFE) NET DEBT SERVICE SW PROSPECT I25 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Period Total Debt Service Capitalized Net Ending Principal Interest Debt Service Reserve Fund Interest Fund Debt Service 12/01/2037 5,205,825.00 5,205,825.00 1,301,456.25 3,904,368.75 12/01/2038 5,205,825.00 5,205,825.00 5,205,825.00 12/01/2039 5,205,825.00 5,205,825.00 5,205,825.00 12/01/2040 325,000 5,205,825.00 5,530,825.00 5,530,825.00 12/01/2041 340,000 5,192,012.50 5,532,012.50 5,532,012.50 12/01/2042 685,000 5,177,562.50 5,862,562.50 5,862,562.50 12/01/2043 715,000 5,148,450.00 5,863,450.00 5,863,450.00 12/01/2044 1,095,000 5,118,062.50 6,213,062.50 6,213,062.50 12/01/2045 1,145,000 5,071,525.00 6,216,525.00 6,216,525.00 12/01/2046 1,565,000 5,022,862.50 6,587,862.50 6,587,862.50 12/01/2047 1,630,000 4,956,350.00 6,586,350.00 6,586,350.00 12/01/2048 2,095,000 4,887,075.00 6,982,075.00 6,982,075.00 12/01/2049 2,185,000 4,798,037.50 6,983,037.50 6,983,037.50 12/01/2050 2,695,000 4,705,175.00 7,400,175.00 7,400,175.00 12/01/2051 2,810,000 4,590,637.50 7,400,637.50 7,400,637.50 12/01/2052 3,375,000 4,471,212.50 7,846,212.50 7,846,212.50 12/01/2053 3,520,000 4,327,775.00 7,847,775.00 7,847,775.00 12/01/2054 4,140,000 4,178,175.00 8,318,175.00 8,318,175.00 12/01/2055 4,315,000 4,002,225.00 8,317,225.00 8,317,225.00 12/01/2056 5,000,000 3,818,837.50 8,818,837.50 8,818,837.50 12/01/2057 5,210,000 3,606,337.50 8,816,337.50 8,816,337.50 12/01/2058 5,960,000 3,384,912.50 9,344,912.50 9,344,912.50 12/01/2059 6,215,000 3,131,612.50 9,346,612.50 9,346,612.50 12/01/2060 7,040,000 2,867,475.00 9,907,475.00 9,907,475.00 12/01/2061 7,340,000 2,568,275.00 9,908,275.00 9,908,275.00 12/01/2062 8,245,000 2,256,325.00 10,501,325.00 10,501,325.00 12/01/2063 8,595,000 1,905,912.50 10,500,912.50 10,500,912.50 12/01/2064 9,590,000 1,540,625.00 11,130,625.00 11,130,625.00 12/01/2065 10,000,000 1,133,050.00 11,133,050.00 11,133,050.00 12/01/2066 16,660,000 708,050.00 17,368,050.00 5,566,525 11,801,525.00 122,490,000 119,391,850.00 241,881,850.00 5,566,525 1,301,456.25 235,013,868.75 10 Jan 31, 2018 7:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (SW Prospect I25 MD 18:EJAN3118-36IGRFE,36IGRFE) SUMMARY OF BONDS REFUNDED SW PROSPECT I25 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Maturity Interest Par Call Call Bond Date Rate Amount Date Price 1/31/18: Ser 23 NR LF, 5.00%, 105x, 0+50, Gro thru '26+6% BiRE, SP: TERM53 12/01/2037 5.000% 605,000.00 12/01/2036 100.000 12/01/2038 5.000% 775,000.00 12/01/2036 100.000 12/01/2039 5.000% 815,000.00 12/01/2036 100.000 12/01/2040 5.000% 1,000,000.00 12/01/2036 100.000 12/01/2041 5.000% 1,050,000.00 12/01/2036 100.000 12/01/2042 5.000% 1,255,000.00 12/01/2036 100.000 12/01/2043 5.000% 1,320,000.00 12/01/2036 100.000 12/01/2044 5.000% 1,550,000.00 12/01/2036 100.000 12/01/2045 5.000% 1,630,000.00 12/01/2036 100.000 12/01/2046 5.000% 1,885,000.00 12/01/2036 100.000 12/01/2047 5.000% 1,975,000.00 12/01/2036 100.000 12/01/2048 5.000% 2,260,000.00 12/01/2036 100.000 12/01/2049 5.000% 2,375,000.00 12/01/2036 100.000 12/01/2050 5.000% 2,690,000.00 12/01/2036 100.000 12/01/2051 5.000% 2,820,000.00 12/01/2036 100.000 12/01/2052 5.000% 3,170,000.00 12/01/2036 100.000 12/01/2053 5.000% 6,630,000.00 12/01/2036 100.000 33,805,000.00 1/31/18: Ser 28 NR LF, 5.00%, 105x, 0+50, Gro thru '31+6% BiRE, SP: TERM58 12/01/2044 5.000% 35,000.00 12/01/2036 100.000 12/01/2045 5.000% 35,000.00 12/01/2036 100.000 12/01/2046 5.000% 140,000.00 12/01/2036 100.000 12/01/2047 5.000% 150,000.00 12/01/2036 100.000 12/01/2048 5.000% 265,000.00 12/01/2036 100.000 12/01/2049 5.000% 275,000.00 12/01/2036 100.000 12/01/2050 5.000% 400,000.00 12/01/2036 100.000 12/01/2051 5.000% 425,000.00 12/01/2036 100.000 12/01/2052 5.000% 570,000.00 12/01/2036 100.000 12/01/2053 5.000% 595,000.00 12/01/2036 100.000 12/01/2054 5.000% 4,635,000.00 12/01/2036 100.000 12/01/2055 5.000% 4,865,000.00 12/01/2036 100.000 12/01/2056 5.000% 5,480,000.00 12/01/2036 100.000 12/01/2057 5.000% 5,755,000.00 12/01/2036 100.000 12/01/2058 5.000% 9,765,000.00 12/01/2036 100.000 33,390,000.00 67,195,000.00 11 Jan 31, 2018 7:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (SW Prospect I25 MD 18:EJAN3118-36IGRFE,36IGRFE) ESCROW REQUIREMENTS SW PROSPECT I25 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2036 Delivery Date 12/01/2036 1/31/18: Ser 23 NR LF, 5.00%, 105x, 0+50, Gro thru '26+6% BiRE, SP Period Principal Ending Redeemed Total 12/01/2036 33,805,000.00 33,805,000.00 33,805,000.00 33,805,000.00 12 Jan 31, 2018 7:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (SW Prospect I25 MD 18:EJAN3118-36IGRFE,36IGRFE) ESCROW REQUIREMENTS SW PROSPECT I25 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2036 Delivery Date 12/01/2036 1/31/18: Ser 28 NR LF, 5.00%, 105x, 0+50, Gro thru '31+6% BiRE, SP Period Principal Ending Redeemed Total 12/01/2036 33,390,000.00 33,390,000.00 33,390,000.00 33,390,000.00 13 Jan 31, 2018 7:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (SW Prospect I25 MD 18:EJAN3118-36IGRFE,36IGRFE) PRIOR BOND DEBT SERVICE SW PROSPECT I25 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01/2037 1,679,875 1,679,875 12/01/2037 605,000 5.000% 1,679,875 2,284,875 3,964,750 06/01/2038 1,664,750 1,664,750 12/01/2038 775,000 5.000% 1,664,750 2,439,750 4,104,500 06/01/2039 1,645,375 1,645,375 12/01/2039 815,000 5.000% 1,645,375 2,460,375 4,105,750 06/01/2040 1,625,000 1,625,000 12/01/2040 1,000,000 5.000% 1,625,000 2,625,000 4,250,000 06/01/2041 1,600,000 1,600,000 12/01/2041 1,050,000 5.000% 1,600,000 2,650,000 4,250,000 06/01/2042 1,573,750 1,573,750 12/01/2042 1,255,000 5.000% 1,573,750 2,828,750 4,402,500 06/01/2043 1,542,375 1,542,375 12/01/2043 1,320,000 5.000% 1,542,375 2,862,375 4,404,750 06/01/2044 1,509,375 1,509,375 12/01/2044 1,585,000 5.000% 1,509,375 3,094,375 4,603,750 06/01/2045 1,469,750 1,469,750 12/01/2045 1,665,000 5.000% 1,469,750 3,134,750 4,604,500 06/01/2046 1,428,125 1,428,125 12/01/2046 2,025,000 5.000% 1,428,125 3,453,125 4,881,250 06/01/2047 1,377,500 1,377,500 12/01/2047 2,125,000 5.000% 1,377,500 3,502,500 4,880,000 06/01/2048 1,324,375 1,324,375 12/01/2048 2,525,000 5.000% 1,324,375 3,849,375 5,173,750 06/01/2049 1,261,250 1,261,250 12/01/2049 2,650,000 5.000% 1,261,250 3,911,250 5,172,500 06/01/2050 1,195,000 1,195,000 12/01/2050 3,090,000 5.000% 1,195,000 4,285,000 5,480,000 06/01/2051 1,117,750 1,117,750 12/01/2051 3,245,000 5.000% 1,117,750 4,362,750 5,480,500 06/01/2052 1,036,625 1,036,625 12/01/2052 3,740,000 5.000% 1,036,625 4,776,625 5,813,250 06/01/2053 943,125 943,125 12/01/2053 7,225,000 5.000% 943,125 8,168,125 9,111,250 06/01/2054 762,500 762,500 12/01/2054 4,635,000 5.000% 762,500 5,397,500 6,160,000 06/01/2055 646,625 646,625 12/01/2055 4,865,000 5.000% 646,625 5,511,625 6,158,250 06/01/2056 525,000 525,000 12/01/2056 5,480,000 5.000% 525,000 6,005,000 6,530,000 06/01/2057 388,000 388,000 12/01/2057 5,755,000 5.000% 388,000 6,143,000 6,531,000 06/01/2058 244,125 244,125 12/01/2058 9,765,000 5.000% 244,125 10,009,125 10,253,250 67,195,000 53,120,500 120,315,500 120,315,500 14 1596.0003; 871224 EXHIBIT F SW Prospect I25 Metropolitan District Nos. 1-7 Intergovernmental Agreement INTERGOVERNMENTAL AGREEMENT THIS INTERGOVERNMENTAL AGREEMENT is made and entered into by and between the City of Fort Collins, Colorado, a Colorado home rule municipality (the “City”), and SW Prospect I25 Metropolitan District Nos. 1-7, quasi-municipal corporations and political subdivisions of the State of Colorado (collectively, the “Districts”). 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 March 6, 2018, which may be amended from time to time as set forth therein (the “Service Plan”); and WHEREAS, the City and the property owner organizers of the Districts have entered into that certain “Binding Agreement Pertaining to Development of the Interstate Highway 25 and Prospect Road Interchange” dated March __, 2018 (the “Binding Agreement”); and WHEREAS, the Binding Agreement contemplates that the City and the Districts will enter into a “Capital Pledge Agreement” pursuant to which the District will share in the cost of the Colorado Department of Transportation project to improve the I-25 and Prospect Road Interchange (the “Capital Pledge Agreement); 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 Intergovernmental Agreement as provided in the Service Plan (“Agreement”). 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 hereto agree as follows: COVENANTS AND AGREEMENTS 1. Incorporation by Reference. The Service Plan is hereby incorporated in this agreement by this reference. The District agrees 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 Title 32, Article 1, C.R.S. (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. Imposition of Fees, Levying of Taxes and Issuance of Debt. The Districts shall not impose any taxes, fees, rates, tolls or charges, or issue any Debt unless or until: (a) the Property Owner has recorded the PIF Covenant (as defined in the Binding Agreement) against itsproperty 40775075.v1 within the Project Area Boundaries, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. 3. City Prior Approvals. The Districts shall obtain any prior City or City Council approvals as required in the Service Plan before undertaking the action requiring such approval. 4. Enforcement. The parties agree that this Agreement may be enforced at law or in equity, including actions seeking specific performance, mandamus, injunctive, or other appropriate relief. The parties also agree that this Agreement may be enforced pursuant to Section 32-1-207, C.R.S. and other provisions of the Special District Act granting rights to municipalities or counties approving a service plan of a special district. 5. 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. 6. 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. 7. Beneficiaries. Except as otherwise stated herein, this Agreement is intended to 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 persons or entities not named as parties. 8. 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 either party or as to both parties, such portion shall be deemed severable and its invalidity or its unenforceability shall not cause the entire agreement to be terminated. 9. 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. 10. Successors and Assigns. This Agreement and the rights and obligations created hereby shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. SW PROSPECT I25 METROPOLITAN DISTRICT NOS. 1-7 BY: President ATTEST: 40775075.v1 By:_______________________________ Secretary CITY OF FORT COLLINS, COLORADO By: Mayor ATTEST: By: City Clerk 1596.0003; 884443 CERTIFICATE CONCERNING NOTICES OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN IN RE THE ORGANIZATION OF SW PROSPECT I25 METROPOLITAN DISTRICT NOS. 1-7, CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO I, Abby Franz, an a paralegal at the law firm of White Bear Ankele Tanaka & Waldron Professional Corporation, acting on behalf of SW Prospect I25 Metropolitan District Nos.1-7 (the “Districts”), do hereby certify as follows: 1. That the City Council of the City of Fort Collins (the “City Council”) set a public hearing for Tuesday, March 6, 2018 at 6:00 p.m. at the City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado (the “Hearing”), for the purpose of considering the Consolidated Service Plan (the “Service Plan”) for the Districts and to form a basis for adopting a resolution approving, conditionally approving or disapproving the Service Plan; 2. That, pursuant to § 32-1-204.5, C.R.S., and the City of Fort Collins Policy for Reviewing Proposed Service Plans for Title 32 Metropolitan Districts, dated July 9, 2008, the Notice of Public Hearing on Consolidated Service Plan, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference, was sent by U.S. mail on February 14, 2018, more than ten (10) days prior to the Hearing, to the property owners within the proposed Districts as listed on the records of the County Assessor, as set forth on the list attached hereto as Exhibit B and incorporated herein by this reference and; 3. That the Notice of Public Hearing on Consolidated Service Plan was further published on February 12, 2018 in The Coloradoan. A copy of the Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan is attached hereto as Exhibit C and incorporated herein by this reference Signed this 28 th day of February, 2018. By: Abby Franz, Paralegal EXHIBIT B EXHIBIT A TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Notice of Public Hearing on Consolidated Service Plan) NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A SPECIAL DISTRICT IN RE THE ORGANIZATION OF SW PROSPECT I25 METROPOLITAN DISTRICT NOS. 1-7, CITY OF FT. COLLINS, COUNTY OF LARIMER, STATE OF COLORADO NOTICE IS HEREBY GIVEN that, pursuant to § 32-1-204(1), C.R.S., a Service Plan (the “Service Plan”) for the proposed SW Prospect I25 Metropolitan District Nos. 1-7 (“Districts”) has been filed and is available for public inspection in the office of the City Clerk of the City of Ft. Collins. A public hearing on the Service Plan will be held by the City Council of the City of Ft. Collins (the “City Council”) on Tuesday, March 6, 2018, at 6:00 p.m., at City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado, or as soon thereafter as the City Council may hear such matter. The Districts are metropolitan districts. Public improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed, specifically including related eligible costs for acquisition and administration, as authorized by the Special District Act, except as specifically limited in Section V of the Districts’ Service Plan to serve the future taxpayers and property owners of the Districts as determined by the Board of the Districts in its discretion. The maximum mill levy each District is permitted to impose upon the taxable property within its boundaries and shall be Eighty (80) Mills subject to the limitations set forth in the Service Plan. The proposed districts will be located at the southwest corner of the Prospect/I-25 Intersection. A description of the land contained within the boundaries of the proposed Districts is as follows: A Tract of land located in Section 21, and Section 22, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, containing approximately 142.43 acres, as further described in the Service Plan. NOTICE IS FURTHER GIVEN that pursuant to § 32-1-203(3.5), C.R.S., any person owning property in the proposed Districts may request that such property be excluded from the Districts by submitting such request to the Board of County Commissioners of Larimer County no later than ten days prior to the public hearing. All protests and objections must be submitted in writing to the City Manager at or prior to the public hearing or any continuance or postponement thereof in order to be considered. All protests and objections to the Districts shall be deemed to be waived unless presented at the time and in the manner specified herein. BY ORDER OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS EXHIBIT B TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Mailing List of Property Owners) Colorado State University P.O. Box 483 Fort Collins, CO 80522 EXHIBIT C TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan) -1- RESOLUTION 2018-027 OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS APPROVING THE CONSOLIDATED SERVICE PLAN FOR THE GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS. 1-7 WHEREAS, the interchange at Interstate Highway 25 and Prospect Road (the “Interchange”) is owned by the State of Colorado and operated and maintained by the Colorado Department of Transportation (“CDOT”); and WHEREAS, the Interchange is within the City’s boundaries and adjacent to its four corners are several undeveloped parcels of privately-owned land, which parcels are also within the City’s boundaries; and WHEREAS, Fort Collins/I-25 Interchange Corner, LLC (“FCIC”) is the fee title owner of a parcel of land adjacent to the northwest corner of the Interchange (the “FCIC Parcel”); and WHEREAS, Gateway at Prospect Apartments, LLC (“GAPA”) is the fee title owner of a parcel of land also adjacent to the northwest corner of the Interchange (the “GAPA Parcel”); and WHEREAS, a group of tenants in common (“TIC Owners”) are the fee title owners of the three parcels of land adjacent to the northeast corner of the Interchange (the “TIC Owners Parcels”); and WHEREAS, Paradigm Properties LLC (“Paradigm”) is the fee title owner of the two parcels of land adjacent to the southeast corner of the Interchange (the “Paradigm Parcels”); and WHEREAS, the Colorado State University Research Foundation (“CSURF”) is the fee title owner of the two parcels of land adjacent to the southwest corner of the Interchange (the “CSURF Parcels”); and WHEREAS, FCIC, GAPA, the TIC Owners, Paradigm and CSURF are hereafter collectively referred to as the “Property Owners” and the FCIC Parcel, GAPA Parcel, the TIC Owners Parcels, Paradigm Parcels and CSURF Parcels are hereafter collectively referred to as the “Properties”; and WHEREAS, CDOT has notified the City that it is planning a project to significantly modify and improve the Interchange by reconstructing its ramps and bridge and by reconstructing Prospect Road to a configuration with four through lanes, a raised median, left turn lanes and pedestrian and bicycle facilities, and CDOT is expected to begin construction of this project after July 1, 2018 (the “Project”); and WHEREAS, the Project will also include certain urban design improvements requested by the City that are typically required under the City’s development standards (the “Urban Design Features”); and WHEREAS, the Project and the Urban Design Features will provide significant public benefits to the City and its residents, and they will benefit the Property Owners by materially increasing the value of their Properties; and -2- WHEREAS, CDOT estimates that the total cost of the Project, as originally proposed by it, will be approximately $24 million, but it has indicated that it will only provide $12 million to fund the Project, leaving a $12 million deficit; and WHEREAS, the Urban Design Features planned by the City will add an additional $7 million to the cost of the Project, bringing the total Project cost to $31 million; and WHEREAS, CDOT has asked the City to participate in the Project by funding the $12 million deficit originally identified by CDOT, but the City is only willing to consider funding this deficit if the additional $7 million of Urban Design Features are included in the Project and if the Town of Timnath, Colorado (“Timnath”) and the Property Owners share in funding this $19 million deficit; and WHEREAS, the City has previously entered into an Intergovernmental Agreement dated April 14, 2017, with CDOT in which the City has agreed to contribute $2.25 million in support of CDOT’s project to improve I-25 from Colorado Highway 402 to Colorado Highway 14 (the “CDOT IGA”); and WHEREAS, on January 2, 2018, the City Council adopted Resolution 2018-004 approving an amendment to the CDOT IGA, in which amendment the City has agreed to share in the cost of the Interchange Project as proposed by CDOT and CDOT has agreed to add the Urban Design Features to the Project, which amendment the City and CDOT entered into on January 18, 2018 (the “Amended IGA”); and WHEREAS, the City has also asked Timnath to share in funding the City’s commitment to CDOT under the Amended IGA since Timnath will also experience significant public benefits from the Project; and WHEREAS, the City and Timnath have been negotiating a separate agreement under which Timnath would reimburse the City for up to $2.5 million of the $19 million deficit to be paid over a twenty-year period, thereby leaving a $16.5 million deficit (the “Remaining Deficit”); and WHEREAS, the City and the Property Owners have previously negotiated and entered into that certain “Memorandum of Understanding Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange” dated January 30, 2018, which City Council approved in Resolution 2018-005 on January 2, 2018 (the “MOU”); and WHEREAS, the City and the Property Owners acknowledged in the MOU that while it is not a binding agreement, the parties nevertheless intended to cooperate in good faith to negotiate and enter into a binding agreement under which the parties would agree to equally share in the payment of the Remaining Deficit; and WHEREAS, as so intended in the MOU, City staff and the Property Owners have negotiated in good faith a “Binding Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange” (the “Binding Agreement”); and -3- WHEREAS, the City Council has on this date adopted Resolution 2018-024 approving and authorizing the City’s execution of the Binding Agreement; and WHEREAS, the Property Owners agree in the Binding Agreement to equally share the Remaining Deficit by the Property Owners agreeing to reimburse the City over time their $8.25 million share (“Shared Deficit”) to be reduced by a credit of $500,000 representing the value of the Property Owners’ land that will be dedicated to CDOT without receiving compensation as right of way for the Project (the “ROW Credit”) and a credit of $700,000 representing the transportation capital expansion fees anticipated to be paid to the City under Fort Collins Code Section 7.5-32 related to the future development of the Properties (the “TCEF Credit”); and WHEREAS, after the ROW Credit and the TCEF Credit are applied to the Shared Deficit, the Binding Agreement provides that the Property Owners’ portion of the Shared Deficit will be $7,050,000, plus financing costs (“Owners’ Share”); and WHEREAS, the Binding Agreement further provides that the Owners’ Share will accrue interest at the rate the City incurs in financing its funding obligations to CDOT under the Amended IGA and that this adjusted amount will be paid in twenty annual payments of principal and interest from the Pledged Revenues (as hereinafter defined); and WHEREAS, the Property Owners also agree in the Binding Agreement to record against their respective Properties a covenant imposing a public improvement fee at a rate .75%, net of any administrative fees for collection, to be imposed on all future retail sales on the Properties that are also subject to the City’s sales tax under Article III of City Code Chapter 25, as amended (collectively, the “Interchange PIF Covenant”); and WHEREAS, to pay the Owners’ Share, the Binding Agreement contemplates that the Property Owners will organize a metropolitan district under the provisions of Article 1 of Title 32 of the Colorado Revised Statutes (the “Special District Act”); and WHEREAS, on July 15, 2008, the City Council adopted Resolution 2008-069 creating a Policy for Reviewing Proposed Service Plans for Title 32 metropolitan districts (the “City Policy”) setting forth criteria to serve as a guide for Council’s consideration of metropolitan district service plans, but retaining to Council the full discretion and authority regarding the terms and conditions of the service plans it considers and approves; and WHEREAS, the Property Owners have submitted to the City, in accordance with the City Policy, the “Service Plan for I-25/Prospect Interchange Metropolitan District, City of Fort Collins, Colorado” (the “Interchange Service Plan”) to create this metropolitan district (the “Interchange Metro District”); and WHEREAS, the Interchange Service Plan proposes the creation of the Interchange Metro District for the sole purpose of paying the Owners’ Share through the Interchange Metro District’s pledge of a combination of a property tax mill levy of not less than 7.5 mills, but not more than 10 mills, on the Properties (“Property Tax”), fees imposed by it on and collected from future development occurring on the Properties (“Project Fees”) and the net revenues from the Interchange PIF Covenant collected by the Interchange Metro District (“PIF Revenues”); and -4- WHEREAS, the Interchange Metro District’s commitment to pledge the Property Tax, the Project Fees and the PIF Revenues (collectively, the “Pledged Revenues”) to the payment of the Owners’ Share is set out in the Capital Pledge Agreement attached as Exhibit “D” to the Interchange Service Plan (the “Capital Pledge Agreement”); and WHEREAS, as anticipated in the MOU, four of the Property Owners also wish to form other metropolitan districts under the District Act to use to construct and fund some or all of the basic public infrastructure needed in the future development of their individual Properties, whether such development is commercial or residential, and for maintenance of such infrastructure and for all other purposes allowed by the District Act and the approved service plans (the “Development Metro Districts”); and WHEREAS, the Interchange Metro District and the Development Metro Districts shall be collectively referred to as the “Metro Districts”; and WHEREAS, the Metro Districts cannot be created under the District Act without the City Council approving a service plan for each of the Metro Districts (collectively, “Service Plans”) which, together with the District Act, will govern the operation of the Metro Districts and their authority to impose, collect, spend and pledge property taxes and fees, issue debt, and they will delineate the type of basic public infrastructure and services the Metro Districts will be authorized to provide and how the Metro Districts will cooperate with each other, the City and the Property Owners to fund regional and local infrastructure; and WHEREAS, the Binding Agreement contemplates that if all of the Service Plans are not approved by Council, that the Interchange Metro District will not enter into the Capital Pledge Agreement and the Property Owners will not record the Interchange PIF Covenant, however the Binding Agreement also contemplates that the Development Districts will be unable to impose any fees or property tax mill levy or issue any debt unless the Interchange Metro District conducts a TABOR election on May 8, 2018, in accordance with Article X, Section 20 of the Colorado Constitution, that authorizes the Interchange Metro District’s Property Tax and the Capital Pledge Agreement, the Interchange Metro District enters into the Capital Pledge Agreement, and the Property Owners record the PIF Covenant against all of their respective Properties; and WHEREAS, FCIC, as the owner of the FCIC Parcel, and GAPA, as the owner of GAPA Parcel, have submitted to the City, in accordance with the City Policy, the “Consolidated Service Plan for Gateway at Prospect Metropolitan District Nos. 1-7” attached hereto as Exhibit “A” and incorporated herein by reference (the “Gateway Service Plan”); and WHEREAS, in accordance with Subsection B of the Review and Approval Process section of the City Policy and Colorado Revised Statutes Section 32-1-204.5, FCIC and GAPA have complied with all notification requirements for City Council’s public hearing on the Gateway Service Plan as evidenced by the “Certificate of Mailing Notice of Service Plan Hearing” dated February 28, 2018, attached hereto as Exhibit “B” and incorporated herein by reference (the “Notice Requirements”); and -5- WHEREAS, in addition to compliance with the Notice Requirements, FCIC and GAPA have caused to be published a notice of the Public Hearing in the Coloradoan, a newspaper of general circulation within the boundaries of the proposed Gateway at Prospect Metropolitan District Nos. 1-7 (the “Gateway Metro Districts”); and WHEREAS, the City Council has reviewed the Gateway Service Plan and considered the testimony and evidence presented at a public hearing on March 6, 2018 (the “Public Hearing”); and 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 a resolution of the governing body of the municipality within which the proposed district lies; and WHEREAS, the City Council wishes to approve the Gateway Service Plan. 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 Gateway Service Plan. Section 3. That the City Council hereby finds that the Gateway Service Plan contains, or sufficiently provides for, the items described in Colorado Revised Statutes Section 32-1-202(2), and that: a. There is sufficient existing and projected need for organized service in the area to be serviced by the proposed Gateway Metro Districts; b. The existing service in the area to be served by the proposed Gateway Metro Districts is inadequate for present and projected needs; c. The proposed Gateway Metro Districts are capable of providing economical and sufficient service to the area within their proposed boundaries; and d. The area to be included within the proposed Gateway Metro Districts has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. Section 4. That the City Council’s findings are based solely upon the evidence in the Gateway Service Plan as presented at the Public Hearing and the City has not conducted any -6- independent investigation of the evidence. The City makes no guarantee as to the financial viability of the Gateway Metro Districts or the achievability of the desired results. Section 5. That the City Council hereby approves the Gateway Service Plan. Section 6. That the City Council’s approval of the Gateway Service Plan is not a waiver or a limitation upon any power that the City or the City Council is legally permitted to exercise with respect to the property within the Gateway Metro Districts. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 6th day of March A.D. 2018. ____________________________________ Mayor ATTEST: ______________________________ City Clerk CONSOLIDATED SERVICE PLAN FOR GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS. 1-7 CITY OF FORT COLLINS, COLORADO Prepared by: White Bear Ankele Tanaka & Waldron, Professional Corporation 748 Whalers Way, Suite 210 Fort Collins, Colorado 80525 March 6, 2018 EXHIBIT A i TABLE OF CONTENTS I. INTRODUCTION .............................................................................................................. 1 A. Purpose and Intent................................................................................................... 1 B. Need for the Districts. ............................................................................................. 2 C. Objective of the City Regarding Districts’ Service Plan. ....................................... 2 II. DEFINITIONS .................................................................................................................... 3 III. BOUNDARIES ................................................................................................................... 6 IV. PROPOSED LAND USE AND ASSESSED VALUATION ............................................. 6 V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES ....... 7 A. Powers of the Districts and Service Plan Amendment. .......................................... 7 1. Operations and Maintenance....................................................................... 7 2. Development Standards. ............................................................................. 7 3. Privately Placed Debt Limitation. ............................................................... 7 4. Inclusion and Exclusion Limitation. ........................................................... 8 5. Maximum Debt Authorization. ................................................................... 8 6. Monies from Other Governmental Sources. ............................................... 8 7. Consolidation Limitation. ........................................................................... 8 8. Eminent Domain Limitation. ...................................................................... 8 9. Service Plan Amendment Requirement. ..................................................... 9 B. Infrastructure Preliminary Development Plan. ....................................................... 9 VI. FINANCIAL PLAN.......................................................................................................... 10 A. General. ................................................................................................................. 10 B. Maximum Voted Interest Rate and Maximum Underwriting Discount. .............. 11 C. Maximum Mill Levies. ......................................................................................... 11 D. Debt Issuance and Maturity. ................................................................................. 12 E. Security for Debt. .................................................................................................. 12 F. TABOR Compliance. ............................................................................................ 12 G. Districts’ Operating Costs. .................................................................................... 12 H. Elections. ............................................................................................................... 13 VII. ANNUAL REPORT ......................................................................................................... 13 A. General. ................................................................................................................. 13 B. Reporting of Significant Events. ........................................................................... 13 VIII. DISSOLUTION ................................................................................................................ 14 IX. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND EXTRATERRITORIAL SERVICE AGREEMENTS ..................................................... 14 X. MATERIAL MODIFICATIONS ..................................................................................... 14 1597.0003; 876246 ii XI. SANCTIONS .................................................................................................................... 15 XII. INTERGOVERNMENTAL AGREEMENT WITH CITY .............................................. 16 XIII. CONCLUSION ................................................................................................................. 16 XIV. RESOLUTION OF APPROVAL ..................................................................................... 16 1597.0003; 876246 iii LIST OF EXHIBITS EXHIBIT A-1 Legal Description of Project Area Boundaries EXHIBIT A-2 Legal Description of District No. 1 EXHIBIT A-3 Legal Description of District No. 2 EXHIBIT A-4 Legal Description of District No. 3 EXHIBIT A-5 Legal Description of District No. 4 EXHIBIT A-6 Legal Description of District No. 5 EXHIBIT A-7 Legal Description of District No. 6 EXHIBIT A-8 Legal Description of District No. 7 EXHIBIT B-1 Project Area Boundary Map EXHIBIT B-2 District No. 1 Boundary Map EXHIBIT B-3 District No. 2 Boundary Map EXHIBIT B-4 District Nos. 3-7 Boundary Map EXHIBIT B-5 District Nos. 1-7 Estimated Future Boundary Map EXHIBIT C Vicinity Map EXHIBIT D Infrastructure Preliminary Development Plan EXHIBIT E Financial Plan EXHIBIT F Intergovernmental Agreement 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. Except as may otherwise be provided for by State or local law or this Service Plan, the Districts’ activities are subject to review by the City only insofar as they may deviate in a material manner from the requirements of this Service Plan. The Districts are needed to provide Public Improvements to the Project for the benefit of property owners within the Districts and other local development and will result in enhanced benefits to existing and future business owners and/or residents of the City. The primary purpose of the Districts will be to finance the construction of these Public Improvements. The Districts are being organized under a multiple-district structure. As the Project is anticipated to be built over an extended period of time, this will allow for a phased absorption of the Project and corresponding Public Improvements. Additionally, such structure assures proper coordination of the powers and authorities of the independent Districts and avoids confusion regarding the separate, but coordinated, purposes of the Districts that could arise if separate service plans were used. Under such structure, District No. 7, as the service district, is responsible for managing the construction and operation of the facilities and improvements needed for the Project. District No. 1, District No. 2, District No. 3, District No. 4, District No. 5 and District No. 6, as the financing districts, are responsible for providing the funding and tax base needed to support the Financial Plan for capital improvements. The continued operation of District No. 7, as the service district which owns and operates the public facilities throughout the Project, and the continued operation of District No. 1, District No. 2, District No. 3, District No. 4, District No. 5 and District No. 6, as the financing districts that will generate the tax revenue sufficient to pay the costs of the capital improvements, creates several benefits. These benefits include, inter alia: (1) coordinated administration of construction and operation of Public Improvements, and delivery of those improvements in a timely manner; (2) maintenance of equitable mill levies and reasonable tax burdens on all areas of the Project through proper management of the financing and operation of the Public Improvements; and (3) assured compliance with state laws regarding taxation in a manner which permits the issuance of tax exempt Debt at the most favorable interest rates possible. Currently, development of the Project is anticipated to proceed in phases. Each phase will require the extension of public services and facilities. The multiple district structure will assure that the construction and operation of each phase is primarily administered by a single board of directors consistent with a long-term construction and operations program. Use of District No. 7 as the entity responsible for construction of each phase of the Public Improvements and for management of operations will facilitate a well-planned financing effort through all phases of construction and will assist in assuring coordinated extension of services. The multiple district structure will also help assure that Public Improvements will be provided when they are needed, and not sooner. Appropriate development agreements between District No. 7 and the Property Owners of the Project will allow the postponement of financing for improvements which may not be needed until well into the future, thereby helping property owners avoid the long-term carrying costs associated with financing improvements too early. This, in turn, 1597.0003; 876246 2 allows the full costs of Public Improvements to be allocated over the full build-out of the Project and helps avoid disproportionate cost burdens being imposed on the early phases of development. Allocation of the responsibility for paying Debt for Public Improvements and capital costs will be managed through development of a unified financing plan for those improvements and through development of an integrated operating plan for long-term operations and maintenance. Use of District No. 7 as the service district, to manage these functions, will help assure that the phasing of the Public Improvements will occur as logical and necessary as to conform to development plans approved by the City and will help maintain reasonably uniform mill levies and fee structures throughout the coordinated construction, installation, acquisition, financing and operation of Public Improvements throughout the Project. Intergovernmental agreements among the Districts will assure that the roles and responsibilities of each District are clear in this coordinated development and financing 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, at this time, can financially 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 the Service Plan for the Districts 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. The Districts project to issue a total of One Hundred and Twenty Five Million Dollars ($125,000,000). All Debt is projected to be repaid by the imposition of a Debt Service Mill Levy not to exceed Eighty (80) Mills minus the Overlay District Debt Service Mill Levy, which is in turn not to exceed Ten (10) Mills, subject to adjustment as set forth in the service plan of the Overlay District. The combined Debt Service Mill Levy, Operations and Maintenance Mill Levy and Overlay District Debt Service Mill Levy shall under no circumstances exceed the Maximum Mill Levy described in Section VI.C. In no event shall the Debt Service Mill Levy exceed the Maximum Mill Levy as described in Section VI.C. herein. The City shall, under no circumstances, be responsible for the Debts of the Districts and the City’s approval of this Service Plan shall in no way be interpreted as an agreement, whether tacit or otherwise, to be financially responsible for the Debts of the Districts or the construction of Public Improvements. This Service Plan is intended to establish a limited purpose for the Districts and explicit financial constraints that are not to be violated under any circumstances. The primary purpose is to provide for the Public Improvements associated with the Project and regional improvements as necessary. Ongoing operational and maintenance activities are allowed as addressed in this Service Plan to the extent that the Districts have sufficiently demonstrated that such operations and maintenance functions are in the best interest of the City and the existing and future taxpayers of the Districts. As further detailed in Section VI.C. herein, the aggregate of the 1597.0003; 876246 3 Debt Service Mill Levy, Operations and Maintenance Mill Levy and Overlay District Debt Service Mill Levy shall not exceed the Maximum Mill Levy. 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. However, if the Districts have authorized operation and maintenance functions under this Service Plan, or if by agreement with the City it is desired that the Districts shall continue to exist, then the Districts shall not dissolve but shall retain the power necessary to impose and collect taxes or fees to pay for costs associated with said operations and maintenance functions and/or to perform agreements with the City. The Districts shall be authorized to finance the Public Improvements that can be funded from Debt to be repaid from tax revenues collected from a mill levy which shall not exceed the Maximum Mill Levy and which shall not exceed the Maximum Debt Authorization and Maximum Debt Maturity Term. II. DEFINITIONS In this Service Plan, the following terms which appear in a capitalized format herein shall have the meanings indicated below, unless the context hereof clearly requires otherwise: Approved Development Plan: means a development plan or other process established by the City (including but not limited to approval of a final plat or PUD by the City Council) for identifying, among other things, Public Improvements necessary for facilitating development of property within the Service Area as approved by the City pursuant to the City Code and as amended pursuant to the City Code from time to time. Binding Agreement: means the Binding Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange, by and among the City and the Property Owner, among others. Board or Boards: means the Board of Directors of any 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, and other legally available revenue. Such terms do not include intergovernmental agreements pledging the collection and payment of property taxes in connection with a service district and taxing district(s) structure, if applicable, and other contracts through which a District procures or provides services or tangible property. Capital Pledge Agreement: means the Capital Pledge Agreement between the City and the Overlay District implementing the terms and provisions of the Binding Agreement. City: means the City of Fort Collins, Colorado. Any provision in this Agreement requiring City Council approval shall be deemed to be exercised by City Council in its sole discretion. City Council: means the City Council of the City of Fort Collins, Colorado. 1597.0003; 876246 4 Debt Service Mill Levy: means the mill levy the Districts project to impose for payment of Debt as set forth in the Financial Plan and Section VI. below. District: means Gateway at Prospect Metropolitan District No. 1, Gateway at Prospect Metropolitan District No. 2, Gateway at Prospect Metropolitan District No. 3, Gateway at Prospect Metropolitan District No. 4, Gateway at Prospect Metropolitan District No. 5, Gateway at Prospect Metropolitan District No. 6 or Gateway at Prospect Metropolitan District No. 7, individually. District No. 1: means Gateway at Prospect Metropolitan District No. 1. District No. 2: means Gateway at Prospect Metropolitan District No. 2. District No. 3: means Gateway at Prospect Metropolitan District No. 3. District No. 4: means Gateway at Prospect Metropolitan District No. 4. District No. 5: means Gateway at Prospect Metropolitan District No. 5. District No. 6: means Gateway at Prospect Metropolitan District No. 6. District No. 7: means Gateway at Prospect Metropolitan District No. 7. Districts: means Gateway at Prospect Metropolitan District No. 1, Gateway at Prospect Metropolitan District No. 2, Gateway at Prospect Metropolitan District No. 3, Gateway at Prospect Metropolitan District No. 4, Gateway at Prospect Metropolitan District No. 5, Gateway at Prospect Metropolitan District No. 6 or Gateway at Prospect Metropolitan District No. 7, collectively. District Organization Date: means the date the order and decree issued by the Larimer County District Court as required by law for the District or Districts is recorded with the Larimer County Clerk and Recorder. 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. Financial Plan: means the Financial Plan described in Section VI which is prepared by an External Financial Advisor in accordance with the requirements of the City Code 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 for the first budget year through the year in which all District Debt is expected to be defeased or paid in the ordinary course. In the event the Financial Plan is not prepared by an External Financial Advisor, the Financial Plan is accompanied by a letter of support from an External Financial Advisor. This Financial Plan is intended to represent only one example of debt issuance and financing structure of the Districts, 1597.0003; 876246 5 any variations or adjustments in the timing or implementation thereof shall not be interpreted as material modifications to this Service Plan. Infrastructure Preliminary Development Plan: means the Infrastructure Preliminary Development Plan as described in Section V.B. which includes: (a) a preliminary list of the Public Improvements to be developed by the Districts; (b) an estimate of the cost of the Public Improvements; and (c) the map or maps showing the approximate location(s) of the Public Improvements. The Districts’ implementation of this Infrastructure Preliminary Development Plan is subject to change conditioned upon various external factors including, but not limited to, site conditions, engineering requirements, City, county or state requirements, land use conditions, market conditions, and zoning limitations. Intergovernmental Agreement: means the intergovernmental agreement between the Districts and the City, a form of which is attached hereto as Exhibit F. The Intergovernmental Agreement may be amended from time to time by the applicable District and the City. Maximum Mill Levy: means the maximum mill levy each of the Districts is permitted to impose under this Service Plan for payment of Debt and administration, operations, and maintenance expenses as set forth in Section VI.C. below. Maximum Debt Authorization: means the total Debt the Districts are permitted to issue as set forth in Section V.A.5 and supported by the Financial Plan. Maximum Debt Maturity Term: means the maximum term for repayment in full of a specific District Debt issuance as set forth in Section VI.D. below. Operations and Maintenance Mill Levy: means the mill levy the Districts project to impose for payment of administration, operations, and maintenance costs as set forth in the Financial Plan and Section VI. below. Overlay District: means the I-25/Prospect Interchange Metropolitan District. Overlay District Debt Service Mill Levy: means the mill levy the Overlay District imposes under its service plan for payment of its debt. Project: means the development or property commonly referred to as Gateway at Prospect Site. Project Area Boundaries: means the boundaries of the area described in the Project Area Boundary Map and the legal description attached hereto as Exhibit A-1. Project Area Boundary Map: means the map attached hereto as Exhibit B-1, describing the overall property that incorporates the Project. Property Owner: means Fort Collins/I-25 Interchange Corner, LLC, a Colorado limited liability company, and Gateway at Prospect Apartments, LLC, a Colorado limited liability company, their successors or assigns. 1597.0003; 876246 6 Public Improvements: means a part or all of the improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed as generally described in the Special District Act, except as specifically limited in Section V below to serve the future taxpayers and property owners of the Service Area as determined by the Board of the Districts. Service Area: means the property within the Project Area Boundary Map after such property has been included within the Districts. Service Plan: means this service plan for the Districts approved by the City Council. Service Plan Amendment: means an amendment to the Service Plan approved by the City Council in accordance with applicable state law and this Service Plan. Special District Act or “Act”: means Article 1 of Title 32 of the Colorado Revised Statutes, as amended from time to time. State: means the State of Colorado. Vicinity Map: means a map of the regional area surrounding the Project. III. BOUNDARIES The Project Area Boundaries includes approximately One Hundred Seventy Nine (179) acres. A legal description of the Project Area Boundaries is attached as Exhibit A-1. The Project Area Boundaries are divided into seven (7) separate and distinct Districts (District No. 1, District No. 2, District No. 3, District No. 4, District No. 5, District No. 6 and District No. 7), legal descriptions for which are attached hereto as Exhibits A-2, A-3, A-4, A-5, A-6, A-7 and A-8, respectively. A Project Area Boundary Map is attached hereto as Exhibit B-1, a map of District No. 1 is included as Exhibit B-2, a map of District No. 2 is included as Exhibit B-3, a map of District Nos. 3-7 is included as Exhibit B-4, and an estimated future boundary map of the Districts is included as Exhibit B-5. Finally, a Vicinity Map is attached hereto as Exhibit C. It is anticipated that the Districts’ Boundaries may change from time to time as they undergo inclusions and exclusions pursuant to Section 32-1-401, et seq., C.R.S., and Section 32-1-501, et seq., C.R.S., subject to the limitations set forth in Article V below. IV. PROPOSED LAND USE AND ASSESSED VALUATION The Service Area consists of approximately One Hundred Seventy Nine (179) acres of planned mixed use land. The current assessed valuation of the Service Area is approximately One Hundred Fifty Thousand Dollars ($150,000) and, at build out, is expected to be Two Hundred and Twenty Five Million Dollars ($225,000,000). This amount is expected to be sufficient to reasonably discharge the Debt as demonstrated in the Financial Plan. Approval of this Service Plan by the City does not imply approval of the development of a specific area within the Districts, nor does it imply approval of the total site/floor area of commercial buildings or space which may be identified in this Service Plan or any of the exhibits 1597.0003; 876246 7 attached thereto or any of the Public Improvements, unless the same is contained within an Approved Development Plan. V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES A. Powers of the Districts and Service Plan Amendment. The Districts shall have the power and authority to acquire, construct and install the Public Improvements within and without the boundaries of the Districts as such power and authority is described in the Special District Act, and other applicable statutes, common law and the State Constitution, subject to the limitations set forth herein. If, after the Service Plan is approved, the State Legislature includes additional powers or grants new or broader powers for Title 32 districts by amendment of the Special District Act or otherwise, any or all such powers shall be deemed to be a part hereof and available to or exercised by the Districts upon prior resolution approval of the City Council concerning the exercise of such powers. Such approval by the City Council shall not constitute a material modification of this Service Plan. 1. Operations and Maintenance. The 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 applicable provisions of the City Code. Additionally, the Districts shall be authorized to operate and maintain any part or all of the Public Improvements until such time that the Districts dissolve. 2. Development Standards. The Districts will ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the City and of other governmental entities having proper jurisdiction, as applicable. The Districts directly or indirectly through the Property Owners or 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, 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 when the Districts have obtained funds, through bond issuance or otherwise, adequate to insure the construction of the Public Improvements. 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. 3. Privately Placed Debt Limitation. Prior to the issuance of any privately placed Debt, a District 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. 1597.0003; 876246 8 We [I] certify that (1) the net effective interest rate (calculated as defined in Section 32-1-103(12), C.R.S.) to be borne by the District for the [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. 4. Inclusion and Exclusion Limitation. The Districts shall be entitled to include within their boundaries any property within the Project Area Boundaries without prior approval of the City Council. The Districts shall also be entitled to exclude from their boundaries any property within the Project Area Boundaries so far as, within a reasonable time thereafter, the property is included within the boundaries of another District, and upon compliance with the provisions of the Special District Act. All other inclusions or exclusions shall require the prior resolution approval of the City Council, and if approved, shall not constitute a material modification of this Service Plan. 5. Maximum Debt Authorization. The Districts anticipate approximately One Hundred and Eight Million Sixty-Six Thousand One Hundred and Sixty Dollars ($108,066,160) in project costs in 2018 dollars as set forth in Exhibit D, and anticipate issuing approximately One Hundred Twenty Five Million Dollars ($125,000,000) (the “Maximum Debt Authorization”) in Debt to pay such costs as set forth in Exhibit E. The Districts shall not issue Debt in amounts in excess of the Maximum Debt Authorization. The Districts must seek prior resolution approval by the City Council to issue Debt in excess of the Maximum Debt Authorization to pay the actual costs of the Public Improvements set forth in Exhibit D plus inflation, contingencies and other unforeseen expenses associated with such Public Improvements. Such approval by the City Council shall not constitute a material modification of this Service Plan so long as increases are reasonably related to the Public Improvements set forth in Exhibit D and any Approved Development Plan. 6. Monies from Other Governmental Sources. The Districts shall not apply for or accept Conservation Trust Funds, Great Outdoors Colorado Funds, or other funds available from or through governmental or non-profit entities for which the City is eligible to apply for, except pursuant to an intergovernmental agreement with the City. This Section shall not apply to specific ownership taxes which shall be distributed to and a revenue source for the Districts without any limitation. 7. Consolidation Limitation. The Districts shall not file a request with any Court to consolidate with another Title 32 district without the prior resolution approval of the City Council, unless such consolidation is among the Districts themselves, which shall not require approval of the City Council. 8. Eminent Domain Limitation. The Districts shall not exercise their statutory power of eminent domain without first obtaining resolution approval from the City Council. This restriction on the Eminent Domain power by the Districts is being exercised voluntarily and shall 1597.0003; 876246 9 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 of Colorado as allowed by the Special District Act. 9. Service Plan Amendment Requirement. This Service Plan is general in nature and does not include specific detail in some instances because development plans have not been finalized. The Service Plan has been designed with sufficient flexibility to enable the Districts to provide required services and facilities under evolving circumstances without the need for numerous amendments. Modification of the general types of services 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 Plan(s) for the Project. The Districts shall be independent units of local government, separate and distinct from the City, and their activities are subject to review by the City only insofar as they may deviate in a material manner from the requirements of the Service Plan. Any action of a District which: (1) violates the limitations set forth in this Section V.A. or (2) violates the limitations set forth in Section VI. below, shall be deemed to be a material modification to this Service Plan unless otherwise agreed by the City as provided for in Section X of this Service Plan or unless otherwise expressly provided herein. 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, unless otherwise expressly provided herein. No District may amend this Service Plan in a manner which materially affects any other District, in such other District’s sole discretion, without such other District’s written consent. B. Infrastructure Preliminary Development Plan. The Districts shall have authority to provide for the planning, design, acquisition, construction, installation, relocation, redevelopment, maintenance, and financing of the Public Improvements within and without the boundaries of the Districts, to be more specifically defined in an Approved Development Plan. The Infrastructure Preliminary Development Plan, including: (1) a list of the Public Improvements to be developed by the Districts; (2) an estimate of the cost of the Public Improvements; and (3) maps showing the approximate locations of the Public Improvements is attached hereto as Exhibit D and is hereby deemed to constitute the preliminary engineering or architectural survey required by Section 32-1-202(2)(c), C.R.S. The maps contained in the Infrastructure Preliminary Development Plan are also available in size and scale approved by the City’s planning department. As shown in the Infrastructure Preliminary Development Plan, the estimated cost of the Public Improvements which may be planned for, designed, acquired, constructed, installed, relocated, redeveloped, maintained or financed by the Districts is approximately One Hundred and Eight Million Sixty-Six Thousand One Hundred and Sixty Dollars ($108,066,160). The Districts shall be permitted to allocate costs between such categories of the Public Improvements as deemed necessary in their discretion. All of the Public Improvements described herein will be designed in such a way as to assure that the Public Improvements standards will be consistent with or exceed the standards 1597.0003; 876246 10 of the City and shall be in accordance with the requirements of the Approved Development Plan. All descriptions of the Public Improvements to be constructed, and their related costs, are estimates only and are subject to modification as engineering, development plans, economics, the City’s requirements, and construction scheduling may require. Upon approval of this Service Plan, the Districts will continue to develop and refine the Infrastructure Preliminary Development Plan and prepare for issuance of Debt. All cost estimates will be inflated to then-current dollars at the time of the issuance of Debt and construction. All construction cost estimates contained in the Infrastructure Preliminary Development Plan assume construction to applicable local, State or Federal requirements. Changes in the Public Improvements, Infrastructure Preliminary Development Plan, or costs, which are approved by the City in an Approved Development Plan, shall not constitute a material modification of this Service Plan. Additionally, due to the preliminary nature of the Infrastructure Preliminary Development Plan, the City shall not be bound by the Infrastructure Preliminary Development Plan in reviewing and approving the Approved Development Plan and the Approved Development Plan shall supersede the Infrastructure Preliminary Development Plan. VI. FINANCIAL PLAN A. General. The Districts shall be authorized to provide for the planning, design, acquisition, construction, installation, relocation and/or redevelopment of the Public Improvements from their revenues and by and through the proceeds of Debt to be issued by the Districts, subject to the limitations contained herein. The Financial Plan for the Districts shall be to issue no more Debt than the Districts can reasonably pay within Thirty (30) years for each series of Debt from revenues derived from the Debt Service Mill Levy and other revenue sources authorized by law. The Financial Plan for the Districts projects the need for a Debt Service Mill Levy of no greater than Fifty (50) Mills. The Financial Plan further provides for the Districts’ administrative and operations and maintenance activities through the imposition of an Operations and Maintenance Mill Levy of no greater than Twenty (20) Mills. The total Debt that the Districts shall be permitted to issue shall not exceed the Maximum Debt Authorization; provided, however, that Debt issued to refund outstanding Debt of the Districts, including Debt issued to refund Debt owed to the Property Owners of the Project pursuant to a reimbursement agreement or other agreement, shall not count against the Maximum Debt Authorization so long as such refunding Debt does not result in a net present value increase. Subject to the limitations contained herein, District Debt shall be issued on a schedule and in such year or years as the Districts determine shall meet the needs of the Financial Plan referenced above and phased to serve the Project as it occurs. All Bonds and other Debt issued by the Districts may be payable from any and all legally available revenues of the Districts, including general ad valorem taxes to be imposed upon all taxable property within the Districts. The Districts may also rely upon various other revenue sources authorized by law. These will include the power to impose development fees, rates, tolls, penalties, or charges as provided in Section 32-1-1001(1), C.R.S., as amended from time to time. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to impose any fees, rates, tolls or charges for any purpose unless 1597.0003; 876246 11 and until (a) the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. The Maximum Debt Authorization, Debt Service Mill Levy, Operations, Maintenance Mill Levy, and all other financial projections and estimates contained in this Service Plan are supported by the Financial Plan (Exhibit E) prepared by an External Financial Advisor, D.A. Davidson and Co. The Financial Plan is based on economic, political and industry conditions as they exist presently 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 Districts’ goals and objectives but rather a representation of one feasible alternative. Other financial structures may be used so long as the Maximum Debt Authorization and Maximum Mill Levy are not exceeded. Notwithstanding the foregoing, D.A. Davidson and Co. shall not be considered a financial advisor or municipal advisor with regard to any Debt issuance by the Districts. B. Maximum Voted Interest Rate and Maximum 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 is not permitted to exceed Twelve Percent (12%). The maximum underwriting discount will be Three Percent (3%). Debt, when issued, will comply with all relevant requirements of this Service Plan, State law and Federal law as then applicable to the issuance of public securities. C. Maximum Mill Levies. The Maximum Mill Levy shall be the maximum mill levy each District is permitted to impose upon the taxable property within its boundaries and shall be Eighty (80) Mills minus the Overlay District Debt Service Mill Levy. The combined Debt Service Mill Levy, Operations and Maintenance Mill Levy, Overlay District Debt Service Mill Levy and aggregate mill levy of any overlapping District shall under no circumstances exceed the Maximum Mill Levy. Allocation of the Debt Service Mill Levy and Operations and Maintenance Mill Levy shall be left to the sole discretion of the Board for each District. If, on or after January 1, 2018, there are changes in the method of calculating assessed valuation or any constitutionally mandated tax credit, cut or abatement, the preceding mill levy limitations may be increased or decreased to reflect such changes, with such increases or decreases to be determined by each Board in good faith (such determination to be binding and final), with administrative approval by the City, so that to the extent possible, the actual tax revenues generated by the applicable District’s mill levy, as adjusted for changes occurring after January 1, 2018, are neither diminished nor enhanced as a result of such changes. 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. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to impose any mill levy for any purpose unless and until (a) each of the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined 1597.0003; 876246 12 in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. D. Debt Issuance and Maturity. The scheduled final maturity of any Debt or series of Debt shall be limited to Thirty (30) years (the “Maximum Debt Maturity Term”). The Maximum Debt Maturity Term shall apply to refundings unless: (1) a majority of the Board members are residents of the District 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 as set forth in Section 11-56-101 et seq., C.R.S. and are otherwise permitted by law. Unless otherwise approved by the City Council, the Districts shall be limited to issuing new Debt within a period of Twenty (20) years from the date of their first Debt authorization election. The Maximum Debt Maturity Term, as described in Section VI.D, shall be applicable to any new Debt issued within this Twenty (20) year period, otherwise, all Debts and financial obligations of the Districts must be defeased or paid in the ordinary course no later than Forty (40) years after the Service Plan approval date. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to issue any Debt for any purpose unless and until (a) each of the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. E. Security for Debt. The Districts do not have the authority and 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 obligation or performance of any other obligation. F. TABOR Compliance. The Districts will comply with the provisions of the Taxpayer’s Bill of Rights (“TABOR”), Article X, § 20 of the Colorado Constitution. In the discretion of the Board, a District 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. G. Districts’ Operating Costs. 1597.0003; 876246 13 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 Two Hundred Thousand Dollars ($200,000), 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 is estimated to be Fifty Thousand Dollars ($50,000). Ongoing administration, operations, and maintenance costs may be paid from property taxes and other revenues. H. Elections. The Districts will call an election on the questions of organizing the Districts, electing the initial Boards, and setting in place financial authorizations as required by TABOR. The elections will be conducted as required by law. VII. ANNUAL REPORT A. General. The Districts shall be responsible for submitting an annual report with the City’s clerk not later than September 1st of each year for the year ending the preceding December 31 following the year of the District Organization Date. The City may, in its sole discretion, waive this requirement in whole or in part. B. Reporting of Significant Events. Unless waived by the City, the annual report shall include the following: 1. A narrative summary of the progress of the Districts in implementing their service plan for the report year; 2. Except when exemption from audit has been granted for the report year under the Local Government Audit Law, the audited financial statements of the Districts 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 operations (i.e., revenues and expenditures) for the report year; 3. Unless disclosed within a separate schedule to the financial statements, a summary of the capital expenditures incurred by the Districts in development of Public Improvements in the report year; 4. Unless disclosed within a separate schedule to the financial statements, a summary of the financial obligations of the Districts at the end of the report year, including the amount of outstanding indebtedness, the amount and terms of any new District indebtedness or long-term obligations issued in the report year, the amount of payment or retirement of existing indebtedness of the Districts in the report year, the total assessed valuation of all taxable properties 1597.0003; 876246 14 within the Districts as of January 1 of the report year and the current mill levy of the Districts pledged to Debt retirement in the report year; and 5. Any other information deemed relevant by the City Council or deemed reasonably necessary by the City’s manager and communicated in a timely manner to the Districts. In the event the annual report is not timely received by the City’s clerk or is not fully responsive, notice of such default may be given to the Board of such Districts, at its last known address. The failure of the Districts to file the annual report within Forty-Five (45) days of the mailing of such default notice by the City’s clerk may constitute a material modification, at the discretion of the City. VIII. DISSOLUTION Upon an independent determination of the City Council that the purposes for which the Districts were created have been accomplished, the Districts agree to file petitions in the appropriate District Court for dissolution, pursuant to the applicable State statutes. In no event shall dissolution occur until the Districts have provided for the payment or discharge of all of their outstanding indebtedness and other financial obligations as required pursuant to State statutes, including operation and maintenance activities. IX. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND EXTRATERRITORIAL SERVICE AGREEMENTS All intergovernmental agreements must be for purposes, facilities, services or agreements lawfully authorized to be provided by the Districts, pursuant to the State Constitution, Article XIV, Section 18(2)(a) and Sections 29-1-201, et seq., C.R.S. To the extent practicable, the Districts may enter into additional intergovernmental and private agreements to better ensure long-term provision of the Public Improvements identified herein or for other lawful purposes of the Districts. Agreements may also be executed with property owner associations and other service providers. The following agreement is likely to be necessary, and the rationale therefore is set forth as follows: District Facilities Construction and Service Agreement. The Districts anticipate entering into a District Facilities Construction and Service Agreement, commonly known as the “Master IGA”, wherein the Districts set forth the financing and administrative requirements of the Districts for the Project. Except for the Intergovernmental Agreement with the City, as set forth in Section XII below, no other agreements are required, or known at the time of formation of the Districts to likely be required, to fulfill the purposes of the Districts. Execution of intergovernmental agreements or agreements for extraterritorial services by the Districts that are not described in this Service Plan and which are likely to cause a substantial increase in the Districts’ budgets shall require the prior resolution approval of the City Council, which approval shall not constitute a material modification hereof. X. MATERIAL MODIFICATIONS 1597.0003; 876246 15 Material modifications to this Service Plan may be made only in accordance with Section 32-1-207, C.R.S. No modification shall be required for an action of the Districts which does not materially depart from the provisions of this Service Plan. Departures from the Service Plan that constitute a material modification include without limitation: 1. Actions or failures to act that create materially greater financial risk or burden to the taxpayers of the District; 2. Performance of a service or function or acquisition of a major facility that is not closely related to a service, function or facility authorized in the Service Plan; 3. Failure to perform a service or function or acquire a facility required by the Service Plan; 4. Failure by the Districts to execute the Intergovernmental Agreement as set forth in Article XI hereof; and 5. Failure to comply with the limitations set forth in Section V.A. or Section VI of this Service Plan. Actions that are not to be considered material modifications include without limitation changes in quantities of facilities or equipment, immaterial cost differences, and actions expressly authorized in the Service Plan. XI. SANCTIONS Should the District undertake any act without obtaining prior City Council resolution approval as required in this Service Plan or that constitutes a material modification to this Service Plan as provided herein or under the Special District Act, the City may impose one (1) or more of the following sanctions, as it deems appropriate: 1. Exercise any applicable remedy under the Act; 2. Withhold the issuance of any permit, authorization, acceptance or other administrative approval, or withhold any cooperation, necessary for the District’s development, construction or operation of improvements, or the provisions of services as contemplated in this Service Plan; 3. Exercise any legal remedy as provided in the Capital Pledge Agreement or in any other intergovernmental agreement with the City under which the District is in default; or 1597.0003; 876246 16 4. Exercise any other legal remedy at law or in equity, including seeking specific performance, mandamus or injunctive relief against the District, to ensure the District’s compliance with this Service Plan and applicable law. XII. INTERGOVERNMENTAL AGREEMENT WITH CITY The Districts and the City shall enter into an Intergovernmental Agreement, a form of which is attached hereto as Exhibit F, provided that such Intergovernmental Agreement may be revised by the City and Districts to include such additional details and requirements therein as are deemed necessary by the City and such Districts in connection with the development of the Project and the financing of the Public Improvements. Each District shall approve the Intergovernmental Agreement at its first Board meeting after its organizational election. Failure by each of the Districts to execute the Intergovernmental Agreement as required herein shall constitute a material modification hereunder. The Intergovernmental Agreement may be amended from time to time by the Districts and the City, provided that any such amendments shall be in compliance with the provisions of this Service Plan. XIII. CONCLUSION It is submitted that this Service Plan for the Districts, as required by Section 32-1-203(2), establishes that: 1. There is sufficient existing and projected need for organized service in the area to be serviced by the Districts; 2. The existing service in the 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 area within their proposed boundaries; and 4. The area to be included in the Districts does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. XIV. RESOLUTION OF APPROVAL The Districts agree to incorporate the City Council’s resolution of approval, including any conditions on any such approval, into the Service Plan presented to the District Court for and in Larimer County, Colorado. EXHIBIT A-1 Gateway at Prospect Metropolitan District Nos. 1-7 Legal Description of Project Area Boundaries FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-1 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT PROJECT AREA BOUNDARIES Tracts of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 00° 11’ 16” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00° 11’ 16” East, 360.01 feet to the Northwest corner of Lot 1, Block 1, Boxelder Estates Second Filing to POINT OF BEGINNING 1; thence along West line of the Southeast Quarter, North 00° 11' 16" East, 736.49 feet to the Northeast corner of a parcel of land as described at Reception No. 95076406, Larimer County Clerk and Recorder; thence, North 88° 20' 33" West, 315.26 feet to the Southeast corner of a parcel of land as described at Reception No. 20140007506, Larimer County Clerk and Recorder; thence along the East line of said parcel, North 25° 21' 13" West, 264.37 feet to the Southeast corner of a parcel of land described at Reception No. 93054775, Larimer County Clerk and Recorder; thence along said parcel the following 3 courses and distance: North 00° 12' 15" East, 1649.54 feet; thence, South 89° 47' 45" East, 200.00 feet; thence, North 00° 12' 15" East, 216.34 feet to a point on the South line of a parcel of land described at Reception No. 133800200, Larimer County Clerk and Recorder; thence along said South line, South 83° 28' 53" East, 232.09 feet to the Southeast corner of said parcel, said point being on the East line of Sunrise Estates extended; thence along said East line, North 00° 08' 06" East, 1117.52 feet to a point on the South line of Crossroads East Business Center; thence along said South line the following 5 courses and distance: South 25° 46' 37" East, 448.11 feet; thence, South 48° 55' 44" East, 1510.22 feet; thence, South 24° 21' 14" East, 195.19 feet; thence, South 58° 04' 14" East, 132.96 feet to the Southeast corner of said Crossroads East Business Center; thence along the East line of said Crossroads East Business Center, North 00° 11' 16" East, 33.04 feet to a point on the South line of Smithfield Subdivision; thence along said South line the following 4 courses and distance: South 65° 21' 37" East, 353.30 feet; thence, South 79° 21' 37" East, 300.00 feet; thence, North 57° 08' 23" East, 197.00 feet; thence, North 69° 08' 23" East, 141.86 feet to a point on the West line of Interstate Highway 25; thence along said West line the following 2 courses and distances: South 00° 11' 10" West, 601.01 feet; thence, South 01° 58' 22" West, 408.31 feet to the North line of Interstate Land PUD First Filing; thence along said Interstate Land PUD First Filing the following 2 courses and distances: North 76° 26' 25" West, 300.61 feet; thence, South 11° 47' 57" West, 629.05 feet to the West line of Interstate Highway 25 Frontage Road; thence along said Interstate Highway 25 Page 1 of 2 Frontage Road the following 6 courses and distances: South 85° 36' 15" West, 289.72 feet; thence, South 82° 01' 25" West, 157.09 feet; thence along a curve concave to the southeast having a central angle of 62° 57' 26" with a radius of 449.26 feet, an arc length of 493.65 feet and the chord of which bears South 43° 37' 30" West, 469.19 feet; thence, South 05° 13' 35" West, 157.09 feet; thence South 01° 38' 45" West, 455.56 feet to Point A; thence, South 46° 38' 49" West, 102.54 feet to the North right-of-way line of East Prospect Road; thence along said North line, North 88° 21' 30" West, 222.35 feet to the East line of Lot 3, Block 1, Boxelder Estates Second Filing; thence along the East, North and West lines of said Lot 3 the following 3 courses and distances: North 01° 38' 10" East, 242.53 feet; thence, North 88° 21' 50" West, 290.40 feet; thence, South 01° 38' 10" West, 242.50 feet to the North right-of-way line of East Prospect Road; thence along said North line, North 88° 21' 30" West, 516.42 feet to the East line of Lot 1, Block 1, Boxelder Estates Second Filing; thence along said East line, North 00° 11' 10" East, 302.55 feet to the North line of said Lot 1; thence along said North line, North 88° 21' 50" West, 120.13 feet to POINT OF BEGINNING 1, containing 6,777,385 square feet or 155.59 acres, more or less. AND Commencing at aforementioned Point A; thence South 88° 21’ 08” East, 79.99 feet to a point on the East right-of-way line of Interstate Highway 25 Frontage Road, said point being the POINT OF BEGINNING 2; thence along the East and North lines of said right-of-way the following 8 courses and distances: North 01° 38' 45" East, 455.57 feet; thence, North 05° 03' 18" East, 142.46 feet, thence along a curve concave to the northwest having a central angle of 62° 57' 26" with a radius of 369.26 feet, an arc length of 405.75 feet and the chord of which bears North 43° 37' 30" East, 385.64 feet; thence, North 82° 11' 42" East, 142.46 feet; thence, North 85° 36' 05" East, 289.72 feet; thence, North 82° 01' 25" East, 157.09 feet; thence along a curve concave to the southeast having a central angle of 28° 04' 38" with a radius of 449.26 feet, an arc length of 220.16 feet and the chord of which bears North 61° 03' 55" East, 217.96 feet; thence, South 89° 48' 10" East, 79.52 feet to a point on the West right-of-way line of Interstate Highway 25; thence along said Westerly line the following 4 courses and distance: South 00° 11' 10" West, 379.24 feet; thence, South 10° 33' 17" West, 201.18 feet; thence, South 26° 47' 14" West, 560.45 feet; thence, South 61° 09' 08" West, 99.88 feet to the North right-of-way line of East Prospect Road; thence along said North line the following 3 courses and distances: North 88° 18' 07" West, 203.23 feet; hence, South 85° 48' 49" West, 411.08 feet; thence, North 88° 21' 25" West, 59.24 feet; thence, North 43° 21' 11" West, 141.39 feet to the POINT OF BEGINNING 2, containing 1,013,409 square feet or 23.26 acres, more or less. The above described Tracts of land contains 7,790794 square feet or 178.85 acres more less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A - Legals\892-002_Overall Boundary.docx Page 2 of 2 EXHIBIT A-2 Gateway at Prospect Metropolitan District No. 1 Legal Description FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-2 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT 1 Tracts of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 00° 11’ 16” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the South line of the Southeast Quarter, South 88° 21’ 25” East, 925.49 feet; thence, North 01° 38’ 35” West, 57.48 feet POINT OF BEGINNING 1; thence, North 01° 38' 10" East, 242.53 feet; thence, North 00° 50' 59" East, 222.69 feet; thence, North 24° 25' 35" East, 303.45 feet; thence, North 58° 32' 55" East, 129.64 feet; thence, South 48° 21' 44" East, 123.32 feet; thence along a curve concave to the east having a central angle of 06° 47' 19" with a radius of 449.26 feet, an arc length of 53.23 feet and the chord of which bears South 15° 32' 26" West, 53.20 feet; thence, South 05° 13' 35" West, 157.09 feet; thence, South 01° 38' 45" West, 455.56 feet to Point A; thence, South 46° 38' 49" West, 102.54 feet; thence, North 88° 21' 30" West, 222.35 feet POINT OF BEGINNING 1, containing 210,389 square feet or 4.83 acres, more or less. AND Commencing at aforementioned Point A; thence South 88° 21’ 08” East, 79.99 feet to POINT OF BEGINNING 2; thence, North 01° 38' 45" East, 455.57 feet; thence, North 05° 03' 18" East, 142.46 feet; thence along a curve concave to the southeast having a central angle of 62° 57' 26" with a radius of 369.26 feet, an arc length of 405.75 feet and the chord of which bears North 43° 37' 30" East, 385.64 feet; thence, North 82° 11' 42" East, 142.46 feet; thence, North 85° 36' 05" East, 289.72 feet; thence, North 82° 01' 25" East, 157.09 feet; thence along a curve concave to the northwest having a central angle of 28° 04' 38" with a radius of 449.26 feet, an arc length of 220.16 feet and the chord of which bears North 61° 03' 55" East, 217.96 feet; thence, South 89° 48' 10" East, 79.52 feet; thence, South 00° 11' 10" West, 379.24 feet; thence, South 10° 33' 17" West, 201.18 feet; thence, South 26° 47' 14" West, 560.45 feet; thence, South 61° 09' 08" West, 99.88 feet; thence, North 88° 18' 07" West, 203.23 feet; thence, North 00° 12' 05" East, 158.22 feet; thence North 88° 21' 25" West, 410.00 feet; thence, South 00° 12' 05" West, 199.99 feet; thence, North 88° 21' 25" West, 59.24 feet; thence, North 43° 21' 11" West, 141.39 feet to POINT OF BEGINNING 2, containing 939,998 square feet or 21.58 acres, more or less. Page 1 of 2 AND Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00° 11’ 16” East, 1096.50 feet; thence, North 88° 20' 33" West, 315.26 feet; thence, North 25° 21' 13" West, 264.37 feet; thence, North 00° 12' 15" East, 1649.54 feet; thence, South 89° 47' 45" East, 200.00 feet; thence, North 00° 12' 15" East, 216.34 feet; thence, South 83° 28' 53" East, 232.09 feet; thence, North 00° 08' 06" East, 1117.52 feet; thence, South 25° 46' 37" East, 448.11 feet; thence, South 48° 55' 44" East, 517.44 feet to POINT OF BEGINNING 3; thence, North 48° 55' 47" West, 350.18 feet; thence, North 41° 04' 16" East, 130.18 feet; thence South 48° 55' 47" East, 350.18 feet; thence, South 41° 04' 16" West, 130.18 feet to POINT OF BEGINNING 3, containing 45,588 square feet or 1.05 acres, more or less. The above described Tracts of land contains 985,586 square feet or 22.63 acres more or less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A - Legals\892-002_District 1.docx Page 2 of 2 EXHIBIT A-3 Gateway at Prospect Metropolitan District No. 2 Legal Description Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-3 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT 2 Tracts of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 00° 11’ 16” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00° 11’ 16” East, 360.01 feet to POINT OF BEGINNING 1; thence, North 00° 11' 16" East, 776.89 feet; thence, North 90° 00' 00" East, 835.33 feet; thence, South 48° 21' 44" East, 446.92 feet; thence, South 58° 32' 55" West, 129.64 feet; thence, South 24° 25' 35" West, 303.45 feet; thence, South 00° 50' 59" West, 222.69 feet; thence, North 88° 21' 50" West, 290.40 feet; thence, South 01° 38' 10" West, 242.50 feet; thence North 88° 21' 30" West, 516.42 feet; thence, North 00° 11' 10" East, 302.55 feet; thence, North 88° 21' 50" West, 120.13 feet to POINT OF BEGINNING 1, containing 963,168 square feet or 22.11 acres, more or less. AND Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00° 11’ 16” East, 1096.50 feet; thence, North 88° 20' 33" West, 315.26 feet; thence, North 25° 21' 13" West, 264.37 feet; thence, North 00° 12' 15" East, 1649.54 feet; thence, South 89° 47' 45" East, 200.00 feet; thence, North 00° 12' 15" East, 216.34 feet; thence, South 83° 28' 53" East, 232.09 feet; thence, North 00° 08' 06" East, 1117.52 feet; thence, South 25° 46' 37" East, 448.11 feet; thence, South 48° 55' 44" East, 517.44 feet to POINT OF BEGINNING 2; thence, North 48° 55' 47" West, 350.18 feet; thence, North 41° 04' 16" East, 130.18 feet; thence South 48° 55' 47" East, 350.18 feet; thence, South 41° 04' 16" West, 130.18 feet to POINT OF BEGINNING 2, containing 45,588 square feet or 1.05 acres, more or less. The above described Tracts of land contains 1,008,756 square feet or 23.16 acres more or less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS EXHIBIT A-4 Gateway at Prospect Metropolitan District No. 3 Legal Description Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-4 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT 3 A Tract of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 00° 11’ 16” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00° 11’ 16” East, 1096.50 feet; thence, North 88° 20' 33" West, 315.26 feet; thence, North 25° 21' 13" West, 264.37 feet; thence, North 00° 12' 15" East, 1649.54 feet; thence, South 89° 47' 45" East, 200.00 feet; thence, North 00° 12' 15" East, 216.34 feet; thence, South 83° 28' 53" East, 232.09 feet; thence, North 00° 08' 06" East, 1117.52 feet; thence, South 25° 46' 37" East, 448.11 feet; thence, South 48° 55' 44" East, 517.44 feet to the POINT OF BEGINNING; thence, North 48° 55' 47" West, 350.18 feet; thence, North 41° 04' 16" East, 130.18 feet; thence South 48° 55' 47" East, 350.18 feet; thence, South 41° 04' 16" West, 130.18 feet to the POINT OF BEGINNING. The above described Tract of land contains 45,588 square feet or 1.05 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A - Legals\892-002_District 3.docx EXHIBIT A-5 Gateway at Prospect Metropolitan District No. 4 Legal Description Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-5 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT 4 A Tract of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 00° 11’ 16” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00° 11’ 16” East, 1096.50 feet; thence, North 88° 20' 33" West, 315.26 feet; thence, North 25° 21' 13" West, 264.37 feet; thence, North 00° 12' 15" East, 1649.54 feet; thence, South 89° 47' 45" East, 200.00 feet; thence, North 00° 12' 15" East, 216.34 feet; thence, South 83° 28' 53" East, 232.09 feet; thence, North 00° 08' 06" East, 1117.52 feet; thence, South 25° 46' 37" East, 448.11 feet; thence, South 48° 55' 44" East, 517.44 feet to the POINT OF BEGINNING; thence, North 48° 55' 47" West, 350.18 feet; thence, North 41° 04' 16" East, 130.18 feet; thence South 48° 55' 47" East, 350.18 feet; thence, South 41° 04' 16" West, 130.18 feet to the POINT OF BEGINNING. The above described Tract of land contains 45,588 square feet or 1.05 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A - Legals\892-002_District 4.docx EXHIBIT A-6 Gateway at Prospect Metropolitan District No. 5 Legal Description Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-6 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT 5 A Tract of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 00° 11’ 16” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00° 11’ 16” East, 1096.50 feet; thence, North 88° 20' 33" West, 315.26 feet; thence, North 25° 21' 13" West, 264.37 feet; thence, North 00° 12' 15" East, 1649.54 feet; thence, South 89° 47' 45" East, 200.00 feet; thence, North 00° 12' 15" East, 216.34 feet; thence, South 83° 28' 53" East, 232.09 feet; thence, North 00° 08' 06" East, 1117.52 feet; thence, South 25° 46' 37" East, 448.11 feet; thence, South 48° 55' 44" East, 517.44 feet to the POINT OF BEGINNING; thence, North 48° 55' 47" West, 350.18 feet; thence, North 41° 04' 16" East, 130.18 feet; thence South 48° 55' 47" East, 350.18 feet; thence, South 41° 04' 16" West, 130.18 feet to the POINT OF BEGINNING. The above described Tract of land contains 45,588 square feet or 1.05 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A - Legals\892-002_District 5.docx EXHIBIT A-7 Gateway at Prospect Metropolitan District No. 6 Legal Description Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-7 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT 6 A Tract of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 00° 11’ 16” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00° 11’ 16” East, 1096.50 feet; thence, North 88° 20' 33" West, 315.26 feet; thence, North 25° 21' 13" West, 264.37 feet; thence, North 00° 12' 15" East, 1649.54 feet; thence, South 89° 47' 45" East, 200.00 feet; thence, North 00° 12' 15" East, 216.34 feet; thence, South 83° 28' 53" East, 232.09 feet; thence, North 00° 08' 06" East, 1117.52 feet; thence, South 25° 46' 37" East, 448.11 feet; thence, South 48° 55' 44" East, 517.44 feet to the POINT OF BEGINNING; thence, North 48° 55' 47" West, 350.18 feet; thence, North 41° 04' 16" East, 130.18 feet; thence South 48° 55' 47" East, 350.18 feet; thence, South 41° 04' 16" West, 130.18 feet to the POINT OF BEGINNING. The above described Tract of land contains 45,588 square feet or 1.05 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A - Legals\892-002_District 6.docx EXHIBIT A-8 Gateway at Prospect Metropolitan District No. 7 Legal Description Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-8 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT 7 A Tract of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 00° 11’ 16” East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00° 11’ 16” East, 1096.50 feet; thence, North 88° 20' 33" West, 315.26 feet; thence, North 25° 21' 13" West, 264.37 feet; thence, North 00° 12' 15" East, 1649.54 feet; thence, South 89° 47' 45" East, 200.00 feet; thence, North 00° 12' 15" East, 216.34 feet; thence, South 83° 28' 53" East, 232.09 feet; thence, North 00° 08' 06" East, 1117.52 feet; thence, South 25° 46' 37" East, 448.11 feet; thence, South 48° 55' 44" East, 517.44 feet to the POINT OF BEGINNING; thence, North 48° 55' 47" West, 350.18 feet; thence, North 41° 04' 16" East, 130.18 feet; thence South 48° 55' 47" East, 350.18 feet; thence, South 41° 04' 16" West, 130.18 feet to the POINT OF BEGINNING. The above described Tract of land contains 45,588 square feet or 1.05 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A - Legals\892-002_District 7.docx EXHIBIT B-1 Gateway at Prospect Metropolitan District Nos. 1-7 Project Area Boundary Map OVERALL DISTRICT BOUNDARY MAP 6,777,385 sq.ft. 155.59 ac INTERSTATE 25 PROSPECT ROAD OVERALL DISTRICT BOUNDARY MAP 1,013,409 sq.ft. 23.26 ac SOUTHEAST CORNER SECTION 16-T7N-R68W SOUTH QUARTER CORNER SECTION 16-T7N-R68W EAST QUARTER CORNER SECTION 16-T7N-R68W SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W GATEWAY AT PROSPECT METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 892-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com ( IN FEET ) 1 inch = ft. 500 0 500 Feet 500 OVERALL DISTRICT BOUNDARY MAP 1" = 500' B-1 EXHIBIT B-2 Gateway at Prospect Metropolitan District No. 1 Boundary Map DISTRICT 1 210,389 sq.ft. 4.83 ac DISTRICT 1 939,998 sq.ft. 21.58 ac INTERSTATE 25 PROSPECT ROAD SOUTHEAST CORNER SECTION 16-T7N-R68W SOUTH QUARTER CORNER SECTION 16-T7N-R68W EAST QUARTER CORNER SECTION 16-T7N-R68W DISTRICT 1 45,588 sq.ft. 1.05 ac SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W DISTRICT 1 AREA BOUNDARY MAP 1" = 500' B-2 GATEWAY AT PROSPECT METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 892-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com ( IN FEET ) 1 inch = ft. 500 0 500 Feet 500 EXHIBIT B-3 Gateway at Prospect Metropolitan District No. 2 Boundary Map DISTRICT 2 963,168 sq.ft. 22.11 ac INTERSTATE 25 PROSPECT ROAD DISTRICT 2 45,588 sq.ft. 1.05 ac SOUTHEAST CORNER SECTION 16-T7N-R68W SOUTH QUARTER CORNER SECTION 16-T7N-R68W EAST QUARTER CORNER SECTION 16-T7N-R68W SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W DISTRICT 2 AREA BOUNDARY MAP 1" = 500' B-3 GATEWAY AT PROSPECT METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 892-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com ( IN FEET ) 1 inch = ft. 500 0 500 Feet 500 EXHIBIT B-4 Gateway at Prospect Metropolitan District No. 3-7 Boundary Map INTERSTATE 25 PROSPECT ROAD DISTRICT 3-7 45,588 sq.ft. 1.05 ac SOUTHEAST CORNER SECTION 16-T7N-R68W SOUTH QUARTER CORNER SECTION 16-T7N-R68W EAST QUARTER CORNER SECTION 16-T7N-R68W SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W DISTRICT 3-7 AREA BOUNDARY MAP 1" = 500' B-4 GATEWAY AT PROSPECT METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 892-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com ( IN FEET ) 1 inch = ft. 500 0 500 Feet 500 EXHIBIT B-5 Gateway at Prospect Metropolitan District Nos. 1-7 Estimated Future Boundary Map INTERSTATE 25 PROSPECT ROAD SOUTHEAST CORNER SECTION 16-T7N-R68W SOUTH QUARTER CORNER SECTION 16-T7N-R68W EAST QUARTER CORNER SECTION 16-T7N-R68W DISTRICT 2 DISTRICT 1 FUTURE DISTRICT 4 POTENTIAL FUTURE INCLUSION DISTRICTS 1-7 FUTURE DISTRICT 3 SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W 1" = 500' B-5 GATEWAY AT PROSPECT METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 892-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com DISTRICT 1 DISTRICT 2 ESTIMATED DISTRICT 3 ESTIMATED DISTRICT 4 POTENTIAL FUTURE INCLUSION FUTURE FUTURE FUTURE ESTIMATED DISTRICTS 1-7 BOUNDARY MAP DISTRICTS 1-7 ( IN FEET ) 1 inch = ft. 500 0 500 Feet 500 EXHIBIT C Gateway at Prospect Metropolitan District Nos. 1-7 Vicinity Map PROPOSED GATEWAY AT PROSPECT METROPOLITAN DISTRICT PROSPECT ROAD INTERSTATE 25 PROSPECT ROAD SUMMIT VIEW DR. GREENFIELD CT. BOXELDER DR. CARRIAGE PKWY KITCHELL WAY VICINITY MAP 1" = 1000' C GATEWAY AT PROSPECT METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 892-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com ( IN FEET ) 1 inch = ft. 1000 0 1000 Feet 1000 EXHIBIT D Gateway at Prospect Metropolitan District Nos. 1-7 Infrastructure Preliminary Development Plan Public Improvements Unit Cost Extended Cost I. Grading/Miscellaneous Mobilization / General Conditions 1 LS $4,210,000.00 $ 4,210,000.00 Clearing and Grubbing and Topsoil Stripping 180 Ac $11,900.00 $ 2,142,000.00 Earthwork (cut/fill/place) 290,400 CY $6.00 $ 1,742,400.00 Import Fill Dirt 80,000 CY $10.00 $ 800,000.00 Erosion Control / Traffic Control 1 LS $6,014,000.00 $ 6,014,000.00 Subtotal $ 14,908,400.00 II. Roadway Improvements Parking Lots 55,485 SY $70.00 $ 3,883,950.00 Access Road (24' Section) 8,298 LF $205.00 $ 1,701,090.00 Local Residential Street (51' Section) 10,368 LF $273.00 $ 2,830,464.00 Local Industrial Street (66' Section) - LF $321.00 $ - Local Commercial Street (72' Section) - LF $336.00 $ - Minor Collector Street (76' Section) 2,515 LF $431.00 $ 1,083,965.00 Roundabout 1 EA $2,500,000.00 $ 2,500,000.00 Box Culvert Bridge 1 EA $1,000,000.00 $ 1,000,000.00 Prospect Road Widening (Half 4-Lane Arterial) 2,480 LF $637.00 $ 1,579,760.00 Frontage Road Reconstruct (2-Lane Arterial 84' Section) 2,094 LF $666.00 $ 1,394,604.00 Traffic Signal Improvements 1 EA $500,000.00 $ 250,000.00 Street Lighting 1 LS $649,000.00 $ 649,000.00 Signing and Striping 1 LS $487,000.00 $ 487,000.00 Subtotal $ 17,359,833.00 III. Potable Waterline Improvements 8" Waterline 17,157 LF $90.00 $ 1,544,130.00 10" Waterline 6,983 LF $100.00 $ 698,300.00 12" Waterline 1,680 LF $112.00 $ 188,160.00 Utility Borings 300 LF $1,900.00 $ 570,000.00 Raw Water Requirements 241 AC-FT $41,428.00 $ 9,984,148.00 Off-Site Waterline Reimbursement to ELCO 1 LS $1,000,000.00 $ 1,000,000.00 Subtotal $ 13,984,738.00 IV. Sanitary Sewer and Subdrain Improvements 8" Sanitary Sewer 13,787 LF $109.00 $ 1,502,783.00 10" Sanitary Sewer 2,600 LF $114.00 $ 296,400.00 12" Sanitary Sewer - LF $124.00 $ - 27" Sanitary Sewer 2,428 LF $197.00 $ 478,316.00 8" Subdrain 18,815 LF $75.00 $ 1,411,125.00 Subdrain Connection Fee 1 LS $43,000.00 $ 43,000.00 Sanitary Sewer Repayment - LS $0.00 $ - Subtotal $ 3,731,624.00 V. Storm Drainage Improvements 24" RCP Storm Sewer 3,242 LF $191.00 $ 619,222.00 24" CMP Storm Sewer - LF $163.00 $ - 36" RCP Storm Sewer 8,888 LF $222.00 $ 1,973,136.00 48" RCP Storm Sewer 568 LF $324.00 $ 184,032.00 Outlet Structure 8 EA $10,000.00 $ 80,000.00 Water Quality 135,846 CF $6.00 $ 815,076.00 Subtotal $ 3,671,466.00 SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31, 2018 PUBLIC IMPROVEMENT COSTS FOR GATEWAY AT PROSPECT Quantity COMBINED AREA - 178.85 ACRES Page 1 of 2 Public Improvements Unit Cost Extended Cost SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31, 2018 PUBLIC IMPROVEMENT COSTS FOR GATEWAY AT PROSPECT Quantity COMBINED AREA - 178.85 ACRES VI. Non-Potable Irrigation Improvements 6" Non-Potable Waterline 17,047.00 LF $56.00 $ 954,632.00 Non-Potable Waterline Pumphouse 1.00 LS $450,000.00 $ 450,000.00 Non-Potable Pond and Delivery Improvements 1.00 LS $250,000.00 $ 250,000.00 Flood Irrigation System and Appurtences - LS $0.00 $ - Well Head Replacement - EA $27,500.00 $ - Raw Water Requirements 300.00 AC-FT $10,666.00 $ 3,199,800.00 Subtotal $ 4,854,432.00 VII. Open Space, Parks and Trails Structural Demolition - LS $0.00 $ - Natural Area Open Space 46 AC $108,900.00 $ 5,009,400.00 Landscaped Open Space 16 AC $239,580.00 $ 3,833,280.00 Regional Trails 9,131 LF $160.00 $ 1,460,960.00 Monument Signs 2 EA $75,000.00 $ 150,000.00 Pocket Park and Park Amenities 1 EA $150,000.00 $ 150,000.00 Open Space Acquisition 62 AC $20,000.00 $ 1,240,000.00 Subtotal $ 11,843,640.00 VIII. Admin. / Design / Permitting / Etc. Engineering / Surveying 1 LS $7,036,000.00 $ 7,036,000.00 Construction Management / Inspection / Testing 1 LS $10,554,000.00 $ 10,554,000.00 Admin. / Planning / Permitting 1 LS $2,111,000.00 $ 2,111,000.00 Subtotal $ 19,701,000.00 Infrastructure Subtotal $ 90,055,133.00 Contingency (20%) $ 18,011,027.00 Total Cost $ 108,066,160.00 Page 2 of 2 ROUNDABOUT BRIDGE INTERSTATE 25 PROSPECT ROAD STREET MAP 1" = 500' LEGEND: GATEWAY AT PROSPECT METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 892-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com STREETS OWNED AND MAINTAINED BY THE CITY OF FORT COLLINS COLLECTOR STREET LOCAL STREET ACCESS ROAD LEGEND: PARKING AREA D FIGURE 1 OF 6 1 2 4-LANE ARTERIAL NOTE: LOCAL STREETS STREET AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. 2-LANE ARTERIAL STREET ( IN FEET ) 1 inch = ft. 500 0 500 Feet 500 W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W 10" WATER LINE BORE 8" WATER 10" WATER 12" WATER INTERSTATE 25 PROSPECT ROAD CASING 10" WATER LINE BORE POTABLE WATER MAP 1" = 500' GATEWAY AT PROSPECT METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 892-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 SS SD SS SD SS SD SS SS SS SD SS SS SD SD SS SS SD SD SS SD SD SS SD SS SS SD SS SD SS SS SS SD SD SD SS SD SS SS SD SD SS SD SS SD SS SD SS SD SANITARY SEWER BORE 8" SANITARY SEWER 10" SANITARY SEWER 27" SANITARY SEWER 8" SUBDRAIN INTERSTATE 25 PROSPECT ROAD SD TIE TO BOXELDER SANITATION TIE TO BOXELDER SANITATION SUBDRAIN OFF-SITE TIE TO BOXELDER SANITATION SANITARY SEWER & SUBDRAIN MAP 1" = 500' ST ST ST ST ST ST ST ST ST ST ST ST ST ST ST ST 24" STORM DRAIN 36" STORM DRAIN 48" STORM DRAIN BRIDGE INTERSTATE 25 PROSPECT ROAD STORM DRAINAGE MAP 1" = 500' GATEWAY AT PROSPECT METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 892-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com LEGEND: ALL STORM DRAINS WITHIN RIGHT-OF-WAY TO BE OWNED AND MAINTAINED BY CITY OF FORT COLLINS. ALL STORM DRAINS OUTSIDE OF RIGHT-OF-WAY TO BE OWNED AND MAINTAINED BY METRO DISTRICT. 24" RCP STORM DRAIN LINE ST DIRECTION OF CONVEYANCE DETENTION AREA 36" RCP STORM DRAIN LINE ST 48" RCP STORM DRAIN LINE IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR 8" NON-POTABLE IRRIGATION IRRIGATION POND & PUMP HOUSE INTERSTATE 25 PROSPECT ROAD NON-POTABLE IRRIGATION MAP 1" = 500' GATEWAY AT PROSPECT METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 892-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com LEGEND: NON-POTABLE IRRIGATION LINE - ALL LINES ARE 8" PVC. LEGEND: IRR D FIGURE 5 OF 6 NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. ( IN FEET ) 1 inch = ft. INTERSTATE 25 PROSPECT ROAD * OPEN SPACE, PARKS, & TRAILS MAP 1" = 500' GATEWAY AT PROSPECT METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 892-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com LEGEND: CONNECTIVITY LANDSCAPING w/ TRAILS NATURAL AREA OPEN SPACE LANDSCAPED OPEN SPACE D FIGURE 6 OF 6 LEGEND: NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. ( IN FEET ) 1 inch = ft. 500 0 500 Feet 500 * POCKET PARK EXHIBIT E Gateway at Prospect Metropolitan District Nos. 1-7 Financial Plan Series 2020 Series 2036 TOTAL Percent of Total Sources Par $ 67,005,000 $ 121,720,000 $ 188,725,000 95% Funds on Hand $ ‐ $ 10,027,500 $ 10,027,500 5% TOTAL: $ 67,005,000 $ 131,747,500 $ 198,752,500 Uses Project Fund $ 49,176,650 $ 66,262,490 $ 115,439,140 58% Refunding Proceeds $ 58,715,000 $ 58,715,000 30% Capitalized Interest $ 10,050,750 $ 431,092 $ 10,481,842 5% Reserve Fund $ 6,137,500 $ 5,530,319 $ 11,667,819 6% Costs of Issuance $ 1,640,100 $ 808,600 $ 2,448,700 1% TOTAL: $ 67,005,000 $ 131,747,500 $ 198,752,500 Gateway at Prospect Metropolitan Districts 1 GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential & Commercial) 1 Development Projection at 50.000 (target) Residential Mills +50.000 (target) Commercial Mills for Debt Service (SERVICE PLAN) -- 01/30/2018 2050 Series 2036, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2020 + New Money, Assumes Investment Grade, 100x, 30-yr. Maturity 2049 Total District District District Total District District District Assessed D/S Mill Levy* D/S Mill Levy S.O. Taxes Assessed D/S Mill Levy* D/S Mill Levy S.O. Taxes Total Value [50.000 Target] Collections Collected Value [50.000 Target] Collections Collected Available YEAR (Residential) [50.000 Cap] @ 98% @ 6% (Commercial) [50.000 Cap] @ 98% @ 6% Revenue 2017 2018 $0 2019 $0 50.000 0 0 $0 50.000 0 0 0 2020 0 50.000 0 0 0 50.000 0 0 0 2021 2,530,540 50.000 123,996 7,440 1,126,560 50.000 55,201 3,312 189,950 2022 9,067,082 50.000 444,287 26,657 12,412,291 50.000 608,202 36,492 1,115,639 2023 14,815,635 50.000 725,966 43,558 19,751,182 50.000 967,808 58,068 1,795,400 2024 18,327,677 50.000 898,056 53,883 28,380,429 50.000 1,390,641 83,438 2,426,019 2025 18,327,677 50.000 898,056 53,883 36,524,948 50.000 1,789,722 107,383 2,849,045 2026 19,427,338 50.000 951,940 57,116 50,965,506 50.000 2,497,310 149,839 3,656,204 2027 19,427,338 50.000 951,940 57,116 50,965,506 50.000 2,497,310 149,839 3,656,204 2028 20,592,978 50.000 1,009,056 60,543 54,023,436 50.000 2,647,148 158,829 3,875,577 2029 20,592,978 50.000 1,009,056 60,543 54,023,436 50.000 2,647,148 158,829 3,875,577 2030 21,828,557 50.000 1,069,599 64,176 57,264,843 50.000 2,805,977 168,359 4,108,111 2031 21,828,557 50.000 1,069,599 64,176 57,264,843 50.000 2,805,977 168,359 4,108,111 2032 23,138,270 50.000 1,133,775 68,027 60,700,733 50.000 2,974,336 178,460 4,354,598 2033 23,138,270 50.000 1,133,775 68,027 60,700,733 50.000 2,974,336 178,460 4,354,598 2034 24,526,566 50.000 1,201,802 72,108 64,342,777 50.000 3,152,796 189,168 4,615,874 2035 24,526,566 50.000 1,201,802 72,108 64,342,777 50.000 3,152,796 189,168 4,615,874 2036 25,998,160 50.000 1,273,910 76,435 68,203,344 50.000 3,341,964 200,518 4,892,826 2037 25,998,160 50.000 1,273,910 76,435 68,203,344 50.000 3,341,964 200,518 4,892,826 2038 27,558,050 50.000 1,350,344 81,021 72,295,544 50.000 3,542,482 212,549 5,186,396 2039 27,558,050 50.000 1,350,344 81,021 72,295,544 50.000 3,542,482 212,549 5,186,396 2040 29,211,533 50.000 1,431,365 85,882 76,633,277 50.000 3,755,031 225,302 5,497,579 2041 29,211,533 50.000 1,431,365 85,882 76,633,277 50.000 3,755,031 225,302 5,497,579 2042 30,964,225 50.000 1,517,247 91,035 81,231,274 50.000 3,980,332 238,820 5,827,434 2043 30,964,225 50.000 1,517,247 91,035 81,231,274 50.000 3,980,332 238,820 5,827,434 2044 32,822,079 50.000 1,608,282 96,497 86,105,150 50.000 4,219,152 253,149 6,177,080 2045 32,822,079 50.000 1,608,282 96,497 86,105,150 50.000 4,219,152 253,149 6,177,080 2046 34,791,403 50.000 1,704,779 102,287 91,271,459 50.000 4,472,302 268,338 6,547,705 2047 34,791,403 50.000 1,704,779 102,287 91,271,459 50.000 4,472,302 268,338 6,547,705 2048 36,878,887 50.000 1,807,065 108,424 96,747,747 50.000 4,740,640 284,438 6,940,567 2049 36,878,887 50.000 1,807,065 108,424 96,747,747 50.000 4,740,640 284,438 6,940,567 2050 39,091,621 50.000 1,915,489 114,929 102,552,612 50.000 5,025,078 301,505 7,357,001 2051 39,091,621 50.000 1,915,489 114,929 102,552,612 50.000 5,025,078 301,505 7,357,001 2052 41,437,118 50.000 2,030,419 121,825 108,705,768 50.000 5,326,583 319,595 7,798,422 2053 41,437,118 50.000 2,030,419 121,825 108,705,768 50.000 5,326,583 319,595 7,798,422 2054 43,923,345 50.000 2,152,244 129,135 115,228,114 50.000 5,646,178 338,771 8,266,327 2055 43,923,345 50.000 2,152,244 129,135 115,228,114 50.000 5,646,178 338,771 8,266,327 2056 46,558,746 50.000 2,281,379 136,883 122,141,801 50.000 5,984,948 359,097 8,762,306 2057 46,558,746 50.000 2,281,379 136,883 122,141,801 50.000 5,984,948 359,097 8,762,306 2058 49,352,270 50.000 2,418,261 145,096 129,470,309 50.000 6,344,045 380,643 9,288,045 2059 49,352,270 50.000 2,418,261 145,096 129,470,309 50.000 6,344,045 380,643 9,288,045 2060 52,313,407 50.000 2,563,357 153,801 137,238,528 50.000 6,724,688 403,481 9,845,327 2061 52,313,407 50.000 2,563,357 153,801 137,238,528 50.000 6,724,688 403,481 9,845,327 2062 55,452,211 50.000 2,717,158 163,030 145,472,839 50.000 7,128,169 427,690 10,436,047 2063 55,452,211 50.000 2,717,158 163,030 145,472,839 50.000 7,128,169 427,690 10,436,047 2064 58,779,344 50.000 2,880,188 172,811 154,201,210 50.000 7,555,859 453,352 11,062,210 2065 58,779,344 50.000 2,880,188 172,811 154,201,210 50.000 7,555,859 453,352 11,062,210 2066 62,306,104 50.000 3,052,999 183,180 163,453,282 50.000 8,009,211 480,553 11,725,943 1 2050 2049 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 2063 2064 2065 2066 GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential & Commercial) Development Projection at 50.000 (target) Residential Mills +50.000 (target) Commercial Mills for Debt Service (SERVICE PLAN) -- 01/30/2018 Series 2036, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2020 + New Money, Assumes Investment Grade, 100x, 30-yr. Maturity Ser. 2020 Ser. 2036 $67,005,000 Par $121,720,000 Par Surplus Cov. of Net DS: Cov. of Net DS: [Net $49.177 MM] [Net $66.262 MM] Total Annual Release @ Cumulative Debt/ @ Res'l Target @ Res'l Cap GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential) 1 Development Projection at 50.000 (target) District Mills for Debt Service -- 01/30/2018 2050 Assessed Value Summary 2049 < < < < < < < < 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 Reasses'mt Cumulative of Market Assessed YEAR Res'l Units @ 6.0% Market Value (2-yr lag) Market Value (2-yr lag) Sq. Ft. @ 6.0% Market Value (2-yr lag) Value 2017 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 8,726,000 0 0 0 0 $0 2020 266 0 90,785,304 0 8,726,000 0 0 0 0 0 0 2021 266 183,386,314 0 5,558,000 2,530,540 0 0 0 2,530,540 2022 124 11,003,179 254,551,072 6,536,542 0 2,530,540 0 0 0 0 9,067,082 2023 0 254,551,072 13,203,815 0 1,611,820 0 0 0 14,815,635 2024 0 15,273,064 269,824,137 18,327,677 0 0 0 0 0 0 18,327,677 2025 0 269,824,137 18,327,677 0 0 0 0 0 18,327,677 2026 0 16,189,448 286,013,585 19,427,338 0 0 0 0 0 0 19,427,338 2027 0 286,013,585 19,427,338 0 0 0 0 0 19,427,338 2028 0 17,160,815 303,174,400 20,592,978 0 0 0 0 0 0 20,592,978 2029 0 303,174,400 20,592,978 0 0 0 0 0 20,592,978 2030 0 18,190,464 321,364,864 21,828,557 0 0 0 0 0 0 21,828,557 2031 0 321,364,864 21,828,557 0 0 0 0 0 21,828,557 2032 0 19,281,892 340,646,756 23,138,270 0 0 0 0 0 0 23,138,270 2033 0 340,646,756 23,138,270 0 0 0 0 0 23,138,270 2034 0 20,438,805 361,085,561 24,526,566 0 0 0 0 0 0 24,526,566 2035 0 361,085,561 24,526,566 0 0 0 0 0 24,526,566 2036 0 21,665,134 382,750,695 25,998,160 0 0 0 0 0 0 25,998,160 2037 0 382,750,695 25,998,160 0 0 0 0 0 25,998,160 2038 22,965,042 405,715,737 27,558,050 0 0 0 0 0 27,558,050 2039 405,715,737 27,558,050 0 0 0 0 27,558,050 2040 24,342,944 430,058,681 29,211,533 0 0 0 0 0 29,211,533 2041 430,058,681 29,211,533 0 0 0 0 29,211,533 2042 25,803,521 455,862,202 30,964,225 0 0 0 0 0 30,964,225 2043 455,862,202 30,964,225 0 0 0 0 30,964,225 2044 27,351,732 483,213,934 32,822,079 0 0 0 0 0 32,822,079 2045 483,213,934 32,822,079 0 0 0 0 32,822,079 2046 28,992,836 512,206,770 34,791,403 0 0 0 0 0 34,791,403 2047 512,206,770 34,791,403 0 0 0 0 34,791,403 2048 30,732,406 542,939,176 36,878,887 0 0 0 0 0 36,878,887 2049 542,939,176 36,878,887 0 0 0 0 36,878,887 2050 32,576,351 575,515,526 39,091,621 0 0 0 0 0 39,091,621 2051 575,515,526 39,091,621 0 0 0 0 39,091,621 2052 34,530,932 610,046,458 41,437,118 0 0 0 0 0 41,437,118 2053 610,046,458 41,437,118 0 0 0 0 41,437,118 2054 36,602,787 646,649,246 43,923,345 0 0 0 0 0 43,923,345 2055 646,649,246 43,923,345 0 0 0 0 43,923,345 2056 38,798,955 685,448,200 46,558,746 0 0 0 0 0 46,558,746 2057 685,448,200 46,558,746 0 0 0 0 46,558,746 2058 41,126,892 726,575,092 49,352,270 0 0 0 0 0 49,352,270 2059 726,575,092 49,352,270 0 0 0 0 49,352,270 2060 43,594,506 770,169,598 52,313,407 0 0 0 0 0 52,313,407 2061 770,169,598 52,313,407 0 0 0 0 52,313,407 2062 46,210,176 816,379,774 55,452,211 0 0 0 0 0 55,452,211 2063 816,379,774 55,452,211 0 0 0 0 55,452,211 2064 48,982,786 865,362,560 58,779,344 0 0 0 0 0 58,779,344 2065 865,362,560 58,779,344 0 0 0 0 58,779,344 2066 51,921,754 917,284,314 62,306,104 0 0 0 0 0 62,306,104 GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential) Development Summary Development Projection -- Buildout Plan (updated 1/23/18) Residential Development Product Type Apts TH Condo SFD - Standard SFD - Premier Base $ ('18) $215,000 $375,000 $385,000 $475,000 $575,000 Res'l Totals 2017 - - - - - - 2018 - - - - - - 2019 - - - - - - 2020 138 29 29 47 23 266 2021 138 29 29 47 23 266 2022 - 29 28 46 21 124 2023 - - - - - - 2024 - - - - - - 2025 - - - - - - 2026 - - - - - - 2027 - - - - - - 2028 - - - - - - 2029 - - - - - - 2030 - - - - - - 2031 - - - - - - 2032 - - - - - - 2033 - - - - - - 2034 - - - - - - 2035 - - - - - - 2036 - - - - - - 2037 - - - - - - 276 87 86 140 67 656 MV @ Full Buildout $59,340,000 $32,625,000 $33,110,000 $66,500,000 $38,525,000 $230,100,000 (base prices;un-infl.) notes: Platted/Dev Lots = 10% MV; one-yr prior Base MV $ inflated 2% per annum 1/30/2018 C G@PMD#1-7 Fin Plan 18 R Dev Summ Prepared by D.A. Davidson & Co. 5 GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Commercial) 1 Development Projection at 50.000 (target) District Mills for Debt Service -- 01/30/2018 2050 Assessed Value Summary 2049 < < < < < < < < 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 Reasses'mt Cumulative of Market Assessed YEAR Res'l Units @ 6.0% Market Value (2-yr lag) Market Value (2-yr lag) Sq. Ft. @ 6.0% Market Value (2-yr lag) Value 2017 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 3,884,690 0 0 0 0 $0 2020 0 0 0 0 2,384,690 0 100,299 0 40,416,315 0 0 2021 0 0 0 2,384,690 1,126,560 100,299 65,722,836 0 1,126,560 2022 0 0 0 0 2,384,690 691,560 100,299 3,943,370 95,478,857 11,720,731 12,412,291 2023 0 0 0 4,140,335 691,560 100,299 121,807,762 19,059,622 19,751,182 2024 0 0 0 0 0 691,560 113,084 7,308,466 175,743,124 27,688,869 28,380,429 2025 0 0 0 0 1,200,697 0 175,743,124 35,324,251 36,524,948 2026 0 0 0 0 0 0 0 10,544,587 186,287,712 50,965,506 50,965,506 2027 0 0 0 0 0 0 186,287,712 50,965,506 50,965,506 2028 0 0 0 0 0 0 0 11,177,263 197,464,975 54,023,436 54,023,436 2029 0 0 0 0 0 0 197,464,975 54,023,436 54,023,436 2030 0 0 0 0 0 0 0 11,847,898 209,312,873 57,264,843 57,264,843 2031 0 0 0 0 0 0 209,312,873 57,264,843 57,264,843 2032 0 0 0 0 0 0 0 12,558,772 221,871,646 60,700,733 60,700,733 2033 0 0 0 0 0 0 221,871,646 60,700,733 60,700,733 2034 0 0 0 0 0 0 0 13,312,299 235,183,944 64,342,777 64,342,777 2035 0 0 0 0 0 0 235,183,944 64,342,777 64,342,777 2036 0 0 0 0 0 0 0 14,111,037 249,294,981 68,203,344 68,203,344 2037 0 0 0 0 0 0 249,294,981 68,203,344 68,203,344 2038 0 0 0 0 0 14,957,699 264,252,680 72,295,544 72,295,544 2039 0 0 0 0 264,252,680 72,295,544 72,295,544 2040 0 0 0 0 0 15,855,161 280,107,841 76,633,277 76,633,277 2041 0 0 0 0 280,107,841 76,633,277 76,633,277 2042 0 0 0 0 0 16,806,470 296,914,311 81,231,274 81,231,274 2043 0 0 0 0 296,914,311 81,231,274 81,231,274 2044 0 0 0 0 0 17,814,859 314,729,170 86,105,150 86,105,150 2045 0 0 0 0 314,729,170 86,105,150 86,105,150 2046 0 0 0 0 0 18,883,750 333,612,920 91,271,459 91,271,459 2047 0 0 0 0 333,612,920 91,271,459 91,271,459 2048 0 0 0 0 0 20,016,775 353,629,695 96,747,747 96,747,747 2049 0 0 0 0 353,629,695 96,747,747 96,747,747 2050 0 0 0 0 0 21,217,782 374,847,477 102,552,612 102,552,612 2051 0 0 0 0 374,847,477 102,552,612 102,552,612 2052 0 0 0 0 0 22,490,849 397,338,325 108,705,768 108,705,768 2053 0 0 0 0 397,338,325 108,705,768 108,705,768 2054 0 0 0 0 0 23,840,300 421,178,625 115,228,114 115,228,114 2055 0 0 0 0 421,178,625 115,228,114 115,228,114 2056 0 0 0 0 0 25,270,717 446,449,342 122,141,801 122,141,801 2057 0 0 0 0 446,449,342 122,141,801 122,141,801 2058 0 0 0 0 0 26,786,961 473,236,303 129,470,309 129,470,309 2059 0 0 0 0 473,236,303 129,470,309 129,470,309 2060 0 0 0 0 0 28,394,178 501,630,481 137,238,528 137,238,528 2061 0 0 0 0 501,630,481 137,238,528 137,238,528 2062 0 0 0 0 0 30,097,829 531,728,310 145,472,839 145,472,839 2063 0 0 0 0 531,728,310 145,472,839 145,472,839 2064 0 0 0 0 0 31,903,699 563,632,008 154,201,210 154,201,210 2065 0 0 0 0 563,632,008 154,201,210 154,201,210 2066 0 0 0 0 0 33,817,921 597,449,929 163,453,282 163,453,282 GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Commercial) Development Summary Development Projection -- Buildout Plan (updated 1/23/18) Commercial Development Product Type Retail Office Restaurant Emp. Office/Research Emp. Medical/Wellness Hotel Base $ ('18) $250/sf $200/sf $300/sf $200/sf $250/sf $125,000/Rm Comm'l Totals* 2017 - - - - - - - 2018 - - - - - - - 2019 - - - - - - - 2020 28,151 - 7,678 32,235 32,235 120 100,299 2021 28,151 - 7,678 32,235 32,235 - 100,299 2022 28,151 - 7,678 32,235 32,235 - 100,299 2023 28,151 - 7,678 32,235 32,235 - 100,299 2024 28,149 12,796 7,675 32,232 32,232 120 113,084 2025 - - - - - - - 2026 - - - - - - - 2027 - - - - - - - 2028 - - - - - - - 2029 - - - - - - - 2030 - - - - - - - 2031 - - - - - - - 2032 - - - - - - - 2033 - - - - - - - 2034 - - - - - - - 2035 - - - - - - - 2036 - - - - - - - 2037 - - - - - - - 140,753 12,796 38,387 161,172 161,172 240 514,280 MV @ Full Buildout $35,188,250 $2,559,200 $11,516,100 $32,234,400 $40,293,000 $30,000,000 $151,790,950 (base prices;un-infl.) [*] Not Including Hotels; presented in Rooms. notes: Platted/Dev Lots = 10% MV; one-yr prior Base MV $ inflated 2% per annum 1/30/2018 C G@PMD#1-7 Fin Plan 18 C Dev Summ Prepared by D.A. Davidson & Co. 7 Jan 30, 2018 8:16 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Gateway @ Prospect MD 18 (fk...:CJAN3018-20NRSPC) SOURCES AND USES OF FUNDS GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential + Commercial) GENERAL OBLIGATION BONDS, SERIES 2020 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Non-Rated, 105x, 30-yr. Maturity (Full Growth + 6.00% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2020 Delivery Date 12/01/2020 Sources: Bond Proceeds: Par Amount 67,005,000.00 67,005,000.00 Uses: Project Fund Deposits: Project Fund 49,176,650.00 Other Fund Deposits: Capitalized Interest Fund 10,050,750.00 Debt Service Reserve Fund 6,137,500.00 16,188,250.00 Delivery Date Expenses: Cost of Issuance 300,000.00 Underwriter's Discount 1,340,100.00 1,640,100.00 67,005,000.00 8 Jan 30, 2018 8:27 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Gateway @ Prospe...:CJAN3018-36IGR20C,36IGR20C) SOURCES AND USES OF FUNDS GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2036 Delivery Date 12/01/2036 Sources: Bond Proceeds: Par Amount 121,720,000.00 Other Sources of Funds: Funds on Hand* 3,890,000.00 Series 2020 - DSRF 6,137,500.00 10,027,500.00 131,747,500.00 Uses: Project Fund Deposits: Project Fund 66,262,489.58 Refunding Escrow Deposits: Cash Deposit* 58,715,000.00 Other Fund Deposits: Capitalized Interest Fund 431,091.67 Debt Service Reserve Fund 5,530,318.75 5,961,410.42 Delivery Date Expenses: Cost of Issuance 200,000.00 Underwriter's Discount 608,600.00 808,600.00 131,747,500.00 [*] Estimated balances (tbd). 9 Jan 30, 2018 8:27 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Gateway @ Prospe...:CJAN3018-36IGR20C,36IGR20C) BOND SUMMARY STATISTICS GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2036 Delivery Date 12/01/2036 First Coupon 06/01/2037 Last Maturity 12/01/2066 Arbitrage Yield 4.250000% True Interest Cost (TIC) 4.285260% Net Interest Cost (NIC) 4.250000% All-In TIC 4.296902% Average Coupon 4.250000% Average Life (years) 22.931 Weighted Average Maturity (years) 22.931 Duration of Issue (years) 14.506 Par Amount 121,720,000.00 Bond Proceeds 121,720,000.00 Total Interest 118,622,812.50 Net Interest 119,231,412.50 Bond Years from Dated Date 2,791,125,000.00 Bond Years from Delivery Date 2,791,125,000.00 Total Debt Service 240,342,812.50 Maximum Annual Debt Service 17,253,375.00 Average Annual Debt Service 8,011,427.08 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 2066 121,720,000.00 100.000 4.250% 22.931 11/06/2059 205,706.80 121,720,000.00 22.931 205,706.80 All-In Arbitrage TIC TIC Yield Par Value 121,720,000.00 121,720,000.00 121,720,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount -608,600.00 -608,600.00 - Cost of Issuance Expense -200,000.00 - Other Amounts Target Value 121,111,400.00 120,911,400.00 121,720,000.00 Target Date 12/01/2036 12/01/2036 12/01/2036 Yield 4.285260% 4.296902% 4.250000% 10 Jan 30, 2018 8:27 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Gateway @ Prospe...:CJAN3018-36IGR20C,36IGR20C) BOND DEBT SERVICE GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01/2037 2,586,550.00 2,586,550.00 12/01/2037 2,586,550.00 2,586,550.00 5,173,100.00 06/01/2038 2,586,550.00 2,586,550.00 12/01/2038 10,000 4.250% 2,586,550.00 2,596,550.00 5,183,100.00 06/01/2039 2,586,337.50 2,586,337.50 12/01/2039 10,000 4.250% 2,586,337.50 2,596,337.50 5,182,675.00 06/01/2040 2,586,125.00 2,586,125.00 12/01/2040 325,000 4.250% 2,586,125.00 2,911,125.00 5,497,250.00 06/01/2041 2,579,218.75 2,579,218.75 12/01/2041 335,000 4.250% 2,579,218.75 2,914,218.75 5,493,437.50 06/01/2042 2,572,100.00 2,572,100.00 12/01/2042 680,000 4.250% 2,572,100.00 3,252,100.00 5,824,200.00 06/01/2043 2,557,650.00 2,557,650.00 12/01/2043 710,000 4.250% 2,557,650.00 3,267,650.00 5,825,300.00 06/01/2044 2,542,562.50 2,542,562.50 12/01/2044 1,090,000 4.250% 2,542,562.50 3,632,562.50 6,175,125.00 06/01/2045 2,519,400.00 2,519,400.00 12/01/2045 1,135,000 4.250% 2,519,400.00 3,654,400.00 6,173,800.00 06/01/2046 2,495,281.25 2,495,281.25 12/01/2046 1,555,000 4.250% 2,495,281.25 4,050,281.25 6,545,562.50 06/01/2047 2,462,237.50 2,462,237.50 12/01/2047 1,620,000 4.250% 2,462,237.50 4,082,237.50 6,544,475.00 06/01/2048 2,427,812.50 2,427,812.50 12/01/2048 2,080,000 4.250% 2,427,812.50 4,507,812.50 6,935,625.00 06/01/2049 2,383,612.50 2,383,612.50 12/01/2049 2,170,000 4.250% 2,383,612.50 4,553,612.50 6,937,225.00 06/01/2050 2,337,500.00 2,337,500.00 12/01/2050 2,680,000 4.250% 2,337,500.00 5,017,500.00 7,355,000.00 06/01/2051 2,280,550.00 2,280,550.00 12/01/2051 2,795,000 4.250% 2,280,550.00 5,075,550.00 7,356,100.00 06/01/2052 2,221,156.25 2,221,156.25 12/01/2052 3,355,000 4.250% 2,221,156.25 5,576,156.25 7,797,312.50 06/01/2053 2,149,862.50 2,149,862.50 12/01/2053 3,495,000 4.250% 2,149,862.50 5,644,862.50 7,794,725.00 06/01/2054 2,075,593.75 2,075,593.75 12/01/2054 4,115,000 4.250% 2,075,593.75 6,190,593.75 8,266,187.50 06/01/2055 1,988,150.00 1,988,150.00 12/01/2055 4,290,000 4.250% 1,988,150.00 6,278,150.00 8,266,300.00 06/01/2056 1,896,987.50 1,896,987.50 12/01/2056 4,965,000 4.250% 1,896,987.50 6,861,987.50 8,758,975.00 06/01/2057 1,791,481.25 1,791,481.25 12/01/2057 5,175,000 4.250% 1,791,481.25 6,966,481.25 8,757,962.50 06/01/2058 1,681,512.50 1,681,512.50 12/01/2058 5,925,000 4.250% 1,681,512.50 7,606,512.50 9,288,025.00 06/01/2059 1,555,606.25 1,555,606.25 12/01/2059 6,175,000 4.250% 1,555,606.25 7,730,606.25 9,286,212.50 06/01/2060 1,424,387.50 1,424,387.50 12/01/2060 6,995,000 4.250% 1,424,387.50 8,419,387.50 9,843,775.00 06/01/2061 1,275,743.75 1,275,743.75 Jan 30, 2018 8:27 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Gateway @ Prospe...:CJAN3018-36IGR20C,36IGR20C) NET DEBT SERVICE GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Period Total Debt Service Capitalized Net Ending Principal Interest Debt Service Reserve Fund Interest Fund Debt Service 12/01/2037 5,173,100.00 5,173,100.00 431,091.67 4,742,008.33 12/01/2038 10,000 5,173,100.00 5,183,100.00 5,183,100.00 12/01/2039 10,000 5,172,675.00 5,182,675.00 5,182,675.00 12/01/2040 325,000 5,172,250.00 5,497,250.00 5,497,250.00 12/01/2041 335,000 5,158,437.50 5,493,437.50 5,493,437.50 12/01/2042 680,000 5,144,200.00 5,824,200.00 5,824,200.00 12/01/2043 710,000 5,115,300.00 5,825,300.00 5,825,300.00 12/01/2044 1,090,000 5,085,125.00 6,175,125.00 6,175,125.00 12/01/2045 1,135,000 5,038,800.00 6,173,800.00 6,173,800.00 12/01/2046 1,555,000 4,990,562.50 6,545,562.50 6,545,562.50 12/01/2047 1,620,000 4,924,475.00 6,544,475.00 6,544,475.00 12/01/2048 2,080,000 4,855,625.00 6,935,625.00 6,935,625.00 12/01/2049 2,170,000 4,767,225.00 6,937,225.00 6,937,225.00 12/01/2050 2,680,000 4,675,000.00 7,355,000.00 7,355,000.00 12/01/2051 2,795,000 4,561,100.00 7,356,100.00 7,356,100.00 12/01/2052 3,355,000 4,442,312.50 7,797,312.50 7,797,312.50 12/01/2053 3,495,000 4,299,725.00 7,794,725.00 7,794,725.00 12/01/2054 4,115,000 4,151,187.50 8,266,187.50 8,266,187.50 12/01/2055 4,290,000 3,976,300.00 8,266,300.00 8,266,300.00 12/01/2056 4,965,000 3,793,975.00 8,758,975.00 8,758,975.00 12/01/2057 5,175,000 3,582,962.50 8,757,962.50 8,757,962.50 12/01/2058 5,925,000 3,363,025.00 9,288,025.00 9,288,025.00 12/01/2059 6,175,000 3,111,212.50 9,286,212.50 9,286,212.50 12/01/2060 6,995,000 2,848,775.00 9,843,775.00 9,843,775.00 12/01/2061 7,290,000 2,551,487.50 9,841,487.50 9,841,487.50 12/01/2062 8,190,000 2,241,662.50 10,431,662.50 10,431,662.50 12/01/2063 8,540,000 1,893,587.50 10,433,587.50 10,433,587.50 12/01/2064 9,530,000 1,530,637.50 11,060,637.50 11,060,637.50 12/01/2065 9,935,000 1,125,612.50 11,060,612.50 11,060,612.50 12/01/2066 16,550,000 703,375.00 17,253,375.00 5,530,318.75 11,723,056.25 121,720,000 118,622,812.50 240,342,812.50 5,530,318.75 431,091.67 234,381,402.08 12 Jan 30, 2018 8:27 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Gateway @ Prospe...:CJAN3018-36IGR20C,36IGR20C) SUMMARY OF BONDS REFUNDED GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Maturity Interest Par Call Call Bond Date Rate Amount Date Price 1/30/18: Ser 20 NR LF, 5.00%, 105x, 50+50, FG+6% BiRE, SP (Aggressive): TERM50 12/01/2037 5.000% 1,720,000.00 12/01/2036 100.000 12/01/2038 5.000% 2,085,000.00 12/01/2036 100.000 12/01/2039 5.000% 2,190,000.00 12/01/2036 100.000 12/01/2040 5.000% 2,595,000.00 12/01/2036 100.000 12/01/2041 5.000% 2,725,000.00 12/01/2036 100.000 12/01/2042 5.000% 3,175,000.00 12/01/2036 100.000 12/01/2043 5.000% 3,335,000.00 12/01/2036 100.000 12/01/2044 5.000% 3,835,000.00 12/01/2036 100.000 12/01/2045 5.000% 4,030,000.00 12/01/2036 100.000 12/01/2046 5.000% 4,580,000.00 12/01/2036 100.000 12/01/2047 5.000% 4,810,000.00 12/01/2036 100.000 12/01/2048 5.000% 5,425,000.00 12/01/2036 100.000 12/01/2049 5.000% 5,695,000.00 12/01/2036 100.000 12/01/2050 5.000% 12,515,000.00 12/01/2036 100.000 58,715,000.00 13 Jan 30, 2018 8:27 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Gateway @ Prospe...:CJAN3018-36IGR20C,36IGR20C) ESCROW REQUIREMENTS GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2036 Delivery Date 12/01/2036 1/30/18: Ser 20 NR LF, 5.00%, 105x, 50+50, FG+6% BiRE, SP (Aggressive) Period Principal Ending Redeemed Total 12/01/2036 58,715,000.00 58,715,000.00 58,715,000.00 58,715,000.00 14 Jan 30, 2018 8:27 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Gateway @ Prospe...:CJAN3018-36IGR20C,36IGR20C) PRIOR BOND DEBT SERVICE GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01/2037 1,467,875 1,467,875 12/01/2037 1,720,000 5.000% 1,467,875 3,187,875 4,655,750 06/01/2038 1,424,875 1,424,875 12/01/2038 2,085,000 5.000% 1,424,875 3,509,875 4,934,750 06/01/2039 1,372,750 1,372,750 12/01/2039 2,190,000 5.000% 1,372,750 3,562,750 4,935,500 06/01/2040 1,318,000 1,318,000 12/01/2040 2,595,000 5.000% 1,318,000 3,913,000 5,231,000 06/01/2041 1,253,125 1,253,125 12/01/2041 2,725,000 5.000% 1,253,125 3,978,125 5,231,250 06/01/2042 1,185,000 1,185,000 12/01/2042 3,175,000 5.000% 1,185,000 4,360,000 5,545,000 06/01/2043 1,105,625 1,105,625 12/01/2043 3,335,000 5.000% 1,105,625 4,440,625 5,546,250 06/01/2044 1,022,250 1,022,250 12/01/2044 3,835,000 5.000% 1,022,250 4,857,250 5,879,500 06/01/2045 926,375 926,375 12/01/2045 4,030,000 5.000% 926,375 4,956,375 5,882,750 06/01/2046 825,625 825,625 12/01/2046 4,580,000 5.000% 825,625 5,405,625 6,231,250 06/01/2047 711,125 711,125 12/01/2047 4,810,000 5.000% 711,125 5,521,125 6,232,250 06/01/2048 590,875 590,875 12/01/2048 5,425,000 5.000% 590,875 6,015,875 6,606,750 06/01/2049 455,250 455,250 12/01/2049 5,695,000 5.000% 455,250 6,150,250 6,605,500 06/01/2050 312,875 312,875 12/01/2050 12,515,000 5.000% 312,875 12,827,875 13,140,750 58,715,000 27,943,250 86,658,250 86,658,250 15 EXHIBIT F Gateway at Prospect Metropolitan District Nos. 1-7 Intergovernmental Agreement INTERGOVERNMENTAL AGREEMENT THIS INTERGOVERNMENTAL AGREEMENT is made and entered into by and between the City of Fort Collins, Colorado, a Colorado home rule municipality (the “City”), and Gateway at Prospect Metropolitan District Nos. 1-7, quasi-municipal corporations and political subdivisions of the State of Colorado (collectively, the “Districts”). 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 March 6, 2018, which may be amended from time to time as set forth therein (the “Service Plan”); and WHEREAS, the City and the property owner organizers of the Districts have entered into that certain “Binding Agreement Pertaining to Development of the Interstate Highway 25 and Prospect Road Interchange” dated March __, 2018 (the “Binding Agreement”); and WHEREAS, the Binding Agreement contemplates that the City and the Districts will enter into a “Capital Pledge Agreement” pursuant to which the District will share in the cost of the Colorado Department of Transportation project to improve the I-25 and Prospect Road Interchange (the “Capital Pledge Agreement); 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 Intergovernmental Agreement as provided in the Service Plan (“Agreement”). 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 hereto agree as follows: COVENANTS AND AGREEMENTS 1. Incorporation by Reference. The Service Plan is hereby incorporated in this agreement by this reference. The District agrees 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 Title 32, Article 1, C.R.S. (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. Imposition of Fees, Levying of Taxes and Issuance of Debt. The Districts shall not impose any taxes, fees, rates, tolls or charges, or issue any Debt unless or until: (a) the Property Owner has recorded the PIF Covenant (as defined in the Binding Agreement) against its property within the Project Area Boundaries, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. 3. City Prior Approvals. The Districts shall obtain any prior City or City Council approvals as required in the Service Plan before undertaking the action requiring such approval. 4. Enforcement. The parties agree that this Agreement may be enforced at law or in equity, including actions seeking specific performance, mandamus, injunctive, or other appropriate relief. The parties also agree that this Agreement may be enforced pursuant to Section 32-1-207, C.R.S. and other provisions of the Special District Act granting rights to municipalities or counties approving a service plan of a special district. 5. 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. 6. 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. 7. Beneficiaries. Except as otherwise stated herein, this Agreement is intended to 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 persons or entities not named as parties. 8. 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 either party or as to both parties, such portion shall be deemed severable and its invalidity or its unenforceability shall not cause the entire agreement to be terminated. 9. 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. 10. Successors and Assigns. This Agreement and the rights and obligations created hereby shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS. 1-7 BY: President ATTEST: By:_______________________________ Secretary CITY OF FORT COLLINS, COLORADO By: Mayor ATTEST: By: City Clerk 1597.0003; 884438 CERTIFICATE CONCERNING NOTICES OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN IN RE THE ORGANIZATION OF GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS. 1-7, CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO I, Abby Franz, an a paralegal at the law firm of White Bear Ankele Tanaka & Waldron Professional Corporation, acting on behalf of Gateway at Prospect Metropolitan District Nos.1-7 (the “Districts”), do hereby certify as follows: 1. That the City Council of the City of Fort Collins (the “City Council”) set a public hearing for Tuesday, March 6, 2018 at 6:00 p.m. at the City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado (the “Hearing”), for the purpose of considering the Consolidated Service Plan (the “Service Plan”) for the Districts and to form a basis for adopting a resolution approving, conditionally approving or disapproving the Service Plan; 2. That, pursuant to § 32-1-204.5, C.R.S., and the City of Fort Collins Policy for Reviewing Proposed Service Plans for Title 32 Metropolitan Districts, dated July 9, 2008, the Notice of Public Hearing on Consolidated Service Plan, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference, was sent by U.S. mail on February 14, 2018, more than ten (10) days prior to the Hearing, to the property owners within the proposed Districts as listed on the records of the County Assessor, as set forth on the list attached hereto as Exhibit B and incorporated herein by this reference and; 3. That the Notice of Public Hearing on Consolidated Service Plan was further published on February 12, 2018 in The Coloradoan. A copy of the Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan is attached hereto as Exhibit C and incorporated herein by this reference. Signed this 28 th day of February, 2018. By: Abby Franz, Paralegal EXHIBIT B EXHIBIT A TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Notice of Public Hearing on Consolidated Service Plan) NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A SPECIAL DISTRICT IN RE THE ORGANIZATION OF GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS. 1-7, CITY OF FT. COLLINS, COUNTY OF LARIMER, STATE OF COLORADO NOTICE IS HEREBY GIVEN that, pursuant to § 32-1-204(1), C.R.S., a Service Plan (the “Service Plan”) for the proposed Gateway at Prospect Metropolitan District Nos. 1-7 (“Districts”) has been filed and is available for public inspection in the office of the City Clerk of the City of Ft. Collins. A public hearing on the Service Plan will be held by the City Council of the City of Ft. Collins (the “City Council”) on Tuesday, March 6, 2018, at 6:00 p.m., at City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado, or as soon thereafter as the City Council may hear such matter. The Districts are metropolitan districts. Public improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed, specifically including related eligible costs for acquisition and administration, as authorized by the Special District Act, except as specifically limited in Section V of the Districts’ Service Plan to serve the future taxpayers and property owners of the Districts as determined by the Board of the Districts in its discretion. The maximum mill levy each District is permitted to impose upon the taxable property within its boundaries and shall be Eighty (80) Mills subject to the limitations set forth in the Service Plan. The proposed districts will be located at the northwest corner of the Prospect/I-25 Intersection. A description of the land contained within the boundaries of the proposed Districts is as follows: A parcel located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, Larimer County, Colorado, containing approximately 178.85 acres, as further described in the Service Plan. NOTICE IS FURTHER GIVEN that pursuant to § 32-1-203(3.5), C.R.S., any person owning property in the proposed Districts may request that such property be excluded from the Districts by submitting such request to the Board of County Commissioners of Larimer County no later than ten days prior to the public hearing. All protests and objections must be submitted in writing to the City Manager at or prior to the public hearing or any continuance or postponement thereof in order to be considered. All protests and objections to the Districts shall be deemed to be waived unless presented at the time and in the manner specified herein. BY ORDER OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS EXHIBIT B TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Mailing List of Property Owners) Fort Collins/I25 Interchange Corner, LLC 2 N. Cascade Ave., Suite 590 Colorado Springs, CO 80903 EXHIBIT C TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan) -1- RESOLUTION 2018-028 OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS APPROVING THE CONSOLIDATED SERVICE PLAN FOR THE RUDOLPH FARMS METROPOLITAN DISTRICT NOS. 1-6 WHEREAS, the interchange at Interstate Highway 25 and Prospect Road (the “Interchange”) is owned by the State of Colorado and operated and maintained by the Colorado Department of Transportation (“CDOT”); and WHEREAS, the Interchange is within the City’s boundaries and adjacent to its four corners are several undeveloped parcels of privately-owned land, which parcels are also within the City’s boundaries; and WHEREAS, Fort Collins/I-25 Interchange Corner, LLC (“FCIC”) is the fee title owner of a parcel of land adjacent to the northwest corner of the Interchange (the “FCIC Parcel”); and WHEREAS, Gateway at Prospect Apartments, LLC (“GAPA”) is the fee title owner of a parcel of land also adjacent to the northwest corner of the Interchange (the “GAPA Parcel”); and WHEREAS, a group of tenants in common (“TIC Owners”) are the fee title owners of the three parcels of land adjacent to the northeast corner of the Interchange (the “TIC Owners Parcels”); and WHEREAS, Paradigm Properties LLC (“Paradigm”) is the fee title owner of the two parcels of land adjacent to the southeast corner of the Interchange (the “Paradigm Parcels”); and WHEREAS, the Colorado State University Research Foundation (“CSURF”) is the fee title owner of the two parcels of land adjacent to the southwest corner of the Interchange (the “CSURF Parcels”); and WHEREAS, FCIC, GAPA, the TIC Owners, Paradigm and CSURF are hereafter collectively referred to as the “Property Owners” and the FCIC Parcel, GAPA Parcel, the TIC Owners Parcels, Paradigm Parcels and CSURF Parcels are hereafter collectively referred to as the “Properties”; and WHEREAS, CDOT has notified the City that it is planning a project to significantly modify and improve the Interchange by reconstructing its ramps and bridge and by reconstructing Prospect Road to a configuration with four through lanes, a raised median, left turn lanes and pedestrian and bicycle facilities, and CDOT is expected to begin construction of this project after July 1, 2018 (the “Project”); and WHEREAS, the Project will also include certain urban design improvements requested by the City that are typically required under the City’s development standards (the “Urban Design Features”); and WHEREAS, the Project and the Urban Design Features will provide significant public benefits to the City and its residents, and they will benefit the Property Owners by materially increasing the value of their Properties; and -2- WHEREAS, CDOT estimates that the total cost of the Project, as originally proposed by it, will be approximately $24 million, but it has indicated that it will only provide $12 million to fund the Project, leaving a $12 million deficit; and WHEREAS, the Urban Design Features planned by the City will add an additional $7 million to the cost of the Project, bringing the total Project cost to $31 million; and WHEREAS, CDOT has asked the City to participate in the Project by funding the $12 million deficit originally identified by CDOT, but the City is only willing to consider funding this deficit if the additional $7 million of Urban Design Features are included in the Project and if the Town of Timnath, Colorado (“Timnath”) and the Property Owners share in funding this $19 million deficit; and WHEREAS, the City has previously entered into an Intergovernmental Agreement dated April 14, 2017, with CDOT in which the City has agreed to contribute $2.25 million in support of CDOT’s project to improve I-25 from Colorado Highway 402 to Colorado Highway 14 (the “CDOT IGA”); and WHEREAS, on January 2, 2018, the City Council adopted Resolution 2018-004 approving an amendment to the CDOT IGA, in which amendment the City has agreed to share in the cost of the Interchange Project as proposed by CDOT and CDOT has agreed to add the Urban Design Features to the Project, which amendment the City and CDOT entered into on January 18, 2018 (the “Amended IGA”); and WHEREAS, the City has also asked Timnath to share in funding the City’s commitment to CDOT under the Amended IGA since Timnath will also experience significant public benefits from the Project; and WHEREAS, the City and Timnath have been negotiating a separate agreement under which Timnath would reimburse the City for up to $2.5 million of the $19 million deficit to be paid over a twenty-year period, thereby leaving a $16.5 million deficit (the “Remaining Deficit”); and WHEREAS, the City and the Property Owners have previously negotiated and entered into that certain “Memorandum of Understanding Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange” dated January 30, 2018, which City Council approved in Resolution 2018-005 on January 2, 2018 (the “MOU”); and WHEREAS, the City and the Property Owners acknowledged in the MOU that while it is not a binding agreement, the parties nevertheless intended to cooperate in good faith to negotiate and enter into a binding agreement under which the parties would agree to equally share in the payment of the Remaining Deficit; and WHEREAS, as so intended in the MOU, City staff and the Property Owners have negotiated in good faith a “Binding Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange” (the “Binding Agreement”); and -3- WHEREAS, the City Council has on this date adopted Resolution 2018-024 approving and authorizing the City’s execution of the Binding Agreement; and WHEREAS, the Property Owners agree in the Binding Agreement to equally share the Remaining Deficit by the Property Owners agreeing to reimburse the City over time their $8.25 million share (“Shared Deficit”) to be reduced by a credit of $500,000 representing the value of the Property Owners’ land that will be dedicated to CDOT without receiving compensation as right of way for the Project (the “ROW Credit”) and a credit of $700,000 representing the transportation capital expansion fees anticipated to be paid to the City under Fort Collins Code Section 7.5-32 related to the future development of the Properties (the “TCEF Credit”); and WHEREAS, after the ROW Credit and the TCEF Credit are applied to the Shared Deficit, the Binding Agreement provides that the Property Owners’ portion of the Shared Deficit will be $7,050,000, plus financing costs (“Owners’ Share”); and WHEREAS, the Binding Agreement further provides that the Owners’ Share will accrue interest at the rate the City incurs in financing its funding obligations to CDOT under the Amended IGA and that this adjusted amount will be paid in twenty annual payments of principal and interest from the Pledged Revenues (as hereinafter defined); and WHEREAS, the Property Owners also agree in the Binding Agreement to record against their respective Properties a covenant imposing a public improvement fee at a rate .75%, net of any administrative fees for collection, to be imposed on all future retail sales on the Properties that are also subject to the City’s sales tax under Article III of City Code Chapter 25, as amended (collectively, the “Interchange PIF Covenant”); and WHEREAS, to pay the Owners’ Share, the Binding Agreement contemplates that the Property Owners will organize a metropolitan district under the provisions of Article 1 of Title 32 of the Colorado Revised Statutes (the “Special District Act”); and WHEREAS, on July 15, 2008, the City Council adopted Resolution 2008-069 creating a Policy for Reviewing Proposed Service Plans for Title 32 metropolitan districts (the “City Policy”) setting forth criteria to serve as a guide for Council’s consideration of metropolitan district service plans, but retaining to Council the full discretion and authority regarding the terms and conditions of the service plans it considers and approves; and WHEREAS, the Property Owners have submitted to the City, in accordance with the City Policy, the “Service Plan for I-25/Prospect Interchange Metropolitan District, City of Fort Collins, Colorado” (the “Interchange Service Plan”) to create this metropolitan district (the “Interchange Metro District”); and WHEREAS, the Interchange Service Plan proposes the creation of the Interchange Metro District for the sole purpose of paying the Owners’ Share through the Interchange Metro District’s pledge of a combination of a property tax mill levy of not less than 7.5 mills, but not more than 10 mills, on the Properties (“Property Tax”), fees imposed by it on and collected from future development occurring on the Properties (“Project Fees”) and the net revenues from the Interchange PIF Covenant collected by the Interchange Metro District (“PIF Revenues”); and -4- WHEREAS, the Interchange Metro District’s commitment to pledge the Property Tax, the Project Fees and the PIF Revenues (collectively, the “Pledged Revenues”) to the payment of the Owners’ Share is set out in the Capital Pledge Agreement attached as Exhibit “D” to the Interchange Service Plan (the “Capital Pledge Agreement”); and WHEREAS, as anticipated in the MOU, four of the Property Owners also wish to form other metropolitan districts under the District Act to use to construct and fund some or all of the basic public infrastructure needed in the future development of their individual Properties, whether such development is commercial or residential, and for maintenance of such infrastructure and for all other purposes allowed by the District Act and the approved service plans (the “Development Metro Districts”); and WHEREAS, the Interchange Metro District and the Development Metro Districts shall be collectively referred to as the “Metro Districts”; and WHEREAS, the Metro Districts cannot be created under the District Act without the City Council approving a service plan for each of the Metro Districts (collectively, “Service Plans”) which, together with the District Act, will govern the operation of the Metro Districts and their authority to impose, collect, spend and pledge property taxes and fees, issue debt, and they will delineate the type of basic public infrastructure and services the Metro Districts will be authorized to provide and how the Metro Districts will cooperate with each other, the City and the Property Owners to fund regional and local infrastructure; and WHEREAS, the Binding Agreement contemplates that if all of the Service Plans are not approved by Council, that the Interchange Metro District will not enter into the Capital Pledge Agreement and the Property Owners will not record the Interchange PIF Covenant, however the Binding Agreement also contemplates that the Development Districts will be unable to impose any fees or property tax mill levy or issue any debt unless the Interchange Metro District conducts a TABOR election on May 8, 2018, in accordance with Article X, Section 20 of the Colorado Constitution, that authorizes the Interchange Metro District’s Property Tax and the Capital Pledge Agreement, the Interchange Metro District enters into the Capital Pledge Agreement, and the Property Owners record the PIF Covenant against all of their respective Properties; and WHEREAS, the TIC Owners, as the owner of the TIC Owners Parcels, have submitted to the City, in accordance with the City Policy, the “Consolidated Service Plan for Rudolph Farms Metropolitan District Nos. 1-6” attached hereto as Exhibit “A” and incorporated herein by reference (the “Rudolph Farms Service Plan”); and WHEREAS, in accordance with Subsection B of the Review and Approval Process section of the City Policy and Colorado Revised Statutes Section 32-1-204.5, the TIC Owners have complied with all notification requirements for City Council’s public hearing on the Rudolph Farms Service Plan as evidenced by the “Certificate of Mailing Notice of Service Plan Hearing” dated February 28, 2018, attached hereto as Exhibit “B” and incorporated herein by reference (the “Notice Requirements”); and -5- WHEREAS, in addition to compliance with the Notice Requirements, the TIC Owners have caused to be published a notice of the Public Hearing in the Coloradoan, a newspaper of general circulation within the boundaries of the proposed Rudolph Farms Metropolitan District Nos. 1-6 (the “Rudolph Farms Metro Districts”); and WHEREAS, the City Council has reviewed the Rudolph Farms Service Plan and considered the testimony and evidence presented at a public hearing on March 6, 2018 (the “Public Hearing”); and 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 a resolution of the governing body of the municipality within which the proposed district lies; and WHEREAS, the City Council wishes to approve the Rudolph Farms Service Plan. 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 Rudolph Farms Service Plan. Section 3. That the City Council hereby finds that the Rudolph Farms Service Plan contains, or sufficiently provides for, the items described in Colorado Revised Statutes Section 32-1-202(2), and that: a. There is sufficient existing and projected need for organized service in the area to be serviced by the proposed Rudolph Farms Metro Districts; b. The existing service in the area to be served by the proposed Rudolph Farms Metro Districts is inadequate for present and projected needs; c. The proposed Rudolph Farms Districts are capable of providing economical and sufficient service to the area within their proposed boundaries; and d. The area to be included within the proposed Rudolph Farms Metro Districts has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. Section 4. That the City Council’s findings are based solely upon the evidence in the Rudolph Farms Service Plan as presented at the Public Hearing and the City has not conducted -6- any independent investigation of the evidence. The City makes no guarantee as to the financial viability of the Rudolph Farms Metro Districts or the achievability of the desired results. Section 5. That the City Council hereby approves the Rudolph Farms Service Plan. Section 6. That the City Council’s approval of the Rudolph Farms Service Plan is not a waiver or a limitation upon any power that the City or the City Council is legally permitted to exercise with respect to the property within the Rudolph Farms Metro Districts. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 6th day of March A.D. 2018. ____________________________________ Mayor ATTEST: ______________________________ City Clerk CONSOLIDATED SERVICE PLAN FOR RUDOLPH FARMS METROPOLITAN DISTRICT NOS. 1-6 CITY OF FORT COLLINS, COLORADO Prepared by: White Bear Ankele Tanaka & Waldron, Professional Corporation 748 Whalers Way, Suite 210 Fort Collins, Colorado 80525 March 6, 2018 EXHIBIT A i TABLE OF CONTENTS I. INTRODUCTION .............................................................................................................. 1 A. Purpose and Intent................................................................................................... 1 B. Need for the Districts. ............................................................................................. 2 C. Objective of the City Regarding Districts’ Service Plan. ....................................... 2 II. DEFINITIONS .................................................................................................................... 3 III. BOUNDARIES ................................................................................................................... 6 IV. PROPOSED LAND USE AND ASSESSED VALUATION ............................................. 6 V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES ....... 7 A. Powers of the Districts and Service Plan Amendment. .......................................... 7 1. Operations and Maintenance....................................................................... 7 2. Development Standards. ............................................................................. 7 3. Privately Placed Debt Limitation. ............................................................... 7 4. Inclusion and Exclusion Limitation. ........................................................... 8 5. Maximum Debt Authorization. ................................................................... 8 6. Monies from Other Governmental Sources. ............................................... 8 7. Consolidation Limitation. ........................................................................... 8 8. Eminent Domain Limitation. ...................................................................... 8 9. Service Plan Amendment Requirement. ..................................................... 9 B. Infrastructure Preliminary Development Plan. ....................................................... 9 VI. FINANCIAL PLAN.......................................................................................................... 10 A. General. ................................................................................................................. 10 B. Maximum Voted Interest Rate and Maximum Underwriting Discount. .............. 11 C. Maximum Mill Levies. ......................................................................................... 11 D. Debt Issuance and Maturity. ................................................................................. 12 E. Security for Debt. .................................................................................................. 12 F. TABOR Compliance. ............................................................................................ 12 G. Districts’ Operating Costs. .................................................................................... 12 H. Elections. ............................................................................................................... 13 VII. ANNUAL REPORT ......................................................................................................... 13 A. General. ................................................................................................................. 13 B. Reporting of Significant Events. ........................................................................... 13 VIII. DISSOLUTION ................................................................................................................ 14 IX. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND EXTRATERRITORIAL SERVICE AGREEMENTS ..................................................... 14 X. MATERIAL MODIFICATIONS ..................................................................................... 14 1598.0003; 876591 ii XI. SANCTIONS .................................................................................................................... 15 XII. INTERGOVERNMENTAL AGREEMENT WITH CITY .............................................. 16 XIII. CONCLUSION ................................................................................................................. 16 XIV. RESOLUTION OF APPROVAL ..................................................................................... 16 1598.0003; 876591 iii LIST OF EXHIBITS EXHIBIT A-1 Legal Description of Project Area Boundaries EXHIBIT A-2 Legal Description of District No. 1 EXHIBIT A-3 Legal Description of District No. 2 EXHIBIT A-4 Legal Description of District No. 3 EXHIBIT A-5 Legal Description of District No. 4 EXHIBIT A-6 Legal Description of District No. 5 EXHIBIT A-7 Legal Description of District No. 6 EXHIBIT B-1 Project Area Boundary Map EXHIBIT B-2 District No. 1 Boundary Map EXHIBIT B-3 District Nos. 2-6 Boundary Map EXHIBIT B-4 District Nos. 1-6 Estimated Future Boundary Map EXHIBIT C Vicinity Map EXHIBIT D Infrastructure Preliminary Development Plan EXHIBIT E Financial Plan EXHIBIT F Intergovernmental Agreement 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. Except as may otherwise be provided for by State or local law or this Service Plan, the Districts’ activities are subject to review by the City only insofar as they may deviate in a material manner from the requirements of this Service Plan. The Districts are needed to provide Public Improvements to the Project for the benefit of property owners within the Districts and other local development and will result in enhanced benefits to existing and future business owners and/or residents of the City. The primary purpose of the Districts will be to finance the construction of these Public Improvements. The Districts are being organized under a multiple-district structure. As the Project is anticipated to be built over an extended period of time, this will allow for a phased absorption of the Project and corresponding Public Improvements. Additionally, such structure assures proper coordination of the powers and authorities of the independent Districts and avoids confusion regarding the separate, but coordinated, purposes of the Districts that could arise if separate service plans were used. Under such structure, District No. 6, as the service district, is responsible for managing the construction and operation of the facilities and improvements needed for the Project. District No. 1, District No. 2, District No. 3, District No. 4 and District No. 5, as the financing districts, are responsible for providing the funding and tax base needed to support the Financial Plan for capital improvements. The continued operation of District No. 6 as the service district which owns and operates the public facilities throughout the Project, and the continued operation of District No. 1, District No. 2, District No. 3, District No. 4 and District No. 5 as the financing districts that will generate the tax revenue sufficient to pay the costs of the capital improvements, creates several benefits. These benefits include, inter alia: (1) coordinated administration of construction and operation of Public Improvements, and delivery of those improvements in a timely manner; (2) maintenance of equitable mill levies and reasonable tax burdens on all areas of the Project through proper management of the financing and operation of the Public Improvements; and (3) assured compliance with state laws regarding taxation in a manner which permits the issuance of tax exempt Debt at the most favorable interest rates possible. Currently, development of the Project is anticipated to proceed in phases. Each phase will require the extension of public services and facilities. The multiple district structure will assure that the construction and operation of each phase is primarily administered by a single board of directors consistent with a long-term construction and operations program. Use of District No. 6 as the entity responsible for construction of each phase of the Public Improvements and for management of operations will facilitate a well-planned financing effort through all phases of construction and will assist in assuring coordinated extension of services. The multiple district structure will also help assure that Public Improvements will be provided when they are needed, and not sooner. Appropriate development agreements between District No. 6 and the Property Owners of the Project will allow the postponement of financing for improvements which may not be needed until well into the future, thereby helping property owners avoid the long-term carrying costs associated with financing improvements too early. This, in turn, 1598.0003; 876591 2 allows the full costs of Public Improvements to be allocated over the full build-out of the Project and helps avoid disproportionate cost burdens being imposed on the early phases of development. Allocation of the responsibility for paying Debt for Public Improvements and capital costs will be managed through development of a unified financing plan for those improvements and through development of an integrated operating plan for long-term operations and maintenance. Use of District No. 6 as the service district to manage these functions will help assure that the phasing of the Public Improvements will occur as logical and necessary as to conform to development plans approved by the City and will help maintain reasonably uniform mill levies and fee structures throughout the coordinated construction, installation, acquisition, financing and operation of Public Improvements throughout the Project. Intergovernmental agreements among the Districts will assure that the roles and responsibilities of each District are clear in this coordinated development and financing 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, at this time, can financially 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 the Service Plan for the Districts 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. The Districts project to issue a total of One Hundred and Eleven Million Dollars ($111,000,000). All Debt is projected to be repaid by the imposition of a Debt Service Mill Levy not to exceed Eighty (80) Mills minus the Overlay District Debt Service Mill Levy, which is in turn not to exceed Ten (10) Mills, subject to adjustment as set forth in the service plan of the Overlay District. The combined Debt Service Mill Levy, Operations and Maintenance Mill Levy and Overlay District Debt Service Mill Levy shall under no circumstances exceed the Maximum Mill Levy described in Section VI.C. In no event shall the Debt Service Mill Levy exceed the Maximum Mill Levy as described in Section VI.C. herein. The City shall, under no circumstances, be responsible for the Debts of the Districts and the City’s approval of this Service Plan shall in no way be interpreted as an agreement, whether tacit or otherwise, to be financially responsible for the Debts of the Districts or the construction of Public Improvements. This Service Plan is intended to establish a limited purpose for the Districts and explicit financial constraints that are not to be violated under any circumstances. The primary purpose is to provide for the Public Improvements associated with the Project and regional improvements as necessary. Ongoing operational and maintenance activities are allowed as addressed in this Service Plan to the extent that the Districts have sufficiently demonstrated that such operations and maintenance functions are in the best interest of the City and the existing and future taxpayers of the Districts. As further detailed in Section VI.C. herein, the aggregate of the 1598.0003; 876591 3 Debt Service Mill Levy, Operations and Maintenance Mill Levy and Overlay District Debt Service Mill Levy shall not exceed the Maximum Mill Levy. 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. However, if the Districts have authorized operation and maintenance functions under this Service Plan, or if by agreement with the City it is desired that the Districts shall continue to exist, then the Districts shall not dissolve but shall retain the power necessary to impose and collect taxes or fees to pay for costs associated with said operations and maintenance functions and/or to perform agreements with the City. The Districts shall be authorized to finance the Public Improvements that can be funded from Debt to be repaid from tax revenues collected from a mill levy which shall not exceed the Maximum Mill Levy and which shall not exceed the Maximum Debt Authorization and Maximum Debt Maturity Term. II. DEFINITIONS In this Service Plan, the following terms which appear in a capitalized format herein shall have the meanings indicated below, unless the context hereof clearly requires otherwise: Approved Development Plan: means a development plan or other process established by the City (including but not limited to approval of a final plat or PUD by the City Council) for identifying, among other things, Public Improvements necessary for facilitating development of property within the Service Area as approved by the City pursuant to the City Code and as amended pursuant to the City Code from time to time. Binding Agreement: means the Binding Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange, by and among the City and the Property Owner, among others. Board or Boards: means the Board of Directors of any 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, and other legally available revenue. Such terms do not include intergovernmental agreements pledging the collection and payment of property taxes in connection with a service district and taxing district(s) structure, if applicable, and other contracts through which a District procures or provides services or tangible property. Capital Pledge Agreement: means the Capital Pledge Agreement between the City and the Overlay District implementing the terms and provisions of the Binding Agreement. City: means the City of Fort Collins, Colorado. City Code: means the Code of the City of Fort Collins and any regulations, rules, or policies promulgated thereunder, as the same may be amended from time to time. 1598.0003; 876591 4 City Council: means the City Council of the City of Fort Collins, Colorado. Any provision in this Agreement requiring City Council approval shall be deemed to be exercised by City Council in its sole discretion. Debt Service Mill Levy: means the mill levy the Districts project to impose for payment of Debt as set forth in the Financial Plan and Section VI. below. District: means Rudolph Farms Metropolitan District No. 1, Rudolph Farms Metropolitan District No. 2, Rudolph Farms Metropolitan District No. 3, Rudolph Farms Metropolitan District No. 4, Rudolph Farms Metropolitan District No. 5 or Rudolph Farms Metropolitan District No. 6, individually. District No. 1: means Rudolph Farms Metropolitan District No. 1. District No. 2: means Rudolph Farms Metropolitan District No. 2. District No. 3: means Rudolph Farms Metropolitan District No. 3. District No. 4: means Rudolph Farms Metropolitan District No. 4. District No. 5: means Rudolph Farms Metropolitan District No. 5. District No. 6: means Rudolph Farms Metropolitan District No. 6. Districts: means Rudolph Farms Metropolitan District No. 1, Rudolph Farms Metropolitan District No. 2, Rudolph Farms Metropolitan District No. 3, Rudolph Farms Metropolitan District No. 4, Rudolph Farms Metropolitan District No. 5 and Rudolph Farms Metropolitan District No. 6, collectively. District Organization Date: means the date the order and decree issued by the Larimer County District Court as required by law for the District or Districts is recorded with the Larimer County Clerk and Recorder. 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. Financial Plan: means the Financial Plan described in Section VI which is prepared by an External Financial Advisor in accordance with the requirements of the City Code 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 for the first budget year through the year in which all District Debt is expected to be defeased or paid in the ordinary course. In the event the Financial Plan is not prepared by an External Financial Advisor, the Financial Plan is accompanied by a letter of support from an External Financial Advisor. This Financial Plan is 1598.0003; 876591 5 intended to represent only one example of debt issuance and financing structure of the Districts, any variations or adjustments in the timing or implementation thereof shall not be interpreted as material modifications to this Service Plan. Infrastructure Preliminary Development Plan: means the Infrastructure Preliminary Development Plan as described in Section V.B. which includes: (a) a preliminary list of the Public Improvements to be developed by the Districts; (b) an estimate of the cost of the Public Improvements; and (c) the map or maps showing the approximate location(s) of the Public Improvements. The Districts’ implementation of this Infrastructure Preliminary Development Plan is subject to change conditioned upon various external factors including, but not limited to, site conditions, engineering requirements, City, county or state requirements, land use conditions, market conditions, and zoning limitations. Intergovernmental Agreement: means the intergovernmental agreement between the Districts and the City, a form of which is attached hereto as Exhibit F. The Intergovernmental Agreement may be amended from time to time by the applicable District and the City. Maximum Mill Levy: means the maximum mill levy each of the Districts is permitted to impose under this Service Plan for payment of Debt and administration, operations, and maintenance expenses as set forth in Section VI.C. below. Maximum Debt Authorization: means the total Debt the Districts are permitted to issue as set forth in Section V.A.5 and supported by the Financial Plan. Maximum Debt Maturity Term: means the maximum term for repayment in full of a specific District Debt issuance as set forth in Section VI.D. below. Operations and Maintenance Mill Levy: means the mill levy the Districts project to impose for payment of administration, operations, and maintenance costs as set forth in the Financial Plan and Section VI. below. Overlay District: means the I-25/Prospect Interchange Metropolitan District. Overlay District Debt Service Mill Levy: means the mill levy the Overlay District imposes under its service plan for payment of its debt. Project: means the development or property commonly referred to as the Rudolph Farms Site. Project Area Boundaries: means the boundaries of the area described in the Project Area Boundary Map and the legal description attached hereto as Exhibit A-1. Project Area Boundary Map: means the map attached hereto as Exhibit B-1, describing the overall property that incorporates the Project. Property Owner: means Land Acquisition and Management, LLC, a Colorado limited liability company, representing a group of tenants in common, its agents or assigns. 1598.0003; 876591 6 Public Improvements: means a part or all of the improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed as generally described in the Special District Act, except as specifically limited in Section V below to serve the future taxpayers and property owners of the Service Area as determined by the Board of the Districts. Service Area: means the property within the Project Area Boundary Map after such property has been included within the Districts. Service Plan: means this service plan for the Districts approved by the City Council. Service Plan Amendment: means an amendment to the Service Plan approved by the City Council in accordance with applicable state law and this Service Plan. Special District Act or “Act”: means Article 1 of Title 32 of the Colorado Revised Statutes, as amended from time to time. State: means the State of Colorado. Vicinity Map: means a map of the regional area surrounding the Project. III. BOUNDARIES The Project Area Boundaries includes approximately One Hundred Thirty Three (133) acres. A legal description of the Project Area Boundaries is attached as Exhibit A-1. The Project Area Boundaries are divided into six (6) separate and distinct Districts (District No. 1, District No. 2, District No. 3, District No. 4, District No. 5 and District No. 6), legal descriptions for which are attached hereto as Exhibits A-2, A-3, A-4, A-5, A-6 and A-7, respectively. A Project Area Boundary Map is attached hereto as Exhibit B-1, a map of District No. 1 is included as Exhibit B- 2, a map of District Nos. 2-6 is included as Exhibit B-3, and an estimated future boundary map of the Districts is included as Exhibit B-4. Finally, a Vicinity Map is attached hereto as Exhibit C. It is anticipated that the Districts’ Boundaries may change from time to time as they undergo inclusions and exclusions pursuant to Section 32-1-401, et seq., C.R.S., and Section 32-1-501, et seq., C.R.S., subject to the limitations set forth in Article V below. IV. PROPOSED LAND USE AND ASSESSED VALUATION The Service Area consists of approximately One Hundred Thirty Three (133) acres of planned mixed use land. The current assessed valuation of the Service Area is approximately One Hundred Fifty Thousand Dollars ($150,000) and, at build out, is expected to be approximately One Hundred and Ninety Four Million Dollars ($194,000,000). This amount is expected to be sufficient to reasonably discharge the Debt as demonstrated in the Financial Plan. Approval of this Service Plan by the City does not imply approval of the development of a specific area within the Districts, nor does it imply approval of the total site/floor area of commercial buildings or space which may be identified in this Service Plan or any of the exhibits attached thereto or any of the Public Improvements, unless the same is contained within an Approved Development Plan. 1598.0003; 876591 7 V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES A. Powers of the Districts and Service Plan Amendment. The Districts shall have the power and authority to acquire, construct and install the Public Improvements within and without the boundaries of the Districts as such power and authority is described in the Special District Act, and other applicable statutes, common law and the State Constitution, subject to the limitations set forth herein. If, after the Service Plan is approved, the State Legislature includes additional powers or grants new or broader powers for Title 32 districts by amendment of the Special District Act or otherwise, any or all such powers shall be deemed to be a part hereof and available to or exercised by the Districts upon prior resolution approval of the City Council concerning the exercise of such powers. Such approval by the City Council shall not constitute a material modification of this Service Plan. 1. Operations and Maintenance. The 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 applicable provisions of the City Code. Additionally, the Districts shall be authorized to operate and maintain any part or all of the Public Improvements until such time that the Districts dissolve. 2. Development Standards. The Districts will ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the City and of other governmental entities having proper jurisdiction, as applicable. The Districts directly or indirectly through the Property Owners or 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, 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 when the Districts have obtained funds, through bond issuance or otherwise, adequate to insure the construction of the Public Improvements. 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. 3. Privately Placed Debt Limitation. Prior to the issuance of any privately placed Debt, a District 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 Section 32-1-103(12), C.R.S.) to be borne by the District for the [insert the designation of the Debt] does not exceed a reasonable current [tax-exempt] [taxable] interest rate, using criteria 1598.0003; 876591 8 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. 4. Inclusion and Exclusion Limitation. The Districts shall be entitled to include within their boundaries any property within the Project Area Boundaries without prior approval of the City Council. The Districts shall also be entitled to exclude from their boundaries any property within the Project Area Boundaries so far as, within a reasonable time thereafter, the property is included within the boundaries of another District, and upon compliance with the provisions of the Special District Act. All other inclusions or exclusions shall require the prior resolution approval of the City Council, and if approved, shall not constitute a material modification of this Service Plan. 5. Maximum Debt Authorization. The Districts anticipate approximately Ninety Million Three Hundred Thirty-One Thousand Five Hundred Eighty-Seven Dollars ($90,331,587) in project costs in 2018 dollars as set forth in Exhibit D, and anticipate issuing approximately One Hundred and Eleven Million Dollars ($111,000,000) (the “Maximum Debt Authorization”) in Debt to pay such costs as set forth in Exhibit E. The Districts shall not issue Debt in amounts in excess of the Maximum Debt Authorization. The Districts must seek prior resolution approval by the City Council to issue Debt in excess of the Maximum Debt Authorization to pay the actual costs of the Public Improvements set forth in Exhibit D plus inflation, contingencies and other unforeseen expenses associated with such Public Improvements. Such approval by the City Council shall not constitute a material modification of this Service Plan so long as increases are reasonably related to the Public Improvements set forth in Exhibit D and any Approved Development Plan. 6. Monies from Other Governmental Sources. The Districts shall not apply for or accept Conservation Trust Funds, Great Outdoors Colorado Funds, or other funds available from or through governmental or non-profit entities for which the City is eligible to apply for, except pursuant to an intergovernmental agreement with the City. This Section shall not apply to specific ownership taxes which shall be distributed to and a revenue source for the Districts without any limitation. 7. Consolidation Limitation. The Districts shall not file a request with any Court to consolidate with another Title 32 district without the prior resolution approval of the City Council, unless such consolidation is among the Districts themselves, which shall not require approval of the City Council. 8. Eminent Domain Limitation. The Districts shall not exercise their statutory power of eminent domain without first obtaining resolution approval from the City Council. This restriction on the Eminent Domain power by the Districts is being exercised voluntarily 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 of Colorado as allowed by the Special District Act. 1598.0003; 876591 9 9. Service Plan Amendment Requirement. This Service Plan is general in nature and does not include specific detail in some instances because development plans have not been finalized. The Service Plan has been designed with sufficient flexibility to enable the Districts to provide required services and facilities under evolving circumstances without the need for numerous amendments. Modification of the general types of services 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 Plan(s) for the Project. The Districts shall be independent units of local government, separate and distinct from the City, and their activities are subject to review by the City only insofar as they may deviate in a material manner from the requirements of the Service Plan. Any action of a District which: (1) violates the limitations set forth in this Section V.A. or (2) violates the limitations set forth in Section VI. below, shall be deemed to be a material modification to this Service Plan unless otherwise agreed by the City as provided for in Section X of this Service Plan or unless otherwise expressly provided herein. 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, unless otherwise expressly provided herein. No District may amend this Service Plan in a manner which materially affects any other District, in such other District’s sole discretion, without such other District’s written consent. B. Infrastructure Preliminary Development Plan. The Districts shall have authority to provide for the planning, design, acquisition, construction, installation, relocation, redevelopment, maintenance, and financing of the Public Improvements within and without the boundaries of the Districts, to be more specifically defined in an Approved Development Plan. The Infrastructure Preliminary Development Plan, including: (1) a list of the Public Improvements to be developed by the Districts; (2) an estimate of the cost of the Public Improvements; and (3) maps showing the approximate locations of the Public Improvements is attached hereto as Exhibit D and is hereby deemed to constitute the preliminary engineering or architectural survey required by Section 32-1-202(2)(c), C.R.S. The maps contained in the Infrastructure Preliminary Development Plan are also available in size and scale approved by the City’s planning department. As shown in the Infrastructure Preliminary Development Plan, the estimated cost of the Public Improvements which may be planned for, designed, acquired, constructed, installed, relocated, redeveloped, maintained or financed by the Districts is approximately Ninety Million Three Hundred Thirty-One Thousand Five Hundred Eighty-Seven Dollars ($90,331,587). The Districts shall be permitted to allocate costs between such categories of the Public Improvements as deemed necessary in their discretion. All of the Public Improvements described herein will be designed in such a way as to assure that the Public Improvements standards will be consistent with or exceed the standards of the City and shall be in accordance with the requirements of the Approved Development Plan. All descriptions of the Public Improvements to be constructed, and their related costs, are estimates only and are subject to modification as engineering, development plans, economics, the City’s requirements, and construction scheduling may require. Upon approval of this Service Plan, the 1598.0003; 876591 10 Districts will continue to develop and refine the Infrastructure Preliminary Development Plan and prepare for issuance of Debt. All cost estimates will be inflated to then-current dollars at the time of the issuance of Debt and construction. All construction cost estimates contained in the Infrastructure Preliminary Development Plan assume construction to applicable local, State or Federal requirements. Changes in the Public Improvements, Infrastructure Preliminary Development Plan, or costs, which are approved by the City in an Approved Development Plan, shall not constitute a material modification of this Service Plan. Additionally, due to the preliminary nature of the Infrastructure Preliminary Development Plan, the City shall not be bound by the Infrastructure Preliminary Development Plan in reviewing and approving the Approved Development Plan and the Approved Development Plan shall supersede the Infrastructure Preliminary Development Plan. VI. FINANCIAL PLAN A. General. The Districts shall be authorized to provide for the planning, design, acquisition, construction, installation, relocation and/or redevelopment of the Public Improvements from their revenues and by and through the proceeds of Debt to be issued by the Districts, subject to the limitations contained herein. The Financial Plan for the Districts shall be to issue no more Debt than the Districts can reasonably pay within Thirty (30) years for each series of Debt from revenues derived from the Debt Service Mill Levy and other revenue sources authorized by law. The Financial Plan for the Districts projects the need for a Debt Service Mill Levy of no greater than Fifty (50) Mills. The Financial Plan further provides for the Districts’ administrative and operations and maintenance activities through the imposition of an Operations and Maintenance Mill Levy of no greater than Twenty (20) Mills. The total Debt that the Districts shall be permitted to issue shall not exceed the Maximum Debt Authorization; provided, however, that Debt issued to refund outstanding Debt of the Districts, including Debt issued to refund Debt owed to the Property Owners of the Project pursuant to a reimbursement agreement or other agreement, shall not count against the Maximum Debt Authorization so long as such refunding Debt does not result in a net present value increase. Subject to the limitations contained herein, District Debt shall be issued on a schedule and in such year or years as the Districts determine shall meet the needs of the Financial Plan referenced above and phased to serve the Project as it occurs. All Bonds and other Debt issued by the Districts may be payable from any and all legally available revenues of the Districts, including general ad valorem taxes to be imposed upon all taxable property within the Districts. The Districts may also rely upon various other revenue sources authorized by law. These will include the power to impose development fees, rates, tolls, penalties, or charges as provided in Section 32-1-1001(1), C.R.S., as amended from time to time. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to impose any fees, rates, tolls or charges for any purpose unless and until (a) the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with 1598.0003; 876591 11 this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. The Maximum Debt Authorization, Debt Service Mill Levy, Operations, Maintenance Mill Levy, and all other financial projections and estimates contained in this Service Plan are supported by the Financial Plan (Exhibit E) prepared by an External Financial Advisor, D.A. Davidson and Co. The Financial Plan is based on economic, political and industry conditions as they exist presently 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 Districts’ goals and objectives but rather a representation of one feasible alternative. Other financial structures may be used so long as the Maximum Debt Authorization and Maximum Mill Levy are not exceeded. Notwithstanding the foregoing, D.A. Davidson and Co. shall not be considered a financial advisor or municipal advisor with regard to any Debt issuance by the Districts. B. Maximum Voted Interest Rate and Maximum 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 is not permitted to exceed Twelve Percent (12%). The maximum underwriting discount will be Three Percent (3%). Debt, when issued, will comply with all relevant requirements of this Service Plan, State law and Federal law as then applicable to the issuance of public securities. C. Maximum Mill Levies. The Maximum Mill Levy shall be the maximum mill levy each District is permitted to impose upon the taxable property within its boundaries and shall be Eighty (80) Mills minus the Overlay District Debt Service Mill Levy. The combined Debt Service Mill Levy, Operations and Maintenance Mill Levy, Overlay District Debt Service Mill Levy and aggregate mill levy of any overlapping District shall under no circumstances exceed the Maximum Mill Levy. Allocation of the Debt Service Mill Levy and Operations and Maintenance Mill Levy shall be left to the sole discretion of the Board for each District. If, on or after January 1, 2018, there are changes in the method of calculating assessed valuation or any constitutionally mandated tax credit, cut or abatement, the preceding mill levy limitations may be increased or decreased to reflect such changes, with such increases or decreases to be determined by each Board in good faith (such determination to be binding and final), with administrative approval by the City, so that to the extent possible, the actual tax revenues generated by the applicable District’s mill levy, as adjusted for changes occurring after January 1, 2018, are neither diminished nor enhanced as a result of such changes. 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. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to impose any mill levy for any purpose unless and until (a) each of the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this 1598.0003; 876591 12 provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. D. Debt Issuance and Maturity. The scheduled final maturity of any Debt or series of Debt shall be limited to Thirty (30) years (the “Maximum Debt Maturity Term”). The Maximum Debt Maturity Term shall apply to refundings unless: (1) a majority of the Board members are residents of the District 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 as set forth in Section 11-56-101 et seq., C.R.S. and are otherwise permitted by law. Unless otherwise approved by the City Council, the Districts shall be limited to issuing new Debt within a period of Twenty (20) years from the date of their first Debt authorization election. The Maximum Debt Maturity Term, as described in Section VI.D, shall be applicable to any new Debt issued within this Twenty (20) year period, otherwise, all Debts and financial obligations of the Districts must be defeased or paid in the ordinary course no later than Forty (40) years after the Service Plan approval date. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to issue any Debt for any purpose unless and until (a) each of the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. E. Security for Debt. The Districts do not have the authority and 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 obligation or performance of any other obligation. F. TABOR Compliance. The Districts will comply with the provisions of the Taxpayer’s Bill of Rights (“TABOR”), Article X, § 20 of the Colorado Constitution. In the discretion of the Board, a District 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. G. 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 1598.0003; 876591 13 operations, are anticipated to be Two Hundred Thousand Dollars ($200,000), 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 is estimated to be Fifty Thousand Dollars ($50,000). Ongoing administration, operations, and maintenance costs may be paid from property taxes and other revenues. H. Elections. The Districts will call an election on the questions of organizing the Districts, electing the initial Boards, and setting in place financial authorizations as required by TABOR. The elections will be conducted as required by law. VII. ANNUAL REPORT A. General. The Districts shall be responsible for submitting an annual report with the City’s clerk not later than September 1st of each year for the year ending the preceding December 31 following the year of the District Organization Date. The City may, in its sole discretion, waive this requirement in whole or in part. B. Reporting of Significant Events. Unless waived by the City, the annual report shall include the following: 1. A narrative summary of the progress of the Districts in implementing their service plan for the report year; 2. Except when exemption from audit has been granted for the report year under the Local Government Audit Law, the audited financial statements of the Districts 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 operations (i.e., revenues and expenditures) for the report year; 3. Unless disclosed within a separate schedule to the financial statements, a summary of the capital expenditures incurred by the Districts in development of Public Improvements in the report year; 4. Unless disclosed within a separate schedule to the financial statements, a summary of the financial obligations of the Districts at the end of the report year, including the amount of outstanding indebtedness, the amount and terms of any new District indebtedness or long-term obligations issued in the report year, the amount of payment or retirement of existing indebtedness of the Districts in the report year, the total assessed valuation of all taxable properties within the Districts as of January 1 of the report year and the current mill levy of the Districts pledged to Debt retirement in the report year; and 1598.0003; 876591 14 5. Any other information deemed relevant by the City Council or deemed reasonably necessary by the City’s manager and communicated in a timely manner to the Districts. In the event the annual report is not timely received by the City’s clerk or is not fully responsive, notice of such default may be given to the Board of such Districts, at its last known address. The failure of the Districts to file the annual report within Forty-Five (45) days of the mailing of such default notice by the City’s clerk may constitute a material modification, at the discretion of the City. VIII. DISSOLUTION Upon an independent determination of the City Council that the purposes for which the Districts were created have been accomplished, the Districts agree to file petitions in the appropriate District Court for dissolution, pursuant to the applicable State statutes. In no event shall dissolution occur until the Districts have provided for the payment or discharge of all of their outstanding indebtedness and other financial obligations as required pursuant to State statutes, including operation and maintenance activities. IX. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND EXTRATERRITORIAL SERVICE AGREEMENTS All intergovernmental agreements must be for purposes, facilities, services or agreements lawfully authorized to be provided by the Districts, pursuant to the State Constitution, Article XIV, Section 18(2)(a) and Sections 29-1-201, et seq., C.R.S. To the extent practicable, the Districts may enter into additional intergovernmental and private agreements to better ensure long-term provision of the Public Improvements identified herein or for other lawful purposes of the Districts. Agreements may also be executed with property owner associations and other service providers. The following agreement is likely to be necessary, and the rationale therefore is set forth as follows: District Facilities Construction and Service Agreement. The Districts anticipate entering into a District Facilities Construction and Service Agreement, commonly known as the “Master IGA”, wherein the Districts set forth the financing and administrative requirements of the Districts for the Project. Except for the Intergovernmental Agreement with the City, as set forth in Section XII below, no other agreements are required, or known at the time of formation of the Districts to likely be required, to fulfill the purposes of the Districts. Execution of intergovernmental agreements or agreements for extraterritorial services by the Districts that are not described in this Service Plan and which are likely to cause a substantial increase in the Districts’ budgets shall require the prior resolution approval of the City Council, which approval shall not constitute a material modification hereof. X. MATERIAL MODIFICATIONS 1598.0003; 876591 15 Material modifications to this Service Plan may be made only in accordance with Section 32-1-207, C.R.S. No modification shall be required for an action of the Districts which does not materially depart from the provisions of this Service Plan. Departures from the Service Plan that constitute a material modification include without limitation: 1. Actions or failures to act that create materially greater financial risk or burden to the taxpayers of the District; 2. Performance of a service or function or acquisition of a major facility that is not closely related to a service, function or facility authorized in the Service Plan; 3. Failure to perform a service or function or acquire a facility required by the Service Plan; 4. Failure by the Districts to execute the Intergovernmental Agreement as set forth in Article XI hereof; and 5. Failure to comply with the limitations set forth in Section V.A. or Section VI of this Service Plan. Actions that are not to be considered material modifications include without limitation changes in quantities of facilities or equipment, immaterial cost differences, and actions expressly authorized in the Service Plan. XI. SANCTIONS Should the District undertake any act without obtaining prior City Council resolution approval as required in this Service Plan or that constitutes a material modification to this Service Plan as provided herein or under the Special District Act, the City may impose one (1) or more of the following sanctions, as it deems appropriate: 1. Exercise any applicable remedy under the Act; 2. Withhold the issuance of any permit, authorization, acceptance or other administrative approval, or withhold any cooperation, necessary for the District’s development, construction or operation of improvements, or the provisions of services as contemplated in this Service Plan; 3. Exercise any legal remedy as provided in the Capital Pledge Agreement or in any other intergovernmental agreement with the City under which the District is in default; or 1598.0003; 876591 16 4. Exercise any other legal remedy at law or in equity, including seeking specific performance, mandamus or injunctive relief against the District, to ensure the District’s compliance with this Service Plan and applicable law. XII. INTERGOVERNMENTAL AGREEMENT WITH CITY The Districts and the City shall enter into an Intergovernmental Agreement, a form of which is attached hereto as Exhibit F, provided that such Intergovernmental Agreement may be revised by the City and Districts to include such additional details and requirements therein as are deemed necessary by the City and such Districts in connection with the development of the Project and the financing of the Public Improvements. Each District shall approve the Intergovernmental Agreement at its first Board meeting after its organizational election. Failure by each of the Districts to execute the Intergovernmental Agreement as required herein shall constitute a material modification hereunder. The Intergovernmental Agreement may be amended from time to time by the Districts and the City, provided that any such amendments shall be in compliance with the provisions of this Service Plan. XIII. CONCLUSION It is submitted that this Service Plan for the Districts, as required by Section 32-1-203(2), establishes that: 1. There is sufficient existing and projected need for organized service in the area to be serviced by the Districts; 2. The existing service in the 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 area within their proposed boundaries; and 4. The area to be included in the Districts does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. XIV. RESOLUTION OF APPROVAL The Districts agree to incorporate the City Council’s resolution of approval, including any conditions on any such approval, into the Service Plan presented to the District Court for and in Larimer County, Colorado. EXHIBIT A-1 Rudolph Farms Metropolitan District Nos. 1-6 Legal Description of Project Area Boundaries FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-1 DESCRIPTION: RUDOLPH FARMS METROPOLITAN DISTRICT PROJECT AREA BOUNDARY Tracts of land located in the Southwest Quarter of Section 15, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the North line of the Southwest Quarter of said Section 15 as bearing South 89° 38’ 43” East, and with all bearings contained herein relative thereto: Commencing at the West Quarter Corner of said Section 15; thence along the North line of the Southwest Quarter, South 89° 38’ 43” East, 45.00 feet to a point on the East right-of-way line of the Southeast Frontage Road of Interstate Highway 25, said point being POINT OF BEGINNING 1; thence continuing along the North line of the Southwest Quarter of Section 15, South 89° 38' 43" East, 2598.20 feet to the Center Corner of said Section15; thence along the North-South Section line of Section 15, South 00° 05' 39" West, 1331.29 feet to the Center-South Sixteenth Corner of Section 15, also being a point on the North line of that Parcel of land as described at Reception No. 99062749, Larimer County Clerk and Recorder; thence along the North and West lines of said Parcel the following 2 courses and distances: North 89° 49' 50" West, 637.70 feet; thence, South 00° 00' 36" West, 804.25 feet to a point on the North line of that parcel of land described at Book 1531 Page 759, Larimer County Clerk and Recorder; thence along said North line the following 5 courses and distances: thence, North 54° 58' 16" West, 474.72 feet; thence, North 76° 19' 16" West, 163.85 feet; thence, North 84° 59' 16" West, 548.82 feet; thence, North 67° 52' 16" West, 88.12 feet; thence, North 54° 48' 16" West, 949.54 feet to the Easterly right-of-way line of the Southeast Frontage Road of Interstate Highway 25; thence along said Easterly right-of-way line the following 2 courses and distances: North 00° 11' 39" East, 1151.18 feet; thence, North 09° 26' 43" West, 59.72 feet to POINT OF BEGINNING 1, containing 4,203,912 square feet or 96.51 acres, more or less. AND Commencing at the West Quarter Corner of said Section 15; thence along the North line of the Southwest Quarter, South 89° 38’ 43” East, 2,643.20 feet; thence, South 00° 05’ 39” West, 1331.29 feet; thence, North 89° 49’ 50” West, 637.70 feet; thence, South 00° 00’ 36” West, 804.25 feet; thence, South 00° 00’ 36” West, 61.05 feet to POINT OF BEGINNING 2; thence, South 00° 00' 36" West, 438.93 feet to a point on the North right-of-way line of East Prospect Road; thence, South 00° 00' 36" West, 30.00 feet to a point on the South line of the Southwest Quarter of Section 15; thence along said South line, North 89° 59' 24" West, 1181.93 feet; Page 1 of 2 thence, North 00° 00' 36" East, 30.25 feet to a point on the North right-of-way line of East Prospect Road, said point also being on the Easterly right-of-way line of the Southeast Frontage Road of Interstate Highway 25; thence along said Easterly right-of-way line the following 7 courses and distances: North 65° 50' 44" West, 112.37 feet; thence, South 89° 54' 52" West, 299.87 feet; thence, North 57° 21' 33" West, 106.29 feet; thence, North 26° 23' 32" West, 458.81 feet; thence, North 11° 18' 02" West, 200.00 feet; thence, North 03° 14' 53" West, 294.32 feet; thence, North 00° 10' 38" East, 360.36 feet to a point on the South line of that parcel of land described at Book 1531 Page 759, Larimer County Clerk and Recorder; thence along said South line the following 5 courses and distances: South 54° 48' 16" East, 895.99 feet; thence, South 67° 52' 16" East, 101.38 feet; thence, South 84° 59' 16" East, 552.56 feet; thence South 76° 19' 16" East, 150.63 feet; thence, South 54° 58' 16" East, 500.33 feet to POINT OF BEGINNING 2, containing 1,580,513 square feet or 36.28 acres, more or less. The above described Tracts of land contains 5,784,425 square feet or 132.79 acres more or less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_Overall Boundary.docx Page 2 of 2 EXHIBIT A-2 Rudolph Farms Metropolitan District No. 1 Legal Description FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-2 DESCRIPTION: RUDOLPH FARMS METROPOLITAN DISTRICT 1 Tracts of land located in the Southwest Quarter of Section 15, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the North line of the Southwest Quarter of said Section 15 as bearing South 89° 38’ 43” East, and with all bearing contained herein relative thereto: Commencing at the West Quarter Corner of said Section 15; thence along the North line of the Southwest Quarter, South 89° 38’ 43” East, 2,643.20 feet; thence, South 00° 05’ 39” West, 1331.29 feet; thence, North 89° 49’ 50” West, 637.70 feet; thence, South 00° 00’ 36” West, 804.25 feet; thence, South 00° 00’ 36” West, 61.05 feet to POINT OF BEGINNING 1; thence, South 00° 00' 36" West, 468.93 feet; thence, North 89° 59' 24" West, 1181.93 feet; thence, North 00° 00' 36" East, 30.25 feet; thence, North 65° 50' 44" West, 112.37 feet; thence, South 89° 54' 52" West, 299.87 feet; thence, North 57° 21' 33" West, 106.29 feet; thence, North 26° 23' 32" West, 458.81 feet; thence, North 11° 18' 02" West, 200.00 feet; thence North 03° 14' 53" West, 294.32 feet; thence, North 00° 10' 38" East, 360.36 feet; thence, South 54° 48' 16" East, 895.99 feet; thence, South 67° 52' 16" East, 101.38 feet; thence, South 84° 59' 16" East, 552.56 feet; thence, South 76° 19' 16" East, 150.64 feet; thence, South 54° 58' 16" East, 500.33 feet to POINT OF BEGINNING 1, containing 1,580,513 square feet or 36.28 acres, more or less. AND Commencing at the West Quarter Corner of said Section 15; thence along the North line of the Southwest Quarter, South 89° 38’ 43” East, 75.00 feet to POINT OF BEGINNING 2; thence, South 89° 38' 43" East, 208.71 feet; thence, South 00° 21' 17" West, 208.71 feet; thence North 89° 38' 43" West, 208.71 feet; thence, North 00° 21' 17" East, 208.71 feet to the POINT OF BEGINNING 2, containing 43,560 square feet or 1.00 acres, more or less. The above described Tracts of land contains 1,624,073 square feet or 37.28 acres more or less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_District 1.docx Page 1 of 1 EXHIBIT A-3 Rudolph Farms Metropolitan District No. 2 Legal Description FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-3 DESCRIPTION: RUDOLPH FARMS METROPOLITAN DISTRICT 2 A Tract of land located in the Southwest Quarter of Section 15, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the North line of the Southwest Quarter of said Section 15 as bearing South 89° 38’ 43” East, and with all bearing contained herein relative thereto: Commencing at the West Quarter Corner of said Section 15; thence along the North line of the Southwest Quarter, South 89° 38’ 43” East, 75.00 feet to the POINT OF BEGINNING; thence, South 89° 38' 43" East, 208.71 feet; thence, South 00° 21' 17" West, 208.71 feet; thence North 89° 38' 43" West, 208.71 feet; thence, North 00° 21' 17" East, 208.71 feet to the POINT OF BEGINNING. The above described Tract of land contains 43,560 square feet or 1.00 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_District 2.docx Page 1 of 1 EXHIBIT A-4 Rudolph Farms Metropolitan District No. 3 Legal Description FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-4 DESCRIPTION: RUDOLPH FARMS METROPOLITAN DISTRICT 3 A Tract of land located in the Southwest Quarter of Section 15, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the North line of the Southwest Quarter of said Section 15 as bearing South 89° 38’ 43” East, and with all bearing contained herein relative thereto: Commencing at the West Quarter Corner of said Section 15; thence along the North line of the Southwest Quarter, South 89° 38’ 43” East, 75.00 feet to the POINT OF BEGINNING; thence, South 89° 38' 43" East, 208.71 feet; thence, South 00° 21' 17" West, 208.71 feet; thence North 89° 38' 43" West, 208.71 feet; thence, North 00° 21' 17" East, 208.71 feet to the POINT OF BEGINNING. The above described Tract of land contains 43,560 square feet or 1.00 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_District 3.docx Page 1 of 1 EXHIBIT A-5 Rudolph Farms Metropolitan District No. 4 Legal Description FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-5 DESCRIPTION: RUDOLPH FARMS METROPOLITAN DISTRICT 4 A Tract of land located in the Southwest Quarter of Section 15, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the North line of the Southwest Quarter of said Section 15 as bearing South 89° 38’ 43” East, and with all bearing contained herein relative thereto: Commencing at the West Quarter Corner of said Section 15; thence along the North line of the Southwest Quarter, South 89° 38’ 43” East, 75.00 feet to the POINT OF BEGINNING; thence, South 89° 38' 43" East, 208.71 feet; thence, South 00° 21' 17" West, 208.71 feet; thence North 89° 38' 43" West, 208.71 feet; thence, North 00° 21' 17" East, 208.71 feet to the POINT OF BEGINNING. The above described Tract of land contains 43,560 square feet or 1.00 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_District 4.docx Page 1 of 1 EXHIBIT A-6 Rudolph Farms Metropolitan District No. 5 Legal Description FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-6 DESCRIPTION: RUDOLPH FARMS METROPOLITAN DISTRICT 5 A Tract of land located in the Southwest Quarter of Section 15, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the North line of the Southwest Quarter of said Section 15 as bearing South 89° 38’ 43” East, and with all bearing contained herein relative thereto: Commencing at the West Quarter Corner of said Section 15; thence along the North line of the Southwest Quarter, South 89° 38’ 43” East, 75.00 feet to the POINT OF BEGINNING; thence, South 89° 38' 43" East, 208.71 feet; thence, South 00° 21' 17" West, 208.71 feet; thence North 89° 38' 43" West, 208.71 feet; thence, North 00° 21' 17" East, 208.71 feet to the POINT OF BEGINNING. The above described Tract of land contains 43,560 square feet or 1.00 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_District 5.docx Page 1 of 1 EXHIBIT A-7 Rudolph Farms Metropolitan District No. 6 Legal Description FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com Exhibit A-7 DESCRIPTION: RUDOLPH FARMS METROPOLITAN DISTRICT 6 A Tract of land located in the Southwest Quarter of Section 15, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the North line of the Southwest Quarter of said Section 15 as bearing South 89° 38’ 43” East, and with all bearing contained herein relative thereto: Commencing at the West Quarter Corner of said Section 15; thence along the North line of the Southwest Quarter, South 89° 38’ 43” East, 75.00 feet to the POINT OF BEGINNING; thence, South 89° 38' 43" East, 208.71 feet; thence, South 00° 21' 17" West, 208.71 feet; thence North 89° 38' 43" West, 208.71 feet; thence, North 00° 21' 17" East, 208.71 feet to the POINT OF BEGINNING. The above described Tract of land contains 43,560 square feet or 1.00 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS S:\Survey Jobs\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_District 6.docx Page 1 of 1 EXHIBIT B-1 Rudolph Farms Metropolitan District Nos. 1-6 Project Area Boundary Map OVERALL DISTRICT BOUNDARY MAP 1,580,513 sq.ft. 36.28 ac OVERALL DISTRICT BOUNDARY MAP 4,203,912 sq.ft. 96.51 ac SOUTHWEST CORNER SECTION 15-T7N-R68W CENTER-SOUTH SIXTEENTH CORNER SECTION 15-T7N-R68W CENTER CORNER SECTION 15-T7N-R68W WEST QUARTER CORNER SECTION 15-T7N-R68W SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W SOUTH QUARTER CORNER SECTION 15-T7N-R68W PROSPECT ROAD INTERSTATE 25 ( IN FEET ) 1 inch = ft. 400 0 400 Feet 400 PROJECT AREA BOUNDARY MAP B-1 RUDOLPH FARMS METROPOLITAN DISTRICTS 1 - 6 FORT COLLINS COLORADO ENGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 1489-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com 1" = 400' EXHIBIT B-2 Rudolph Farms Metropolitan District No. 1 Map PROSPECT ROAD CENTER-SOUTH SIXTEENTH CORNER SECTION 15-T7N-R68W CENTER CORNER SECTION 15-T7N-R68W WEST QUARTER CORNER SECTION 15-T7N-R68W SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W DISTRICT 1 43,560 sq.ft. 1.00 ac SOUTHWEST CORNER SECTION 15-T7N-R68W SOUTH QUARTER CORNER SECTION 15-T7N-R68W INTERSTATE 25 DISTRICT 1 1,580,513 sq.ft. 36.28 ac RUDOLPH FARMS METROPOLITAN DISTRICTS 1 - 6 FORT COLLINS COLORADO ENGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 1489-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com DISTRICT 1 AREA BOUNDARY MAP 1" = 400' B-2 ( IN FEET ) 1 inch = ft. 400 0 400 Feet 400 EXHIBIT B-3 Rudolph Farms Metropolitan District Nos. 2-6 Map PROSPECT ROAD CENTER-SOUTH SIXTEENTH CORNER SECTION 15-T7N-R68W CENTER CORNER SECTION 15-T7N-R68W WEST QUARTER CORNER SECTION 15-T7N-R68W SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W DISTRICTS 2-6 43,560 sq.ft. 1.00 ac SOUTHWEST CORNER SECTION 15-T7N-R68W SOUTH QUARTER CORNER SECTION 15-T7N-R68W INTERSTATE 25 RUDOLPH FARMS METROPOLITAN DISTRICTS 1 - 6 FORT COLLINS COLORADO ENGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 1489-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com DISTRICTS 2-6 AREA BOUNDARY MAP 1" = 400' B-3 ( IN FEET ) 1 inch = ft. 400 0 400 Feet 400 EXHIBIT B-4 Rudolph Farms Metropolitan District Nos. 1-6 Estimated Future Boundary Map PROSPECT ROAD CENTER-SOUTH SIXTEENTH CORNER SECTION 15-T7N-R68W CENTER CORNER SECTION 15-T7N-R68W WEST QUARTER CORNER SECTION 15-T7N-R68W SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W DISTRICT 1 FUTURE DISTRICT 3 FUTURE DISTRICT 2 FUTURE DISTRICT 4 FUTURE DISTRICT 5 DISTRICTS 1-6 SOUTHWEST CORNER SECTION 15-T7N-R68W SOUTH QUARTER CORNER SECTION 15-T7N-R68W INTERSTATE 25 RUDOLPH FARMS METROPOLITAN DISTRICTS 1 - 6 FORT COLLINS COLORADO ENGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 1489-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com 1" = 400' B-4 DISTRICT 1 ESTIMATED DISTRICT 2 ESTIMATED DISTRICT 3 ESTIMATED DISTRICT 4 ESTIMATED DISTRICT 5 FUTURE FUTURE FUTURE FUTURE DISTRICTS 1-6 ESTIMATED DISTRICTS 1-6 BOUNDARY MAP ( IN FEET ) 1 inch = ft. 400 0 400 Feet 400 EXHIBIT C Rudolph Farms Metropolitan District Nos. 1-6 Vicinity Map PROSPECT ROAD INTERSTATE 25 PROSPECT ROAD SUMMIT VIEW DR. GREENFIELD CT. BOXELDER DR. CARRIAGE PKWY KITCHELL WAY PROPOSED RUDOLPH FARMS METROPOLITAN DISTRICT RUDOLPH FARMS METROPOLITAN DISTRICTS 1 - 6 FORT COLLINS COLORADO ENGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 1489-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com VICINITY MAP 1" = 1000' C ( IN FEET ) 1 inch = ft. 1000 0 1000 Feet 1000 EXHIBIT D Rudolph Farms Metropolitan District Nos. 1-6 Infrastructure Preliminary Development Plan Public Improvements Unit Cost Extended Cost I. Grading/Miscellaneous Mobilization / General Conditions 1 LS $3,519,000.00 $ 3,519,000.00 Clearing and Grubbing and Topsoil Stripping 133 Ac $11,900.00 $ 1,580,201.00 Earthwork (cut/fill/place) 214,235 CY $6.00 $ 1,285,410.00 Import Fill Dirt 500,000 CY $10.00 $ 5,000,000.00 Erosion Control / Traffic Control 1 LS $5,027,000.00 $ 5,027,000.00 Subtotal $ 16,411,611.00 II. Roadway Improvements Parking Lots - SY $70.00 $ - Access Road (24' Section) - LF $205.00 $ - Local Residential Street (51' Section) 6,322 LF $273.00 $ 1,725,906.00 Local Industrial Street (66' Section) 6,810 LF $321.00 $ 2,186,010.00 Local Commercial Street (72' Section) - LF $336.00 $ - Minor Collector Street (76' Section) 2,746 LF $431.00 $ 1,183,526.00 Roundabout 1 EA $2,500,000.00 $ 2,500,000.00 Box Culvert Bridge 3 EA $1,000,000.00 $ 3,000,000.00 Prospect Road Widening (Half 4-Lane Arterial) 2,220 LF $637.00 $ 1,414,140.00 Frontage Road Reconstruct (2-Lane Arterial 84' Section) 3,240 LF $666.00 $ 2,157,840.00 Traffic Signal Improvements 1 EA $500,000.00 $ 500,000.00 Street Lighting 1 LS $587,000.00 $ 587,000.00 Signing and Striping 1 LS $441,000.00 $ 441,000.00 Subtotal $ 15,695,422.00 III. Potable Waterline Improvements 8" Waterline 12,851 LF $90.00 $ 1,156,590.00 10" Waterline - LF $100.00 $ - 12" Waterline 8,442 LF $112.00 $ 945,504.00 Utility Borings 300 LF $1,900.00 $ 570,000.00 Raw Water Requirements 177 AC-FT $41,428.00 $ 7,316,185.00 Off-Site Waterline Reimbursement to ELCO 1 LS $750,000.00 $ 750,000.00 Subtotal $ 10,738,279.00 IV. Sanitary Sewer and Subdrain Improvements 8" Sanitary Sewer 11,423 LF $109.00 $ 1,245,107.00 10" Sanitary Sewer - LF $114.00 $ - 12" Sanitary Sewer 7,867 LF $124.00 $ 975,508.00 27" Sanitary Sewer - LF $197.00 $ - 8" Subdrain 15,751 LF $75.00 $ 1,181,325.00 Subdrain Connection Fee - LS $43,000.00 $ - Sanitary Sewer Repayment 275 TAP $1,898.00 $ 521,950.00 Subtotal $ 3,923,890.00 V. Storm Drainage Improvements 24" RCP Storm Sewer - LF $191.00 $ - 24" CMP Storm Sewer - LF $163.00 $ - 36" RCP Storm Sewer 14,071 LF $222.00 $ 3,123,762.00 48" RCP Storm Sewer - LF $324.00 $ - Outlet Structure 5 EA $10,000.00 $ 50,000.00 Water Quality 122,013 CF $6.00 $ 732,080.00 Subtotal $ 3,905,842.00 SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31, 2018 PUBLIC IMPROVEMENT COSTS FOR RUDOLPH FARMS METROPOLITAN DISTRICTS 1-6 Quantity COMBINED AREA - 132.79 ACRES Page 1 of 2 Public Improvements Unit Cost Extended Cost SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31, 2018 PUBLIC IMPROVEMENT COSTS FOR RUDOLPH FARMS METROPOLITAN DISTRICTS 1-6 Quantity COMBINED AREA - 132.79 ACRES VI. Non-Potable Irrigation Improvements 6" Non-Potable Waterline 18,867 LF $56.00 $ 1,056,552.00 Non-Potable Waterline Pumphouse 1 LS $450,000.00 $ 450,000.00 Non-Potable Pond and Delivery Improvements 1 LS $250,000.00 $ 250,000.00 Flood Irrigation System and Appurtences - LS $0.00 $ - Well Head Replacement - EA $27,500.00 $ - Raw Water Requirements 57 AC-FT $41,428.00 $ 2,345,654.00 Subtotal $ 4,102,206.00 VII. Open Space, Parks and Trails Structural Demolition - LS $0.00 $ - Natural Area Open Space 8 AC $108,900.00 $ 914,760.00 Landscaped Open Space 6 AC $239,580.00 $ 1,533,312.00 Regional Trails 7,550 LF $160.00 $ 1,208,000.00 Monument Signs 3 EA $75,000.00 $ 225,000.00 Pocket Park and Park Amenities 1 EA $150,000.00 $ 150,000.00 Open Space Acquisition - AC $20,000.00 $ - Subtotal $ 4,031,072.00 VIII. Admin. / Design / Permitting / Etc. Engineering / Surveying 1 LS $5,881,000.00 $ 5,881,000.00 Construction Management / Inspection / Testing 1 LS $8,822,000.00 $ 8,822,000.00 Admin. / Planning / Permitting 1 LS $1,765,000.00 $ 1,765,000.00 Subtotal $ 16,468,000.00 Infrastructure Subtotal $ 75,276,322.00 Contingency (20%) $ 15,055,265.00 Total Cost $ 90,331,587.00 Page 2 of 2 INTERSTATE 25 PROSPECT ROAD BRIDGE BRIDGE BRIDGE ROUNDABOUT RUDOLPH FARMS METROPOLITAN DISTRICTS 1 - 6 FORT COLLINS COLORADO ENGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 1489-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com STREET MAP D LEGEND: 1" = 400' STREETS OWNED AND MAINTAINED BY THE CITY OF FORT COLLINS 1 2 4-LANE ARTERIAL STREET LOCAL STREET NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. FIGURE 1 OF 6 ( IN FEET ) 1 inch = ft. 400 0 400 Feet 400 COLLECTOR STREET INDUSTRIAL LOCAL STREET 2-LANE ARTERIAL STREET W W W W W W W W W W W W W W W W W W W W W W W W W W 12" WATER 8" WATER INTERSTATE 25 PROSPECT ROAD W W W W W W W W W W W W W W W 12" WATER LINE BORE W RUDOLPH FARMS METROPOLITAN DISTRICTS 1 - 6 FORT COLLINS COLORADO ENGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 1489-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com POTABLE WATER MAP 1" = 400' D WATER LINE - 12 INCH PVC. SS SD SS SS SS SS SS SS SD SD SD SD SD SD SD SS SD SS SD SS SS SD SD SS SS SD 12" SANITARY SEWER 8" SANITARY SEWER INTERSTATE 25 PROSPECT ROAD SS SD SS SS SD SD SS SD SS SD SS SD SS SD SS SS SS S D SD SD SS SS SD SD SS SS SD SD 8" SUBDRAIN TIE TO BOXELDER SANITATION SS SS ST ST ST ST ST ST INTERSTATE 25 PROSPECT ROAD 36" STORM DRAIN RUDOLPH FARMS METROPOLITAN DISTRICTS 1 - 6 FORT COLLINS COLORADO ENGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 1489-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com STORM DRAINAGE MAP 1" = 400' D ALL STORM DRAINS WITHIN RIGHT-OF-WAY TO BE OWNED AND MAINTAINED BY CITY OF FORT COLLINS. ALL STORM DRAINS OUTSIDE OF RIGHT-OF-WAY TO BE OWNED AND MAINTAINED BY METRO DISTRICT. FIGURE 4 OF 6 DETENTION AREA NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. ( IN FEET ) 1 inch = ft. 400 0 400 Feet 400 DIRECTION OF CONVEYANCE 36" RCP STORM DRAIN LINE ST LEGEND: IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR IRR INTERSTATE 25 PROSPECT ROAD 8" NON-POTABLE IRRIGATION IRRIGATION POND NON-POTABLE IRRIGATION LINE - ALL LINES ARE 8" PVC. NON-POTABLE IRRIGATION MAP 1" = 400' D LEGEND: RUDOLPH FARMS METROPOLITAN DISTRICTS 1 - 6 FORT COLLINS COLORADO ENGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 1489-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com IRR FIGURE 5 OF 6 INTERSTATE 25 PROSPECT ROAD CONNECTIVITY LANDSCAPING w/ TRAILS NATURAL AREA OPEN SPACE STREETS w/ TREE LAWN AREAS RUDOLPH FARMS METROPOLITAN DISTRICTS 1 - 6 FORT COLLINS COLORADO ENGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 1489-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com OPEN SPACE, PARKS, & TRAILS MAP 1" = 400' D FIGURE 6 OF 6 LEGEND: ( IN FEET ) 1 inch = ft. 400 0 400 Feet 400 NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. PARK AREA EXHIBIT E Rudolph Farms Metropolitan District Nos. 1-6 Financial Plan Series 2023 Series 2028 Series 2036 TOTAL Percent of Total Sources Par $ 42,405,000 $ 34,930,000 $ 104,865,000 $ 182,200,000 95% Funds on Hand $ ‐ $ 9,711,458 $ 9,711,458 5% TOTAL: $ 42,405,000 $ 34,930,000 $ 114,576,458 $ 191,911,458 Uses Project Fund $ 31,012,692 $ 25,198,900 $ 34,005,811 $ 90,217,403 47% Refunding Proceeds $ 74,710,000 $ 74,710,000 39% Capitalized Interest $ 6,360,750 $ 5,239,500 $ 371,397 $ 11,971,647 6% Reserve Fund $ 3,883,458 $ 3,493,000 $ 4,764,925 $ 12,141,383 6% Costs of Issuance $ 1,148,100 $ 998,600 $ 724,325 $ 2,871,025 1% TOTAL: $ 42,405,000 $ 34,930,000 $ 114,576,458 $ 191,911,458 Combined Sources and Uses: Rudolph Farms Metropolitan Districts 1 RUDOLPH FAMRS METROPOLITAN DISTRICT Nos. 1-6 (Residential & Commercial) 1 Development Projection at 50.000 (target) Residential Mills +50.000 (target) Commercial Mills for Debt Service (SERVICE PLAN) -- 01/30/2018 2050 Series 2036, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2023 & Series 2028 + New Money, Assumes Investment Grade, 100x, 30-yr. Maturity 2049 Total District District District Total District District District Assessed D/S Mill Levy* D/S Mill Levy S.O. Taxes Assessed D/S Mill Levy* D/S Mill Levy S.O. Taxes Total Value [50.000 Target] Collections Collected Value [50.000 Target] Collections Collected Available YEAR (Residential) [50.000 Cap] @ 98% @ 6% (Commercial) [50.000 Cap] @ 98% @ 6% Revenue 2017 2018 $0 2019 $0 50.000 0 0 $0 50.000 0 0 0 2020 0 50.000 0 0 0 50.000 0 0 0 2021 0 50.000 0 0 0 50.000 0 0 0 2022 0 50.000 0 0 0 50.000 0 0 0 2023 0 50.000 0 0 543,533 50.000 26,633 1,598 28,231 2024 0 50.000 0 0 6,836,303 50.000 334,979 20,099 355,078 2025 348,000 50.000 17,052 1,023 16,922,451 50.000 829,200 49,752 897,027 2026 973,004 50.000 47,677 2,861 24,174,486 50.000 1,184,550 71,073 1,306,161 2027 973,004 50.000 47,677 2,861 34,685,688 50.000 1,699,599 101,976 1,852,112 2028 1,031,385 50.000 50,538 3,032 42,647,778 50.000 2,089,741 125,384 2,268,696 2029 1,031,385 50.000 50,538 3,032 46,968,639 50.000 2,301,463 138,088 2,493,121 2030 1,093,268 50.000 53,570 3,214 54,172,341 50.000 2,654,445 159,267 2,870,496 2031 1,093,268 50.000 53,570 3,214 58,667,764 50.000 2,874,720 172,483 3,103,988 2032 1,158,864 50.000 56,784 3,407 66,751,468 50.000 3,270,822 196,249 3,527,263 2033 1,158,864 50.000 56,784 3,407 71,066,956 50.000 3,482,281 208,937 3,751,409 2034 1,228,396 50.000 60,191 3,611 75,330,973 50.000 3,691,218 221,473 3,976,494 2035 1,228,396 50.000 60,191 3,611 75,330,973 50.000 3,691,218 221,473 3,976,494 2036 1,302,099 50.000 63,803 3,828 79,850,832 50.000 3,912,691 234,761 4,215,083 2037 1,302,099 50.000 63,803 3,828 79,850,832 50.000 3,912,691 234,761 4,215,083 2038 1,380,225 50.000 67,631 4,058 84,641,882 50.000 4,147,452 248,847 4,467,988 2039 1,380,225 50.000 67,631 4,058 84,641,882 50.000 4,147,452 248,847 4,467,988 2040 1,463,039 50.000 71,689 4,301 89,720,395 50.000 4,396,299 263,778 4,736,068 2041 1,463,039 50.000 71,689 4,301 89,720,395 50.000 4,396,299 263,778 4,736,068 2042 1,550,821 50.000 75,990 4,559 95,103,618 50.000 4,660,077 279,605 5,020,232 2043 1,550,821 50.000 75,990 4,559 95,103,618 50.000 4,660,077 279,605 5,020,232 2044 1,643,870 50.000 80,550 4,833 100,809,835 50.000 4,939,682 296,381 5,321,445 2045 1,643,870 50.000 80,550 4,833 100,809,835 50.000 4,939,682 296,381 5,321,445 2046 1,742,503 50.000 85,383 5,123 106,858,426 50.000 5,236,063 314,164 5,640,732 2047 1,742,503 50.000 85,383 5,123 106,858,426 50.000 5,236,063 314,164 5,640,732 2048 1,847,053 50.000 90,506 5,430 113,269,931 50.000 5,550,227 333,014 5,979,176 2049 1,847,053 50.000 90,506 5,430 113,269,931 50.000 5,550,227 333,014 5,979,176 2050 1,957,876 50.000 95,936 5,756 120,066,127 50.000 5,883,240 352,994 6,337,927 2051 1,957,876 50.000 95,936 5,756 120,066,127 50.000 5,883,240 352,994 6,337,927 2052 2,075,348 50.000 101,692 6,102 127,270,095 50.000 6,236,235 374,174 6,718,202 2053 2,075,348 50.000 101,692 6,102 127,270,095 50.000 6,236,235 374,174 6,718,202 2054 2,199,869 50.000 107,794 6,468 134,906,300 50.000 6,610,409 396,625 7,121,294 2055 2,199,869 50.000 107,794 6,468 134,906,300 50.000 6,610,409 396,625 7,121,294 2056 2,331,861 50.000 114,261 6,856 143,000,678 50.000 7,007,033 420,422 7,548,572 2057 2,331,861 50.000 114,261 6,856 143,000,678 50.000 7,007,033 420,422 7,548,572 2058 2,471,773 50.000 121,117 7,267 151,580,719 50.000 7,427,455 445,647 8,001,486 2059 2,471,773 50.000 121,117 7,267 151,580,719 50.000 7,427,455 445,647 8,001,486 2060 2,620,080 50.000 128,384 7,703 160,675,562 50.000 7,873,103 472,386 8,481,576 2061 2,620,080 50.000 128,384 7,703 160,675,562 50.000 7,873,103 472,386 8,481,576 2062 2,777,284 50.000 136,087 8,165 170,316,096 50.000 8,345,489 500,729 8,990,470 2063 2,777,284 50.000 136,087 8,165 170,316,096 50.000 8,345,489 500,729 8,990,470 2064 2,943,921 50.000 144,252 8,655 180,535,062 50.000 8,846,218 530,773 9,529,898 2065 2,943,921 50.000 144,252 8,655 180,535,062 50.000 8,846,218 530,773 9,529,898 2066 3,120,557 50.000 152,907 9,174 191,367,165 50.000 9,376,991 562,619 10,101,692 1 2050 2049 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 2063 2064 2065 2066 RUDOLPH FAMRS METROPOLITAN DISTRICT Nos. 1-6 (Residential & Commercial) Development Projection at 50.000 (target) Residential Mills +50.000 (target) Commercial Mills for Debt Service (SERVICE PLAN) -- 01/30/2018 Series 2036, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2023 & Series 2028 + New Money, Assumes Investment Grade, 100x, 30-yr. Maturity Ser. 2023 Ser. 2028 Ser. 2036 $42,405,000 Par $34,930,000 Par $104,865,000 Par Surplus Cov. of Net DS: Cov. of Net DS: [Net $31.013 MM] [Net $25.199 MM] [Net $34.006 MM] Total Annual Release @ Cumulative @ Res'l Target @ Res'l Cap RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential) 1 Development Projection at 50.000 (target) District Mills for Debt Service -- 01/30/2018 2050 Assessed Value Summary 2049 < < < < < < < < 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 Reasses'mt Cumulative of Market Assessed YEAR Res'l Units @ 6.0% Market Value (2-yr lag) Market Value (2-yr lag) Sq. Ft. @ 6.0% Market Value (2-yr lag) Value 2017 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 0 $0 2020 0 0 0 0 0 0 0 0 0 0 0 2021 0 0 0 0 0 0 0 0 0 2022 0 0 0 0 0 0 0 0 0 0 0 2023 0 0 0 1,200,000 0 0 0 0 0 2024 60 0 13,513,949 0 0 0 0 0 0 0 0 2025 0 13,513,949 0 0 348,000 0 0 0 348,000 2026 0 810,837 14,324,786 973,004 0 0 0 0 0 0 973,004 2027 0 14,324,786 973,004 0 0 0 0 0 973,004 2028 0 859,487 15,184,273 1,031,385 0 0 0 0 0 0 1,031,385 2029 0 15,184,273 1,031,385 0 0 0 0 0 1,031,385 2030 0 911,056 16,095,330 1,093,268 0 0 0 0 0 0 1,093,268 2031 0 16,095,330 1,093,268 0 0 0 0 0 1,093,268 2032 0 965,720 17,061,049 1,158,864 0 0 0 0 0 0 1,158,864 2033 0 17,061,049 1,158,864 0 0 0 0 0 1,158,864 2034 0 1,023,663 18,084,712 1,228,396 0 0 0 0 0 0 1,228,396 2035 0 18,084,712 1,228,396 0 0 0 0 0 1,228,396 2036 0 1,085,083 19,169,795 1,302,099 0 0 0 0 0 0 1,302,099 2037 0 19,169,795 1,302,099 0 0 0 0 0 1,302,099 2038 1,150,188 20,319,983 1,380,225 0 0 0 0 0 1,380,225 2039 20,319,983 1,380,225 0 0 0 0 1,380,225 2040 1,219,199 21,539,182 1,463,039 0 0 0 0 0 1,463,039 2041 21,539,182 1,463,039 0 0 0 0 1,463,039 2042 1,292,351 22,831,533 1,550,821 0 0 0 0 0 1,550,821 2043 22,831,533 1,550,821 0 0 0 0 1,550,821 2044 1,369,892 24,201,424 1,643,870 0 0 0 0 0 1,643,870 2045 24,201,424 1,643,870 0 0 0 0 1,643,870 2046 1,452,085 25,653,510 1,742,503 0 0 0 0 0 1,742,503 2047 25,653,510 1,742,503 0 0 0 0 1,742,503 2048 1,539,211 27,192,721 1,847,053 0 0 0 0 0 1,847,053 2049 27,192,721 1,847,053 0 0 0 0 1,847,053 2050 1,631,563 28,824,284 1,957,876 0 0 0 0 0 1,957,876 2051 28,824,284 1,957,876 0 0 0 0 1,957,876 2052 1,729,457 30,553,741 2,075,348 0 0 0 0 0 2,075,348 2053 30,553,741 2,075,348 0 0 0 0 2,075,348 2054 1,833,224 32,386,965 2,199,869 0 0 0 0 0 2,199,869 2055 32,386,965 2,199,869 0 0 0 0 2,199,869 2056 1,943,218 34,330,183 2,331,861 0 0 0 0 0 2,331,861 2057 34,330,183 2,331,861 0 0 0 0 2,331,861 2058 2,059,811 36,389,994 2,471,773 0 0 0 0 0 2,471,773 2059 36,389,994 2,471,773 0 0 0 0 2,471,773 2060 2,183,400 38,573,394 2,620,080 0 0 0 0 0 2,620,080 2061 38,573,394 2,620,080 0 0 0 0 2,620,080 2062 2,314,404 40,887,797 2,777,284 0 0 0 0 0 2,777,284 2063 40,887,797 2,777,284 0 0 0 0 2,777,284 2064 2,453,268 43,341,065 2,943,921 0 0 0 0 0 2,943,921 2065 43,341,065 2,943,921 0 0 0 0 2,943,921 2066 2,600,464 45,941,529 3,120,557 0 0 0 0 0 3,120,557 RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential) Development Summary Development Projection -- Buildout Plan (updated 1/23/18) Residential Development Product Type Assissted Living TH Condo SFD - Standard SFD - Premier Base $ ('18) $200,000 $375,000 $385,000 $475,000 $575,000 Res'l Totals 2017 - - - - - - 2018 - - - - - - 2019 - - - - - - 2020 - - - - - - 2021 - - - - - - 2022 - - - - - - 2023 - - - - - - 2024 60 - - - - 60 2025 - - - - - - 2026 - - - - - - 2027 - - - - - - 2028 - - - - - - 2029 - - - - - - 2030 - - - - - - 2031 - - - - - - 2032 - - - - - - 2033 - - - - - - 2034 - - - - - - 2035 - - - - - - 2036 - - - - - - 2037 - - - - - - 60 - - - - 60 MV @ Full Buildout $12,000,000 $0 $0 $0 $0 $12,000,000 (base prices;un-infl.) notes: Platted/Dev Lots = 10% MV; one-yr prior Base MV $ inflated 2% per annum 1/30/2018 B RFMD#1-6 Fin Plan 18 R Dev Summ Prepared by D.A. Davidson & Co. 5 RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Commercial) 1 Development Projection at 50.000 (target) District Mills for Debt Service -- 01/30/2018 2050 Assessed Value Summary 2049 < < < < < < < < 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 0 0 0 0 0 0 0 0 $0 2020 0 0 0 0 0 0 0 0 0 0 0 0 2021 0 0 0 1,874,250 0 0 0 0 0 0 2022 0 0 0 0 3,285,975 0 110,035 0 0 20,287,485 0 0 2023 0 0 0 1,785,975 543,533 104,685 120 56,567,304 0 543,533 2024 0 0 0 0 3,285,975 952,933 104,685 0 3,394,038 80,074,321 5,883,371 6,836,303 2025 0 0 0 1,785,975 517,933 104,685 120 117,819,845 16,404,518 16,922,451 2026 0 0 0 0 1,246,725 952,933 104,685 0 7,069,191 145,814,580 23,221,553 24,174,486 2027 0 0 0 1,246,725 517,933 83,115 0 160,714,097 34,167,755 34,685,688 2028 0 0 0 0 1,246,725 361,550 83,115 0 9,642,846 185,554,452 42,286,228 42,647,778 2029 0 0 0 1,246,725 361,550 83,115 0 201,055,910 46,607,088 46,968,639 2030 0 0 0 0 1,246,725 361,550 83,115 0 12,063,355 228,930,752 53,810,791 54,172,341 2031 0 0 0 0 361,550 83,115 0 245,058,469 58,306,214 58,667,764 2032 0 0 0 0 0 361,550 0 0 14,703,508 259,761,977 66,389,918 66,751,468 2033 0 0 0 0 0 0 0 259,761,977 71,066,956 71,066,956 2034 0 0 0 0 0 0 0 0 15,585,719 275,347,696 75,330,973 75,330,973 2035 0 0 0 0 0 0 0 275,347,696 75,330,973 75,330,973 2036 0 0 0 0 0 0 0 0 16,520,862 291,868,558 79,850,832 79,850,832 2037 0 0 0 0 0 0 0 291,868,558 79,850,832 79,850,832 2038 0 0 0 0 0 17,512,113 309,380,671 84,641,882 84,641,882 2039 0 0 0 0 309,380,671 84,641,882 84,641,882 2040 0 0 0 0 0 18,562,840 327,943,512 89,720,395 89,720,395 2041 0 0 0 0 327,943,512 89,720,395 89,720,395 2042 0 0 0 0 0 19,676,611 347,620,122 95,103,618 95,103,618 2043 0 0 0 0 347,620,122 95,103,618 95,103,618 2044 0 0 0 0 0 20,857,207 368,477,330 100,809,835 100,809,835 2045 0 0 0 0 368,477,330 100,809,835 100,809,835 2046 0 0 0 0 0 22,108,640 390,585,969 106,858,426 106,858,426 2047 0 0 0 0 390,585,969 106,858,426 106,858,426 2048 0 0 0 0 0 23,435,158 414,021,127 113,269,931 113,269,931 2049 0 0 0 0 414,021,127 113,269,931 113,269,931 2050 0 0 0 0 0 24,841,268 438,862,395 120,066,127 120,066,127 2051 0 0 0 0 438,862,395 120,066,127 120,066,127 2052 0 0 0 0 0 26,331,744 465,194,139 127,270,095 127,270,095 2053 0 0 0 0 465,194,139 127,270,095 127,270,095 2054 0 0 0 0 0 27,911,648 493,105,787 134,906,300 134,906,300 2055 0 0 0 0 493,105,787 134,906,300 134,906,300 2056 0 0 0 0 0 29,586,347 522,692,134 143,000,678 143,000,678 2057 0 0 0 0 522,692,134 143,000,678 143,000,678 2058 0 0 0 0 0 31,361,528 554,053,662 151,580,719 151,580,719 2059 0 0 0 0 554,053,662 151,580,719 151,580,719 2060 0 0 0 0 0 33,243,220 587,296,882 160,675,562 160,675,562 2061 0 0 0 0 587,296,882 160,675,562 160,675,562 2062 0 0 0 0 0 35,237,813 622,534,695 170,316,096 170,316,096 2063 0 0 0 0 622,534,695 170,316,096 170,316,096 2064 0 0 0 0 0 37,352,082 659,886,777 180,535,062 180,535,062 2065 0 0 0 0 659,886,777 180,535,062 180,535,062 2066 0 0 0 0 0 39,593,207 699,479,983 191,367,165 191,367,165 RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Commercial) Development Summary Development Projection -- Buildout Plan (updated 1/23/18) Commercial Development Product Type Retail Convenience Store Industrial / Employment Hotel Base $ ('18) $250/sf $165/sf $150/sf $125,000/Rm Comm'l Totals* 2017 - - - - - 2018 - - - - - 2019 - - - - - 2020 - - - - - 2021 - - - - - 2022 21,570 5,350 83,115 - 110,035 2023 21,570 - 83,115 120 104,805 2024 21,570 - 83,115 - 104,685 2025 21,570 - 83,115 120 104,805 2026 21,570 - 83,115 - 104,685 2027 - - 83,115 - 83,115 2028 - - 83,115 - 83,115 2029 - - 83,115 - 83,115 2030 - - 83,115 - 83,115 2031 - - 83,115 - 83,115 2032 - - - - - 2033 - - - - - 2034 - - - - - 2035 - - - - - 2036 - - - - - 2037 - - - - - 107,850 5,350 831,150 240 944,590 MV @ Full Buildout $26,962,500 $882,750 $124,672,500 $30,000,000 $182,517,750 (base prices;un-infl.) [*] Not including Hotels; presented in Rooms notes: Platted/Dev Lots = 10% MV; one-yr prior Base MV $ inflated 2% per annum 1/30/2018 B RFMD#1-6 Fin Plan 18 C Dev Summ Prepared by D.A. Davidson & Co. 7 Jan 30, 2018 8:38 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Rudolph Farms MD#1-6 18 (fka ...:BJAN3018-23NRSPB) SOURCES AND USES OF FUNDS RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential + Commercial) GENERAL OBLIGATION BONDS, SERIES 2023 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Non-Rated, 105x, 30-yr. Maturity (Growth thru 2026 + 6.00% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2023 Delivery Date 12/01/2023 Sources: Bond Proceeds: Par Amount 42,405,000.00 42,405,000.00 Uses: Project Fund Deposits: Project Fund 31,012,691.67 Other Fund Deposits: Capitalized Interest Fund 6,360,750.00 Debt Service Reserve Fund 3,883,458.33 10,244,208.33 Delivery Date Expenses: Cost of Issuance 300,000.00 Underwriter's Discount 848,100.00 1,148,100.00 42,405,000.00 8 Jan 30, 2018 8:43 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Rudolph Farms MD#1-6 18 (fka ...:BJAN3018-28NRSPB) SOURCES AND USES OF FUNDS RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential + Commercial) GENERAL OBLIGATION BONDS, SERIES 2028 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Non-Rated, 105x, 30-yr. Maturity (Growth thru 2031 + 6.00% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2028 Delivery Date 12/01/2028 Sources: Bond Proceeds: Par Amount 34,930,000.00 34,930,000.00 Uses: Project Fund Deposits: Project Fund 25,198,900.00 Other Fund Deposits: Capitalized Interest Fund 5,239,500.00 Debt Service Reserve Fund 3,493,000.00 8,732,500.00 Delivery Date Expenses: Cost of Issuance 300,000.00 Underwriter's Discount 698,600.00 998,600.00 34,930,000.00 9 Jan 30, 2018 8:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Rudolph Farms MD#1-...:BJAN3018-36IGRFB,36IGRFB) SOURCES AND USES OF FUNDS RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2036 Delivery Date 12/01/2036 Sources: Bond Proceeds: Par Amount 104,865,000.00 Other Sources of Funds: Funds on Hand* 2,335,000.00 Series 2023 - DSRF 3,883,458.00 Series 2028 - DSRF 3,493,000.00 9,711,458.00 114,576,458.00 Uses: Project Fund Deposits: Project Fund 34,005,811.12 Refunding Escrow Deposits: Cash Deposit* 74,710,000.00 Other Fund Deposits: Capitalized Interest Fund 371,396.88 Debt Service Reserve Fund 4,764,925.00 5,136,321.88 Delivery Date Expenses: Cost of Issuance 200,000.00 Underwriter's Discount 524,325.00 724,325.00 114,576,458.00 [*] Estimated balances (tbd). 10 Jan 30, 2018 8:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Rudolph Farms MD#1-...:BJAN3018-36IGRFB,36IGRFB) BOND SUMMARY STATISTICS RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2036 Delivery Date 12/01/2036 First Coupon 06/01/2037 Last Maturity 12/01/2066 Arbitrage Yield 4.250000% True Interest Cost (TIC) 4.285261% Net Interest Cost (NIC) 4.250000% All-In TIC 4.298777% Average Coupon 4.250000% Average Life (years) 22.930 Weighted Average Maturity (years) 22.930 Duration of Issue (years) 14.505 Par Amount 104,865,000.00 Bond Proceeds 104,865,000.00 Total Interest 102,192,525.00 Net Interest 102,716,850.00 Bond Years from Dated Date 2,404,530,000.00 Bond Years from Delivery Date 2,404,530,000.00 Total Debt Service 207,057,525.00 Maximum Annual Debt Service 14,866,050.00 Average Annual Debt Service 6,901,917.50 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 2066 104,865,000.00 100.000 4.250% 22.930 11/06/2059 177,221.85 104,865,000.00 22.930 177,221.85 All-In Arbitrage TIC TIC Yield Par Value 104,865,000.00 104,865,000.00 104,865,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount -524,325.00 -524,325.00 - Cost of Issuance Expense -200,000.00 - Other Amounts Target Value 104,340,675.00 104,140,675.00 104,865,000.00 Target Date 12/01/2036 12/01/2036 12/01/2036 Yield 4.285261% 4.298777% 4.250000% 11 Jan 30, 2018 8:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Rudolph Farms MD#1-...:BJAN3018-36IGRFB,36IGRFB) BOND DEBT SERVICE RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01/2037 2,228,381.25 2,228,381.25 12/01/2037 2,228,381.25 2,228,381.25 4,456,762.50 06/01/2038 2,228,381.25 2,228,381.25 12/01/2038 10,000 4.250% 2,228,381.25 2,238,381.25 4,466,762.50 06/01/2039 2,228,168.75 2,228,168.75 12/01/2039 10,000 4.250% 2,228,168.75 2,238,168.75 4,466,337.50 06/01/2040 2,227,956.25 2,227,956.25 12/01/2040 280,000 4.250% 2,227,956.25 2,507,956.25 4,735,912.50 06/01/2041 2,222,006.25 2,222,006.25 12/01/2041 290,000 4.250% 2,222,006.25 2,512,006.25 4,734,012.50 06/01/2042 2,215,843.75 2,215,843.75 12/01/2042 585,000 4.250% 2,215,843.75 2,800,843.75 5,016,687.50 06/01/2043 2,203,412.50 2,203,412.50 12/01/2043 610,000 4.250% 2,203,412.50 2,813,412.50 5,016,825.00 06/01/2044 2,190,450.00 2,190,450.00 12/01/2044 940,000 4.250% 2,190,450.00 3,130,450.00 5,320,900.00 06/01/2045 2,170,475.00 2,170,475.00 12/01/2045 980,000 4.250% 2,170,475.00 3,150,475.00 5,320,950.00 06/01/2046 2,149,650.00 2,149,650.00 12/01/2046 1,340,000 4.250% 2,149,650.00 3,489,650.00 5,639,300.00 06/01/2047 2,121,175.00 2,121,175.00 12/01/2047 1,395,000 4.250% 2,121,175.00 3,516,175.00 5,637,350.00 06/01/2048 2,091,531.25 2,091,531.25 12/01/2048 1,795,000 4.250% 2,091,531.25 3,886,531.25 5,978,062.50 06/01/2049 2,053,387.50 2,053,387.50 12/01/2049 1,870,000 4.250% 2,053,387.50 3,923,387.50 5,976,775.00 06/01/2050 2,013,650.00 2,013,650.00 12/01/2050 2,310,000 4.250% 2,013,650.00 4,323,650.00 6,337,300.00 06/01/2051 1,964,562.50 1,964,562.50 12/01/2051 2,405,000 4.250% 1,964,562.50 4,369,562.50 6,334,125.00 06/01/2052 1,913,456.25 1,913,456.25 12/01/2052 2,890,000 4.250% 1,913,456.25 4,803,456.25 6,716,912.50 06/01/2053 1,852,043.75 1,852,043.75 12/01/2053 3,010,000 4.250% 1,852,043.75 4,862,043.75 6,714,087.50 06/01/2054 1,788,081.25 1,788,081.25 12/01/2054 3,545,000 4.250% 1,788,081.25 5,333,081.25 7,121,162.50 06/01/2055 1,712,750.00 1,712,750.00 12/01/2055 3,695,000 4.250% 1,712,750.00 5,407,750.00 7,120,500.00 06/01/2056 1,634,231.25 1,634,231.25 12/01/2056 4,280,000 4.250% 1,634,231.25 5,914,231.25 7,548,462.50 06/01/2057 1,543,281.25 1,543,281.25 12/01/2057 4,460,000 4.250% 1,543,281.25 6,003,281.25 7,546,562.50 06/01/2058 1,448,506.25 1,448,506.25 12/01/2058 5,100,000 4.250% 1,448,506.25 6,548,506.25 7,997,012.50 06/01/2059 1,340,131.25 1,340,131.25 12/01/2059 5,320,000 4.250% 1,340,131.25 6,660,131.25 8,000,262.50 06/01/2060 1,227,081.25 1,227,081.25 12/01/2060 6,025,000 4.250% 1,227,081.25 7,252,081.25 8,479,162.50 06/01/2061 1,099,050.00 1,099,050.00 Jan 30, 2018 8:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Rudolph Farms MD#1-...:BJAN3018-36IGRFB,36IGRFB) NET DEBT SERVICE RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Period Total Debt Service Capitalized Net Ending Principal Interest Debt Service Reserve Fund Interest Fund Debt Service 12/01/2037 4,456,762.50 4,456,762.50 371,396.88 4,085,365.62 12/01/2038 10,000 4,456,762.50 4,466,762.50 4,466,762.50 12/01/2039 10,000 4,456,337.50 4,466,337.50 4,466,337.50 12/01/2040 280,000 4,455,912.50 4,735,912.50 4,735,912.50 12/01/2041 290,000 4,444,012.50 4,734,012.50 4,734,012.50 12/01/2042 585,000 4,431,687.50 5,016,687.50 5,016,687.50 12/01/2043 610,000 4,406,825.00 5,016,825.00 5,016,825.00 12/01/2044 940,000 4,380,900.00 5,320,900.00 5,320,900.00 12/01/2045 980,000 4,340,950.00 5,320,950.00 5,320,950.00 12/01/2046 1,340,000 4,299,300.00 5,639,300.00 5,639,300.00 12/01/2047 1,395,000 4,242,350.00 5,637,350.00 5,637,350.00 12/01/2048 1,795,000 4,183,062.50 5,978,062.50 5,978,062.50 12/01/2049 1,870,000 4,106,775.00 5,976,775.00 5,976,775.00 12/01/2050 2,310,000 4,027,300.00 6,337,300.00 6,337,300.00 12/01/2051 2,405,000 3,929,125.00 6,334,125.00 6,334,125.00 12/01/2052 2,890,000 3,826,912.50 6,716,912.50 6,716,912.50 12/01/2053 3,010,000 3,704,087.50 6,714,087.50 6,714,087.50 12/01/2054 3,545,000 3,576,162.50 7,121,162.50 7,121,162.50 12/01/2055 3,695,000 3,425,500.00 7,120,500.00 7,120,500.00 12/01/2056 4,280,000 3,268,462.50 7,548,462.50 7,548,462.50 12/01/2057 4,460,000 3,086,562.50 7,546,562.50 7,546,562.50 12/01/2058 5,100,000 2,897,012.50 7,997,012.50 7,997,012.50 12/01/2059 5,320,000 2,680,262.50 8,000,262.50 8,000,262.50 12/01/2060 6,025,000 2,454,162.50 8,479,162.50 8,479,162.50 12/01/2061 6,280,000 2,198,100.00 8,478,100.00 8,478,100.00 12/01/2062 7,055,000 1,931,200.00 8,986,200.00 8,986,200.00 12/01/2063 7,355,000 1,631,362.50 8,986,362.50 8,986,362.50 12/01/2064 8,210,000 1,318,775.00 9,528,775.00 9,528,775.00 12/01/2065 8,560,000 969,850.00 9,529,850.00 9,529,850.00 12/01/2066 14,260,000 606,050.00 14,866,050.00 4,764,925 10,101,125.00 104,865,000 102,192,525.00 207,057,525.00 4,764,925 371,396.88 201,921,203.12 13 Jan 30, 2018 8:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Rudolph Farms MD#1-...:BJAN3018-36IGRFB,36IGRFB) SUMMARY OF BONDS REFUNDED RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Maturity Interest Par Call Call Bond Date Rate Amount Date Price 1/30/18: Ser 23 NR LF, 5.00%, 120x, 50+50, Gro thru '26+6% BiRE, SP: TERM53 12/01/2037 5.000% 715,000.00 12/01/2036 100.000 12/01/2038 5.000% 910,000.00 12/01/2036 100.000 12/01/2039 5.000% 955,000.00 12/01/2036 100.000 12/01/2040 5.000% 1,175,000.00 12/01/2036 100.000 12/01/2041 5.000% 1,235,000.00 12/01/2036 100.000 12/01/2042 5.000% 1,480,000.00 12/01/2036 100.000 12/01/2043 5.000% 1,555,000.00 12/01/2036 100.000 12/01/2044 5.000% 1,825,000.00 12/01/2036 100.000 12/01/2045 5.000% 1,915,000.00 12/01/2036 100.000 12/01/2046 5.000% 2,215,000.00 12/01/2036 100.000 12/01/2047 5.000% 2,330,000.00 12/01/2036 100.000 12/01/2048 5.000% 2,660,000.00 12/01/2036 100.000 12/01/2049 5.000% 2,795,000.00 12/01/2036 100.000 12/01/2050 5.000% 3,165,000.00 12/01/2036 100.000 12/01/2051 5.000% 3,320,000.00 12/01/2036 100.000 12/01/2052 5.000% 3,730,000.00 12/01/2036 100.000 12/01/2053 5.000% 7,800,000.00 12/01/2036 100.000 39,780,000.00 1/30/18: Ser 28 NR LF, 5.00%, 100x, 50+50, FG+6% BiRE, SP: TERM58 12/01/2046 5.000% 5,000.00 12/01/2036 100.000 12/01/2047 5.000% 5,000.00 12/01/2036 100.000 12/01/2048 5.000% 110,000.00 12/01/2036 100.000 12/01/2049 5.000% 115,000.00 12/01/2036 100.000 12/01/2050 5.000% 235,000.00 12/01/2036 100.000 12/01/2051 5.000% 250,000.00 12/01/2036 100.000 12/01/2052 5.000% 380,000.00 12/01/2036 100.000 12/01/2053 5.000% 395,000.00 12/01/2036 100.000 12/01/2054 5.000% 5,110,000.00 12/01/2036 100.000 12/01/2055 5.000% 5,365,000.00 12/01/2036 100.000 12/01/2056 5.000% 6,040,000.00 12/01/2036 100.000 12/01/2057 5.000% 6,340,000.00 12/01/2036 100.000 12/01/2058 5.000% 10,580,000.00 12/01/2036 100.000 34,930,000.00 74,710,000.00 14 Jan 30, 2018 8:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Rudolph Farms MD#1-...:BJAN3018-36IGRFB,36IGRFB) ESCROW REQUIREMENTS RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2036 Delivery Date 12/01/2036 1/30/18: Ser 23 NR LF, 5.00%, 120x, 50+50, Gro thru '26+6% BiRE, SP Period Principal Ending Redeemed Total 12/01/2036 39,780,000.00 39,780,000.00 39,780,000.00 39,780,000.00 15 Jan 30, 2018 8:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Rudolph Farms MD#1-...:BJAN3018-36IGRFB,36IGRFB) ESCROW REQUIREMENTS RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01/2036 Delivery Date 12/01/2036 1/30/18: Ser 28 NR LF, 5.00%, 100x, 50+50, FG+6% BiRE, SP Period Principal Ending Redeemed Total 12/01/2036 34,930,000.00 34,930,000.00 34,930,000.00 34,930,000.00 16 Jan 30, 2018 8:49 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Rudolph Farms MD#1-...:BJAN3018-36IGRFB,36IGRFB) PRIOR BOND DEBT SERVICE RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2036 Pay & Cancel Refunding of (proposed) Series 2023 & Series 2028 + New Money 50.000 (target) Residential Mills + 50.000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity (Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discsussion only ] Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01/2037 1,867,750 1,867,750 12/01/2037 715,000 5.000% 1,867,750 2,582,750 4,450,500 06/01/2038 1,849,875 1,849,875 12/01/2038 910,000 5.000% 1,849,875 2,759,875 4,609,750 06/01/2039 1,827,125 1,827,125 12/01/2039 955,000 5.000% 1,827,125 2,782,125 4,609,250 06/01/2040 1,803,250 1,803,250 12/01/2040 1,175,000 5.000% 1,803,250 2,978,250 4,781,500 06/01/2041 1,773,875 1,773,875 12/01/2041 1,235,000 5.000% 1,773,875 3,008,875 4,782,750 06/01/2042 1,743,000 1,743,000 12/01/2042 1,480,000 5.000% 1,743,000 3,223,000 4,966,000 06/01/2043 1,706,000 1,706,000 12/01/2043 1,555,000 5.000% 1,706,000 3,261,000 4,967,000 06/01/2044 1,667,125 1,667,125 12/01/2044 1,825,000 5.000% 1,667,125 3,492,125 5,159,250 06/01/2045 1,621,500 1,621,500 12/01/2045 1,915,000 5.000% 1,621,500 3,536,500 5,158,000 06/01/2046 1,573,625 1,573,625 12/01/2046 2,220,000 5.000% 1,573,625 3,793,625 5,367,250 06/01/2047 1,518,125 1,518,125 12/01/2047 2,335,000 5.000% 1,518,125 3,853,125 5,371,250 06/01/2048 1,459,750 1,459,750 12/01/2048 2,770,000 5.000% 1,459,750 4,229,750 5,689,500 06/01/2049 1,390,500 1,390,500 12/01/2049 2,910,000 5.000% 1,390,500 4,300,500 5,691,000 06/01/2050 1,317,750 1,317,750 12/01/2050 3,400,000 5.000% 1,317,750 4,717,750 6,035,500 06/01/2051 1,232,750 1,232,750 12/01/2051 3,570,000 5.000% 1,232,750 4,802,750 6,035,500 06/01/2052 1,143,500 1,143,500 12/01/2052 4,110,000 5.000% 1,143,500 5,253,500 6,397,000 06/01/2053 1,040,750 1,040,750 12/01/2053 8,195,000 5.000% 1,040,750 9,235,750 10,276,500 06/01/2054 835,875 835,875 12/01/2054 5,110,000 5.000% 835,875 5,945,875 6,781,750 06/01/2055 708,125 708,125 12/01/2055 5,365,000 5.000% 708,125 6,073,125 6,781,250 06/01/2056 574,000 574,000 12/01/2056 6,040,000 5.000% 574,000 6,614,000 7,188,000 06/01/2057 423,000 423,000 12/01/2057 6,340,000 5.000% 423,000 6,763,000 7,186,000 06/01/2058 264,500 264,500 12/01/2058 10,580,000 5.000% 264,500 10,844,500 11,109,000 74,710,000 58,683,500 133,393,500 133,393,500 17 EXHIBIT F Rudolph Farms Metropolitan District Nos. 1-6 Intergovernmental Agreement INTERGOVERNMENTAL AGREEMENT THIS INTERGOVERNMENTAL AGREEMENT is made and entered into by and between the City of Fort Collins, Colorado, a Colorado home rule municipality (the “City”), and Rudolph Farms Metropolitan District Nos. 1-6, quasi-municipal corporations and political subdivisions of the State of Colorado (collectively, the “Districts”). 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 March 6, 2018, which may be amended from time to time as set forth therein (the “Service Plan”); and WHEREAS, the City and the property owner organizers of the Districts have entered into that certain “Binding Agreement Pertaining to Development of the Interstate Highway 25 and Prospect Road Interchange” dated March __, 2018 (the “Binding Agreement”); and WHEREAS, the Binding Agreement contemplates that the City and the Districts will enter into a “Capital Pledge Agreement” pursuant to which the District will share in the cost of the Colorado Department of Transportation project to improve the I-25 and Prospect Road Interchange (the “Capital Pledge Agreement); 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 Intergovernmental Agreement as provided in the Service Plan (“Agreement”). 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 hereto agree as follows: COVENANTS AND AGREEMENTS 1. Incorporation by Reference. The Service Plan is hereby incorporated in this agreement by this reference. The District agrees 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 Title 32, Article 1, C.R.S. (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. Imposition of Fees, Levying of Taxes and Issuance of Debt. The Districts shall not impose any taxes, fees, rates, tolls or charges, or issue any Debt unless or until: (a) the Property Owner has recorded the PIF Covenant (as defined in the Binding Agreement) against its property within the Project Area Boundaries, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. 3. City Prior Approvals. The Districts shall obtain any prior City or City Council approvals as required in the Service Plan before undertaking the action requiring such approval. 4. Enforcement. The parties agree that this Agreement may be enforced at law or in equity, including actions seeking specific performance, mandamus, injunctive, or other appropriate relief. The parties also agree that this Agreement may be enforced pursuant to Section 32-1-207, C.R.S. and other provisions of the Special District Act granting rights to municipalities or counties approving a service plan of a special district. 5. 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. 6. 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. 7. Beneficiaries. Except as otherwise stated herein, this Agreement is intended to 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 persons or entities not named as parties. 8. 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 either party or as to both parties, such portion shall be deemed severable and its invalidity or its unenforceability shall not cause the entire agreement to be terminated. 9. 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. 10. Successors and Assigns. This Agreement and the rights and obligations created hereby shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. RUDOLPH FARMS METROPOLITAN DISTRICT NOS. 1-6 BY: President ATTEST: By:_______________________________ Secretary CITY OF FORT COLLINS, COLORADO By: Mayor ATTEST: By: City Clerk 1597.0003; 884438 CERTIFICATE CONCERNING NOTICES OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN IN RE THE ORGANIZATION OF RUDOLPH FARMS METROPOLITAN DISTRICT NOS. 1-6, CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO I, Abby Franz, an a paralegal at the law firm of White Bear Ankele Tanaka & Waldron Professional Corporation, acting on behalf of Rudolph Farms Metropolitan District Nos.1-6 (the “Districts”), do hereby certify as follows: 1. That the City Council of the City of Fort Collins (the “City Council”) set a public hearing for Tuesday, March 6, 2018 at 6:00 p.m. at the City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado (the “Hearing”), for the purpose of considering the Consolidated Service Plan (the “Service Plan”) for the Districts and to form a basis for adopting a resolution approving, conditionally approving or disapproving the Service Plan; 2. That, pursuant to § 32-1-204.5, C.R.S., and the City of Fort Collins Policy for Reviewing Proposed Service Plans for Title 32 Metropolitan Districts, dated July 9, 2008, the Notice of Public Hearing on Consolidated Service Plan, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference, was sent by U.S. mail on February 14, 2018, more than ten (10) days prior to the Hearing, to the property owners within the proposed Districts as listed on the records of the County Assessor, as set forth on the list attached hereto as Exhibit B and incorporated herein by this reference and; 3. That the Notice of Public Hearing on Consolidated Service Plan was further published on February 12, 2018 in The Coloradoan. A copy of the Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan is attached hereto as Exhibit C and incorporated herein by this reference Signed this 28 th day of February, 2018. By: Abby Franz, Paralegal EXHIBIT B EXHIBIT A TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Notice of Public Hearing on Consolidated Service Plan) NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A SPECIAL DISTRICT IN RE THE ORGANIZATION OF RUDOLPH FARMS METROPOLITAN DISTRICT NOS. 1-6, CITY OF FT. COLLINS, COUNTY OF LARIMER, STATE OF COLORADO NOTICE IS HEREBY GIVEN that, pursuant to § 32-1-204(1), C.R.S., a Service Plan (the “Service Plan”) for the proposed Rudolph Farms Metropolitan District Nos. 1-6 (“Districts”) has been filed and is available for public inspection in the office of the City Clerk of the City of Ft. Collins. A public hearing on the Service Plan will be held by the City Council of the City of Ft. Collins (the “City Council”) on Tuesday, March 6, 2018, at 6:00 p.m., at City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado, or as soon thereafter as the City Council may hear such matter. The Districts are metropolitan districts. Public improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed, specifically including related eligible costs for acquisition and administration, as authorized by the Special District Act, except as specifically limited in Section V of the Districts’ Service Plan to serve the future taxpayers and property owners of the Districts as determined by the Board of the Districts in its discretion. The maximum mill levy each District is permitted to impose upon the taxable property within its boundaries and shall be Eighty (80) Mills subject to the limitations set forth in the Service Plan. The proposed districts will be located at the northeast corner of the Prospect/I-25 Intersection. A description of the land contained within the boundaries of the proposed Districts is as follows: Tracts of land located in the Southwest Quarter of Section 15, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, containing approximately 132.79 acres, as further described in the Service Plan. NOTICE IS FURTHER GIVEN that pursuant to § 32-1-203(3.5), C.R.S., any person owning property in the proposed Districts may request that such property be excluded from the Districts by submitting such request to the Board of County Commissioners of Larimer County no later than ten days prior to the public hearing. All protests and objections must be submitted in writing to the City Manager at or prior to the public hearing or any continuance or postponement thereof in order to be considered. All protests and objections to the Districts shall be deemed to be waived unless presented at the time and in the manner specified herein. BY ORDER OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS EXHIBIT B TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Mailing List of Property Owners) CW Subtrust White Eric S C/O AGUR Foundation 4 W. Dry Creek Circle, Suite 100 Littleton, CO 80120 EXHIBIT C TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan) 12/01/2061 6,280,000 4.250% 1,099,050.00 7,379,050.00 8,478,100.00 06/01/2062 965,600.00 965,600.00 12/01/2062 7,055,000 4.250% 965,600.00 8,020,600.00 8,986,200.00 06/01/2063 815,681.25 815,681.25 12/01/2063 7,355,000 4.250% 815,681.25 8,170,681.25 8,986,362.50 06/01/2064 659,387.50 659,387.50 12/01/2064 8,210,000 4.250% 659,387.50 8,869,387.50 9,528,775.00 06/01/2065 484,925.00 484,925.00 12/01/2065 8,560,000 4.250% 484,925.00 9,044,925.00 9,529,850.00 06/01/2066 303,025.00 303,025.00 12/01/2066 14,260,000 4.250% 303,025.00 14,563,025.00 14,866,050.00 104,865,000 102,192,525.00 207,057,525.00 207,057,525.00 12 ______ __________ __________ __________ __________ 00 944,350 240 486,590,944 1/30/2018 B RFMD#1-6 Fin Plan 18 C AV Summary Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 6 ______ __________ __________ __________ 60 32,427,580 00 1/30/2018 B RFMD#1-6 Fin Plan 18 R AV Summary Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 4 Net Available Net Debt Net Debt Net Debt Net Debt Funds on Hand* Surplus 50% D/A Surplus @ Comm'l Target @ Comm'l Cap for Debt Svc Service Service Service Service Used as Source to $10,486,500 $10,486,500 Target & Sales PIF Revs & Sales PIF Revs $0 0 0 0 0 28,231 $0 0 28,231 0 28,231 0% 0% 355,078 0 0 355,078 0 383,309 0% 0% 897,027 0 0 897,027 0 1,280,336 0% 0% 1,306,161 0 0 1,306,161 0 2,586,497 0% 0% 1,852,112 2,120,250 2,120,250 (268,138) 0 2,318,359 87% 87% 2,268,696 2,140,250 $0 2,140,250 128,446 0 2,446,805 106% 106% 2,493,121 2,139,250 0 2,139,250 353,871 0 2,800,676 117% 117% 2,870,496 2,268,250 0 2,268,250 602,246 0 3,402,922 127% 127% 3,103,988 2,270,750 0 2,270,750 833,238 0 4,236,160 137% 137% 3,527,263 2,402,750 1,746,500 4,149,250 (621,987) 0 3,614,172 85% 85% 3,751,409 2,402,750 1,746,500 4,149,250 (397,841) 0 3,216,331 90% 90% 3,976,494 2,552,000 1,746,500 4,298,500 (322,006) 0 2,894,325 93% 93% 3,976,494 2,548,000 1,746,500 4,294,500 (318,006) 0 2,576,319 93% 93% 4,215,083 2,703,000 1,746,500 $0 4,449,500 2,335,000 (2,569,417) 0 6,902 95% 95% 4,215,083 [Ref'd by Ser. '36] [Ref'd by Ser. '36] 4,085,366 4,085,366 129,718 0 136,619 103% 103% 4,467,988 4,466,763 4,466,763 1,226 0 137,845 100% 100% 4,467,988 4,466,338 4,466,338 1,651 0 139,496 100% 100% 4,736,068 4,735,913 4,735,913 155 0 139,651 100% 100% 4,736,068 4,734,013 4,734,013 2,055 0 141,706 100% 100% 5,020,232 5,016,688 5,016,688 3,544 0 145,250 100% 100% 5,020,232 5,016,825 5,016,825 3,407 0 148,657 100% 100% 5,321,445 5,320,900 5,320,900 545 0 149,202 100% 100% 5,321,445 5,320,950 5,320,950 495 0 149,698 100% 100% 5,640,732 5,639,300 5,639,300 1,432 0 151,130 100% 100% 5,640,732 5,637,350 5,637,350 3,382 0 154,512 100% 100% 5,979,176 5,978,063 5,978,063 1,114 0 155,626 100% 100% 5,979,176 5,976,775 5,976,775 2,401 0 158,027 100% 100% 6,337,927 6,337,300 6,337,300 627 0 158,654 100% 100% 6,337,927 6,334,125 6,334,125 3,802 0 162,455 100% 100% 6,718,202 6,716,913 6,716,913 1,290 0 163,745 100% 100% 6,718,202 6,714,088 6,714,088 4,115 0 167,860 100% 100% 7,121,294 7,121,163 7,121,163 132 0 167,992 100% 100% 7,121,294 7,120,500 7,120,500 794 0 168,786 100% 100% 7,548,572 7,548,463 7,548,463 110 0 168,896 100% 100% 7,548,572 7,546,563 7,546,563 2,010 0 170,906 100% 100% 8,001,486 7,997,013 7,997,013 4,474 0 175,379 100% 100% 8,001,486 8,000,263 8,000,263 1,224 0 176,603 100% 100% 8,481,576 8,479,163 8,479,163 2,413 0 179,017 100% 100% 8,481,576 8,478,100 8,478,100 3,476 0 182,492 100% 100% 8,990,470 8,986,200 8,986,200 4,270 0 186,762 100% 100% 8,990,470 8,986,363 8,986,363 4,108 0 190,870 100% 100% 9,529,898 9,528,775 9,528,775 1,123 0 191,993 100% 100% 9,529,898 9,529,850 9,529,850 48 0 192,042 100% 100% 10,101,692 10,101,125 10,101,125 567 192,609 0 100% 100% _________ _________ _________ _________ _________ _________ _________ _________ 236,728,562 23,547,250 8,732,500 201,921,203 234,200,953 2,335,000 192,609 192,609 [BJan3018 23nrspB] [BJan3018 28nrspB] [BJan3018 36igrfB] 1/30/2018 B RFMD#1-6 Fin Plan 18 Master NR LF FP SP+2036 Refg Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 3 __________ __________ __________ __________ __________ 3,677,628 220,658 219,651,204 13,179,072 236,728,562 [*] The Districts may also levy up to 20.00 Mills for Operations & Maintenance + 10.00 Mills for the Overlay District Project Mill Levy 1/30/2018 B RFMD#1-6 Fin Plan 18 Master NR LF FP SP+2036 Refg Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 2 NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. ( IN FEET ) 1 inch = ft. 400 0 400 Feet 400 SS SD SD SD SD 8" SANITARY SEWER 8" SUBDRAIN SS RUDOLPH FARMS METROPOLITAN DISTRICTS 1 - 6 FORT COLLINS COLORADO ENGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 1489-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com SANITARY SEWER & SUBDRAIN MAP 1" = 400' D SEWER LINE - 12 INCH PVC. ALL SEWER TO BE OWNED AND MAINTAINED BY BOXELDER SANITATION DISTRICT. SEWER LINE - 8 INCH PVC. ALL SEWER TO BE OWNED AND MAINTAINED BY BOXELDER SANITATION DISTRICT. SS LEGEND: FIGURE 3 OF 6 SUBDRAIN - 8 INCH HDPE. ALL SUBDRAINS TO BE OWNED AND MAINTAINED METRO DISTRICT. SD NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. ( IN FEET ) 1 inch = ft. 400 0 400 Feet 400 ALL WATER TO BE OWNED AND MAINTAINED BY ELCO WATER DISTRICT. LEGEND: W WATER LINE - 8 INCH PVC. ALL WATER TO BE OWNED AND MAINTAINED BY ELCO WATER DISTRICT. W FIGURE 2 OF 6 NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. ( IN FEET ) 1 inch = ft. 400 0 400 Feet 400 12/01/2061 7,290,000 4.250% 1,275,743.75 8,565,743.75 9,841,487.50 06/01/2062 1,120,831.25 1,120,831.25 12/01/2062 8,190,000 4.250% 1,120,831.25 9,310,831.25 10,431,662.50 06/01/2063 946,793.75 946,793.75 12/01/2063 8,540,000 4.250% 946,793.75 9,486,793.75 10,433,587.50 06/01/2064 765,318.75 765,318.75 12/01/2064 9,530,000 4.250% 765,318.75 10,295,318.75 11,060,637.50 06/01/2065 562,806.25 562,806.25 12/01/2065 9,935,000 4.250% 562,806.25 10,497,806.25 11,060,612.50 06/01/2066 351,687.50 351,687.50 12/01/2066 16,550,000 4.250% 351,687.50 16,901,687.50 17,253,375.00 121,720,000 118,622,812.50 240,342,812.50 240,342,812.50 11 ______ __________ __________ __________ 00 514,280 432,958,640 1/30/2018 C G@PMD#1-7 Fin Plan 18 C AV Summary Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 6 ______ __________ __________ __________ 656 673,736,420 00 1/30/2018 C G@PMD#1-7 Fin Plan 18 R AV Summary Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 4 Net Available Net Debt Net Debt Net Debt Funds on Hand* Surplus 50% D/A Surplus Assessed @ Comm'l Target @ Comm'l Cap for Debt Svc Service Service Service Used as Source to $12,172,000 $12,172,000 Target Ratio & Sales PIF Revs & Sales PIF Revs $0 0 0 $0 0 0 0 2648% 0% 0% 189,950 0 0 189,950 0 189,950 739% 0% 0% 1,115,639 0 0 1,115,639 0 1,305,588 452% 0% 0% 1,795,400 0 0 1,795,400 0 3,100,989 366% 0% 0% 2,426,019 3,350,250 3,350,250 (924,231) 0 2,176,758 366% 72% 72% 2,849,045 3,350,250 3,350,250 (501,205) 0 1,675,553 345% 85% 85% 3,656,204 3,480,250 3,480,250 175,954 0 1,851,508 344% 105% 105% 3,656,204 3,478,750 3,478,750 177,454 0 2,028,962 324% 105% 105% 3,875,577 3,687,000 3,687,000 188,577 0 2,217,538 322% 105% 105% 3,875,577 3,689,500 3,689,500 186,077 0 2,403,615 302% 105% 105% 4,108,111 3,911,000 3,911,000 197,111 0 2,600,726 300% 105% 105% 4,108,111 3,910,500 3,910,500 197,611 0 2,798,337 280% 105% 105% 4,354,598 4,143,500 4,143,500 211,098 0 3,009,435 276% 105% 105% 4,354,598 4,143,250 4,143,250 211,348 0 3,220,783 257% 105% 105% 4,615,874 4,395,750 4,395,750 220,124 0 3,440,907 251% 105% 105% 4,615,874 4,393,250 4,393,250 222,624 0 3,663,530 232% 105% 105% 4,892,826 4,657,750 $0 4,657,750 3,890,000 (3,654,924) 0 8,607 468% 105% 105% 4,892,826 [Ref'd by Ser. '30] 4,742,008 4,742,008 150,818 0 159,424 442% 103% 103% 5,186,396 5,183,100 5,183,100 3,296 0 162,720 442% 100% 100% 5,186,396 5,182,675 5,182,675 3,721 0 166,441 417% 100% 100% 5,497,579 5,497,250 5,497,250 329 0 166,770 416% 100% 100% 5,497,579 5,493,438 5,493,438 4,142 0 170,912 391% 100% 100% 5,827,434 5,824,200 5,824,200 3,234 0 174,146 389% 100% 100% 5,827,434 5,825,300 5,825,300 2,134 0 176,281 365% 100% 100% 6,177,080 6,175,125 6,175,125 1,955 0 178,236 361% 100% 100% 6,177,080 6,173,800 6,173,800 3,280 0 181,516 338% 100% 100% 6,547,705 6,545,563 6,545,563 2,143 0 183,659 333% 100% 100% 6,547,705 6,544,475 6,544,475 3,230 0 186,889 310% 100% 100% 6,940,567 6,935,625 6,935,625 4,942 0 191,831 304% 100% 100% 6,940,567 6,937,225 6,937,225 3,342 0 195,174 281% 100% 100% 7,357,001 7,355,000 7,355,000 2,001 0 197,175 275% 100% 100% 7,357,001 7,356,100 7,356,100 901 0 198,076 252% 100% 100% 7,798,422 7,797,313 7,797,313 1,109 0 199,185 244% 100% 100% 7,798,422 7,794,725 7,794,725 3,697 0 202,882 222% 100% 100% 8,266,327 8,266,188 8,266,188 139 0 203,021 213% 100% 100% 8,266,327 8,266,300 8,266,300 27 0 203,048 192% 100% 100% 8,762,306 8,758,975 8,758,975 3,331 0 206,379 181% 100% 100% 8,762,306 8,757,963 8,757,963 4,344 0 210,723 160% 100% 100% 9,288,045 9,288,025 9,288,025 20 0 210,743 148% 100% 100% 9,288,045 9,286,213 9,286,213 1,832 0 212,575 128% 100% 100% 9,845,327 9,843,775 9,843,775 1,552 0 214,128 115% 100% 100% 9,845,327 9,841,488 9,841,488 3,840 0 217,968 95% 100% 100% 10,436,047 10,431,663 10,431,663 4,385 0 222,352 80% 100% 100% 10,436,047 10,433,588 10,433,588 2,460 0 224,812 61% 100% 100% 11,062,210 11,060,638 11,060,638 1,572 0 226,385 45% 100% 100% 11,062,210 11,060,613 11,060,613 1,597 0 227,982 27% 100% 100% 11,725,943 11,723,056 11,723,056 2,886 230,868 0 0% 100% 100% _________ _________ _________ _________ _________ _________ _________ 333,579,631 50,591,000 234,381,402 284,972,402 3,890,000 44,717,229 32,545,229 [CJan3018 20nrspC] [CJan3018 36ig20C] 1/30/2018 C G@PMD#1-7 Fin Plan 18 Master NR LF FP SP+2036 Refg Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 3 __________ __________ __________ __________ __________ 76,178,680 4,570,721 238,519,085 14,311,145 333,579,631 [*] The Districts may also levy up to 20.00 Mills for Operations & Maintenance + 10.00 Mills for the Overlay District Project Mill Levy 1/30/2018 C G@PMD#1-7 Fin Plan 18 Master NR LF FP SP+2036 Refg Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 2 500 0 500 Feet 500 ST BOX CULVERT ST STORM DRAIN LINE D FIGURE 4 OF 6 NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. ( IN FEET ) 1 inch = ft. 500 0 500 Feet 500 GATEWAY AT PROSPECT METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS COLORADO E NGINEER ING N O R T H E RN DESCRIPTION DRAWN BY DATE PROJECT 892-001 DRAWN BY SCALE EXHIBIT B. Ruch DATE January 31, 2018 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com LEGEND: SS SEWER LINE - 10 INCH PVC. ALL SEWER TO BE OWNED AND MAINTAINED BY BOXELDER SANITATION DISTRICT. SEWER LINE - 8 INCH PVC. ALL SEWER TO BE OWNED AND MAINTAINED BY BOXELDER SANITATION DISTRICT. SS SS SEWER LINE - 27 INCH PVC. ALL SEWER TO BE OWNED AND MAINTAINED BY BOXELDER SANITATION DISTRICT. SUBDRAIN - 8 INCH HDPE. ALL SUBDRAINS TO BE OWNED AND MAINTAINED BY METRO DISTRICT. SD D FIGURE 3 OF 6 NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. ( IN FEET ) 1 inch = ft. 500 0 500 Feet 500 northernengineering.com LEGEND: WATER LINE - 12 INCH PVC. ALL WATER TO BE OWNED AND MAINTAINED BY ELCO WATER DISTRICT. W WATER LINE - 10 INCH PVC. ALL WATER TO BE OWNED AND MAINTAINED BY ELCO WATER DISTRICT. W WATER LINE - 8 INCH PVC. ALL WATER TO BE OWNED AND MAINTAINED BY ELCO WATER DISTRICT. W D FIGURE 2 OF 6 NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. ( IN FEET ) 1 inch = ft. 500 0 500 Feet 500 12/01/2061 7,340,000 4.250% 1,284,137.50 8,624,137.50 9,908,275.00 06/01/2062 1,128,162.50 1,128,162.50 12/01/2062 8,245,000 4.250% 1,128,162.50 9,373,162.50 10,501,325.00 06/01/2063 952,956.25 952,956.25 12/01/2063 8,595,000 4.250% 952,956.25 9,547,956.25 10,500,912.50 06/01/2064 770,312.50 770,312.50 12/01/2064 9,590,000 4.250% 770,312.50 10,360,312.50 11,130,625.00 06/01/2065 566,525.00 566,525.00 12/01/2065 10,000,000 4.250% 566,525.00 10,566,525.00 11,133,050.00 06/01/2066 354,025.00 354,025.00 12/01/2066 16,660,000 4.250% 354,025.00 17,014,025.00 17,368,050.00 122,490,000 119,391,850.00 241,881,850.00 241,881,850.00 9 Net Available Net Debt Net Debt Net Debt Net Debt Funds on Hand* Surplus 50% D/A Surplus Assessed Act'l Value & 0.0 U.R.A. Mills & 0.0 U.R.A. Mills for Debt Svc Service Service Service Service Used as Source to $12,249,000 $12,249,000 Target Ratio Ratio & Sales PIF Revs & Sales PIF Revs 0 n/a 0 n/a n/a 0% 0% 0 n/a 0 n/a n/a 0% 0% 0 n/a 0 n/a n/a 0% 0% 0 n/a 0 0% 0% 0% 0% 12,035 n/a 0 0% 0% 0% 0% 172,528 $0 0 172,528 172,528 291% 44% 0% 0% 643,114 0 0 643,114 0 815,642 223% 35% 0% 0% 839,845 0 0 839,845 0 1,655,486 152% 28% 0% 0% 1,228,639 0 0 1,228,639 0 2,884,125 120% 24% 0% 0% 1,553,615 1,801,250 1,801,250 (247,635) 0 2,636,490 96% 21% 86% 86% 1,939,549 1,816,250 $0 1,816,250 123,299 0 2,759,789 160% 38% 107% 107% 2,256,755 1,815,500 0 1,815,500 441,255 0 3,201,044 142% 34% 124% 124% 2,542,846 1,924,750 0 1,924,750 618,096 0 3,819,141 131% 31% 132% 132% 2,746,600 1,928,500 0 1,928,500 818,100 0 4,637,241 116% 28% 142% 142% 3,103,313 2,041,750 1,669,500 3,711,250 (607,937) 0 4,029,304 105% 26% 84% 84% 3,420,250 2,044,000 1,669,500 3,713,500 (293,250) 0 3,736,054 94% 24% 92% 92% 3,776,107 2,165,500 1,669,500 3,835,000 (58,893) 0 3,677,161 89% 22% 99% 99% 3,958,558 2,165,250 1,669,500 3,834,750 123,808 0 3,800,969 80% 20% 103% 103% 4,381,357 2,294,000 1,669,500 $0 3,963,500 $4,210,000 (3,792,143) 0 8,826 139% 36% 111% 111% 4,568,919 [Ref'd by Ser. '33] [Ref'd by Ser. '33] 3,904,369 3,904,369 664,551 0 673,377 127% 33% 117% 117% 5,003,725 5,205,825 5,205,825 (202,100) 0 471,277 123% 33% 96% 96% 5,161,522 5,205,825 5,205,825 (44,303) 0 426,974 115% 31% 99% 99% 5,533,570 5,530,825 5,530,825 2,745 0 429,720 115% 31% 100% 100% 5,533,570 5,532,013 5,532,013 1,558 0 431,277 108% 30% 100% 100% 5,865,585 5,862,563 5,862,563 3,022 0 434,299 107% 29% 100% 100% 5,865,585 5,863,450 5,863,450 2,135 0 436,434 101% 28% 100% 100% 6,217,520 6,213,063 6,213,063 4,457 0 440,891 100% 27% 100% 100% 6,217,520 6,216,525 6,216,525 995 0 441,886 93% 25% 100% 100% 6,590,571 6,587,863 6,587,863 2,708 0 444,594 92% 25% 100% 100% 6,590,571 6,586,350 6,586,350 4,221 0 448,815 85% 23% 100% 100% 6,986,005 6,982,075 6,982,075 3,930 0 452,745 84% 23% 100% 100% 6,986,005 6,983,038 6,983,038 2,967 0 455,712 78% 21% 100% 100% 7,405,165 7,400,175 7,400,175 4,990 0 460,702 76% 21% 100% 100% 7,405,165 7,400,638 7,400,638 4,528 0 465,230 70% 19% 100% 100% 7,849,475 7,846,213 7,846,213 3,263 0 468,493 67% 18% 100% 100% 7,849,475 7,847,775 7,847,775 1,700 0 470,193 61% 17% 100% 100% 8,320,444 8,318,175 8,318,175 2,269 0 472,462 59% 16% 100% 100% 8,320,444 8,317,225 8,317,225 3,219 0 475,681 53% 14% 100% 100% 8,819,670 8,818,838 8,818,838 833 0 476,513 50% 14% 100% 100% 8,819,670 8,816,338 8,816,338 3,333 0 479,846 44% 12% 100% 100% 9,348,851 9,344,913 9,344,913 3,938 0 483,784 41% 11% 100% 100% 9,348,851 9,346,613 9,346,613 2,238 0 486,022 35% 10% 100% 100% 9,909,782 9,907,475 9,907,475 2,307 0 488,329 32% 9% 100% 100% 9,909,782 9,908,275 9,908,275 1,507 0 489,836 26% 7% 100% 100% 10,504,369 10,501,325 10,501,325 3,044 0 492,879 22% 6% 100% 100% 10,504,369 10,500,913 10,500,913 3,456 0 496,335 17% 5% 100% 100% 11,134,631 11,130,625 11,130,625 4,006 0 500,341 12% 3% 100% 100% 11,134,631 11,133,050 11,133,050 1,581 0 501,921 7% 2% 100% 100% 11,802,708 11,801,525 11,801,525 1,183 0 503,105 0% 0% 100% 100% _________ _________ _________ _________ _________ _________ _________ _________ 268,083,259 19,996,750 8,347,500 235,013,869 263,358,119 4,210,000 503,105 0 [EJan3118 23nrspE] [EJan3118 28nrspE] [EJan3118 36igrfE] [*] Estimated balance (tbd). 1/31/2018 E SWPI25MD Fin Plan 18 C NR LF FP SP+2036 Refg Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 3 ______ __________ __________ __________ __________ __________ __________ __________ 00 1,112,000 150 560,858,859 252,908,735 15,174,524 268,083,259 [*] The Districts may also levy up to 20.00 Mills for Operations & Maintenance + 10.00 Mills for the Overlay District Project Mill Levy 1/31/2018 E SWPI25MD Fin Plan 18 C NR LF FP SP+2036 Refg Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 2 FIR IRRIGATION SYSTEM. LEGEND: NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. NON-POTABLE IRRIGATION LINE - ALL LINES ARE 8" PVC. IRR TO BE OWNED AND MAINTAINED BY METRO DISTRICT. 24" RCP STORM DRAIN LINE ST DIRECTION OF CONVEYANCE DETENTION AREA 24" CMP STORM DRAIN LINE CMP STORM DRAINAGE MAP D FIGURE 4 OF 6 NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. 48" RCP STORM DRAIN LINE ST GREELEY: 820 8th Street, 80631 970.221.4158 northernengineering.com 1" = 600' LEGEND: SS SEWER LINE - 12 INCH PVC. ALL SEWER TO BE OWNED AND MAINTAINED BY BOXELDER SANITATION DISTRICT SEWER LINE - 8 INCH PVC. ALL SEWER TO BE OWNED AND MAINTAINED BY BOXELDER SANITATION DISTRICT SS SUBDRAIN - 8 INCH HDPE. ALL SUBDRAINS TO BE OWNED AND MAINTAINED BY THE METRO DISTRICT. SD SANITARY SEWER & SUBDRAIN MAP D FIGURE 3 OF 6 NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. WATER LINE - 12 INCH PVC. ALL WATER TO BE OWNED AND MAINTAINED BY ELCO WATER DISTRICT. W WATER LINE - 8 INCH PVC. ALL WATER TO BE OWNED AND MAINTAINED BY ELCO WATER DISTRICT. W D FIGURE 2 OF 6 NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. FUTURE