Loading...
HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 10/01/2019 - ITEMS RELATING TO THE NORTHFIELD METRO DISTRICT NOAgenda Item 12 Item # 12 Page 1 AGENDA ITEM SUMMARY October 1, 2019 City Council STAFF Josh Birks, Economic Health Director John Duval, Legal SUBJECT Items Relating to the Northfield Metro District Nos. 1 through 3 Consolidated Service Plan. EXECUTIVE SUMMARY A. Resolution 2019-101 Reconsidering, Rehearing and Approving the Consolidated Service Plan for Northfield Metropolitan District Nos. 1-3. B. Resolution 2019-102 Making Findings, Determinations and Conclusions Denying on Rehearing the Consolidated Service Plan for Northfield Metropolitan District Nos. 1-3. The purpose of this item is for City Council to consider on rehearing approval of the Northfield Metropolitan District Nos. 1 through 3 Consolidated Service Plan (the “Service Plan”) or, alternatively, to deny the Service Plan on rehearing. Resolution 2019-101 is what Council should adopt to approve the Service Plan. Resolution 2019-102 is what Council should adopt to deny the Service Plan. If Resolution 2019-102 is adopted to deny the Service Plan, Council should also decide in Section 5 of the Resolution what its reasons are for denial on the basis of non-compliance with the Council’s current Metro District Policy (Policy). The Policy contemplates that only Service Plans that provide “extraordinary public benefits that align with the goals and objectives of the City” are favored for approval. The developer of the proposed Northfield Development has submitted the Service Plan to support the proposed development of approximately 56 acres located north of Vine Street on the west side of Lindenmeier Road/Lemay Avenue (southeast of the Lake Canal and north of the to-be designated historic Alta Vista neighborhood). The development is anticipated to include 442 residential units and a mixed-use center that will offer light commercial use on the first floor, residential for-rent units on the second floor, and small amenities open to the public. The project has committed to provide approximately 15 percent for-sale affordable housing units. A Mill Levy Cap of 50.00 mills has been proposed under the Service Plan to support the project. As per the Council’s Metro District Policy, proceedings for a public hearing for a Metro District Service Plan public hearing are as follows: 1. Announcement of item 2. Consideration of any procedural issues 3. Explanation of the application by City staff 4. Presentation by the applicant (suggested time: 15 minutes) 5. Public testimony regarding the application 6. Rebuttal testimony by the applicant (suggested time: 10 minutes) 7. Councilmember questions of City staff and the applicant 8. Motion, discussion and vote by City Council. The public hearing for this Service Plan was previously noticed in accordance with Council’s Metro District Policy to be conducted at Council’s August 20, 2019, meeting. However, Council voted at that meeting, as Agenda Item 12 Item # 12 Page 2 authorized in Section 2.c. of the Council’s Rules of Procedure, to continue this matter to the Council’s next regular meeting, which is this September 3, 2019, meeting. The applicant mailed on August 22, 2019, notice of this continuance to the fee-title owners of property within the proposed Districts and published this notice in the Coloradoan on August 24, 2019. At its September 3, 2019 meeting, the Council adopted a motion to again continue the hearing, rescheduling the hearing for the September 17, 2019 meeting. At its September 17, 2019, meeting, City Council voted to deny approval of the Service Plan. However, at its September 24, 2019, meeting, City Council voted to reconsider and re-hear the application, which was scheduled for this October 1, 2019 meeting. STAFF RECOMMENDATION Staff recommends adoption of the Resolution. BACKGROUND / DISCUSSION NOTE: Highlight indicates updated public benefits information from the latest version of the submitted Service Plan. City Council raised several questions as a result of the motion to reconsider the Service Plan. Answers to these questions will be provided in a read-before memo on October 1, 2019. Council’s Discretion under its Policy The Council’s Metro District Policy contemplates that Council will consider favorably those metro district service plans that will “deliver extraordinary public benefits.” However, the Policy also provides that approval of service plans is within the Council’s sole discretion. In the exercise of that discretion, the Council may reject, approve, or conditionally approve service plans on a case-by-case basis. The Council therefore retains under the Policy the full authority to determine whether the proposed “extraordinary public benefits” proposed under a particular service plan are sufficient. Project Overview Landmark Homes is proposing a residential community situated within walking distance of the City’s Old Town. The Planned Development incorporates goals of the following plans: City Plan, Transportation Master Plan, Master Street Plan, Nature in the City Strategic Plan, Natural Areas Master Plan, Paved Recreational Trail Master Plan, Northside Neighborhoods Plan, Pedestrian Plan, and Bicycle Master Plan. The proposed Northfield Metro District Nos. 1 through 3 (the “Metro Districts”) will support 56 acres of planned development located north of Vine Street on the west side of Lindenmeier Road/Lemay Avenue (southeast of the Lake Canal and north of the to-be designated historic Alta Vista neighborhood). (Attachment 1) The project anticipates constructing: • Approximately 442 residential units (a mix of single-family and multi-family). • Minimum of 14.7% affordable (65 units) either for-sale or for-rent units. • The affordable for-sale units will be offered at an AMI of 80% or lower. The affordable for-rent units will be offered at rents at or below 80% of Area Median Income (“AMI”) with the average of all rents at or below 60% AMI. • The remaining housing units in the project are expected to be priced in an attainable range, considered by other cities to be between 80% and 120% of AMI. Agenda Item 12 Item # 12 Page 3 Table 1 Proposed Unit Pricing Residential Units (2019-2025) Housing Type # Units Price Brownstones 139 $388,518 Flats 180 359,040 Value Condo 16 316,200 Stacked Condo 40 306,714 Deed Restricted Condo 65 265,200 Studio Rental 2 200,000 Total/Average 442 $347,504 • A mixed-use center that will offer light commercial use on the first floor, residential for-rent units on the second floor, and small amenities open to the public. Table 2 Commercial Building Space Pricing Commercial (2022) Type Sq Ft Price Retail 2,679 $225 Total $602,775 • An enhanced setback from the Lake Canal Wetlands to further protect them from new development; and • On-site Regional Trail as well as the off- site pedestrian connection for the northeastern portion up to the intersection at Lemay Avenue and Conifer Street. Council Finance Review Follow-Up On July 15, 2019, the Council Finance Committee reviewed the proposed Consolidated Service Plan for Metro Districts. The Committee requested additional information on a few items: • Affordable Housing - How does the City ensure the Metro District will provide affordable housing? Below are some of the manners in which housing could be delivered, however, the list is not exhaustive: o Traditional Delivery - Existing affordable housing providers could construct units within the district using their traditional funding approaches. These units would need to be rented or sold at a price point that complies with the City’s policy. The monthly cost to the user would be no different within the district than outside the district. Therefore, the housing provider would need to identify and obtain additional subsidy to cover the resulting lower sales price for a unit that will cost the same inside and outside of a District. o Land Trust - A developer could elect to transfer or sell affordable housing lots to a Land Trust operating in the City. The Land Trust, typically a non-profit, would then reduce the tax burden to the occupant by removing 25 to 30 percent of property value associated with land. In addition, a Land Trust would also have to price units following the same principles - meaning that the net cost to the occupant would be consistent inside and outside a district. o Land Bank - A developer could elect to sell a portion of their property to the City’s land bank program at a market or discounted rate. These units would need to be rented or sold at a price point that complies with the City’s policy. The monthly cost to the user would be no different within the district than outside the district. Agenda Item 12 Item # 12 Page 4 The Economic Health Office understands the concern with the reservation of lots for affordable housing. Staff is looking into options for ensuring the building of affordable housing units and whether reservations or some alternative method will better achieve this goal. • How will the solar in the Metro District be managed? o Utilities is working on the analysis and management of solar within the system. As part of the broader system, staff is coordinating a work plan and schedule for the development of a distributed energy resources roadmap with the Energy Board and community stakeholders. The work plan will maintain alignment with proposed updates to the Energy Policy, Climate Action Plan Framework and Platte River Integrated Resources Plan. o Utilities is planning to incorporate “smart” inverter capabilities into our solar interconnection guidelines (for all installations). These capabilities will initially enable Utilities to prescribe settings, which will limit potential negative impacts of too much solar in specific areas. In the future, the inverters may allow Utilities to dynamically control settings which will support the electric distribution system. On September 3, 2019, the Council requested additional information on a few items: • Are Metro District accelerating the pace of development in Fort Collins? o The demand for housing in Fort Collins, specifically for attainable housing units, exists with or without a Metro District. A single Metro District itself will have minimal impact on the pace of development, especially in an area where development would naturally occur based on the demand for housing. o Northfield is building at a density of eight units per acre, lower than the allowed density of 12 units per acre. o Compared to a “code built”, non-Metro District development, the Northfield Metro District is anticipated to have a lower environmental impact based on the environmental public benefits they will implement, thereby helping the City reach its CAP goals. • Will including amenities such as a pool impact the price of properties across the community? o Northfield is including a pool and clubhouse in their development, however, these amenities are not unique to developments in Fort Collins and we don’t believe it will have an impact to overall housing prices in the surrounding neighborhood or City housing prices on the whole. Service Plan Overview Under Landmark Homes’ proposed Service Plan, the Metro Districts would be used to construct critical public infrastructure and other site costs reducing the overall development costs. Staff has reviewed the Service Plan and determined that it includes all the information required by Section 32- 1-202(2) of the Colorado Revised Statutes. The required information is: Agenda Item 12 Item # 12 Page 5 (a) A description of the Districts’ proposed services; (b) A financial plan showing how the proposed services are to be financed, including the proposed operating revenue derived from property taxes for the first budget year of the Districts; (c) All proposed indebtedness for the Districts displayed together with a schedule indicating the year or years in which the debt is scheduled to be issued; (d) A preliminary engineering or architectural survey showing how the proposed services are to be provided; (e) A map of the proposed Districts’ boundaries and an estimate of the population and valuation for assessment of the proposed Districts; (f) A general description of the facilities to be constructed and the standards of such construction, including a statement of how the facility and service standards of the proposed Districts will be compatible with the City’s facility and service standards; (g) A general description of the estimated cost of acquiring land, engineering services, legal services, administrative services, initial proposed indebtedness and estimated proposed maximum interest rates and discounts, and other major expenses related to the organization and initial operation of the Districts; and (f) A description of any arrangement or proposed agreement with any political subdivision for the performance of any services between the proposed Districts and such other political subdivision, and, if the form contract to be used is available, it shall be attached to the Service Plan. The Service Plan calls for the creation of three Metro Districts working collaboratively to deliver the proposed Northfield development. The phased development is anticipated to occur over the next nine plus years and support an estimated population of 1,139. A few highlights about the proposed Service Plan, include: • Assessed Value - Estimated to be approximately $13.3 million in 2029 at full build-out • Aggregate Mill Levy - 50 mills, subject to Gallagher Adjustments • Debt Mill Levy - 40 mills, may not be levied until an approved development plan or intergovernmental agreement has been executed that delivers the pledged public benefits • Operating Mill Levy - Up to an additional 10 mills (aggregate mill levy 50 mills) to fund several on-going operations, such as but not limited to: (a) a non-potable irrigation system, and (b) road infrastructure. Once a District imposes a Debt Mill Levy, such District’s Operating Mill Levy cannot exceed ten (10) mills at any point. • Maximum Debt Authorization - Anticipated to be approximately $16 million to cover a portion of the estimated $30 million in project costs • Regional Mill Levy - The Regional Mill Levy of 5 mills shall not be counted against the Aggregate Mill Levy Maximum Public Improvements The Service Plan anticipates using the Debt Mill Levy to support the issuance of bonds in the maximum amount of $16 million to fund all or a portion of the following $30 million in public improvements (details available in Exhibits D and G of the Service Plan): • Earthwork and Grading - Approximately $5.4 million in earthwork and site preparation costs associated with the proposed project. • Roadway Improvements - Approximately $6.4 million in total costs to construct asphalt infrastructure for streets and parking on the project, including Suniga arterial (costed at $2.5M). • Potable Water Improvements - Approximately $0.6 million in costs to construct potable water infrastructure supporting the project. Agenda Item 12 Item # 12 Page 6 • Sanitary Sewer Improvement - Approximately $1.3 million constructing the sanitary sewer infrastructure, including upsizing, both on-site ($0.7M) and off-site ($0.6M) for the project • Storm Sewer Improvements - Approximately $1.9 million in costs to construct the main storm sewer system and infrastructure for the project. • Open Space/Landscaping - Approximately $4.0 million in costs for Regional Trail construction, neighborhood park development, development of clubhouse/pool, and other landscaping • Miscellaneous / Amenity - Approximately $5.5 million in miscellaneous costs associated with the project, such as engineering, inspection, and administrative costs, plus a 20% contingency estimate of $5.1 million. The subtotal for basic costs associated with public improvements through the Metro Districts is approximately $20.3 million (previously $19.6); non-basic costs are approximately $9.8 million (previously $10.5) which brings the project to an approximate total of $30.1 million. Public Benefits As required by the City Council’s current Metro District Policy (Metro District Policy), the Service Plan will deliver several extraordinary development outcomes that support several public benefits. A general list of benefits and, where available, their estimated value is described below (details in Exhibit G of the Service Plan): Agenda Item 12 Item # 12 Page 7 Table 3 Northfield Metro District Public Benefits Evaluation Agenda Item 12 Item # 12 Page 8 Affordable Housing - The financing and reimbursement options created by the Metropolitan Districts will enable the Northfield project to deliver a minimum of 65 units or 14.7% of the total project at affordable rates. These units will be delivered under the following guidelines: o A minimum of 65 (14.7%) for-sale affordable units offered at a price affordable of 80% AMI and/or for- rent affordable units offered at rents at or below 80% AMI with the average of all rents at or below 60% AMI. o Landmark has a signed LOI with Mercy Housing, a very well established affordable, for-rent multifamily builder that has projects around the nation. o Enforceability: The affordable units shall be secured through one of the mechanisms described below (or through any other mechanism agreed upon in writing between the City and the Developer) prior to receipt from the City of a building permit for more than fifty percent (50%) of the total number of dwelling units authorized under the approved development plan. ➢ Construction of the affordable units by the Developer, but only those Developer-constructed affordable units for which the City has issued a certificate of occupancy will be counted toward the satisfaction of the total number of affordable units needed. ➢ Sale of lots for the affordable units by the Developer to a non-profit or for-profit builder who will contractually guarantee to the City that the builder will only build affordable units on the those lots. At the time such sale is closed and the contractual guarantee has been provided to the City to its satisfaction, the number of housing units approved for construction on such lots shall count toward the number of affordable units needed. o Units will be deed restricted for at least 20 years. • Environmental Sustainability o Energy Conservation  Solar - Northfield plans to include solar panels on all units. These buildings will feature a photovoltaic system that will produce at least 1kW of power for each unit. Thus, a 12-unit building will have roughly 12kW of solar panels. (previously, solar only on the condo units.)  EV Chargers - Northfield will also deliver a 240V outlet in every garage to provide a place for the electric vehicle fast-charging stations and further encourage residents to drive eco-friendly cars.  LEED Gold Certification - Northfield has committed to construct all 442 units, including the affordable housing units, to meet LEED Gold certification. LEED measures nine key areas that ensure the entire community, beyond just the individual homes, are meeting and exceeding green materials and practices. These nines areas are sustainable sites, water efficiency, energy and atmosphere, materials and resources, indoor environmental quality, location and linkages, awareness and education, innovation in design, and regional priority. Northfield has engaged the environmental group The Green Insight to help achieve this certification and will be responsible for the inspections throughout the building process to ensure Northfield receives the LEED Gold certifications.  HERS Rating Commitment - All the homes will commit to HERS ratings ranging from 35 to 49 (previously 49 to 55) compared to the average Fort Collins HERS ratings of new home ranging from 58 to 62. Increased energy efficient building materials and methods were considered to increase the energy efficiency of the homes. According to the HERS index, these homes in Northfield will be 51-65% (previously 45-51%) more energy efficient than a standard new home and 81-95% (previously 75-81%) more efficient than the average resale home. The HERS ratings are incorporated into the LEED scores and are part of the entire LEED Gold certification and standard. Landmark will contract with a green energy consultant to ensure the buildings are constructed according to energy efficient standards and that official HERS scores are certified upon completion.  Energy Recovery Ventilator (ERV) Systems – – An ERV system will also be installed on every market rate unit to improve air quality inside the homes. When homes get very tight due to efficient construction techniques, the air inside can get stagnant. The ERV system helps bring in fresh outside air and condition it to the inside temperature through an energy efficient recovery core. Agenda Item 12 Item # 12 Page 9 o Environmental Conservation - The project provides an enhanced setback from the Lake Canal Wetlands to further protect them from new development. The connections over Lake Canal will be constructed with low impact box culverts and abide by and exceed Army Core of Engineers standards for historic protected wetlands. Landscaped areas will focus on low-water usage designs. Initial hydro- zone calculations indicate Northfield will use 6.87 (previously 7.63) gallons of water per square foot, well below the City’s limit of 15 gallons of water per square foot. • Off-Site Sewer Improvements - Northfield plans to replace and upsize the sewer line from Vine Drive, around Alta Vista, and along a portion of Lemay Avenue. It is not clear at this early stage whether the developer or the district will contract for construction of the upsizing, but they will seek reimbursement from the city for the upsized portion. • Regional Trail - Rather than simply designating an on-site easement for the future trail construction by the City, Northfield plans to finance and deliver the on-site Regional Trail as well as the off-site pedestrian connection for the northeastern portion up to the intersection at Lemay Avenue and Conifer Street. • Community Gateway - Northfield will promote the City’s objective of preserving and enhancing historic resources. The southeastern edge of Northfield borders the to-be-designated historic Alta Vista neighborhood. To blend the transition to new development and pay homage to the neighborhood’s history, Northfield will feature an Interpretive Historical Park and Gateway Features bordering Alta Vista. These additions were developed in collaboration with neighbors in the Alta Vista neighborhood and would provide an extraordinary benefit to the City as a whole. • Economic Health Outcomes - Northfield is located within walking and/or biking distance to some of the largest employment hubs in the City, including City of Fort Collins Municipal Offices, Colorado State University, Woodward, and New Belgium Brewing. Northfield's proximity to these hubs and affordable and its attainable price points set the project apart from other recent residential developments in Fort Collins. Through Northfield, the City will gain high-quality, attainable housing near the City’s economic and cultural core, helping reduce congestion in the City and provide workforce housing. Policy Comparison The conceptual use of a Metro District at Northfield complies with the City’s existing policy. Northfield Proposal Mulberry Waterfield Montava Current Policy Mill Levy Caps 50 Mills 50 Mills 50 Mills 60 Mills 50 Mills Basic Infrastructure Partially Partially Partially Partially To enable public benefit Eminent Domain Will Comply Will Comply Will Comply Will Comply Prohibited Debt Limitation Will Comply Will Comply Will Comply Will Comply 100% of Capacity Dissolution Limit Ongoing for O&M Ongoing for O&M Will Comply Will Comply 40 years (end user refunding exception) Citizen Control Will Comply Will Comply Will Comply Will Comply As early as possible Multiple Districts Yes Yes Yes Yes Projected over an extended period Commercial/ Residential Ratio Residential and Commercial Residential and Commercial 100% Residential Mixed Use N/A Performance Assurances The proposed Service Plan prohibits the issuance of any debt or imposition of the debt mill levy or fees to pay debt unless and until the delivery of the Public Benefits are secured for each development phase of the project in a manner that is approved by City Council, as outlined in the February 2019 updated City Metro District Policy. This requirement can be satisfied by one or both of the following methods, as applicable: • Intergovernmental Agreement - For any of the Public Benefits to be provided by one or more of the Metro Districts, each such District must enter into an intergovernmental agreement with the City agreeing to provide those Public Benefits as a legally enforceable multiple-fiscal year obligation of the District under Agenda Item 12 Item # 12 Page 10 TABOR or by securing performance of that obligation with a surety bond, letter of credit or other security acceptable to the City and all such intergovernmental agreements must be approved by the City Council by resolution; • Approved Development Plan - For any of the Public Benefits to be provided by one or more Developers of the Planned Development, each such Developer must enter into a development agreement with the City under the Developer’s applicable Approved Development Plan, which agreement must legally obligate the Developer to provide those Public Benefits before the City is required to issue building permits and/or certificates of occupancy for structures to be built under the Approved Development Plan for that phase of the Planned Development or to secure such obligations Public Benefits and Triple Bottom Line The Metro District Policy supports the formation of a metro district regardless of development type when a District delivers extraordinary public benefits. The public benefits should be: (1) aligned with the goals and objectives of the City whether such extraordinary public benefits are provided by the metro district or by the entity developing the metro district because metro districts exist to provide public improvements; and (2) not be practically provided by the City or an existing public entity, within a reasonable time and on a comparable basis. The Service Plan for the Northfield Project delivers several proposed policy outcomes. (Attachment 3) Triple Bottom Line - Scan An interdisciplinary staff team prepared a Triple Bottom Line Scan (TBL Scan) of the proposed Service Plan. (Attachment 4) The net analysis is generally neutral to slightly positive. Note that the TBL Scan is not for the development itself, but for the difference between the Metro District benefits and a non-Metro District development. The highlights are provided below: • Economic - The proposed affordable housing is expected to have a positive impact on retaining and attracting talent to strengthen our local labor force for employers. The pricing of the remaining homes at 80-120% of AMI meets the community’s needs for housing at that income level. Northfield is located within walking and/or biking distance to some of the largest employment hubs. • Environmental - Some benefit is expected from the proposed solar, but overall the proposed environmental public benefits were interpreted as weak by staff under the current proposal. Additional clarity is needed to assess any improved benefit. However, the applicant completed additional HERs testing after the TBL Scan was completed, and the positive results of the testing are not included in the Triple Bottom Line Report. • Social - This area is expected to have the most positive impact due to the commitments to affordable housing. Financial Assessment Utilizing the District’s Financial Plan, the City reviewed the Financial Plan in partnership with Economic & Planning Systems. (Attachment 5) The review concluded the following: • The proposed mill levies are in line with the City’s policy. • The market values used in the public revenue estimates are reasonable. • EPS expressed concern about residential absorption of Northfield in the context of other new North College developments: Waterfield, Water’s Edge, and Montava. • EPS found it difficult to assess if there would be “extraordinary benefits” with the following: clubhouse and swimming pool, allowed density/more open space, and increased landscaped area. Basic Infrastructure and Public Benefit The Metro District Policy allows a metro district to fund “basic infrastructure”, that which is typically expected to be provided by a developer (both in type and magnitude), when the inclusion of “basic” infrastructure offsets Agenda Item 12 Item # 12 Page 11 higher costs associated with extraordinary development outcomes that cannot directly be provided by a metro district (Defined in Exhibit A of the Metro District Policy, e.g., rooftop solar, affordable housing, etc.). The Developer has identified an estimated $18.7 million in public benefits which are outlined in Table 3. After reviewing the Service Plan, estimated public benefits, and the Maximum Debt Authorization of $16 million, staff recommends approval of the Service Plan. Estimated Property Taxes Table 4 Annual Tax Levied on Residential Property with $300,000 Actual Value within the District (Assuming Maximum District Mill Levy) Taxing Entity Mill Levies (2018) Annual tax levied Northfield Metropolitan District No. 50.00 $1,080.00 Poudre R-1 General Fund 40.30 $870.48 Larimer County 22.40 $483.90 Poudre R-1 Bond Payment 12.33 $266.33 City of Fort Collins 9.80 $211.62 Poudre River Public Library District 3.00 $64.80 Health District of Northern Larimer County 2.17 $46.81 Northern Colorado Water Cons. District 1.00 $21.60 Larimer County Pest Control District 0.14 $3.07 TOTAL: 141.14 $3,048.61 Applicant Supplied Materials The applicant requesting consideration of the Service Plan has submitted a PowerPoint presentation for Council’s review. (Attachment 8) CITY FINANCIAL IMPACTS The proposed Service Plan will not have an impact on the City’s financials. The applicant has paid the fees required under the City’s Metro District Policy, which fees are designed to offset the cost of staff and outside consultant and legal review. In addition, the proposed Service Plan includes a requirement that the following notice be included in all debt issued by the Districts: “By acceptance of this instrument, the owner of this Debt agrees and consents to all of the limitations with respect to the payment of the principal and interest on this Debt contained herein, in the resolution of the District authorizing the issuance of this Debt and in the Service Plan of the District. This Debt is not and cannot be a Debt of the City of Fort Collins.” ATTACHMENTS 1. Vicinity Map (PDF) 2. Comparison of September 17 Service Plan with Current Version (PDF) 3. Triple Bottom Line Summary (PDF) 4. EPS Northfield Metro District Review (PDF) 5. Combined Vicinity Map (PDF) 6. Northfield September 25, 2019 PowerPoint Presentation (PDF) 7. PowerPoint Presentation (PDF) PROPOSED NORTHFIELD METRO DISTRICT N W E S DRAWN BY DATE SCALE (H) HDS PROJ SHEET OF NORTHFIELD VICINITY MAP 04/30/2019 1" = 1000' KRB 18-1000-00 EXHIBIT C 1 1 0 SCALE: 1" = 1000' 500 1000 ATTACHMENT 1 CONSOLIDATED SERVICE PLAN FOR NORTHFIELD METROPOLITAN DISTRICT NOS. 1-3 CITY OF FORT COLLINS, COLORADO Prepared by: WHITE BEAR ANKELE TANAKA & WALDRON 2154 E. Commons Ave., Suite 2000 Centennial, CO 80122 Submitted On: August 7, 2019 Approved on: [__________________] ATTACHMENT 2 i TABLE OF CONTENTS I. INTRODUCTION .............................................................................................................. 1 A. Purpose and Intent................................................................................................... 1 B. Need for the Districts. ............................................................................................. 1 C. Objective of the City Regarding Districts’ Service Plan. ....................................... 2 D. City Approvals. ....................................................................................................... 2 II. DEFINITIONS .................................................................................................................... 2 III. BOUNDARIES AND LOCATION .................................................................................... 5 IV. DESCRIPTION OF PROJECT, PLANNED DEVELOPMENT, PUBLIC BENEFITS & ASSESSED VALUATION ................................................................................................ 6 A. Project and Planned Development. ......................................................................... 6 B. Public Benefits. ....................................................................................................... 6 C. Assessed Valuation. ................................................................................................ 8 V. INCLUSION OF LAND IN THE SERVICE AREA ......................................................... 8 VI. DISTRICT GOVERNANCE .............................................................................................. 8 VII. AUTHORIZED AND PROHIBITED POWERS ............................................................... 9 A. General Grant of Powers. ........................................................................................ 9 B. Prohibited Improvements and Services and other Restrictions and Limitations. ... 9 1. Eminent Domain Restriction....................................................................... 9 2. Fee Limitation ............................................................................................. 9 3. Operations and Maintenance..................................................................... 10 4. Fire Protection Restriction ........................................................................ 10 5. Public Safety Services Restriction ............................................................ 10 6. Grants from Governmental Agencies Restriction ..................................... 10 7. Golf Course Construction Restriction ....................................................... 10 8. Television Relay and Translation Restriction ........................................... 10 9. Potable Water and Wastewater Treatment Facilities ................................ 11 10. Sales and Use Tax Exemption Limitation ................................................ 11 11. Sub-district Restriction ............................................................................. 11 12. Privately Placed Debt Limitation .............................................................. 11 13. Special Assessments ................................................................................. 11 VIII. PUBLIC IMPROVEMENTS AND ESTIMATED COSTS ............................................. 12 A. Development Standards. ....................................................................................... 12 B. Contracting. ........................................................................................................... 13 ii C. Land Acquisition and Conveyance. ...................................................................... 13 D. Equal Employment and Discrimination. ............................................................... 13 IX. FINANCIAL PLAN/PROPOSED DEBT......................................................................... 14 A. Financial Plan........................................................................................................ 14 B. Mill Levies. ........................................................................................................... 14 1. Aggregate Mill Levy Maximum ............................................................... 14 2. Regional Mill Levy Not Included in Other Mill Levies ........................... 14 3. Operating Mill Levy ................................................................................. 15 4. Gallagher Adjustments.............................................................................. 15 5. Excessive Mill Levy Pledges .................................................................... 15 6. Refunding Debt ......................................................................................... 15 7. Maximum Debt Authorization .................................................................. 15 C. Maximum Voted Interest Rate and Underwriting Discount. ................................ 16 D. Interest Rate and Underwriting Discount Certification. ....................................... 16 E. Disclosure to Purchasers. ...................................................................................... 16 F. External Financial Advisor. .................................................................................. 16 G. Disclosure to Debt Purchasers. ............................................................................. 17 H. Security for Debt. .................................................................................................. 17 I. TABOR Compliance. ............................................................................................ 17 J. Districts’ Operating Costs. .................................................................................... 17 X. REGIONAL IMPROVEMENTS...................................................................................... 18 A. Regional Mill Levy Authority. ............................................................................. 18 B. Regional Mill Levy Imposition. ............................................................................ 18 C. City Notice Regarding Regional Improvements. .................................................. 18 D. Regional Improvements Authorized Under Service Plan. .................................... 18 E. Expenditure of Regional Mil Levy Revenues. ...................................................... 19 1. Intergovernmental Agreement .................................................................. 19 2. No Intergovernmental Agreement ............................................................ 19 F. Regional Mill Levy Term. .................................................................................... 19 G. Completion of Regional Improvements. ............................................................... 19 H. City Authority to Require Imposition. .................................................................. 19 I. Regional Mill Levy Not Included in Other Mill Levies. ...................................... 19 J. Gallagher Adjustment. .......................................................................................... 19 XI. CITY FEES ....................................................................................................................... 20 iii XII. BANKRUPTCY LIMITATIONS ..................................................................................... 20 XIII. ANNUAL REPORTS AND BOARD MEETINGS ......................................................... 20 A. General. ................................................................................................................. 20 B. Board Meetings. .................................................................................................... 20 C. Report Requirements. ........................................................................................... 20 1. Narrative ................................................................................................... 20 2. Financial Statements ................................................................................. 21 3. Capital Expenditures ................................................................................. 21 4. Financial Obligations ................................................................................ 21 5. Board Contact Information ....................................................................... 21 6. Other Information ..................................................................................... 21 D. Reporting of Significant Events. ........................................................................... 21 E. Failure to Submit................................................................................................... 22 XIV. SERVICE PLAN AMENDMENTS ................................................................................. 22 XV. MATERIAL MODIFICATIONS ..................................................................................... 22 XVI. DISSOLUTION ................................................................................................................ 23 XVII. SANCTIONS .................................................................................................................... 23 XVIII. INTERGOVERNMENTAL AGREEMENT WITH CITY .............................................. 24 XIX. CONCLUSION ................................................................................................................. 24 XX. RESOLUTION OF APPROVAL ..................................................................................... 24 iv EXHIBITS EXHIBIT A-1 Legal Description of District No. 1 Boundaries EXHIBIT A-2 Legal Description of District No. 2 Boundaries EXHIBIT A-3 Legal Description of District No. 3 Boundaries EXHIBIT B-1 District No. 1 Boundary Map EXHIBIT B-2 District No. 2 Boundary Map EXHIBIT B-3 District No. 3 Boundary Map EXHIBIT C Vicinity Map EXHIBIT D Public Improvement Cost Estimates EXHIBIT E Public Improvement Maps EXHIBIT F Financial Plan EXHIBIT G Public Benefits EXHIBIT H Disclosure Notice EXHIBIT I Form of 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, the Special District Act and other applicable State law. Except as may otherwise be provided by State law, City Code or this Service Plan, the Districts’ activities are subject to review and approval by the City Council only insofar as they are a material modification of this Service Plan under C.R.S. Section 32-1-207 of the Special District Act. It is intended that the Districts will provide all or part of the Public Improvements for the Project for the use and benefit of all anticipated inhabitants and taxpayers of the Districts. The primary purpose of the Districts will be to finance the construction of these Public Improvements by the issuance of Debt. It is also intended under this Service Plan that no District shall be authorized to issue any Debt, impose a Debt Mill Levy, or impose any Fees for payment on Debt unless and until the delivery of the applicable Public Benefits described in Section IV.B of this Service Plan has been secured in accordance with Section IV.B of this Service Plan. It is intended that this Service Plan also requires the Districts to pay a portion of the cost of the Regional Improvements, as provided in Section X of this Service Plan, as part of ensuring that those privately-owned properties to be developed in the Districts that benefit from the Regional Improvements pay a reasonable share of the associated costs. The Districts are not intended to provide ongoing operations and maintenance services except as expressly authorized in this Service Plan. It is the intent of the Districts to dissolve upon payment or defeasance of all Debt incurred or upon a court determination that adequate provision has been made for the payment of all Debt, except that if the Districts are authorized in this Service Plan to perform continuing operating or maintenance functions, the Districts shall continue in existence for the sole purpose of providing such functions and shall retain only the powers necessary to impose and collect the taxes or Fees authorized in this Service Plan to pay for the costs of those functions. It is intended that the Districts shall comply with the provisions of this Service Plan and that the City may enforce any non-compliance with these provisions as provided in Sections XVII and XVIII of this Service Plan. B. Need for the Districts. There are currently no other governmental entities, including the City, located in the immediate vicinity of the Districts that consider it desirable, feasible or practical to undertake the 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. 2 C. Objective of the City Regarding Districts’ Service Plan. The City’s objective in approving this Service Plan is to authorize the Districts to provide for the planning, design, acquisition, construction, installation, relocation and redevelopment of the Public Improvements from the proceeds of Debt to be issued by the Districts but in doing so, to also establish in the Service Plan the means by which the Regional Improvements and Public Benefits will be provided. Except as specifically provided in this Service Plan, all Debt is expected to be repaid by taxes and Fees imposed and collected for no longer than the Maximum Debt Mill Levy Imposition Term for residential properties and at a tax mill levy no higher than the Maximum Debt Mill Levy. Fees imposed for the payment of Debt shall be due no later than upon the issuance of a building permit. Debt which is issued within these parameters and, as further described in the Financial Plan, will insulate property owners from excessive tax and Fee burdens to support the servicing of the Debt and will result in a timely and reasonable discharge of the Debt. D. City Approvals. Any provision in this Service Plan requiring “City” or “City Council” approval or consent shall require the City Council’s prior written approval or consent exercised in its sole discretion. Any provision in this Service Plan requiring “City Manager” approval or consent shall require the City Manager’s prior written approval or consent exercised in the City Manager’s sole discretion. II. DEFINITIONS In this Service Plan, the following words, terms and phrases which appear in a capitalized format shall have the meaning indicated below, unless the context clearly requires otherwise: Aggregate Mill Levy: means the total mill levy resulting from adding a District’s Debt Mill Levy and Operating Mill Levy. A District’s Aggregate Mill Levy does not include any Regional Mill Levy that the District may levy. Aggregate Mill Levy Maximum: means the maximum number of combined mills the Districts may each levy for its Debt Mill Levy and Operating Mill Levy, at a rate not to exceed the limitation set in Section IX.B.1. Approved Development Plan: means a City-approved development plan or other land- use application required by the City Code for identifying, among other things, public improvements necessary for facilitating the development of property within the Service Area, which plan shall include, without limitation, any development agreement required by the City Code. Board or Boards: means the duly constituted board of directors of each 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 3 mill levy, Fees or other legally available revenue. Such terms do not include contracts through which a District procures or provides services or tangible property. City: means the City of Fort Collins, Colorado, a home rule municipality. City Code: means collectively the City’s Municipal Charter, Municipal Code, Land Use Code and ordinances as all are now existing and hereafter amended. City Council: means the City Council of the City. City Manager: means the City Manager of the City. C.R.S.: means the Colorado Revised Statutes. Debt Mill Levy: means a property tax mill levy imposed on Taxable Property within a District for the purpose of paying Debt as authorized in this Service Plan, at a rate not to exceed the limitations set in Section IX.B of this Service Plan. Developer: means a person or entity that is the owner of property or owner of contractual rights to property in the Service Area that intends to develop the property. District: means any of the following metropolitan districts: Northfield Metropolitan District No. 1, Northfield Metropolitan District No. 2 and Northfield Metropolitan District No. 3, as each are organized under and governed by this Service Plan. District No. 1 Boundaries: means the boundaries of the area legally described in Exhibit A-1 attached hereto and incorporated by reference and as depicted in the District No. 1 Boundary Map. District No. 2 Boundaries: means the boundaries of the area legally described in Exhibit A-2 attached hereto and incorporated by reference and as depicted in the District No. 2 Boundary Map. District No. 3 Boundaries: means the boundaries of the area legally described in Exhibit A-3 attached hereto and incorporated by reference and as depicted in the District No. 3 Boundary Map. District No. 1 Boundary Map: means the map of the District No. 1 Boundaries attached hereto as Exhibit B-1 and incorporated by reference. District No. 2 Boundary Map: means the map of the District No. 2 Boundaries attached hereto as Exhibit B-2 and incorporated by reference. District No. 3 Boundary Map: means the map of the District No. 3 Boundaries attached hereto as Exhibit B-3 and incorporated by reference. 4 Districts: means Northfield Metropolitan District No. 1, Northfield Metropolitan District No. 2 and Northfield Metropolitan District No. 3, collectively, organized under and governed by this Service Plan. End User: means any owner, or tenant of any owner, of any property within the Districts, who is intended to become burdened by the imposition of ad valorem property taxes and/or Fees. By way of illustration, a resident homeowner, renter, commercial property owner or commercial tenant is an End User. A Developer and any person or entity that constructs homes or commercial structures is not an End User. External Financial Advisor: means a consultant that: (1) is qualified to advise Colorado governmental entities on matters relating to the issuance of securities by Colorado governmental entities including matters such as the pricing, sales and marketing of such securities and the procuring of bond ratings, credit enhancement and insurance in respect of such securities; (2) shall be an underwriter, investment banker, or individual listed as a public finance advisor in the Bond Buyer’s Municipal Market Place or, in the City’s sole discretion, other recognized publication as a provider of financial projections; and (3) is not an officer or employee of the Districts or an underwriter of the Districts’ Debt. Fees: means the fees, rates, tolls, penalties and charges the Districts are authorized to impose and collect under this Service Plan. Financial Plan: means the Financial Plan described in Section IX of this Service Plan which was prepared by D.A. Davidson & Co., an External Advisor, in accordance with the requirements of this Service Plan and describes (a) how the Public Improvements are to be financed; (b) how the Debt is expected to be incurred; and (c) the estimated operating revenue derived from property taxes and any Fees for the first budget year through the year in which all District Debt is expected to be defeased or paid in the ordinary course. Maximum Debt Authorization: means the total Debt the Districts are permitted to issue as set forth in Section IX.B.7 of this Service Plan. Maximum Debt Mill Levy Imposition Term: means the maximum term during which a District’s Debt Mill Levy may be imposed on property developed in the Service Area for residential use, which shall include residential properties in mixed-use developments. This maximum term shall not exceed forty (40) years from December 31 of the year this Service Plan is approved by City Council Operating Mill Levy: means a property tax mill levy imposed on Taxable Property for the purpose of funding a District’s administration, operations and maintenance as authorized in this Service Plan, including, without limitation, repair and replacement of Public Improvements, and imposed at a rate not to exceed the limitations set in Section IX.B of this Service Plan. Planned Development: means the private development or redevelopment of the properties in the Service Area, commonly referred to as Northfield, under an Approved Development Plan. Project: means the installation and construction of the Public Improvements for the Planned Development. 5 Public Improvements: means the improvements and infrastructure the Districts are authorized by this Service Plan to fund and construct for the Planned Development to serve the future taxpayers and inhabitants of the Districts, except as specifically prohibited or limited in this Service Plan. Public Improvements shall include, without limitation, the improvements and infrastructure described in Exhibit F attached hereto and incorporated by reference. Public Improvements do not include Regional Improvements. Regional Improvements: means any regional public improvement identified by the City for funding, in whole or part, by a Regional Mill Levy levied by the Districts, including, without limitation, the public improvements described in Exhibit I attached hereto and incorporated by reference. Regional Mill Levy: means the property tax mill levy imposed on Taxable Property for the purpose of planning, designing, acquiring, funding, constructing, installing, relocating and/or redeveloping the Regional Improvements and/or to fund the administration and overhead costs related to the Regional Improvements as provided in Section X of this Service Plan. Service Area: means the property collectively within the District No. 1 Boundaries, District No. 2 Boundaries, and District No. 3 Boundaries, all as may be amended from time to time as further set forth in this Service Plan and the Special District Act. Special District Act: means Article 1 in Title 32 of the Colorado Revised Statutes, as amended. Service Plan: means this service plan for the Districts approved by the City Council. Service Plan Amendment: means a material modification of the Service Plan approved by the City Council in accordance with the Special District Act, this Service Plan and any other applicable law. State: means the State of Colorado. TABOR: means Colorado’s Taxpayer’s Bill of Rights in Article X, Section 20 of the Colorado Constitution. Taxable Property: means the real and personal property within the Service Area that will be subject to the ad valorem property taxes imposed by the Districts. Vicinity Map: means the map attached hereto as Exhibit E and incorporated by reference depicting the location of the Service Area within the regional area surrounding it. III. BOUNDARIES AND LOCATION The area of the Service Area includes approximately 56.3 acres. A legal description and map of the District No. 1 Boundaries are attached hereto as Exhibit A-1 and Exhibit B-1, respectively; a legal description and map of the District No. 2 Boundaries are attached hereto as Exhibit A-2 and Exhibit B-2, respectively; and a legal description and map of the District No. 3 Boundaries are attached hereto as Exhibit A-3 and Exhibit B-3, respectively. It is anticipated that 6 the Districts’ Boundaries may expand or contract from time to time as the Districts undertake inclusions or exclusions pursuant to the Special District Act, subject to the limitations set forth in Section V of this Service Plan. The location of the Service Area is depicted in the vicinity map attached as Exhibit E. IV. DESCRIPTION OF PROJECT, PLANNED DEVELOPMENT, PUBLIC BENEFITS & ASSESSED VALUATION A. Project and Planned Development. Situated within walking distance of the City’s Old Town, the Planned Development is a proposed 56.3-acre, mixed-use community located west of Lindenmeier Road, southeast of the Lake Canal and north of the to-be designated historic Alta Vista neighborhood. The Planned Development targets a number of the City’s stretch outcomes and critical objectives, including neighborhood livability and social health, environmental health, and transportation. The Planned Development incorporates goals of the following plans: the City Plan, Transportation Master Plan, Master Street Plan, Nature in the City Strategic Plan, Natural Areas Master Plan, Paved Recreational Trail Master Plan, Northside Neighborhoods Plan, Pedestrian Plan, and Bicycle Master Plan. The Planned Development is anticipated to include approximately 442 attached housing units, of which a minimum of sixty-five (65) housing units will be designated and provided as affordable housing, as either for-sale or for-rent, affordable housing (the “Required Affordable Units”), and the majority of the rest of the units will be sold as attainable housing units. The Planned Development is also anticipated to include a mixed-use center that will offer light commercial use on the first floor, residential for-rent units on the second floor, and small amenities open to the public. The estimated resident population at build-out is 1,139. Construction of the Planned Development is planned to be completed by year 2026. In accordance with the Financial Plan, the estimated assessed valuation of the Planned Development in 2024 is estimated to be $8,525,353 for residential and $181,867 for commercial, and in 2029 it is estimated to be $13,129,996 for residential and $204,346 for commercial. Approval of this Service Plan by the City Council does not constitute nor imply approval of the development of any particular land-use for any specific area within the Districts. Any such approval must be contained within an Approved Development Plan. B. Public Benefits. In addition to providing the Public Improvements described in Exhibit DF and the Regional Improvements, the Districts will deliver several public benefits to the community in accordance with the City’s Metro District Service Plan Policy. The public benefits include, but are not limited to, developing critical on-site and off-site public infrastructure, employing high quality and smart growth practices, creating affordable housing unitsthe Required Affordable Units, creating attainable housing units to support the workforce, and incorporating environmental sustainability through energy and water conservation, and enhanced multimodal transportation, all of which are specifically described in Exhibit G attached hereto and incorporated herein by this reference (collectively, the “Public Benefits”).I attached hereto and incorporated herein by this reference 7 (collectively, the “Public Benefits”). In addition to the foregoing, if all or a portion of the Required Affordable Units are offered as for-sale units, such units must be sold at a price affordable in Larimer County, Colorado, for an area median income (“AMI”) of 80% or lower. If all of a portion of the Required Affordable Units are offered as for-rent units, such units must be rented at a price affordable in Larimer County, Colorado, for an AMI of 80% or lower and the average of all rents for those units must at all times reasonably approximate to a Larimer County AMI of 60% or lower. In addition, as provided in Exhibit I, the Required Affordable Units shall be designed and constructed to the same energy-efficiency standards as the other housing units built in the Planned Development. Therefore, notwithstanding any provision to the contrary contained in this Service Plan, no District shall be authorized to issue any Debt or to impose a Debt Mill Levy or any Fees for payment of Debt unless and until the delivery of the Public Benefits specifically related to the phase of the Planned Development or portion of the Project to be financed with such Debt, Debt Mill Levy or Fees are secured in a manner approved by the City Council. To satisfy this precondition to the issuance of Debt and to the imposition of the Debt Mill Levy and Fees, delivery of the Public Benefits for each phase of the Project and the Planned Development must be secured by one of the following methods, as applicable: 1. For any portion of the Public Benefits to be provided by one or more of the Districts, each such District must enter into an intergovernmental agreement with the City either (i) agreeing to provide those Public Benefits as a legally enforceable multiple-fiscal year obligation of the District under TABOR, or by (ii) securing performance of that obligation with a surety bond, letter of credit, or other security acceptable to the City, and any such intergovernmental agreement must be approved by the City Council by resolution; 2. For any portion of the Public Benefits to be provided by one or more Developers of the Planned Development, each such Developer must either (i) enter into a development agreement with the City under the Developer’s applicable Approved Development Plan, which agreement must legally obligate the Developer to provide those Public Benefits before the City is required to issue building permits and/or certificates of occupancy for structures to be built under the Approved Development Plan for that phase of the Planned Development, or (ii) secure such obligations with a surety bond, letter of credit, or other security acceptable to the City, and all such development agreements must be approved by the City Council by resolution; or 3. For any portion of the Public Benefits to be provided in part by one or more of the Districts in the Project and in part by one or more of the Developers in the Planned Development or Project, an agreement between the City, the affected District(s), and the Developer(s) that secures such Public Benefits as legally binding obligations using the methods described in subsections 1 and 2 above, and all such agreements must be approved by the City Council by resolution. Specifically, with regard to delivery of the Required Affordable Units contemplated in Section 2 above, the development agreement between the Developer and the City shall include the following conditions: 8 The Required Affordable Units may be provided through either of the following two mechanisms or any other mechanism mutually agreed upon by the Developer and the City, or any combination of the same: a. Construction of the Required Affordable Units by the Developer under the Approved Development Plan. Only those Developer-constructed Required Affordable Units for which the City has issued a certificate of occupancy will be counted toward the satisfaction of the total number of Required Affordable Units needed. b. Sale of lots for the Required Affordable Units within the Planned Development by the Developer to a non-profit or for-profit builder who will contractually guarantee to the City that the builder will only build Required Affordable Units on the those lots. At the time any such sale is closed and the contractual guarantee has been provided to the City to its satisfaction, the number of housing units approved for construction on such lots shall count toward the Required Affordable Units. All sixty-five (65) of the Required Affordable Units shall be secured through one of the mechanisms described above (or through any other mechanism agreed upon in writing between the City and the Developer) before the City is required to issue more than two hundred twenty-one (221) total building permits for dwelling units to be built in the Planned Development. Once all sixty-five (65) of the Required Affordable Units have been secured as here required, this restriction on building permits shall terminate. C. Assessed Valuation. The current assessed valuation of the Service Area is approximately $2,024 and, at build out is expected to be $13,334,342. These amounts are expected to be sufficient to reasonably discharge the Debt as demonstrated in the Financial Plan. V. INCLUSION OF LAND IN THE SERVICE AREA The Districts shall not add any real property to the Service Area without the City’s approval and in compliance with the Special District Act. Once a District has issued Debt, it shall not exclude real property from the District’s boundaries without the prior written consent of the City Council. VI. DISTRICT GOVERNANCE The Districts’ Boards shall be comprised of persons who are a qualified “eligible elector” of the Districts as provided in the Special District Act. It is anticipated that, over time, the End Users who are eligible electors will assume direct electoral control of the Districts’ Boards as 9 development of the Service Area progresses. The Districts shall not enter into any agreement by which the End Users’ electoral control of the Boards is removed or diminished. VII. AUTHORIZED AND PROHIBITED POWERS A. General Grant of Powers. The Districts shall have the power and authority to provide the Public Improvements, the Regional Improvements and related operation and maintenance services, including design review and covenant enforcement services, within and without the Service Area, as such powers and authorities are described in the Special District Act, other applicable State law, common law and the Colorado Constitution, subject to the prohibitions, restrictions and limitations set forth in this Service Plan. If, after the Service Plan is approved, any State law is enacted to grant additional powers or authority to metropolitan districts by amendment of the Special District Act or otherwise, such powers and authority shall be deemed to be a part hereof. These new powers and authority shall only be available to be exercised by the Districts if the City Council first approves a Service Plan Amendment to specifically allow the exercise of such powers or authority by the Districts. B. Prohibited Improvements and Services and other Restrictions and Limitations. The Districts’ powers and authority under this Service Plan to provide Public Improvements and services and to otherwise exercise its other powers and authority under the Special District Act and other applicable State law, are prohibited, restricted and limited as hereafter provided. Failure to comply with these prohibitions, restrictions and limitations shall constitute a material modification under this Service Plan and shall entitle the City to pursue all remedies available at law and in equity as provided in Sections XVII and XVIII of this Service Plan: 1. Eminent Domain Restriction The Districts shall not exercise their statutory power of eminent domain without first obtaining resolution approval from the City Council. This restriction on the Districts’ exercise of their eminent domain power is being voluntarily acquiesced to by the Districts and shall not be interpreted in any way as a limitation on the Districts’ sovereign powers and shall not negatively affect the Districts’ status as political subdivisions of the State as conferred by the Special District Act. 2. Fee Limitation Any Fees imposed for the repayment of Debt, if authorized by this Service Plan, shall not be imposed by the Districts upon or collected from an End User. In addition, Fees imposed for the payment of Debt shall not be imposed unless and until the requirements for 10 securing the delivery of the District’s portion of the Public Benefits have been satisfied in accordance with Section IV.B of this Service Plan. Notwithstanding the foregoing, this Fee limitation shall not apply to any Fee imposed to fund the operation, maintenance, repair or replacement of Public Improvements or the administration of the Districts. 3. Operations and Maintenance The primary purpose of the Districts is to plan for, design, acquire, construct, install, relocate, redevelop and finance the Public Improvements. The Districts shall dedicate the Public Improvements to the City or other appropriate jurisdiction or owners’ association in a manner consistent with the Approved Development Plan and the City Code, provided that nothing herein requires the City to accept a dedication. The Districts are each specifically authorized to operate and maintain all or any part or all of the Public Improvements not otherwise conveyed or dedicated to the City or another appropriate governmental entity until such time as the District is dissolved. 4. Fire Protection Restriction The Districts are not authorized to plan for, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain fire protection facilities or services, unless such facilities and services are provided pursuant to an intergovernmental agreement with the Poudre Fire Authority. The authority to plan for, design, acquire, construct, install, relocate, redevelop, finance, operate or maintain fire hydrants and related improvements installed as part of the Project’s water system shall not be limited by this subsection. 5. Public Safety Services Restriction The Districts are not authorized to provide policing or other security services. However, the Districts may, pursuant to C.R.S. § 32-1-1004(7), as amended, furnish security services pursuant to an intergovernmental agreement with the City. 6. Grants from Governmental Agencies Restriction The Districts shall not apply for grant funds distributed by any agency of the United States Government or the State without the prior written approval of the City Manager. This does not restrict the collection of Fees for services provided by the Districts to the United States Government or the State. 7. Golf Course Construction Restriction Acknowledging that the City has financed public golf courses and desires to coordinate the construction of public golf courses within the City’s boundaries, the Districts shall not be authorized to plan, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain a golf course unless such activity is pursuant to an intergovernmental agreement with the City approved by the City Council. 8. Television Relay and Translation Restriction 11 The Districts are not authorized to plan for, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain television relay and translation facilities and services, other than for the installation of conduit as a part of a street construction project, unless such facilities and services are provided pursuant to prior written approval from the City Council as a Service Plan Amendment. 9. Potable Water and Wastewater Treatment Facilities Acknowledging that the City and other existing special districts operating within the City currently own and operate treatment facilities for potable water and wastewater that are available to provide services to the Service Area, the Districts shall not plan, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain such facilities without obtaining the City Council’s prior written approval either by intergovernmental agreement or as a Service Plan Amendment. 10. Sales and Use Tax Exemption Limitation The Districts shall not exercise any sales and use tax exemption otherwise available to the Districts under the City Code. 11. Sub-district Restriction The Districts shall not create any sub-district pursuant to the Special District Act without the prior written approval of the City Council. 12. Privately Placed Debt Limitation Prior to the issuance of any privately placed Debt, the Districts shall obtain the certification of an External Financial Advisor substantially as follows: We are [I am] an External Financial Advisor within the meaning of the District’s Service Plan. We [I] certify that (1) the net effective interest rate (calculated as defined in C.R.S. Section 32-1- 103(12)) to be borne by [insert the designation of the Debt] does not exceed a reasonable current [tax- exempt] [taxable] interest rate, using criteria deemed appropriate by us [me] and based upon our [my] analysis of comparable high yield securities; and (2) the structure of [insert designation of the Debt], including maturities and early redemption provisions, is reasonable considering the financial circumstances of the District. 13. Special Assessments 12 The Districts shall not impose special assessments without the prior written approval of the City Council. VIII. PUBLIC IMPROVEMENTS AND ESTIMATED COSTS Exhibit DF summarizes the type of Public Improvements that are projected to be constructed and/or installed by the Districts. The cost, scope, and definition of such Public Improvements may vary over time. The total estimated costs of Public Improvements, as set forth in Exhibit DF, excluding any improvements paid for by the Regional Mill Levy necessary to serve the Planned Development, are approximately $30,101,665131,965 in 2019 dollars. The cost estimates are based upon preliminary engineering, architectural surveys, and reviews of the Public Improvements set forth in Exhibit DF and include all construction cost estimates together with estimates of costs such as land acquisition, engineering services, legal expenses and other associated expenses. Maps of the anticipated location, operation, and maintenance of Public Improvements are attached hereto as Exhibit EG. Changes in the Public Improvements or cost, which are approved by the City in an Approved Development Plan and any agreement approved by the City Council pursuant to Section IV.B of this Service Plan, shall not constitute a Service Plan Amendment. In addition, due to the preliminary nature of the Project, the City shall not be bound by this Service Plan in reviewing and approving the Approved Development Plan and the Approved Development Plan shall supersede the Service Plan with regard to the cost, scope, and definition of Public Improvements. Provided, however, any agreement approved and entered into pursuant to Section IV.B of this Service Plan for the provision of a Public Improvement that is also a Public Benefit shall supersede both this Service Plan and the Approved Development Plan. Except as otherwise provided by an agreement approved under Section IV.B of this Service Plan: (i) the design, phasing of construction, location and completion of Public Improvements will be determined by the Districts to coincide with the phasing and development of the Planned Development and the availability of funding sources; (ii) the Districts may, in their discretion, phase the construction, completion, operation, and maintenance of Public Improvements or defer, delay, reschedule, rephase, relocate or determine not to proceed with the construction, completion, operation, and maintenance of Public Improvements, and such actions or determinations shall not constitute a Service Plan Amendment; (iii) the Districts shall also be permitted to allocate costs between such categories of the Public Improvements as deemed necessary in their discretion; and (iv) to the extent that the City reimburses a developer for Public Improvements that would otherwise be reimbursable under the Special District Act, the District shall not reimburse the developer for such Public Improvements. The Public Improvements shall be listed using an ownership and maintenance matrix in Exhibit DF, either individually or categorically, to identify the ownership and maintenance responsibilities of the Public Improvements. The City Code has development standards, contracting requirements and other legal requirements related to the construction and payment of public improvements and related to certain operation activities. Relating to these, the Districts shall comply with the following requirements: A. Development Standards. 13 The Districts shall ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the City Code and of other governmental entities having proper jurisdiction, as applicable. The Districts directly, or indirectly through any Developer, will obtain the City’s approval of civil engineering plans and will obtain applicable permits for construction and installation of Public Improvements prior to performing such work. Unless waived by the City Council, the Districts shall be required, in accordance with the City Code, to post a surety bond, letter of credit, or other approved development security for any Public Improvements to be constructed by the Districts. Such development security may be released in the City Manager’s discretion when the constructing District has obtained funds, through Debt issuance or otherwise, adequate to insure the construction of the Public Improvements, unless such release is prohibited by or in conflict with any City Code provision, State law or any agreement approved and entered into under Section IV.B of this Service Plan. Any limitation or requirement concerning the time within which the City must review the Districts’ proposal or application for an Approved Development Plan or other land use approval is hereby waived by the Districts. B. Contracting. The Districts shall comply with all applicable State purchasing, public bidding and construction contracting requirements and limitations. C. Land Acquisition and Conveyance. The purchase price of any land or improvements acquired by the Districts from the Developer shall be no more than the then-current fair market value as confirmed by an independent MAI appraisal for land and by an independent professional engineer for improvements. Land, easements, improvements and facilities conveyed to the City shall be free and clear of all liens, encumbrances and easements, unless otherwise approved by the City Manager prior to conveyance. All conveyances to the City shall be by special warranty deed, shall be conveyed at no cost to the City, shall include an ALTA title policy issued to the City, shall meet the environmental standards of the City and shall comply with any other conveyance prerequisites required in the City Code. D. Equal Employment and Discrimination. In connection with the performance of all acts or activities hereunder, the Districts shall not discriminate against any person otherwise qualified with respect to its hiring, discharging, promoting or demoting or in matters of compensation solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, gender identity or gender expression, marital status, or physical or mental disability, and further shall insert the foregoing provision in contracts or subcontracts entered into by the Districts to accomplish the purposes of this Service Plan. 14 IX. FINANCIAL PLAN/PROPOSED DEBT This Section IX of the Service Plan describes the nature, basis, method of funding and financing limitations associated with the acquisition, construction, completion, repair, replacement, operation and maintenance of Public Improvements. A. Financial Plan. The Districts’ Financial Plan, attached as Exhibit FH and incorporated by reference, reflects the Districts’ anticipated schedule for incurring Debt to fund Public Improvements in support of the Project. The Financial Plan also reflects the schedule of all anticipated revenues flowing to the Districts derived from the Districts’ mill levies, Fees imposed by the Districts, specific ownership taxes, and all other anticipated legally available revenues. The Financial Plan is based on economic, political and industry conditions as they presently exist and reasonable projections and estimates of future conditions. These projections and estimates are not to be interpreted as the only method of implementation of the District’s goals and objectives but rather a representation of one feasible alternative. Other financial structures may be used so long as they are in compliance with this Service Plan. The Financial Plan incorporates all of the provisions of this Section IX. Based upon the assumptions contained therein, the Financial Plan projects the issuance of Bonds to fund Public Improvements and anticipated Debt repayment based on the development assumptions and absorptions of the property in the Service Area by End Users. The Financial Plan anticipates that the Districts will acquire, construct, and complete all Public Improvements needed to serve the Service Area. The Financial Plan demonstrates that the Districts will have the financial ability to discharge all Debt to be issued as part of the Financial Plan on a reasonable basis. Furthermore, the Districts will secure the certification of an External Financial Advisor who will provide an opinion as to whether such Debt issuances are in the best interest of the Districts at the time of issuance. B. Mill Levies. It is anticipated that the Districts will impose a Debt Mill Levy and an Operating Mill Levy on all property within the Service Area. In doing so, the following shall apply: 1. Aggregate Mill Levy Maximum The Aggregate Mill Levy shall not exceed in any year the Aggregate Mill Levy Maximum, which is fifty (50) mills. 2. Regional Mill Levy Not Included in Other Mill Levies The Regional Mill Levy shall not be counted against the Aggregate Mill Levy Maximum. 15 3. Operating Mill Levy The Districts may each impose an Operating Mill Levy of up to fifty (50) mills until the District imposes a Debt Mill Levy. Once a District imposes a Debt Mill Levy of any amount, that District’s Operating Mill Levy shall not exceed ten (10) mills at any point. 4. Gallagher Adjustments In the event the State’s method of calculating assessed valuation for the Taxable Property changes after January 1, 2019, or any constitutionally mandated tax credit, cut or abatement takes effect after January 1, 2019, the Districts’ Aggregate Mill Levy, Debt Mill Levy, Operating Mill Levy, and Aggregate Mill Levy Maximum, amounts herein provided may be increased or decreased to reflect such changes; such increases or decreases shall be determined by the Districts’ Boards in good faith so that to the extent possible, the actual tax revenues generated by such mill levies, as adjusted, are neither enhanced nor diminished as a result of such change occurring after January 1, 2019. For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation will be a change in the method of calculating assessed valuation. 5. Excessive Mill Levy Pledges Any Debt issued with a mill levy pledge, or which results in a mill levy pledge, that exceeds the Aggregate Mill Levy Maximum or the Maximum Debt Mill Levy Imposition Term, shall be deemed a material modification of this Service Plan and shall not be an authorized issuance of Debt unless and until such material modification has been approved by a Service Plan Amendment. 6. Refunding Debt The Maximum Debt Mill Levy Imposition Term may be exceeded for Debt refunding purposes if: (1) a majority of the issuing District’s Board is composed of End Users and have voted in favor of a refunding of a part or all of the Debt; or (2) such refunding will result in a net present value savings. 7. Maximum Debt Authorization The Districts anticipate approximately $30,101,665131,965 in project costs in 2019 dollars as set forth in Exhibit DF and anticipate issuing approximately $16,000,000 in Debt to pay such costs as set forth in Exhibit FH, which Debt issuance amount shall be the amount of the Maximum Debt Authorization. In addition, a District shall not issue any Debt unless and until delivery of the District’s Public Benefits have been secured as required in Section IV.B of this Service Plan. The Districts collectively shall not issue Debt in excess of the Maximum Debt Authorization. Bonds which have been refunded shall not count against the Maximum Debt Authorization. The Districts must obtain from the City Council a Service Plan Amendment prior to issuing Debt in excess of the Maximum Debt Authorization. 16 C. Maximum Voted Interest Rate and Underwriting Discount. The interest rate on any Debt is expected to be the market rate at the time the Debt is issued. The maximum interest rate on any Debt, including any defaulting interest rate, is not permitted to exceed twelve percent (12%). The maximum underwriting discount shall be three percent (3%). Debt, when issued, will comply with all relevant requirements of this Service Plan, the Special District Act, other applicable State law and federal law as then applicable to the issuance of public securities. D. Interest Rate and Underwriting Discount Certification. The Districts shall retain an External Financial Advisor to provide a written opinion on the market reasonableness of the interest rate on any Debt and any underwriter discount payed by the Districts as part of a Debt financing transaction. The Districts shall provide this written opinion to the City before issuing any Debt based on it. E. Disclosure to Purchasers. In order to notify future End Users who are purchasing residential lots or dwellings units in the Service Area that they will be paying, in addition to the property taxes owed to other taxing governmental entities, the property taxes imposed under the Debt Mill Levy, the Operating Mill Levy and possibly the Regional Mill Levy, the Districts shall not be authorized to issue any Debt under this Service Plan until there is included in the Developer’s Approved Development Plan provisions that require the following: 1. That the Developer, and its successors and assigns, shall prepare and submit to the City Manager for his approval a disclosure notice in substantially the form attached hereto as Exhibit H (the “Disclosure Notice”); 2. That when the Disclosure Notice is approved by the City Manager, the Developer shall record the Disclosure Notice in the Larimer County Clerk and Recorders Office; and 3. That the approved Disclosure Notice shall be provided by the Developer, and by its successors and assigns, to each potential End User purchaser of a residential lot or dwelling unit in the Service Area before that purchaser enters into a written agreement for the purchase and sale of that residential lot or dwelling unit. F. External Financial Advisor. An External Financial Advisor shall be retained by the Districts to provide a written opinion as to whether any Debt issuance is in the best interest of the issuing District once the total amount of Debt issued by such District exceeds Five Million Dollars ($5,000,000). The External Financial Advisor is to provide advice to the issuing District’s Board regarding the proposed terms and whether Debt conditions are reasonable based upon the status of development within the District, the projected tax base increase in the District, the security offered and other considerations as may be identified by the Advisor. The issuing District shall include in the transcript of any Bond transaction, or other appropriate financing documentation for related Debt instrument, a 17 signed letter from the External Financial Advisor providing an official opinion on the structure of the Debt, stating the Advisor’s opinion that the cost of issuance, sizing, repayment term, redemption feature, couponing, credit spreads, payment, closing date, and other material transaction details of the proposed Debt serve the best interest of the issuing District. Debt shall not be undertaken by the Districts if found to be unreasonable by the External Financial Advisor. G. Disclosure to Debt Purchasers. Any Debt of the Districts shall set forth a statement in substantially the following form: By acceptance of this instrument, the owner of this Debt agrees and consents to all of the limitations with respect to the payment of the principal and interest on this Debt contained herein, in the resolution of the District authorizing the issuance of this Debt and in the Service Plan of the District. This Debt is not and cannot be a Debt of the City of Fort Collins. Similar language describing the limitations with respect to the payment of the principal and interest on Debt set forth in this Service Plan shall be included in any document used for the offering of the Debt for sale to persons, including, but not limited to, a Developer of property within the Service Area. H. Security for Debt. The Districts shall not pledge any revenue or property of the City as security for the indebtedness set forth in this Service Plan. Approval of this Service Plan shall not be construed as a guarantee by the City of payment of any of the Districts’ obligations; nor shall anything in the Service Plan be construed to create any responsibility or liability on the part of the City in the event of default by the Districts in the payment of any such obligation. I. TABOR Compliance. The Districts shall comply with the provisions of TABOR. In the discretion of the Districts’ Boards, the Districts may set up other qualifying entities to manage, fund, construct and operate facilities, services, and programs. To the extent allowed by law, any entity created by a District will remain under the control of the District’s Board. J. Districts’ Operating Costs. The estimated cost of acquiring land, engineering services, legal services and administrative services, together with the estimated costs of the Districts’ organization and initial operations, are anticipated to be One Hundred Thousand Dollars ($100,000), which will be eligible for reimbursement from Debt proceeds. 18 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 collected through the imposition of an Operating Mill Levy, subject to the limitations set forth in Section IX.B.3, as well as from other revenues legally available to the Districts. X. REGIONAL IMPROVEMENTS The Districts shall be authorized to provide for the planning, design, acquisition, funding, construction, installation, relocation, redevelopment, administration and overhead costs related to the provision of Regional Improvements. At the discretion of the City, the Districts shall impose a Regional Improvement Mill Levy on all property within the Districts’ Boundaries and any properties thereafter included in the Boundaries under the following terms: A. Regional Mill Levy Authority. The Districts shall seek the authority to impose an additional Regional Mill Levy of five (5) mills as part of the Districts’ initial TABOR election. The Districts shall also seek from the electorate in that election the authority under TABOR to enter into an intergovernmental agreement with the City obligating the Districts to pay as a multiple-fiscal year obligation the proceeds from the Regional Mill Levy to the City. Obtaining such voter-approval of this intergovernmental agreement shall be a precondition to the Districts issuing any Debt and imposing the Debt Mill Levy, the Operating Mill Levy and Fees for the repayment of Debt under this Service Plan. B. Regional Mill Levy Imposition. The Districts shall each impose the Regional Mill Levy at a rate not to exceed five (5) mills within one year of receiving written notice from the City Manager to the Districts requesting the imposition of the Regional Mill Levy and stating the mill rate to be imposed. C. City Notice Regarding Regional Improvements. Such notice from the City shall provide a description of the Regional Improvements to be constructed and an analysis explaining how the Regional Improvements will be beneficial to property owners within the Service Area. The City shall make a good faith effort to require that planned developments that (i) are adjacent to the Service Area and (ii) will benefit from the Regional Improvement also impose a Regional Mill Levy, to the extent possible. D. Regional Improvements Authorized Under Service Plan. If so notified by the City Manager, the Regional Improvements shall be considered public improvements that the Districts would otherwise be authorized to design, construct, install re-design, re-construct, repair or replace pursuant to this Service Plan and applicable law. 19 E. Expenditure of Regional Mil Levy Revenues. Revenue collected through the imposition of the Regional Mill Levy shall be expended as follows: 1. Intergovernmental Agreement If the City and the Districts have executed an intergovernmental agreement concerning the Regional Improvements, then the revenue from the Regional Mill Levy shall be used in accordance with such agreement; 2. No Intergovernmental Agreement If no intergovernmental agreement exists between the Districts and the City, then the revenue from the Regional Mill Levy shall be paid to the City, for use by the City in the planning, designing, constructing, installing, acquiring, relocating, redeveloping or financing of Regional Improvements which benefit the End Users of the Districts as prioritized and determined by the City. F. Regional Mill Levy Term. The imposition of the Regional Mill Levy shall not exceed a term of twenty-five (25) years from December 31 of the tax collection year after which the Regional Mill Levy is first imposed. G. Completion of Regional Improvements. All Regional Improvements shall be completed prior to the end of the twenty-five (25) year Regional Mill Levy term. H. City Authority to Require Imposition. The City’s authority to require a District to initiate the imposition of a Regional Mill Levy shall expire fifteen (15) years after December 31st of the year in which said District first imposes a Debt Mill Levy. I. Regional Mill Levy Not Included in Other Mill Levies. The Regional Mill Levy imposed shall not be applied toward the calculation of the Aggregate Mill Levy Maximum. J. Gallagher Adjustment. In the event the method of calculating assessed valuation is changed January 1, 2019, or any constitutionally mandated tax credit, cut or abatement takes effect after January 1, 2019, the Regional Mill Levy may be increased or shall be decreased to reflect such changes; such increases or decreases shall be determined by each of the Districts’ Boards in good faith so that to the extent possible, the actual tax revenues generated by the Regional Mill Levy, as adjusted, are 20 neither enhanced nor diminished as a result of such change occurring after January 1, 2019. For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation will be a change in the method of calculating assessed valuation. XI. CITY FEES The Districts shall pay all applicable City fees as required by the City Code. XII. BANKRUPTCY LIMITATIONS All of the limitations contained in this Service Plan, including, but not limited to, those pertaining to the Aggregate Mill Levy Maximum, Maximum Debt Mill Levy Imposition Term and Fees, have been established under the authority of the City in the Special District Act to approve this Service Plan. It is expressly intended that by such approval such limitations: (i) shall not be set aside for any reason, including by judicial action, absent a Service Plan Amendment; and (ii) are, together with all other requirements of State law, included in the “political or governmental powers” reserved to the State under the U.S. Bankruptcy Code (11 U.S.C.) Section 903, and are also included in the “regulatory or electoral approval necessary under applicable non-bankruptcy law” as required for confirmation of a Chapter 9 Bankruptcy Plan under Bankruptcy Code Section 943(b)(6). XIII. ANNUAL REPORTS AND BOARD MEETINGS A. General. Each of the Districts shall be responsible for submitting an annual report to the City Clerk no later than September 1st of each year following the year in which the Orders and Decrees creating the Districts have been issued. The Districts may file a consolidated annual report. The annual report(s) may be made available to the public on the City’s website. B. Board Meetings. Each of the Districts’ Boards shall hold at least one public board meeting in three of the four quarters of each calendar year, beginning in the first full calendar year after a District’s creation. This meeting requirement shall not apply until there is at least one End User of property within the District. Also, this requirement shall no longer apply when a majority of the directors on the District’s Board are End Users. Notice for each of these meetings shall be given in accordance with the requirements of the Special District Act and other applicable State Law. C. Report Requirements. Unless waived in writing by the City Manager, each of the Districts’ annual report must include the following: 1. Narrative A narrative summary of the progress of the District in implementing its Service Plan for the report year. 21 2. Financial Statements Except when an exemption from audit has been granted for the report year under the Local Government Audit Law, the audited financial statements of the District for the report year including a statement of financial condition (i.e., balance sheet) as of December 31 of the report year and the statement of operation (i.e., revenue and expenditures) for the report year. 3. Capital Expenditures Unless disclosed within a separate schedule to the financial statements, a summary of the capital expenditures incurred by the District in development of improvements in the report year. 4. Financial Obligations Unless disclosed within a separate schedule to the financial statements, a summary of financial obligations of the District at the end of the report year, including the amount of outstanding Debt, the amount and terms of any new District Debt issued in the report year, the total assessed valuation of all Taxable Property within the Service Area as of January 1 of the report year and the current total District mill levy pledged to Debt retirement in the report year. 5. Board Contact Information The names and contact information of the current directors on the District’s Board, any District manager and the attorney for the District shall be listed in the report. The District’s current office address, phone number, email address and any website address shall also be listed in the report. 6. Other Information Any other information deemed relevant by the City Council or deemed reasonably necessary by the City Manager. D. Reporting of Significant Events. The annual report of each District shall include information as to any of the following that occurred during the report year: 1. Boundary changes made or proposed to the District’s Boundaries as of December 31 of the report year. 2. Intergovernmental Agreements with other governmental entities, either entered into or proposed as of December 31 of the report year. 3. Copies of the District’s rules and regulations, if any, or substantial changes to the District’s rules and regulations as of December 31 of the report year. 22 4. A summary of any litigation which involves the District’s Public Improvements as of December 31 of the report year. 5. A list of all facilities and improvements constructed by the District that have been dedicated to and accepted by the City as of December 31 of the report year. 6. Notice of any uncured events of default by the District, which continue beyond a ninety (90) day period, under any Debt instrument. 7. Any inability of the District to pay its obligations as they come due, in accordance with the terms of such obligations, which continue beyond a ninety (90) day period. E. Failure to Submit. In the event the annual report is not timely received by the City Clerk or is not fully responsive, notice of such default shall be given to the District’s Board at its last known address. The failure of the District to file the annual report within forty-five (45) days of the mailing of such default notice by the City Clerk may constitute a material modification of the Service Plan, at the discretion of the City Manager. XIV. SERVICE PLAN AMENDMENTS This Service Plan is general in nature and does not include specific detail in some instances. The Service Plan has been designed with sufficient flexibility to enable the Districts to provide required improvements, services and facilities under evolving circumstances without the need for numerous amendments. Modification of the general types of improvements and facilities making up the Public Improvements, and changes in proposed configurations, locations or dimensions of the Public Improvements, shall be permitted to accommodate development needs consistent with the then-current Approved Development Plans for the Project and any agreement approved by the City Council pursuant to the Section IV.B of this Service Plan. Any action of one or more of the Districts, which is a material modification of this Service Plan requiring a Service Plan Amendment as provided in in Section XV of this Service Plan or that does not comply with any provision of this Service Plan, shall be deemed to be a material modification to this Service Plan unless otherwise expressly provided in this Service Plan. All other departures from the provisions of this Service Plan shall be considered on a case-by-case basis as to whether such departures are a material modification under this Service Plan or the Special District Act. XV. MATERIAL MODIFICATIONS Material modifications to this Service Plan may be made only in accordance with C.R.S. Section 32-1-207 as a Service Plan Amendment. No modification shall be required for an action of the Districts that does not materially depart from the provisions of this Service Plan, unless otherwise provided in this Service Plan. Departures from the Service Plan that constitute a material modification requiring a Service Plan Amendment include, without limitation: 23 A. Actions or failures to act that create materially greater financial risk or burden to the taxpayers of the Districts; B. Performance of a service or function, construction of an improvement, or acquisition of a major facility that is not closely related to an improvement, service, function or facility authorized in the Service Plan; C. Failure to perform a service or function, construct an improvement or acquire a facility required by the Service Plan; and D. Failure to comply with any of the prohibitions, limitations and restrictions of this Service Plan. XVI. DISSOLUTION Upon independent determination by the City Council that the purposes for which any District was created have been accomplished, said District shall file a petition in district court for dissolution as provided in the Special District Act. In no event shall dissolution occur until the District has provided for the payment or discharge of all of its outstanding indebtedness and other financial obligations as required pursuant to State law. In addition, if within three (3) years from the date of the City Council’s approval of this Service Plan no agreement contemplated under Section IV.B of this Service Plan has been entered into by the City with any of the Districts and/or any Developer, despite the parties conducting good faith negotiations attempting to do so, the City may opt to pursue the remedies available to it under C.R.S. Section 32-1-701(3) in order to compel the Districts to dissolve in a prompt and orderly manner. In such event: (i) the limited purposes and powers of the Districts, as authorized herein, shall automatically terminate and be expressly limited to taking only those actions that are reasonably necessary to dissolve; (ii) the Board of each of the Districts will be deemed to have agreed with the City regarding its dissolution without an election pursuant to C.R.S. §32-1- 704(3)(b); (iii) the Districts shall take no action to contest or impede the dissolution of the Districts and shall affirmatively and diligently cooperate in securing the final dissolution of the Districts, and (iv) subject to the statutory requirements of the Special District Act, the Districts shall thereupon dissolve. XVII. SANCTIONS Should any of the Districts undertake any act without obtaining prior City Council approval or consent or City Manager approval or consent as required in this Service Plan, that constitutes a material modification to this Service Plan requiring a Service Plan Amendment as provided herein or under the Special District Act, or that does not otherwise comply with the provisions of this Service Plan, the City Council may impose one (1) or more of the following sanctions, as it deems appropriate: A. Exercise any applicable remedy under the Special District Act; 24 B. Withhold the issuance of any permit, authorization, acceptance or other administrative approval, or withhold any cooperation, necessary for the District’s development or construction or operation of improvements or provision of services; C. Exercise any legal remedy under the terms of any intergovernmental agreement under which the District is in default; or D. Exercise any other legal and equitable remedy available under the law, including seeking prohibitory and mandatory injunctive relief against the District, to ensure compliance with the provisions of the Service Plan or applicable law. XVIII. INTERGOVERNMENTAL AGREEMENT WITH CITY Each of the Districts and the City shall enter into an intergovernmental agreement, the form of which shall be in substantially the form attached hereto as Exhibit I and incorporated by reference (the “IGA”). However, the City and the Districts may include such additional details, terms and conditions as they deem necessary in connection with the Project and the construction and funding of the Public Improvements and the Public Benefits. Each of the Districts’ Boards shall approve the IGA at their first board meeting, unless agreed otherwise by the City Manager. Entering into this IGA is a precondition to each of the Districts issuing any Debt or imposing any Debt Mill Levy, Operating Mill Levy or Fee for the payment of Debt under this Service Plan. In addition, failure of any of the Districts to enter into the IGA as required herein shall constitute a material modification of this Service Plan and subject the District to the sanctions in Section XVII of this Service Plan. The City and the Districts may amend the IGA from time-to-time provided such amendment is not in conflict with any provision of this Service Plan. XIX. CONCLUSION It is submitted that this Service Plan, as required by C.R.S. Section 32-1-203(2), establishes that: A. There is sufficient existing and projected need for organized service in the Service Area to be served by the Districts; B. The existing service in the Service Area to be served by the Districts is inadequate for present and projected needs; C. The Districts are capable of providing economical and sufficient service to the Service Area; and D. The Service Area does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. XX. RESOLUTION OF APPROVAL The Districts agree to incorporate the City Council’s resolution approving this Service Plan, including any conditions on any such approval, into the copy of the Service Plan presented to the District Court for and in Larimer County, Colorado. A-1-1 EXHIBIT A-1 LEGAL DESCRIPTION OF DISTRICT NO. 1 BOUNDARIES A-2-1 EXHIBIT A-2 LEGAL DESCRIPTION OF DISTRICT NO. 2 BOUNDARIES A-3-1 EXHIBIT A-3 LEGAL DESCRIPTION OF DISTRICT NO. 3 BOUNDARIES B-1-1 EXHIBIT B-1 DISTRICT NO. 1 BOUNDARY MAP B-2-1 EXHIBIT B-2 DISTRICT NO. 2 BOUNDARY MAP B-3-1 EXHIBIT B-3 DISTRICT NO. 3 BOUNDARY MAP C-1 EXHIBIT C VICINITY MAP D-1 EXHIBIT D PUBLIC IMPROVEMENT COST ESTIMATES E-1 EXHIBIT E PUBLIC IMPROVEMENT MAPS F-1 EXHIBIT F FINANCIAL PLAN G-1 EXHIBIT G PUBLIC BENEFITS H-1 EXHIBIT H DISCLOSURE NOTICE I-1 EXHIBIT I FORM OF INTERGOVERNMENTAL AGREEMENT Northfield Metro District Proposal: Landmark Homes Service Plan proposal to create a metro district of approximately 56 acres located north of Vine Street on the west side of Lindenmeier Road/Lemay Avenue (southeast of the Lake Canal and north of the to- be designated historic Alta Vista neighborhood). The developer proposes that metro district tax benefits make it easier for the Landmark Homes to create increased public benefits in the areas of infrastructure, smart growth, affordable housing, attainable housing, and building with environmental sustainability practices. This scan assumes that development would happen regardless of the Metro District and analyzes the impact of a metro district compared to a business-as-usual development scenario. Positive • Inclusion of solar panels on 40% of homes. Solar will help power the community center. • EV chargers will be installed in all homes. Negative • None Identified Positive • 85% of the homes will be priced at attainable price levels, targeting families making 80-120% of AMI, “the missing middle”. • Pricing structure will reduce costs of living in the community. • Additional housing at this level may impact workforce talent attraction and retention. • May promote additional redevelopment in that corridor along Vine and accelerating connectivity through Transfort. Negative • None Identified Positive • Build out of regional trail will help promote access to nature and physical activity. • Attainability and affordable housing in proximity to jobs may promote economic mobility. • Includes 15% of units designated and restricted affordable ownership product. • Attainable price point introduces more opportunity to enter homeownership and lock in stable housing cost. Negative • None Identified Tradeoffs • Development is located near the intersection of Vine/Lemay and will likely exacerbate existing traffic challenges. • While there are obvious benefits of affordable housing to economic and social sustainability, the environmental benefits proposed are not as strong as they could be. Mitigations • The Service Plan could benefit from committing to more specific environmental public benefits (e.g. DOE Net Zero Ready homes, LEED standards) and water conservation efforts. Key Alignment: NLSH 1.1: Improve access to quality housing that is affordable to a board range of income levels; ENV 4.1: Achieve Climate Action Plan (CAP) 2020 goals and continue progress toward the 2030 goals; ECON 3.4 - Foster infill and redevelopment that enhances the community. ATTACHMENT 3 • Impacts within environmental area are neutral to positive and largely indirect because Landmark Homes’ proposal demonstrates only some benefits to these areas. Their proposal could implement additional energy and water savings initiatives. • Economic impacts are driven mostly by the development pricing, as well as it’s proximity to major employers. • The social impacts were strongest, as they were more direct and positive due to the promise of 15% affordable for-sale housing and pricing of the remaining 85% at 80-120% AMI. M EMORANDUM To: Josh Birks and Rachel Rogers Economic Health & Redevelopment, City of Fort Collins From: Dan Guimond and Elliot Kilham Economic & Planning Systems Subject: Northfield Metro District Market and Financial Review EPS #193074 Date: July 2, 2019 This memorandum summarizes Economic & Planning System’s (EPS) evaluation of the Financial Plan section of the Consolidated Service Plan (Service Plan) for the Northfield Metropolitan Service District (District). The City is required to approve the Service Plan for a Title 32 Metropolitan District prior to it being submitted for a vote by the electorate of the district. EPS’s third- party evaluation includes a review of the market and financial assumptions underlying the application as well as the feasibility of the District’s Financial Plan, including public revenue and bond proceed forecasts. The evaluation also reviews the proposal against the City’s metro district public benefit policy requirements. Development Program Northfield is a proposed 56.3-acre mixed-use community in North Fort Collins located west of North Lemay Avenue, southeast of the Lake Canal and north of East Vine Drive and the Alta Vista neighborhood, as shown in Figure 1. The District is proposed to be primarily a residential project with 442 housing units and approximately 2,700 square feet of commercial space. The residential component incorporates both for-sale and rental product, and the commercial component is oriented towards community serving retail and service uses. The project is estimated to be completed over the next six years. ATTACHMENT 4 Economic & Planning Systems Page | 2 Figure 1. Northfield Metro District Vicinity Map Diagram N W E S PROPOSED NORTHFIELD METRO DISTRICT 500 0 SCALE: 1" = 1000' 1000 Northfield Metro District Market and Financial Review Page | 3 The Developer provided a preliminary development program to D.A. Davidson, the District’s bond underwriter, as shown in Table 1. This preliminary program includes: • 40 stacked condos with a projected market value of $306,714. • 180 flats with a projected market value of $359,040. • 139 brownstones with a projected market value of $388,518. • 16 condominiums with a projected market value of $316,200. • 65 deed-restricted affordable condominiums with a projected market value of $265,200. • 2 studio apartments (for rent) with a projected market value of $200,000. • 2,679 square feet of commercial space with a projected market value of $225 per square foot. The District proposal suggests targeted uses for the commercial space include a daycare center, coffee shop, bike repair shop, or another community serving venture. Table 1. Proposed Northfield Development Program and Market Values Description Amount % Total Market Value Base $ ('20) Residential For-Sale Units $/Unit Stacked Condos 40 9% $306,714 Flats 180 41% $359,040 Brownstones 139 31% $388,518 Condominiums 16 4% $316,200 Affordable Condo (Deed-Restricted) 65 15% $265,200 Subtotal/Weighted Avg. 440 99.5% $348,175 Rental Units $/Unit MU - Studio Apts 2 0.5% $200,000 Subtotal/Weighted Avg. 2 0.5% $200,000 Total/Weighted Avg. 442 100% $347,504 Commercial Sq. Ft. $/Sq. Ft. Retail/Commercial 2,679 100% $225 Total/Weighted Avg. 2,679 100% $225 Source: DA Davidson; Economic & Planning Systems Economic & Planning Systems Page | 4 The proposed buildout of the Northfield development is estimated to take place over a six-year period from 2020 to 2025, as shown in Table 2. In total, the Developer proposes to build an average of 74 residential units per year from 2020 to 2025. The proposed commercial development is projected to occur in 2022 as shown. The project is shown with the initial development focused on 34 residences in 2020 (12 stacked condominiums, 8 brownstones, 4 condominiums, and 10 deed restricted condominiums). The remaining 408 units, including the 2 for-rent studio apartments, are expected to be built the following five years (2021 to 2025). The last phase of the project is the final flats and brownstones built in 2023 to 2025. It is important to note that this preliminary program is used as inputs into D.A. Davidson’s estimate of bond proceeds and draft bond series offerings. As the basis for the Financial Plan, EPS focused its market assessment on these inputs. Table 2. Proposed Northfield Absorption Schedule Residential (Units) Apt. Stacked Brown- Condo- Affordable Commercial Description Studio Condos Flats stone miniums Condo [2] Total (Sq. Ft.) Year 2019 0 0 0 0 0 0 0 0 2020 0 12 0 8 4 10 34 0 2021 0 28 36 42 8 31 145 0 2022 2 0 45 40 4 24 115 2,679 2023 0 0 48 40 0 0 88 0 2024 0 0 45 9 0 0 54 0 2025 0 0 6 0 0 0 6 0 Summary Total 2 40 180 139 16 65 442 2,679 Average [1] 0 7 30 23 3 11 74 447 [1] Average betw een 2020 to 2025. [2] Deed-restricted affordable condo. Source: DA Davidson; Economic & Planning Systems Northfield Metro District Market and Financial Review Page | 5 Metro District Proposal Summary The Service Plan proposes to form three separate metro districts. The districts will have the ability to impose an aggregate mill levy of 50 mills, which includes a Debt Mill Levy and an Operating Mill Levy. The operating mill levy can equal up to 50 mills until the District imposes a debt mill levy, at which point the operating mill levy cannot exceed 10 mills. While District levies are capped at 50 mills, the Service Plan allows for adjustments to the mill levies in the event that there are changes to the method of calculating assessed value or any other changes impacting the revenue generating capabilities of the District. In such cases, the District may increase or decrease mill levies to ensure that actual tax revenues generated are not diminished. This ability helps to further guarantee future revenue streams and reduce the risk for bond holders. The debt mill levy is expected to be used to finance public improvements listed in Exhibit D of the Service Plan. The financial projections are based on a debt mill levy of 40 mills for residential and commercial districts. In total, according to the Service Plan, the Developer anticipates issuing approximately $16 million in debt to fund a portion of these public improvement costs. The Developer’s engineering consultant estimates that the total cost of the public improvements will be approximately $31 million. Metro District Policy In August 2018, the City updated its policy originally adopted in 2008 for reviewing proposed metro district service plans. The new policy removes previous limitations for metro district to be 90 percent commercial and not to be used to fund “basic infrastructure improvements normally required from new development.” In their place, the policy requires that developers deliver “extraordinary public benefits” to the city. In addition, the new policy increased the recommended maximum mill levy for both debt service and O&M to 50 mills—up from 40 mills in the 2008 resolution. The proposed Northfield maximum aggregate mill levy of 50 mills is in-line with this recommended maximum mill levy. The Public Benefits section of this memo provides more detailed information on the proposed public benefits provided by the development. Economic & Planning Systems Page | 6 Market Assessment This section reviews market values and buildout/absorption assumptions used to estimate the potential public financing revenues and debt capacity of the project, as described in the proposed Financial Plan. The section is organized into the residential and commercial land uses. The residential section further delineates between for-sale and rental product, while the commercial section outlines proposed retail uses. Residential To help determine their reasonableness, EPS compared the market value assumptions used in the Financial Plan’s debt capacity estimates with recent sales in Fort Collins. In addition, EPS compared Northfield’s proposed market values with other comparable developments in the Fort Collins area. For-Sale Market Values The Developer’s proposed market values fall near the average of recent sales in the Fort Collins market. The Fort Collins Board of Realtors (FCBR) reports that the average price of a single family home sold in Fort Collins through May 2019 was $467,303 and that the average price of a townhome/condominium was $308,640, as shown in Table 3. The Northfield proposal does not include single family housing. As a result, proposed market values are compared to the average price of townhomes/condos in the Fort Collins market. • Stacked Condos: The Financial Plan uses a market value of $306,714 or 0.6 percent less than the average of recent sales. As a result, the proposed values are in line with market averages. • Flats: The Financial Plan uses a market value of $359,040 or 16.3 percent higher than the average of recent sales. The market average sales price includes both new construction sales and sales of older, existing homes. A premium for new construction in Northfield is to be expected. Moreover, the recent average sales price includes condo sales, which may bring down the average when looking at a flat, which is closer to a townhome. While perhaps higher than average, in EPS’s professional experience, the market values are within an acceptable range. In particular, a market value higher than the average of recent sales for townhomes but lower than the average for single family homes is reasonable. • Brownstones: The Financial Plan uses a market value of $388,518 or 25.9 percent higher than the average of recent sales. Brownstones are typically categorized as townhomes, however they offer features more similar to single family homes. Similar to flats, a market value higher than the average of recent sales for townhomes but lower than the average for single family homes is reasonable. • Condominiums: The Financial Plan uses a market value of $316,200 or 2.4 percent higher than the average of recent townhome/condo sales. As a result, the proposed values are in line with market averages. Northfield Metro District Market and Financial Review Page | 7 • Deed-Restricted Condos: The Financial Plan uses a market value of $265,200 or 14.1 percent less than the average of recent sales. As a result, the proposed values are in line with market averages. Table 3. Proposed Northfield Market Values Compared to Fort Collins Average Prices This section also compares Northfield to other recent for-sale residential projects in the North Fort Collins market area. This comparison reveals that Northfield’s price points for townhomes and condos largely overlap with the price ranges proposed in recent residential projects, as shown Table 4 and Figure 2. Table 4. For-Sale Residential Projects in the North Fort Collins Market Description Stacked Condos Flats Brownstones Condominiums Deed-Restricted $306,714 $359,040 $388,518 $316,200 $265,200 $308,640 $308,640 $308,640 $308,640 $308,640 Difference -$1,926 $50,400 $79,878 $7,560 -$43,440 % Difference -0.6% 16.3% 25.9% 2.4% -14.1% Source: DA Davidson; FCBR; CoStar; Economic & Planning Systems Average Price (May 2019 YTD) Service Plan (Base $ '20) Project IStatus Project Start Product Units Price Compable Projects Single Family $350,000-$1,300,000 Townhomes $450,000-$550,000 Condos $150,000-$450,000 Single Family 18 $575,000-$600,000 Townhomes 37 $460,000-$500,000 Single Family 567 $400,000-$530,000 Townhomes 110 $330,000-$430,000 Condos 192 $330,000-$400,000 Brownes on Howes Complete 2016 Townhomes 6 $750,000-$1,000,000 Single Family -- Townhomes -- Condos -- Townhomes at Library Park Complete 2017 Townhomes 10 $1,195,000-$1,500,000 The Park at Fossil Ridge Complete 2017 Townhomes 23 $356,000-$415,000 Northfield Condos $265,000-$316,000 Townhomes $350,000-$390,000 [1] Total housing units for all product types. Source: Zillow; CoStar; FCBR; DA Davidson; Economic & Planning Systems Service Plan Proposed 2020 442 [1] Montava Planning Review-Round 4 2020 4,200 [1] Old Town North Third Phase 2007 450-500 [1] Revive Under Construction 2015 Mosaic (formerly Eastridge) Under Construction 2016 Economic & Planning Systems Page | 8 Figure 2. Price Range in Comparable Residential Projects and Northfield Rental Housing Market Values The Northfield Financial Plan assumes that the average value for apartments in the development will have a market value of $200,000 per unit. To benchmark this assumption, EPS compared it to the historical five-year average sales price per unit of apartments in Fort Collins and to the capitalized value of apartments. Capitalized value was calculated by dividing the five-year average rent by the five-year average capitalization rate in the Fort Collins market. As shown in Table 5, the five-year average sales price was approximately $179,000 per unit or 11 percent less that the market value assumption, and the capitalization value was approximately $301,000 or 51 percent more than the market value assumption. As a result of these comparisons, EPS concludes that the market value used in the Financial Plan falls within an acceptable range and is appropriate. Table 5. Market Rate Apartment Market Value Comparison $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 Old Town North Mosaic (formerly Eastridge) Brownes on Howes Townhomes at Library Park Northfield Price Range NorthfieldAverage Sales Price Capitalized Northfield Description Per Unit [1] Value [2] Assumption Apartment Market Value ($/Sq. Ft.) $178,844 $301,154 $200,000 % Difference [3] 11% -51% 0% [1] 5-year average sales price per unit. [3] Percent difference from the market value assumption. Source: CoStar; Economic & Planning Systems [2] Capitalized value equals the 5-year average rent divided by the 5-year average capitalization rate. Northfield Metro District Market and Financial Review Page | 9 Absorption EPS compared the planned buildout to forecast future demand for specific housing products. We calculated future housing demand as part of our work on the update to Fort Collins City Plan, organizing these estimates into low density (single family homes), middle density (2- to 20-unit buildings), and high density (20 or more unit buildings) housing products. More detail on EPS’s housing demand estimate is shown in Table 8 on the following page. Based on this comparison, EPS calculated an implied capture rate by Northfield to gain a perspective on the size and reasonableness of the proposed building plan. From 2016 to 2040, EPS estimates that there will be a demand of 570 low density units, 254 middle density units, and 446 high density units per year, for a total annual average of 1,270 units. In comparison, the Developer proposes to develop the Northfield project at an average of 74 middle density units (multifamily and townhomes) per year from 2020 to 2025. This development schedule implies a capture rate of approximately 30 percent for middle density units. A capture rate of 30 percent is a significant portion of the residential development market in the Fort Collins market. However, the fact that the development is targeting the middle of the market in terms of prices and has a variety of housing types should help it attract a wider market demand segment. Implied Affordability of Deed Restricted Condo To understand the affordability benefits offered by the proposed deed restrict condos, EPS calculated the household income needed to afford the market value of the unit, assuming 30 percent of this income is dedicated to housing, as shown in Table 6. EPS calculated an income of approximately $49,000 was needed. To put this in perspective, this is under 60 percent of the area median income (AMI) for a family of four in Larimer County and approximately equal to 70 percent of the AMI for a family of two. Table 6. Household Income Implied by Deed Restricted Unit Description Units Amount Market Value $ $265,200 Mortgage Payment Term years 30 Down Payment % 10.00% Interest Rate % 4.50% Mortgage Payment $/year $14,653 Income Calculation Housing Costs % Income 30% HH Income $/year $48,843 Source: DA Davidson; Economic & Planning Systems Economic & Planning Systems Page | 10 Ultimately, Northfield’s ability to meet this implied capture rate will depend on the size of the pipeline and its competitive position against other projects. There are currently a number of proposed large-scale residential developments in North Fort Collins, including Mulberry, Waterfield, Water’s Edge, and Montava that will compete with Northfield. However, North Fort Collins is one of the few remaining growth areas of the city, meaning it may have less competition from other areas of the city. The Fort Collins market is also a very attractive area that competes regionally and even nationally. Finally, in the past, growth may have been constrained by supply. Table 7. Northfield Development Implied Residential Capture Rate Table 8. Fort Collins City Plan Future Housing Demand Estimates, 2016-2040 Northfield Fort Collins Implied Description Average Annual Avg [2] Capture % [3] 2016-2040 Middle Density [1] 74 254 29% Subtotal 74 254 29% [2] Annual average from CityPlan housing demand forecast completed by EPS. [3] Capture % = Northfield Average / Fort Collins Average. Source: Economic & Planning Systems [1] Based on definitions from the CityPlan estimate, middle density includes tow nhomes and multifamily homes. Description Amount % Total Amount % Total Total Ann. # Ann. % Low Density 42,254 66% 55,926 59% 13,672 570 1.2% Middle Density 14,891 23% 20,998 22% 6,108 254 1.4% High Density 6,590 10% 17,296 18% 10,706 446 4.1% Total 63,735 100% 94,220 100% 30,485 1,270 1.6% Source: Economic & Planning Systems 2016 2040 2016-2040 Northfield Metro District Market and Financial Review Page | 11 Commercial Development The Northfield Financial Plan assumes that the commercial space in the development will have an average value of $225 per square foot. To benchmark this assumption, EPS compared it to the historical five-year average sales price per square foot of retail space in the Fort Collins market and to the capitalized value of retail and office space. Capitalized value was calculated by dividing the five-year average rent per square foot by the five-year average capitalization rate for the respective product types, as shown in Table 9. The five-year average sales price was $200 per square foot or 11 percent less than the market value assumption used in the Financial Plan, and the capitalized value was approximately $255 per square foot or 13 percent higher than the market value. As a result of these comparisons, EPS concludes that the market value used in the Financial Plan is relatively moderate and generally within a range set by the sales price and capitalized value benchmarks. Table 9. Retail Market Value Comparison Absorption Northfield proposes to build a total of 2,680 square feet of community serving retail. EPS finds that this is a reasonable amount of retail for a development of this size. To help provide context, EPS benchmarked Northfield’s proposed retail development against historic retail development in the city to calculate an implied capture rate, as shown in Table 10. Over the last 11 years, from 2006 to 2017, the city delivered an average 127,365 square feet of retail space per year. As a result, the Northfield proposal implies a capture rate of 2.1 percent relative to the historic annual average. Table 10. Northfield Development Implied Retail Capture Rate Sales Price Capitalized Northfield Description Per Sq. Ft. [1] Value [2] Assumption Retail Market Value ($/Sq. Ft.) $200.00 $255.07 $225.00 % Difference [3] 11% -13% 0% [1] 5-year average sales price per sq. ft. [3] Percent difference from the market value assumption. Source: CoStar; Economic & Planning Systems [2] Capitalized value equals the 5-year average rent divided by the 5-year average capitalization rate. Northfield Fort Collins Northfield Description Annual Avg Annual Avg Capture % 2019-2027 2006-2017 Retail 2,680 127,365 2.1% [1] Capture % = Northfield / Fort Collins Average. Source: City of Fort Collins; Economic & Planning Systems Economic & Planning Systems Page | 12 Metro District Competition in North Fort Collins Northfield is one of five major planned developments in North Fort Collins, all proposing metro districts (others include Mulberry, Montava, Water’s Edge, and Waterfield). At buildout (from 2018 to 2042), the four proposed districts are projected to result in 7,853 additional housing units. This is 26 percent of the estimated growth of approximately 30,500 households in Fort Collins from 2016 to 2040, as shown in Table 8. Given that North Fort Collins is one of the few remaining growth areas in the city, an expected capture rate of 26 percent is not unreasonable. However, on a year-to-year basis the four developments will compete for absorption. If the developments happen to each deliver a large number of units at the same time, it may take months or even years for these units to be absorbed. This will in turn impact the bond revenue projections of the four districts. Figure 4 below compares the combined estimated residential buildout of each of the districts with the total average annual growth rate for the city in Table 8. The figure illustrates that while from 2019 to 2042 the four districts will need to capture 24 percent of total growth, in certain years the buildout schedules imply a much higher capture rate, including 107 percent in 2021. Figure 3. Implied Capture Rate Four Metro Districts 7% 40% 107% 58% 50% 39% 73% 40% 25% 28% 20% 20% 10% 11% 20% 19% 9% 9% 8% 9% 6% 0% 6% 6% 0% 20% 40% 60% 80% 100% 120% 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 Northfield Metro District Market and Financial Review Page | 13 Financial Analysis The Service Plan proposes to issue metro district revenue bonds to pay for eligible public improvements. This section reviews proposed public improvement costs and the revenue and debt estimates described in the metro district Service Plan. Public Improvement Costs The Developer provided the preliminary public improvement cost estimates in Exhibit D of the Service Plan. Overall, public improvements associated with the development are estimated to be approximately $31 million, as shown in Table 11. The Developer grouped the improvements into two categories, $21 million in “Basic” infrastructure costs and $10 million in “Non-basic” costs. • Basic: The Developer included the following items in the estimate of Basic public improvements: grading, roadway, potable waterline, sanitary sewer, and storm drainage improvements; open space, parks, and trails; and administrative/design/ permitting, and contingency costs. The Basic improvements generally include in-tract improvements that are normal costs of development. • Non-basic: The Developer included the following items in its Non-basic infrastructure: arterial upsizing and private drive construction, sanitary sewer upsizing, park and other amenities including a community pool and clubhouse. The Non-basic improvements include some off-site improvements such as arterial and sewer upsizing. Some of these costs categorized as Non-basic should not necessarily be categorized as public improvements. For example, the non-basic infrastructure includes $2 million for a community pool and clubhouse. It is unclear from the Service Plan how this will be open to and serve the public and wider Fort Collins community. However, it will be an amenity to the development, and help both attract buyers and add value. As a result, it likely should not count as a public benefit. The Developer proposes to issue debt generating approximately $13 million in project proceeds, as shown in Table 11. This debt would cover approximately 41 percent of the total public improvement costs. The Developer would need to cover the remaining $18.3 million with other funds. Economic & Planning Systems Page | 14 Table 11. Public Infrastructure and Estimated Costs Description Basic % Non-Basic % Total % Total Public Improvement Costs Grading/Miscellaneous $6,697,000 32% $0 0% $6,697,000 21% Roadway Improvements $3,122,630 15% $3,278,240 31% $6,400,870 20% Potable Waterline Improvements $617,400 3% $0 0% $617,400 2% Sanitary Sewer Improvements $148,400 1% $538,220 5% $686,620 2% Sorm Drainage Improvements $1,889,100 9% $0 0% $1,889,100 6% Open Space, Parks, and Trails $1,010,000 5% $3,047,850 29% $4,057,850 13% Admin./Design/Permitting/Etc. $3,777,000 18% $1,923,000 18% $5,700,000 18% Contingency (20%) $3,452,310 17% $1,757,465 17% $5,209,775 17% Total $20,713,840 100% $10,544,775 100% $31,258,616 83% Metro District Project Funds Series 2020 $7,098,194 55% Series 2030 $5,829,489 45% Total $12,927,683 100% Source: Highland Development Services; Economic & Planning Systems Northfield Metro District Market and Financial Review Page | 15 Revenue Estimates Proposed Mill Levies and Facility Fee The proposed maximum District mill levy of 50 mills is relatively common and within the distribution of similar metro districts in Colorado. The 50 mills would be added to the existing property tax levy of 91.139 mills and increase the property tax burden. Based on information in the Financial Plan and D.A. Davidson’s bond projections, the Developer plans to charge 50 mills (40 mills as debt levy and 10 mills for operations) to the District. For the residential portion of the property, the maximum District mill levy of 50 mills would result in an average of $1,242 per year or $104 per month of additional cost to the tenant. For the commercial portion of the property, the 50 mills would result in an average of $3.26 per square feet of additional property tax cost per year, as shown. Table 12. Metro District Mill Levies Market Assessed Property Tax Description Value Value Existing District Total Residential (Units) 7.15% 91.139 mills 50.000 mills 141.139 mills Stacked Condos $306,714 $21,930 $1,999 $1,097 $3,095 Flats $359,040 $25,671 $2,340 $1,284 $3,623 Brownstones $388,518 $27,779 $2,532 $1,389 $3,921 Value Condo $316,200 $22,608 $2,060 $1,130 $3,191 Affordable Condo (Deed-Restricted) $265,200 $18,962 $1,728 $948 $2,676 MU - Studio Apts $200,000 $14,300 $1,303 $715 $2,018 Weighted Average $347,504 $24,847 $2,264 $1,242 $3,507 % Total 65% 35% 100% Commercial ($/SF) 29.00% 91.139 mills 50.000 mills 141.139 mills Retail/Commercial $225 $65 $5.95 $3.26 $9.21 % Total 65% 35% 100% Source: DA Davidson; Economic & Planning Systems Economic & Planning Systems Page | 16 Public Revenue Forecasts and Bond Proceeds D.A. Davidson estimates that the metro district will generate a total of approximately $50 million in revenues from debt mill levy collections, as shown in Table 13. The market value and absorption assumptions described in the Market Assessment section of this memorandum are the main drivers of these revenue estimates. A reduction in the proposed market values for the residential and commercial development and/or extended buildout and absorption schedule will reduce the total bond proceeds. The underwriting process and bond structure include reserve funds and capitalized interest mitigate difference between forecasted and actual values relating to market values, buildout schedule, and other variables. These public revenues will be used to issue two bond series, one in 2020 and one in 2030 to generate approximately $13 million that can be used to reimburse the Developer for infrastructure expenditures related to the public improvements. Table 13. Northfield Metro District Public Revenue and Project Funds Description Series 2020 Series 2030 Total Public Revenues Par Value $10,020,000 $14,870,000 $24,890,000 Interest $12,021,750 $13,214,800 $25,236,550 Total $22,041,750 $28,084,800 $50,126,550 Project Proceeds Par Value $10,020,000 $14,870,000 $24,890,000 Other Source of Funds [1] $0 $1,073,406 $1,073,406 Refunding Escrow Deposits [2] $0 -$9,790,000 -$9,790,000 Capitalized Interest Fund -$1,503,000 -$49,567 -$1,552,567 Debt Service Reserve Fund -$918,406 $0 -$918,406 Cost of Issuance -$300,000 -$200,000 -$500,000 Unerwriter's Discount -$200,400 -$74,350 -$274,750 Total $7,098,194 $5,829,489 $12,927,683 [1] Funds on hand and previous series reserve funds. [1] Refinancing previous series and paying off principal of the bond. Source: DA Davidson; Economic & Planning Systems Northfield Metro District Market and Financial Review Page | 17 Public Benefits The City’s policy for reviewing metro districts supports the formation of a district “where it will deliver extraordinary public benefits that align with the goals and objectives of the City.” The policy goes on to define four focus areas or types of benefits that meet this policy as follows: • Environmental Sustainability Outcomes – defined as public improvements that provide environmental benefits including reduction in greenhouse gases, water or energy conservation, community resiliency against natural disasters, renewable energy capacity, and/or other environmental outcomes. • Critical Public Infrastructure – public improvements that address significant infrastructure needs previously identified by the City. • Smart Growth Management – public improvements that facilitate design that increases development density, enhances walkability, increases the availability of transit or multimodal facilities, and/or encourages mixed use development patterns. • Strategic Priorities – public improvements that address City priorities including affordable housing, infill or redevelopment, and economic health improvements (e.g., job growth business retention, or construction of a missing economic resource). Exhibit G of the Service Plan describes the proposed public benefits of the Northfield project. The Developer is able to provide these public benefits in part due to the District bonds that reimburse the Developer for public improvement costs. More specifically, by reimbursing basic infrastructure investments typically associated with development with District bond proceeds, the Developer is able to invest more money into public benefits the City views as priorities. The Service Plan describes a number of public benefits for the project. These include creating a New Urbanist community with low-impact development features. They also include: • Critical Public Infrastructure – including construction of Suniga Road as an arterial road and off-site sewer improvements. • Parks, Open Space, and Trails – including a community pool, regional trail delivery, and 26 acres of parks and green spaces covering approximately 46.9 percent of the entire project. • Affordable Housing – approximately 15 percent of units sold at 80 percent of the area median income (AMI) or lower. • Attainable Housing – by offering the remaining housing units between 80 percent and 120 percent of AMI. Economic & Planning Systems Page | 18 • Environmental Sustainability – including a commitment to 14 kW of solar capacity per “Flats” building, 240V outlets in every garage (excluding the affordable homes) for electric vehicle fast-charging stations, and using an estimated 7.63 gallons of water per square foot, well below the City’s limit of 15 gallons of water per square foot. • Smart Growth Management – including enabling stretch outcomes in other categories by keeping density at 8 units per acre, despite qualifying for a density of 12 units per acre through Northfield’s classification as an “affordable housing project.” Table 14 shows the Developer’s estimates of the value for different public benefits in the four focus areas outlined by the City. Overall, the Developer estimates that the District is providing approximately $17 million of public benefits. This amount is greater than the total estimated bond proceeds of approximately $13 million. Overall, the Service Plan does not guarantee the delivery of public benefits. Public benefits will have to be vetted and guaranteed through additional approval steps for the metro district, including approval of the development plan. After reviewing the Service Plan’s description of public benefits, EPS finds that it is difficult to determine whether certain District features should be categorized as a public benefit for the wider community or if they are arguably more appropriately categorized as an amenity for future homebuyers—thus not a benefit to the public at large. This is particularly true for the benefits described below, which the Developer has listed under the Smart Growth Management category. • Clubhouse and Swimming Pool: The Developer has included $2 million in cost for the construction of a clubhouse and swimming that potentially will primarily serve residents of the development. While the Developer gestures at benefits to the wider community, the clubhouse will definitely serve as an amenity for residents and will in turn increase home values. • Reduction in Allowed Density/More Open Space: The Developer includes a reduction in density from 12 dwelling units per acre to 8 dwelling units per acre, which the Developer values at approximately $4.5 million. This reduction in density increases the amount of open space in the project. However, while the Developer plans to use some increased open space as a buffer to the Lake Canal Wetlands, much of it will be spread throughout the development. While this open space may have some environmental benefits, including benefits for stormwater drainage, it does not preserve habitat. Instead, similar to the clubhouse and swimming pool, this open space will serve as an amenity to the project, presumably increasing home values. In addition, smart growth policies are more often associated with increases in density not reductions. Finally, how the Developer determined the value of this amenity is not substantiated. Northfield Metro District Market and Financial Review Page | 19 • Increased Landscaped Area: The Developer includes increased landscaped area with an estimated cost of approximately $720,000 as a public benefit. Again, this increased landscape area serves as an amenity to the development. It is unclear how landscaped areas would count as “a compelling public space”—an example of benefit listed in the City’s policy. Table 14. Northfield Development Public Benefit Estimates Description Category Benefit % Total Enivronmental Sustainability 13-14 kW of solar power per "Flats" building Solar Energy $448,000 2.66% 240 V outlets Electric Vehicles $375,000 2.22% EV charging stations Electric Vehicles $30,000 0.18% Subtotal $853,000 5.06% Critical Public Infrastructure On-Site Suniga Road Upsizing Major Arterial Development $1,682,640 9.98% Off-Site Suniga Road Major Arterial Development $774,800 4.59% Regional Trail Construction Pedestrian Connectivity $199,050 1.18% Off-Site Sewer Construction and Upsizing Off-Site Infrastructure $538,220 3.19% Lemay Overpass Contribution Off-Site Infrastructure $250,000 1.48% Subtotal $3,444,710 20.42% Smart Growth Management Alley-Loaded Homes Increased Density $820,800 4.87% Reduction in Allowed Density/ More Open Space Public Spaces $4,474,100 26.53% Clubhouse and Swimming Pool Public Spaces $2,000,000 11.86% Increased Landscaped Area (46.9% of site) Public Spaces $723,800 4.29% Alta Vista Buffer Area Public Spaces $125,000 0.74% Public Amenity Area Public Spaces $5,000 0.03% Subtotal $8,148,700 48.31% Strategic Priorities 14.7% (65 units) of deed-restricted affordable housing Affordable Housing $4,420,000 26.21% 85.3% (377 units) of attainably priced housing Attainable Housing N/A [1] N/A [1] Subtotal $4,420,000 26.21% TOTAL $16,866,410 100% Source: Landmark Homes; Economic & Planning Systems [1] Developer did not provide an estimate for value of attainable housing due to the variability in pricing of housing in a range betw een 80% and 120% of AMI Economic & Planning Systems Page | 20 Summary and Conclusions • Proposed Mill Levies: The proposed Northfield maximum aggregate mill levy of 50 mills is equal to the maximum allowed under the City’s current metro district policy. • Market Values: EPS generally finds that the market values used in the public revenue estimates to be reasonable. These assumptions align with market averages, given a new construction premium, and the residential market values are comparable to other recent developments in North Fort Collins. • Affordable and Attainable Housing: EPS finds that the deed-restricted affordable condos are priced at or below 80 percent of AMI. The planned market rates units are also currently priced towards the middle of the market and should be affordable for someone earning between 80 and 120 percent of the AMI—so called “attainable” housing.” However, it is important to note that only the deed-restricted affordable units have guaranteed affordability. Other units will be priced based on the market. • Residential Absorption: Overall, EPS finds that Northfield’s proposed absorption is reasonable. Housing is priced toward the middle of the market and includes a number of different housing options, which will attract a wider market demand segment. However, Northfield will need to compete with other residential developments planned for North Fort Collins, including Mulberry, Waterfield, Water’s Edge, and Montava. The fact that North Fort Collins is one of the only remaining growth areas of the city should help each of these developments achieve a significant market share. However, in aggregate, the cumulative absorption of these large developments may exceed overall market demand and result in slower absorption for one or more of the projects. • Public Benefits: As outlined in Exhibit G Public Benefits, the Service Plan proposes a number of public improvement that potentially meet the City’s proposed metro district criteria for extraordinary public benefits. The estimated value of these benefits is greater than the estimate project fund proceeds from a bond issuance. However, there are at least three public benefits for which the categorization as a public benefit is questionable and/or the value is either unsubstantiated, including Clubhouse and Swimming Pool, Reduction in Allowed Density/More Open Space, and Increased Landscaped Area. METRO DISTRICTS COMBINED VICINITY MAP Waterfield Mulberry Montava Water’s Edge Phase 1 & 2 Northfield ATTACHMENT 5 Designed for your lifestyle. Built to last. ATTACHMENT 6 Area Map  15-minute walk to Old Town Square  Walk/Bike to many of the top employment centers in Fort Collins Recap of Public Benefits:  Affordable Homes: At least 65 units (14.7%) priced at 60% AMI average (for-rent)  Attainable Homes: The remaining 377 units will be priced in an attainable range $290,000 - $440,000  Energy Efficiency: LEED Gold Standard  Heat recovery ventilator (HRV) Systems  HERS energy ratings ranging from 35-49  Solar Panels and EV charging locations  Connectivity: Onsite Regional Trail will be built for the city  15-min walk to Old Town Fort Collins and many top employment hubs  One of the last infill sites this close to Downtown Fort Collins  Critical Public Infrastructure: Replacement and upsizing of a dilapidated offsite sewer line and construction of a major 4-lane arterial road, Suniga Road.  Community Areas: A clubhouse and swimming pool as well as 26 acres of parks and open spaces. New Public Benefits: Affordable Homes: • LEED Gold Standard Will Apply Including ~1kW of Solar on Every Home • Preliminary Plans Show Mercy’s Intent to Increase Density to 96 Units! (20.3%) *Subject to City Planning Approval* • Northfield still commits to at least 65 units (14.7%) of affordable at 60% AMI average Conceptual Site Plan – Subject to change Many cities consider “attainable housing” be to between 80% - 120% of HUD’s Area Median Income (AMI). HUD Area Median Incomes Fort Collins AMI Ranges (Set by HUD) People Per Household 120% AMI Median (100%) 80% AMI 60% AMI 1 $ 73,320 $ 61,100 $ 48,850 $ 36,660 2 $ 83,760 $ 69,800 $ 55,800 $ 41,880 3 $ 94,200 $ 78,500 $ 62,800 $ 47,100 4 $ 104,640 $ 87,200 $ 69,750 $ 52,320 5 $ 113,040 $ 94,200 $ 75,350 $ 56,520 6 $ 121,440 $ 101,200 $ 80,950 $ 60,720 2‐Bed "Residence" Condo 3‐Bed "Brownstone" Townhome Sales Price $ 300,000 $ 440,000 Monthly Expenses: Mortgage $ 1,402 $ 2,056 Property Taxes (91 mills) $ 163 $ 239 Metro Dist Tax (50 mills) $ 89 $ 131 Insurance $ 75 $ 110 Utilities (w/solar) $ 30 $ 44 Building Maintenance $ 150 $ 150 Total Monthly Cost $ 1,819 $ 2,598 Annual Cost $ 21,830 $ 31,178 Annual Salary Required $ 57,448 $ 82,046 Targeted Household Size 3 People 4 People 80% ‐ 120% Income Range $62,800 ‐ $94,200 $69,750 ‐ $104,640 Attainable Housing Case Studies for Northfield Floorplans: Remaining 377 units (85.3%) of homes fit well within the attainable price range Northfield Base Sales Prices Row Houses $305,000 ‐ $325,000 Residences $290,000 ‐ $305,000 Flats $295,000 ‐ $395,000 Brownstones $390,000 ‐ $440,000 Highest Priced Floorplan Public Improvements Estimated Cost of Public Improvements  $30,101,665 Debt Details  Total Debt of Districts shall not exceed: $16,000,000  Amount of bond issuance depends on many factors including, but not limited to:  When we bond  Interest Rates  Absorption  Bond market fundamentals  Based on the factors above in today’s market, we will likely raise funds at an amount well below our $16,000,000 cap. Public Benefits Total Benefit Per‐Unit Benefit Smart Growth Management Increased Density 1) Alley‐Loaded Homes $820,800 $1,857 Public Spaces 1) Reduction in Allowed Density/ More Open Space $4,474,100 $10,122 2) Clubhouse & Swimming Pool $2,000,000 $4,525 3) Increased Landscaped Area (46.9% of site) $723,800 $1,638 4) Alta Vista Buffer Area $125,000 $283 5) Public amenity area $5,000 $11 Strategic Priorities Affordable Housing 1) 14.7% (65 units) of deed‐restricted affordable housing $4,420,000 $10,000 Attainable Housing 1) 85.3% (377 units) of attainably priced housing Difficult to Quant. Difficult to Quan. Total Benefit Per‐Unit Benefit TOTAL PUBLIC BENEFITS $19,966,470 $45,173 Total Benefit Per‐Unit Benefit Environmental Sustainability Energy Efficient Neighborhood 1) LEED Gold Certification $1,933,750 $4,375 2) Energy Recovery Ventilator (ERV) Systems $645,000 $1,459 Solar Energy 1) Appoximately 1 kW of Solar Per Unit $1,219,310 $2,759 Electric Vehicles 1) 240V wiring and outlets $375,000 $848 2) EV charging stations $30,000 $68 Critical Public Infrastructure Major Arterial Development 1) On‐Site Suniga Road Upsizing $1,682,640 $3,807 1) Off‐Site Suniga Road $774,800 $1,753 Pedestrian Connectivity 1) Regional Trail Construction $199,050 $450 Off‐Site Infrastructure 1) Off‐Site Sewer Construction & Upsizing $538,220 $1,218 Conclusion A Metro District Allows Us To Deliver a HUGE Benefit To The Community: WITH METRO DISTRICT WITHOUT METRO DISTRICT At least 65 affordable homes at 60% AMI average No affordable homes LEED Gold No green building certifications Solar panels on every home No solar panels 4-lane arterial built that alleviates many traffic concerns Financing for 4-lane arterial in question Critical public infrastructure such as a sewer line and regional trail Financing for critical public infrastructure in question Overall lower pricing to accommodate missing middle Prices will need to rise to make up shortfall District takes care of ongoing site operations and maintenance Residents burdened with fees for site operations and maintenance 1 Northfield Metro District Request Preview October 1, 2019 Josh Birks ATTACHMENT 7 Project Description • 6+ Year Multi Phase Master Planned Project • 442 Residential Units • 14.7% affordable 2 Policy Evaluation & Public Benefits Environmental Sustainability GHG Reduction Water/Energy Conservation Multimodal Transportation Enhance Resiliency Increase Renewable Capacity Critical Public Infrastructure Existing significant infrastructure challenges On-site Off-site Smart Growth Management Increase density Walkability/Pedestrian Infrastructure Availability of Transit Public Spaces Mixed-Use Strategic Priorities Affordable Housing Workforce Housing Infill/Redevelopment Economic Health Outcomes 3 Comparison of Prior to Current Service Plan 4 Sept. 17th Oct. 1st Service Plan Service Plan LEED Gold Certification on market rate units LEED Gold Certification on ALL units HERS Certification on market rate units (avg 35-49) HERS Certification on ALL units (avg 35-49) Affordable units at 80% or below AMI Affordable units at average of 60% AMI Solar Power on market rate units Solar Power on ALL units LEED Certification 5 Northfield Metro District Homes (all homes): • All units must meet LEED Gold certification. • The Green Insight has been engaged to achieve this certification and will inspect throughout the building. HERS Certification Northfield Metro District Homes (all homes): • Increased energy efficient building materials and methods will increase the energy efficiency of the homes. • Landmark will contract with a green energy consultant to ensure the buildings are constructed according to energy efficient standards and that official HERS scores are certified upon completion. 6 Average Fort Collins HERS Rating – 58 to 62 Average Proposed HERS Rating for All Housing – 35-49 Energy Recovery Ventilator (ERV) Systems, Solar and EV Charging 7 • Energy recovery ventilator (ERV) systems on every market rate unit to improve air quality inside the homes. • Northfield plans to include solar panels on all units that will produce at least 1kW of power for each unit. Thus, a 12-unit building will have roughly 12kW of solar panels. • Northfield will also deliver a 240V outlet in every garage to provide a place for the electric vehicle fast-charging stations and further encourage residents to drive eco-friendly cars. Affordable Housing 8 Affordable units will be delivered under the following guidelines: • A minimum of 65 rental units (14.7%) will be affordable at average 60% AMI level. • Landmark has a signed LOI with Mercy Housing for-rent multifamily builder that has projects around the nation. • Units will be deed restricted for at least 20 years. • Enforceability added commitments. 9 Backup Slides • Back-up Slides Policy Comparison – Key Provisions 10 Project Current Policy Mill Levy Caps 50 Mills 50 Mills Basic Infrastructure Partially To enable public benefit Eminent Domain Will Comply Prohibited Debt Limitation Will Comply 100% of Capacity Dissolution Limit Ongoing for O&M 40 years (end user refunding exception) Citizen Control Will Comply As early as possible Multiple Districts Yes Projected over an extended period Commercial/ Residential Ratio Residential N/A Public Improvements 11 Improvement Description Estimated Cost (millions) Earthwork and Grading Primarily grading $5.4 Roadway Improvements Roads, Parking Lots, Signage, Lighting $6.4 Water Improvements Waterlines $0.6 Sanitary Sewer Improvements Sewer infrastructure, including upsizing, both on- and off-site for the project $1.3 Storm Sewer Improvements Main infrastructure $1.9 Landscaping Regional Trail construction, neighborhood park development, development of clubhouse/pool, and other landscaping $4.0 Misc. / Amenity Engineering, inspection, and administrative costs $5.5 Contingency Costs Contingency (20% of construction) $5.1 Total $30.1 Sum is slightly off due to rounding. Attainable/Workforce Housing 12 Workforce Housing units is defined as units affordable to a household earning between 81 percent and 120 percent of AMI. Residential Units (2020 Base Price) Housing Type # Units Price Brownstones 139 $388,518 Flats 180 359,040 Value Condo 16 316,200 Stacked Condo 40 306,714 Deed Restricted Condo 65 265,200 Studio Rental 2 200,000 Total/Average 442 $347,504 Policy Evaluation & Public Benefits 13 Solar panels on every market rate unit. These buildings will feature a photovoltaic system that will produce at least 1kW of power for each unit. Thus, a 12-unit building will have roughly 12kW of solar panels. On-Site The Metro District will finance and deliver the on-site Regional Trail as well as the off-site pedestrian connection for the northeastern portion up to the intersection at Lemay Avenue and Conifer Street. Increase Density Alley load homes. Affordable Housing 15% of homes will be 80% AMI or less (65 units) with 20-year deed restriction. Northfield will commit all of the units to meeting LEED Gold certification. Northfield has engaged the environmental group The Green Insight to help achieve this certification and will be responsible for the inspections throughout the building process to ensure Northfield receives the LEED Gold certifications Workforce Housing The remaining 85.3% (377) of the total number of dwelling units will be priced for sale for someone making 80% to 120% of AMI for attainable housing option. Energy recovery ventilator (ERV) systems will also be installed on every market rate unit to improve air quality inside the homes. Vine & Timberline contributions Public Space Neighborhood parks; Clubhouse/Swimming pool. A Public Amenity Area would be next to the mixed-use building and offer amenities such as a dog-wash station, bike repair or pump station, or other similar public use features. All the homes will commit to HERS ratings ranging from 35 to 49. Interpretive Historical Park and Gateway Features bordering Alta Vista. 240V outlet in every garage Economic Health Northfield is located within walking 14 Triple Bottom Line Scan (TBL-S) Initial Results Key TBL-S Results • The proposed 15% affordable housing (65 units) would have positive impacts for both economic and social sustainability. • 85% of the homes will be priced at attainable price levels, targeting families making 80-120% of AMI, “the missing middle”. • Inclusion of solar panels on 40% of homes. Solar will help power the community center. Mitigation Strategies • Could benefit from committing to more specific environmental public benefits (e.g. DOE Net Zero Ready homes, LEED standards) and water conservation efforts. -1- RESOLUTION 2019-101 OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS RECONSIDERING, REHEARING AND APPROVING THE CONSOLIDATED SERVICE PLAN FOR NORTHFIELD METROPOLITAN DISTRICT NOS. 1-3 WHEREAS, Title 32 of the Colorado Revised Statutes (“C.R.S.”) authorizes the formation of various kinds of governmental entities to finance and operate public services and infrastructure, including metropolitan districts; and WHEREAS, on February 5, 2019, City Council adopted Resolution 2019-016 approving the “City of Fort Collins Policy for Reviewing Service Plans for Metropolitan Districts” (the “Policy”) setting forth guidelines, requirements and criteria applicable to the City’s consideration of a metropolitan district service plan; and WHEREAS, pursuant to the provisions of Article 1 of Title 32 of the Colorado Revised Statutes (the “Special District Act”) and the Policy, Landmark Homes (the “Applicant”) has submitted an application to the City for the City Council to consider a Consolidated Service Plan (the “Service Plan”) for the Northfield Metropolitan District Nos. 1-3 (each a “District” and collectively the “Districts”); and WHEREAS, a copy of the Service Plan is attached as Exhibit “A” and incorporated herein by reference; and WHEREAS, the Districts will be organized to provide for the financing, planning, design, acquisition, construction, installation, relocation, redevelopment and operation and maintenance of all or a portion of certain public improvements, as more specifically described in the Service Plan; and WHEREAS, in accordance with the Policy, the Applicant has complied with the requirement for mailed notice of the City Council’s August 20, 2019, public hearing on the Service Plan, as evidenced by the “Certificate of Mailing of Notice of Public Hearing” attached as Exhibit “B” and incorporated herein by reference; and WHEREAS, the Applicant has also provided notice of the August 20, 2019, public hearing by publication as evidenced by the “Affidavit of Publication” attached as Exhibit “C” and incorporated herein by reference; and WHEREAS, on August 20, 2019, the City Council took action which, under Section 2.c. of City Council’s Rules of Procedure (May 21, 2019), continued its consideration of the Service Plan to its September 3, 2019, regular meeting; and WHEREAS, additional notice of this continued consideration was mailed by the Applicant on August 22, 2019, as evidenced in the “Certificate of Mailing of Public Hearing” dated August 27, 2019, attached hereto as Exhibit “D” and incorporated herein by reference, and -2- such notice was also published in the Coloradoan on August 24, 2019, as evidenced by the “Affidavit of Publication” attached as Exhibit “E” and incorporated herein by reference; and WHEREAS, at its September 3, 2019, the City Council adopted a motion to again continue the hearing on the Service Plan to be held at City Council’s September 17, 2019, meeting; and WHEREAS, on September 17, 2019, the City Council conducted its public hearing on the Service Plan, in which it reviewed the Service Plan and considered the testimony and evidence concerning it presented at the 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 resolution of the governing body of the municipality within which the proposed district lies; and WHEREAS, a motion was made and seconded at the September 17, 2019, meeting to adopt Resolution 2019-092 to approve the Service Plan, but the motion failed by a vote of 3 in favor and 4 against; and WHEREAS, after that motion failed, the City Council adopted a motion directing City staff to prepare a resolution for Council to consider at its October 1, 2019, to adopt its findings, determinations and conclusions supporting denial of the Service Plan; and WHEREAS, at City Council’s adjourned September 24, 2019, meeting, Council adopted a motion to suspend City Council’s Rules of Procedure to allow it to consider a motion from any Councilmember to reconsider the motion by which Council voted down Resolution 2019-092 and to conduct a rehearing on the Service Plan at Council’s October 1, 2019, meeting; and WHEREAS, after so suspending the Rules of Procedures, the City Council adopted a motion to reconsider the motion by which it voted down Resolution 2019-092 and to conduct a rehearing of the Service Plan at Council’s October 1, 2019, meeting; and WHEREAS, the City Council conducted a rehearing on the Service Plan at its October 1, 2019, meeting and received additional testimony and evidence, which together with the September 17, 2019, hearing constitutes the public hearing in this matter; and WHEREAS, this included the Applicant presenting revisions to the Service Plan to address the City Council’s concerns that the affordable-housing units to be provided as public benefits under the Service Plan will also be designed and constructed to the same energy- efficiency standards as the Applicant’s market-rate housing units will be; and WHEREAS, the City Council wishes to approve the Service Plan by the adoption of this Resolution. -3- 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 Policy’s notification requirements have been substantially complied with by the Applicant regarding the City Council’s public hearing on the Service Plan conducted on September 17, 2019, and then the public rehearing of the Service Plan on October 1, 2019. Section 3. That the City Council hereby finds and determines that the Service Plan contains, or sufficiently provides for, the items described in C.R.S. Section 32-1-202(2), which are: (a) A description of the Districts’ proposed services; (b) A financial plan showing how the proposed services are to be financed, including the proposed operating revenue derived from property taxes for the first budget year of the Districts; (c) All proposed indebtedness for the Districts displayed together with a schedule indicating the year or years in which the debt is scheduled to be issued; (d) A preliminary engineering or architectural survey showing how the proposed services are to be provided; (e) A map of the proposed Districts’ boundaries and an estimate of the population and valuation for assessment of the proposed Districts; (f) A general description of the facilities to be constructed and the standards of such construction, including a statement of how the facility and service standards of the proposed Districts will be compatible with the City’s facility and service standards; (g) A general description of the estimated cost of acquiring land, engineering services, legal services, administrative services, initial proposed indebtedness and estimated proposed maximum interest rates and discounts, and other major expenses related to the organization and initial operation of the Districts; and (f) A description of any arrangement or proposed agreement with any political subdivision for the performance of any services between the proposed Districts and such other political subdivision, and, if the form contract to be used is available, it shall be attached to the Service Plan. Section 4. That the City Council hereby further finds and determines with respect to the Service Plan and in accordance with C.R.S. Sections 32-1-203(2) and 32-1-204.5(1), that: (a) There is sufficient existing and projected need for organized service in the area to be serviced by the proposed Districts; -4- (b) The existing service in the area to be served by the proposed Districts is inadequate for present and projected needs; (c) The proposed Districts are capable of providing economical and sufficient service to the area within the proposed boundaries; and (d) The area to be included in the proposed Districts has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. Section 5. The City Council’s findings are based solely upon the evidence in the Service Plan as presented at the public hearing and the City has not conducted any independent investigation of the evidence. The City makes no guarantee as to the financial viability of the Districts or the achievability of the desired results. Section 6. That the City Council hereby approves the Service Plan. Section 7. That the City Council’s approval of the Service Plan is not a waiver or a limitation upon any power that the City or the City Council is legally permitted to exercise regarding the property within the Districts. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 1st day of October, A.D. 2019. _________________________________ Mayor ATTEST: _____________________________ City Clerk CONSOLIDATED SERVICE PLAN FOR NORTHFIELD METROPOLITAN DISTRICT NOS. 1-3 CITY OF FORT COLLINS, COLORADO Prepared by: WHITE BEAR ANKELE TANAKA & WALDRON 2154 E. Commons Ave., Suite 2000 Centennial, CO 80122 Submitted On: August 7, 2019 Approved on: [__________________] EXHIBIT A i TABLE OF CONTENTS I. INTRODUCTION .............................................................................................................. 1 A. Purpose and Intent................................................................................................... 1 B. Need for the Districts. ............................................................................................. 1 C. Objective of the City Regarding Districts’ Service Plan. ....................................... 2 D. City Approvals. ....................................................................................................... 2 II. DEFINITIONS .................................................................................................................... 2 III. BOUNDARIES AND LOCATION .................................................................................... 5 IV. DESCRIPTION OF PROJECT, PLANNED DEVELOPMENT, PUBLIC BENEFITS & ASSESSED VALUATION ................................................................................................ 6 A. Project and Planned Development. ......................................................................... 6 B. Public Benefits. ....................................................................................................... 6 C. Assessed Valuation. ................................................................................................ 8 V. INCLUSION OF LAND IN THE SERVICE AREA ......................................................... 8 VI. DISTRICT GOVERNANCE .............................................................................................. 8 VII. AUTHORIZED AND PROHIBITED POWERS ............................................................... 8 A. General Grant of Powers. ........................................................................................ 8 B. Prohibited Improvements and Services and other Restrictions and Limitations. ... 9 1. Eminent Domain Restriction....................................................................... 9 2. Fee Limitation ............................................................................................. 9 3. Operations and Maintenance....................................................................... 9 4. Fire Protection Restriction ........................................................................ 10 5. Public Safety Services Restriction ............................................................ 10 6. Grants from Governmental Agencies Restriction ..................................... 10 7. Golf Course Construction Restriction ....................................................... 10 8. Television Relay and Translation Restriction ........................................... 10 9. Potable Water and Wastewater Treatment Facilities ................................ 10 10. Sales and Use Tax Exemption Limitation ................................................ 11 11. Sub-district Restriction ............................................................................. 11 12. Privately Placed Debt Limitation .............................................................. 11 13. Special Assessments ................................................................................. 11 VIII. PUBLIC IMPROVEMENTS AND ESTIMATED COSTS ............................................. 11 A. Development Standards. ....................................................................................... 12 B. Contracting. ........................................................................................................... 13 ii C. Land Acquisition and Conveyance. ...................................................................... 13 D. Equal Employment and Discrimination. ............................................................... 13 IX. FINANCIAL PLAN/PROPOSED DEBT......................................................................... 13 A. Financial Plan........................................................................................................ 13 B. Mill Levies. ........................................................................................................... 14 1. Aggregate Mill Levy Maximum ............................................................... 14 2. Regional Mill Levy Not Included in Other Mill Levies ........................... 14 3. Operating Mill Levy ................................................................................. 14 4. Gallagher Adjustments.............................................................................. 14 5. Excessive Mill Levy Pledges .................................................................... 15 6. Refunding Debt ......................................................................................... 15 7. Maximum Debt Authorization .................................................................. 15 C. Maximum Voted Interest Rate and Underwriting Discount. ................................ 15 D. Interest Rate and Underwriting Discount Certification. ....................................... 15 E. Disclosure to Purchasers. ...................................................................................... 16 F. External Financial Advisor. .................................................................................. 16 G. Disclosure to Debt Purchasers. ............................................................................. 16 H. Security for Debt. .................................................................................................. 17 I. TABOR Compliance. ............................................................................................ 17 J. Districts’ Operating Costs. .................................................................................... 17 X. REGIONAL IMPROVEMENTS...................................................................................... 17 A. Regional Mill Levy Authority. ............................................................................. 18 B. Regional Mill Levy Imposition. ............................................................................ 18 C. City Notice Regarding Regional Improvements. .................................................. 18 D. Regional Improvements Authorized Under Service Plan. .................................... 18 E. Expenditure of Regional Mil Levy Revenues. ...................................................... 18 1. Intergovernmental Agreement .................................................................. 18 2. No Intergovernmental Agreement ............................................................ 18 F. Regional Mill Levy Term. .................................................................................... 19 G. Completion of Regional Improvements. ............................................................... 19 H. City Authority to Require Imposition. .................................................................. 19 I. Regional Mill Levy Not Included in Other Mill Levies. ...................................... 19 J. Gallagher Adjustment. .......................................................................................... 19 XI. CITY FEES ....................................................................................................................... 19 iii XII. BANKRUPTCY LIMITATIONS ..................................................................................... 19 XIII. ANNUAL REPORTS AND BOARD MEETINGS ......................................................... 20 A. General. ................................................................................................................. 20 B. Board Meetings. .................................................................................................... 20 C. Report Requirements. ........................................................................................... 20 1. Narrative ................................................................................................... 20 2. Financial Statements ................................................................................. 20 3. Capital Expenditures ................................................................................. 20 4. Financial Obligations ................................................................................ 21 5. Board Contact Information ....................................................................... 21 6. Other Information ..................................................................................... 21 D. Reporting of Significant Events. ........................................................................... 21 E. Failure to Submit................................................................................................... 21 XIV. SERVICE PLAN AMENDMENTS ................................................................................. 22 XV. MATERIAL MODIFICATIONS ..................................................................................... 22 XVI. DISSOLUTION ................................................................................................................ 22 XVII. SANCTIONS .................................................................................................................... 23 XVIII. INTERGOVERNMENTAL AGREEMENT WITH CITY .............................................. 23 XIX. CONCLUSION ................................................................................................................. 24 XX. RESOLUTION OF APPROVAL ..................................................................................... 24 iv EXHIBITS EXHIBIT A-1 Legal Description of District No. 1 Boundaries EXHIBIT A-2 Legal Description of District No. 2 Boundaries EXHIBIT A-3 Legal Description of District No. 3 Boundaries EXHIBIT B-1 District No. 1 Boundary Map EXHIBIT B-2 District No. 2 Boundary Map EXHIBIT B-3 District No. 3 Boundary Map EXHIBIT C Vicinity Map EXHIBIT D Public Improvement Cost Estimates EXHIBIT E Public Improvement Maps EXHIBIT F Financial Plan EXHIBIT G Public Benefits EXHIBIT H Disclosure Notice EXHIBIT I Form of 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, the Special District Act and other applicable State law. Except as may otherwise be provided by State law, City Code or this Service Plan, the Districts’ activities are subject to review and approval by the City Council only insofar as they are a material modification of this Service Plan under C.R.S. Section 32-1-207 of the Special District Act. It is intended that the Districts will provide all or part of the Public Improvements for the Project for the use and benefit of all anticipated inhabitants and taxpayers of the Districts. The primary purpose of the Districts will be to finance the construction of these Public Improvements by the issuance of Debt. It is also intended under this Service Plan that no District shall be authorized to issue any Debt, impose a Debt Mill Levy, or impose any Fees for payment on Debt unless and until the delivery of the applicable Public Benefits described in Section IV.B of this Service Plan has been secured in accordance with Section IV.B of this Service Plan. It is intended that this Service Plan also requires the Districts to pay a portion of the cost of the Regional Improvements, as provided in Section X of this Service Plan, as part of ensuring that those privately-owned properties to be developed in the Districts that benefit from the Regional Improvements pay a reasonable share of the associated costs. The Districts are not intended to provide ongoing operations and maintenance services except as expressly authorized in this Service Plan. It is the intent of the Districts to dissolve upon payment or defeasance of all Debt incurred or upon a court determination that adequate provision has been made for the payment of all Debt, except that if the Districts are authorized in this Service Plan to perform continuing operating or maintenance functions, the Districts shall continue in existence for the sole purpose of providing such functions and shall retain only the powers necessary to impose and collect the taxes or Fees authorized in this Service Plan to pay for the costs of those functions. It is intended that the Districts shall comply with the provisions of this Service Plan and that the City may enforce any non-compliance with these provisions as provided in Sections XVII and XVIII of this Service Plan. B. Need for the Districts. There are currently no other governmental entities, including the City, located in the immediate vicinity of the Districts that consider it desirable, feasible or practical to undertake the 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. 2 C. Objective of the City Regarding Districts’ Service Plan. The City’s objective in approving this Service Plan is to authorize the Districts to provide for the planning, design, acquisition, construction, installation, relocation and redevelopment of the Public Improvements from the proceeds of Debt to be issued by the Districts but in doing so, to also establish in the Service Plan the means by which the Regional Improvements and Public Benefits will be provided. Except as specifically provided in this Service Plan, all Debt is expected to be repaid by taxes and Fees imposed and collected for no longer than the Maximum Debt Mill Levy Imposition Term for residential properties and at a tax mill levy no higher than the Maximum Debt Mill Levy. Fees imposed for the payment of Debt shall be due no later than upon the issuance of a building permit. Debt which is issued within these parameters and, as further described in the Financial Plan, will insulate property owners from excessive tax and Fee burdens to support the servicing of the Debt and will result in a timely and reasonable discharge of the Debt. D. City Approvals. Any provision in this Service Plan requiring “City” or “City Council” approval or consent shall require the City Council’s prior written approval or consent exercised in its sole discretion. Any provision in this Service Plan requiring “City Manager” approval or consent shall require the City Manager’s prior written approval or consent exercised in the City Manager’s sole discretion. II. DEFINITIONS In this Service Plan, the following words, terms and phrases which appear in a capitalized format shall have the meaning indicated below, unless the context clearly requires otherwise: Aggregate Mill Levy: means the total mill levy resulting from adding a District’s Debt Mill Levy and Operating Mill Levy. A District’s Aggregate Mill Levy does not include any Regional Mill Levy that the District may levy. Aggregate Mill Levy Maximum: means the maximum number of combined mills the Districts may each levy for its Debt Mill Levy and Operating Mill Levy, at a rate not to exceed the limitation set in Section IX.B.1. Approved Development Plan: means a City-approved development plan or other land- use application required by the City Code for identifying, among other things, public improvements necessary for facilitating the development of property within the Service Area, which plan shall include, without limitation, any development agreement required by the City Code. Board or Boards: means the duly constituted board of directors of each 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 3 mill levy, Fees or other legally available revenue. Such terms do not include contracts through which a District procures or provides services or tangible property. City: means the City of Fort Collins, Colorado, a home rule municipality. City Code: means collectively the City’s Municipal Charter, Municipal Code, Land Use Code and ordinances as all are now existing and hereafter amended. City Council: means the City Council of the City. City Manager: means the City Manager of the City. C.R.S.: means the Colorado Revised Statutes. Debt Mill Levy: means a property tax mill levy imposed on Taxable Property within a District for the purpose of paying Debt as authorized in this Service Plan, at a rate not to exceed the limitations set in Section IX.B of this Service Plan. Developer: means a person or entity that is the owner of property or owner of contractual rights to property in the Service Area that intends to develop the property. District: means any of the following metropolitan districts: Northfield Metropolitan District No. 1, Northfield Metropolitan District No. 2 and Northfield Metropolitan District No. 3, as each are organized under and governed by this Service Plan. District No. 1 Boundaries: means the boundaries of the area legally described in Exhibit A-1 attached hereto and incorporated by reference and as depicted in the District No. 1 Boundary Map. District No. 2 Boundaries: means the boundaries of the area legally described in Exhibit A-2 attached hereto and incorporated by reference and as depicted in the District No. 2 Boundary Map. District No. 3 Boundaries: means the boundaries of the area legally described in Exhibit A-3 attached hereto and incorporated by reference and as depicted in the District No. 3 Boundary Map. District No. 1 Boundary Map: means the map of the District No. 1 Boundaries attached hereto as Exhibit B-1 and incorporated by reference. District No. 2 Boundary Map: means the map of the District No. 2 Boundaries attached hereto as Exhibit B-2 and incorporated by reference. District No. 3 Boundary Map: means the map of the District No. 3 Boundaries attached hereto as Exhibit B-3 and incorporated by reference. 4 Districts: means Northfield Metropolitan District No. 1, Northfield Metropolitan District No. 2 and Northfield Metropolitan District No. 3, collectively, organized under and governed by this Service Plan. End User: means any owner, or tenant of any owner, of any property within the Districts, who is intended to become burdened by the imposition of ad valorem property taxes and/or Fees. By way of illustration, a resident homeowner, renter, commercial property owner or commercial tenant is an End User. A Developer and any person or entity that constructs homes or commercial structures is not an End User. External Financial Advisor: means a consultant that: (1) is qualified to advise Colorado governmental entities on matters relating to the issuance of securities by Colorado governmental entities including matters such as the pricing, sales and marketing of such securities and the procuring of bond ratings, credit enhancement and insurance in respect of such securities; (2) shall be an underwriter, investment banker, or individual listed as a public finance advisor in the Bond Buyer’s Municipal Market Place or, in the City’s sole discretion, other recognized publication as a provider of financial projections; and (3) is not an officer or employee of the Districts or an underwriter of the Districts’ Debt. Fees: means the fees, rates, tolls, penalties and charges the Districts are authorized to impose and collect under this Service Plan. Financial Plan: means the Financial Plan described in Section IX of this Service Plan which was prepared by D.A. Davidson & Co., an External Advisor, in accordance with the requirements of this Service Plan and describes (a) how the Public Improvements are to be financed; (b) how the Debt is expected to be incurred; and (c) the estimated operating revenue derived from property taxes and any Fees for the first budget year through the year in which all District Debt is expected to be defeased or paid in the ordinary course. Maximum Debt Authorization: means the total Debt the Districts are permitted to issue as set forth in Section IX.B.7 of this Service Plan. Maximum Debt Mill Levy Imposition Term: means the maximum term during which a District’s Debt Mill Levy may be imposed on property developed in the Service Area for residential use, which shall include residential properties in mixed-use developments. This maximum term shall not exceed forty (40) years from December 31 of the year this Service Plan is approved by City Council Operating Mill Levy: means a property tax mill levy imposed on Taxable Property for the purpose of funding a District’s administration, operations and maintenance as authorized in this Service Plan, including, without limitation, repair and replacement of Public Improvements, and imposed at a rate not to exceed the limitations set in Section IX.B of this Service Plan. Planned Development: means the private development or redevelopment of the properties in the Service Area, commonly referred to as Northfield, under an Approved Development Plan. Project: means the installation and construction of the Public Improvements for the Planned Development. 5 Public Improvements: means the improvements and infrastructure the Districts are authorized by this Service Plan to fund and construct for the Planned Development to serve the future taxpayers and inhabitants of the Districts, except as specifically prohibited or limited in this Service Plan. Public Improvements shall include, without limitation, the improvements and infrastructure described in Exhibit F attached hereto and incorporated by reference. Public Improvements do not include Regional Improvements. Regional Improvements: means any regional public improvement identified by the City for funding, in whole or part, by a Regional Mill Levy levied by the Districts, including, without limitation, the public improvements described in Exhibit I attached hereto and incorporated by reference. Regional Mill Levy: means the property tax mill levy imposed on Taxable Property for the purpose of planning, designing, acquiring, funding, constructing, installing, relocating and/or redeveloping the Regional Improvements and/or to fund the administration and overhead costs related to the Regional Improvements as provided in Section X of this Service Plan. Service Area: means the property collectively within the District No. 1 Boundaries, District No. 2 Boundaries, and District No. 3 Boundaries, all as may be amended from time to time as further set forth in this Service Plan and the Special District Act. Special District Act: means Article 1 in Title 32 of the Colorado Revised Statutes, as amended. Service Plan: means this service plan for the Districts approved by the City Council. Service Plan Amendment: means a material modification of the Service Plan approved by the City Council in accordance with the Special District Act, this Service Plan and any other applicable law. State: means the State of Colorado. TABOR: means Colorado’s Taxpayer’s Bill of Rights in Article X, Section 20 of the Colorado Constitution. Taxable Property: means the real and personal property within the Service Area that will be subject to the ad valorem property taxes imposed by the Districts. Vicinity Map: means the map attached hereto as Exhibit E and incorporated by reference depicting the location of the Service Area within the regional area surrounding it. III. BOUNDARIES AND LOCATION The area of the Service Area includes approximately 56.3 acres. A legal description and map of the District No. 1 Boundaries are attached hereto as Exhibit A-1 and Exhibit B-1, respectively; a legal description and map of the District No. 2 Boundaries are attached hereto as Exhibit A-2 and Exhibit B-2, respectively; and a legal description and map of the District No. 3 Boundaries are attached hereto as Exhibit A-3 and Exhibit B-3, respectively. It is anticipated that 6 the Districts’ Boundaries may expand or contract from time to time as the Districts undertake inclusions or exclusions pursuant to the Special District Act, subject to the limitations set forth in Section V of this Service Plan. The location of the Service Area is depicted in the vicinity map attached as Exhibit E. IV. DESCRIPTION OF PROJECT, PLANNED DEVELOPMENT, PUBLIC BENEFITS & ASSESSED VALUATION A. Project and Planned Development. Situated within walking distance of the City’s Old Town, the Planned Development is a proposed 56.3-acre, mixed-use community located west of Lindenmeier Road, southeast of the Lake Canal and north of the to-be designated historic Alta Vista neighborhood. The Planned Development targets a number of the City’s stretch outcomes and critical objectives, including neighborhood livability and social health, environmental health, and transportation. The Planned Development incorporates goals of the following plans: the City Plan, Transportation Master Plan, Master Street Plan, Nature in the City Strategic Plan, Natural Areas Master Plan, Paved Recreational Trail Master Plan, Northside Neighborhoods Plan, Pedestrian Plan, and Bicycle Master Plan. The Planned Development is anticipated to include approximately 442 attached housing units, of which a minimum of sixty-five (65) housing units will be designated and provided as as either for-sale or for-rent affordable housing (the “Required Affordable Units”), and the majority of the rest of the units will be sold as attainable housing units. The Planned Development is also anticipated to include a mixed-use center that will offer light commercial use on the first floor, residential for-rent units on the second floor, and small amenities open to the public. The estimated resident population at build-out is 1,139. Construction of the Planned Development is planned to be completed by year 2026. In accordance with the Financial Plan, the estimated assessed valuation of the Planned Development in 2024 is estimated to be $8,525,353 for residential and $181,867 for commercial, and in 2029 it is estimated to be $13,129,996 for residential and $204,346 for commercial. Approval of this Service Plan by the City Council does not constitute nor imply approval of the development of any particular land-use for any specific area within the Districts. Any such approval must be contained within an Approved Development Plan. B. Public Benefits. In addition to providing the Public Improvements described in Exhibit F and the Regional Improvements, the Districts will deliver several public benefits to the community in accordance with the City’s Metro District Service Plan Policy. The public benefits include, but are not limited to, developing critical on-site and off-site public infrastructure, employing high quality and smart growth practices, creating the Required Affordable Units, creating attainable housing units to support the workforce, and incorporating environmental sustainability through energy and water conservation, and enhanced multimodal transportation, all of which are specifically described in Exhibit I attached hereto and incorporated herein by this reference (collectively, the “Public Benefits”). In addition to the foregoing, if all or a portion of the Required Affordable Units are 7 offered as for-sale units, such units must be sold at a price affordable in Larimer County, Colorado, for an area median income (“AMI”) of 80% or lower. If all of a portion of the Required Affordable Units are offered as for-rent units, such units must be rented at a price affordable in Larimer County, Colorado, for an AMI of 80% or lower and the average of all rents for those units must at all times reasonably approximate to a Larimer County AMI of 60% or lower. In addition, as provided in Exhibit I, the Required Affordable Units shall be designed and constructed to the same energy-efficiency standards as the other housing units built in the Planned Development. Therefore, notwithstanding any provision to the contrary contained in this Service Plan, no District shall be authorized to issue any Debt or to impose a Debt Mill Levy or any Fees for payment of Debt unless and until the delivery of the Public Benefits specifically related to the phase of the Planned Development or portion of the Project to be financed with such Debt, Debt Mill Levy or Fees are secured in a manner approved by the City Council. To satisfy this precondition to the issuance of Debt and to the imposition of the Debt Mill Levy and Fees, delivery of the Public Benefits for each phase of the Project and the Planned Development must be secured by one of the following methods, as applicable: 1. For any portion of the Public Benefits to be provided by one or more of the Districts, each such District must enter into an intergovernmental agreement with the City either (i) agreeing to provide those Public Benefits as a legally enforceable multiple-fiscal year obligation of the District under TABOR, or by (ii) securing performance of that obligation with a surety bond, letter of credit, or other security acceptable to the City, and any such intergovernmental agreement must be approved by the City Council by resolution; 2. For any portion of the Public Benefits to be provided by one or more Developers of the Planned Development, each such Developer must either (i) enter into a development agreement with the City under the Developer’s applicable Approved Development Plan, which agreement must legally obligate the Developer to provide those Public Benefits before the City is required to issue building permits and/or certificates of occupancy for structures to be built under the Approved Development Plan for that phase of the Planned Development, or (ii) secure such obligations with a surety bond, letter of credit, or other security acceptable to the City, and all such development agreements must be approved by the City Council by resolution; or 3. For any portion of the Public Benefits to be provided in part by one or more of the Districts in the Project and in part by one or more of the Developers in the Planned Development or Project, an agreement between the City, the affected District(s), and the Developer(s) that secures such Public Benefits as legally binding obligations using the methods described in subsections 1 and 2 above, and all such agreements must be approved by the City Council by resolution. Specifically, with regard to delivery of the Required Affordable Units contemplated in Section 2 above, the development agreement between the Developer and the City shall include the following conditions: The Required Affordable Units may be provided through either of the following two mechanisms or any other mechanism mutually agreed upon by the Developer and the City, or any combination of the same: 8 a. Construction of the Required Affordable Units by the Developer under the Approved Development Plan. Only those Developer-constructed Required Affordable Units for which the City has issued a certificate of occupancy will be counted toward the satisfaction of the total number of Required Affordable Units needed. b. Sale of lots for the Required Affordable Units within the Planned Development by the Developer to a non-profit or for-profit builder who will contractually guarantee to the City that the builder will only build Required Affordable Units on the those lots. At the time any such sale is closed and the contractual guarantee has been provided to the City to its satisfaction, the number of housing units approved for construction on such lots shall count toward the Required Affordable Units. All sixty-five (65) of the Required Affordable Units shall be secured through one of the mechanisms described above (or through any other mechanism agreed upon in writing between the City and the Developer) before the City is required to issue more than two hundred twenty-one (221) total building permits for dwelling units to be built in the Planned Development. Once all sixty-five (65) of the Required Affordable Units have been secured as here required, this restriction on building permits shall terminate. C. Assessed Valuation. The current assessed valuation of the Service Area is approximately $2,024 and, at build out is expected to be $13,334,342. These amounts are expected to be sufficient to reasonably discharge the Debt as demonstrated in the Financial Plan. V. INCLUSION OF LAND IN THE SERVICE AREA The Districts shall not add any real property to the Service Area without the City’s approval and in compliance with the Special District Act. Once a District has issued Debt, it shall not exclude real property from the District’s boundaries without the prior written consent of the City Council. VI. DISTRICT GOVERNANCE The Districts’ Boards shall be comprised of persons who are a qualified “eligible elector” of the Districts as provided in the Special District Act. It is anticipated that, over time, the End Users who are eligible electors will assume direct electoral control of the Districts’ Boards as development of the Service Area progresses. The Districts shall not enter into any agreement by which the End Users’ electoral control of the Boards is removed or diminished. VII. AUTHORIZED AND PROHIBITED POWERS A. General Grant of Powers. 9 The Districts shall have the power and authority to provide the Public Improvements, the Regional Improvements and related operation and maintenance services, including design review and covenant enforcement services, within and without the Service Area, as such powers and authorities are described in the Special District Act, other applicable State law, common law and the Colorado Constitution, subject to the prohibitions, restrictions and limitations set forth in this Service Plan. If, after the Service Plan is approved, any State law is enacted to grant additional powers or authority to metropolitan districts by amendment of the Special District Act or otherwise, such powers and authority shall be deemed to be a part hereof. These new powers and authority shall only be available to be exercised by the Districts if the City Council first approves a Service Plan Amendment to specifically allow the exercise of such powers or authority by the Districts. B. Prohibited Improvements and Services and other Restrictions and Limitations. The Districts’ powers and authority under this Service Plan to provide Public Improvements and services and to otherwise exercise its other powers and authority under the Special District Act and other applicable State law, are prohibited, restricted and limited as hereafter provided. Failure to comply with these prohibitions, restrictions and limitations shall constitute a material modification under this Service Plan and shall entitle the City to pursue all remedies available at law and in equity as provided in Sections XVII and XVIII of this Service Plan: 1. Eminent Domain Restriction The Districts shall not exercise their statutory power of eminent domain without first obtaining resolution approval from the City Council. This restriction on the Districts’ exercise of their eminent domain power is being voluntarily acquiesced to by the Districts and shall not be interpreted in any way as a limitation on the Districts’ sovereign powers and shall not negatively affect the Districts’ status as political subdivisions of the State as conferred by the Special District Act. 2. Fee Limitation Any Fees imposed for the repayment of Debt, if authorized by this Service Plan, shall not be imposed by the Districts upon or collected from an End User. In addition, Fees imposed for the payment of Debt shall not be imposed unless and until the requirements for securing the delivery of the District’s portion of the Public Benefits have been satisfied in accordance with Section IV.B of this Service Plan. Notwithstanding the foregoing, this Fee limitation shall not apply to any Fee imposed to fund the operation, maintenance, repair or replacement of Public Improvements or the administration of the Districts. 3. Operations and Maintenance 10 The primary purpose of the Districts is to plan for, design, acquire, construct, install, relocate, redevelop and finance the Public Improvements. The Districts shall dedicate the Public Improvements to the City or other appropriate jurisdiction or owners’ association in a manner consistent with the Approved Development Plan and the City Code, provided that nothing herein requires the City to accept a dedication. The Districts are each specifically authorized to operate and maintain all or any part or all of the Public Improvements not otherwise conveyed or dedicated to the City or another appropriate governmental entity until such time as the District is dissolved. 4. Fire Protection Restriction The Districts are not authorized to plan for, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain fire protection facilities or services, unless such facilities and services are provided pursuant to an intergovernmental agreement with the Poudre Fire Authority. The authority to plan for, design, acquire, construct, install, relocate, redevelop, finance, operate or maintain fire hydrants and related improvements installed as part of the Project’s water system shall not be limited by this subsection. 5. Public Safety Services Restriction The Districts are not authorized to provide policing or other security services. However, the Districts may, pursuant to C.R.S. § 32-1-1004(7), as amended, furnish security services pursuant to an intergovernmental agreement with the City. 6. Grants from Governmental Agencies Restriction The Districts shall not apply for grant funds distributed by any agency of the United States Government or the State without the prior written approval of the City Manager. This does not restrict the collection of Fees for services provided by the Districts to the United States Government or the State. 7. Golf Course Construction Restriction Acknowledging that the City has financed public golf courses and desires to coordinate the construction of public golf courses within the City’s boundaries, the Districts shall not be authorized to plan, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain a golf course unless such activity is pursuant to an intergovernmental agreement with the City approved by the City Council. 8. Television Relay and Translation Restriction The Districts are not authorized to plan for, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain television relay and translation facilities and services, other than for the installation of conduit as a part of a street construction project, unless such facilities and services are provided pursuant to prior written approval from the City Council as a Service Plan Amendment. 9. Potable Water and Wastewater Treatment Facilities 11 Acknowledging that the City and other existing special districts operating within the City currently own and operate treatment facilities for potable water and wastewater that are available to provide services to the Service Area, the Districts shall not plan, design, acquire, construct, install, relocate, redevelop, finance, own, operate or maintain such facilities without obtaining the City Council’s prior written approval either by intergovernmental agreement or as a Service Plan Amendment. 10. Sales and Use Tax Exemption Limitation The Districts shall not exercise any sales and use tax exemption otherwise available to the Districts under the City Code. 11. Sub-district Restriction The Districts shall not create any sub-district pursuant to the Special District Act without the prior written approval of the City Council. 12. Privately Placed Debt Limitation Prior to the issuance of any privately placed Debt, the Districts shall obtain the certification of an External Financial Advisor substantially as follows: We are [I am] an External Financial Advisor within the meaning of the District’s Service Plan. We [I] certify that (1) the net effective interest rate (calculated as defined in C.R.S. Section 32-1- 103(12)) to be borne by [insert the designation of the Debt] does not exceed a reasonable current [tax- exempt] [taxable] interest rate, using criteria deemed appropriate by us [me] and based upon our [my] analysis of comparable high yield securities; and (2) the structure of [insert designation of the Debt], including maturities and early redemption provisions, is reasonable considering the financial circumstances of the District. 13. Special Assessments The Districts shall not impose special assessments without the prior written approval of the City Council. VIII. PUBLIC IMPROVEMENTS AND ESTIMATED COSTS Exhibit F summarizes the type of Public Improvements that are projected to be constructed and/or installed by the Districts. The cost, scope, and definition of such Public Improvements may vary over time. The total estimated costs of Public Improvements, as set forth in Exhibit F, excluding any improvements paid for by the Regional Mill Levy necessary to serve the Planned 12 Development, are approximately $30,131,965 in 2019 dollars. The cost estimates are based upon preliminary engineering, architectural surveys, and reviews of the Public Improvements set forth in Exhibit F and include all construction cost estimates together with estimates of costs such as land acquisition, engineering services, legal expenses and other associated expenses. Maps of the anticipated location, operation, and maintenance of Public Improvements are attached hereto as Exhibit G. Changes in the Public Improvements or cost, which are approved by the City in an Approved Development Plan and any agreement approved by the City Council pursuant to Section IV.B of this Service Plan, shall not constitute a Service Plan Amendment. In addition, due to the preliminary nature of the Project, the City shall not be bound by this Service Plan in reviewing and approving the Approved Development Plan and the Approved Development Plan shall supersede the Service Plan with regard to the cost, scope, and definition of Public Improvements. Provided, however, any agreement approved and entered into pursuant to Section IV.B of this Service Plan for the provision of a Public Improvement that is also a Public Benefit shall supersede both this Service Plan and the Approved Development Plan. Except as otherwise provided by an agreement approved under Section IV.B of this Service Plan: (i) the design, phasing of construction, location and completion of Public Improvements will be determined by the Districts to coincide with the phasing and development of the Planned Development and the availability of funding sources; (ii) the Districts may, in their discretion, phase the construction, completion, operation, and maintenance of Public Improvements or defer, delay, reschedule, rephase, relocate or determine not to proceed with the construction, completion, operation, and maintenance of Public Improvements, and such actions or determinations shall not constitute a Service Plan Amendment; (iii) the Districts shall also be permitted to allocate costs between such categories of the Public Improvements as deemed necessary in their discretion; and (iv) to the extent that the City reimburses a developer for Public Improvements that would otherwise be reimbursable under the Special District Act, the District shall not reimburse the developer for such Public Improvements. The Public Improvements shall be listed using an ownership and maintenance matrix in Exhibit F, either individually or categorically, to identify the ownership and maintenance responsibilities of the Public Improvements. The City Code has development standards, contracting requirements and other legal requirements related to the construction and payment of public improvements and related to certain operation activities. Relating to these, the Districts shall comply with the following requirements: A. Development Standards. The Districts shall ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the City Code and of other governmental entities having proper jurisdiction, as applicable. The Districts directly, or indirectly through any Developer, will obtain the City’s approval of civil engineering plans and will obtain applicable permits for construction and installation of Public Improvements prior to performing such work. Unless waived by the City Council, the Districts shall be required, in accordance with the City Code, to post a surety bond, letter of credit, or other approved development security for any Public Improvements to be constructed by the Districts. Such development security may be released in the City Manager’s discretion when the constructing District has obtained funds, 13 through Debt issuance or otherwise, adequate to insure the construction of the Public Improvements, unless such release is prohibited by or in conflict with any City Code provision, State law or any agreement approved and entered into under Section IV.B of this Service Plan. Any limitation or requirement concerning the time within which the City must review the Districts’ proposal or application for an Approved Development Plan or other land use approval is hereby waived by the Districts. B. Contracting. The Districts shall comply with all applicable State purchasing, public bidding and construction contracting requirements and limitations. C. Land Acquisition and Conveyance. The purchase price of any land or improvements acquired by the Districts from the Developer shall be no more than the then-current fair market value as confirmed by an independent MAI appraisal for land and by an independent professional engineer for improvements. Land, easements, improvements and facilities conveyed to the City shall be free and clear of all liens, encumbrances and easements, unless otherwise approved by the City Manager prior to conveyance. All conveyances to the City shall be by special warranty deed, shall be conveyed at no cost to the City, shall include an ALTA title policy issued to the City, shall meet the environmental standards of the City and shall comply with any other conveyance prerequisites required in the City Code. D. Equal Employment and Discrimination. In connection with the performance of all acts or activities hereunder, the Districts shall not discriminate against any person otherwise qualified with respect to its hiring, discharging, promoting or demoting or in matters of compensation solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, gender identity or gender expression, marital status, or physical or mental disability, and further shall insert the foregoing provision in contracts or subcontracts entered into by the Districts to accomplish the purposes of this Service Plan. IX. FINANCIAL PLAN/PROPOSED DEBT This Section IX of the Service Plan describes the nature, basis, method of funding and financing limitations associated with the acquisition, construction, completion, repair, replacement, operation and maintenance of Public Improvements. A. Financial Plan. The Districts’ Financial Plan, attached as Exhibit H and incorporated by reference, reflects the Districts’ anticipated schedule for incurring Debt to fund Public Improvements in support of the Project. The Financial Plan also reflects the schedule of all anticipated revenues flowing to the Districts derived from the Districts’ mill levies, Fees imposed by the Districts, specific ownership taxes, and all other anticipated legally available revenues. The Financial Plan is based on economic, political and industry conditions as they presently exist and reasonable 14 projections and estimates of future conditions. These projections and estimates are not to be interpreted as the only method of implementation of the District’s goals and objectives but rather a representation of one feasible alternative. Other financial structures may be used so long as they are in compliance with this Service Plan. The Financial Plan incorporates all of the provisions of this Section IX. Based upon the assumptions contained therein, the Financial Plan projects the issuance of Bonds to fund Public Improvements and anticipated Debt repayment based on the development assumptions and absorptions of the property in the Service Area by End Users. The Financial Plan anticipates that the Districts will acquire, construct, and complete all Public Improvements needed to serve the Service Area. The Financial Plan demonstrates that the Districts will have the financial ability to discharge all Debt to be issued as part of the Financial Plan on a reasonable basis. Furthermore, the Districts will secure the certification of an External Financial Advisor who will provide an opinion as to whether such Debt issuances are in the best interest of the Districts at the time of issuance. B. Mill Levies. It is anticipated that the Districts will impose a Debt Mill Levy and an Operating Mill Levy on all property within the Service Area. In doing so, the following shall apply: 1. Aggregate Mill Levy Maximum The Aggregate Mill Levy shall not exceed in any year the Aggregate Mill Levy Maximum, which is fifty (50) mills. 2. Regional Mill Levy Not Included in Other Mill Levies The Regional Mill Levy shall not be counted against the Aggregate Mill Levy Maximum. 3. Operating Mill Levy The Districts may each impose an Operating Mill Levy of up to fifty (50) mills until the District imposes a Debt Mill Levy. Once a District imposes a Debt Mill Levy of any amount, that District’s Operating Mill Levy shall not exceed ten (10) mills at any point. 4. Gallagher Adjustments In the event the State’s method of calculating assessed valuation for the Taxable Property changes after January 1, 2019, or any constitutionally mandated tax credit, cut or abatement takes effect after January 1, 2019, the Districts’ Aggregate Mill Levy, Debt Mill Levy, Operating Mill Levy, and Aggregate Mill Levy Maximum, amounts herein provided may be increased or decreased to reflect such changes; such increases or decreases shall be determined 15 by the Districts’ Boards in good faith so that to the extent possible, the actual tax revenues generated by such mill levies, as adjusted, are neither enhanced nor diminished as a result of such change occurring after January 1, 2019. For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation will be a change in the method of calculating assessed valuation. 5. Excessive Mill Levy Pledges Any Debt issued with a mill levy pledge, or which results in a mill levy pledge, that exceeds the Aggregate Mill Levy Maximum or the Maximum Debt Mill Levy Imposition Term, shall be deemed a material modification of this Service Plan and shall not be an authorized issuance of Debt unless and until such material modification has been approved by a Service Plan Amendment. 6. Refunding Debt The Maximum Debt Mill Levy Imposition Term may be exceeded for Debt refunding purposes if: (1) a majority of the issuing District’s Board is composed of End Users and have voted in favor of a refunding of a part or all of the Debt; or (2) such refunding will result in a net present value savings. 7. Maximum Debt Authorization The Districts anticipate approximately $30,131,965 in project costs in 2019 dollars as set forth in Exhibit F and anticipate issuing approximately $16,000,000 in Debt to pay such costs as set forth in Exhibit H, which Debt issuance amount shall be the amount of the Maximum Debt Authorization. In addition, a District shall not issue any Debt unless and until delivery of the District’s Public Benefits have been secured as required in Section IV.B of this Service Plan. The Districts collectively shall not issue Debt in excess of the Maximum Debt Authorization. Bonds which have been refunded shall not count against the Maximum Debt Authorization. The Districts must obtain from the City Council a Service Plan Amendment prior to issuing Debt in excess of the Maximum Debt Authorization. C. Maximum Voted Interest Rate and Underwriting Discount. The interest rate on any Debt is expected to be the market rate at the time the Debt is issued. The maximum interest rate on any Debt, including any defaulting interest rate, is not permitted to exceed twelve percent (12%). The maximum underwriting discount shall be three percent (3%). Debt, when issued, will comply with all relevant requirements of this Service Plan, the Special District Act, other applicable State law and federal law as then applicable to the issuance of public securities. D. Interest Rate and Underwriting Discount Certification. The Districts shall retain an External Financial Advisor to provide a written opinion on the market reasonableness of the interest rate on any Debt and any underwriter discount payed 16 by the Districts as part of a Debt financing transaction. The Districts shall provide this written opinion to the City before issuing any Debt based on it. E. Disclosure to Purchasers. In order to notify future End Users who are purchasing residential lots or dwellings units in the Service Area that they will be paying, in addition to the property taxes owed to other taxing governmental entities, the property taxes imposed under the Debt Mill Levy, the Operating Mill Levy and possibly the Regional Mill Levy, the Districts shall not be authorized to issue any Debt under this Service Plan until there is included in the Developer’s Approved Development Plan provisions that require the following: 1. That the Developer, and its successors and assigns, shall prepare and submit to the City Manager for his approval a disclosure notice in substantially the form attached hereto as Exhibit H (the “Disclosure Notice”); 2. That when the Disclosure Notice is approved by the City Manager, the Developer shall record the Disclosure Notice in the Larimer County Clerk and Recorders Office; and 3. That the approved Disclosure Notice shall be provided by the Developer, and by its successors and assigns, to each potential End User purchaser of a residential lot or dwelling unit in the Service Area before that purchaser enters into a written agreement for the purchase and sale of that residential lot or dwelling unit. F. External Financial Advisor. An External Financial Advisor shall be retained by the Districts to provide a written opinion as to whether any Debt issuance is in the best interest of the issuing District once the total amount of Debt issued by such District exceeds Five Million Dollars ($5,000,000). The External Financial Advisor is to provide advice to the issuing District’s Board regarding the proposed terms and whether Debt conditions are reasonable based upon the status of development within the District, the projected tax base increase in the District, the security offered and other considerations as may be identified by the Advisor. The issuing District shall include in the transcript of any Bond transaction, or other appropriate financing documentation for related Debt instrument, a signed letter from the External Financial Advisor providing an official opinion on the structure of the Debt, stating the Advisor’s opinion that the cost of issuance, sizing, repayment term, redemption feature, couponing, credit spreads, payment, closing date, and other material transaction details of the proposed Debt serve the best interest of the issuing District. Debt shall not be undertaken by the Districts if found to be unreasonable by the External Financial Advisor. G. Disclosure to Debt Purchasers. Any Debt of the Districts shall set forth a statement in substantially the following form: 17 By acceptance of this instrument, the owner of this Debt agrees and consents to all of the limitations with respect to the payment of the principal and interest on this Debt contained herein, in the resolution of the District authorizing the issuance of this Debt and in the Service Plan of the District. This Debt is not and cannot be a Debt of the City of Fort Collins. Similar language describing the limitations with respect to the payment of the principal and interest on Debt set forth in this Service Plan shall be included in any document used for the offering of the Debt for sale to persons, including, but not limited to, a Developer of property within the Service Area. H. Security for Debt. The Districts shall not pledge any revenue or property of the City as security for the indebtedness set forth in this Service Plan. Approval of this Service Plan shall not be construed as a guarantee by the City of payment of any of the Districts’ obligations; nor shall anything in the Service Plan be construed to create any responsibility or liability on the part of the City in the event of default by the Districts in the payment of any such obligation. I. TABOR Compliance. The Districts shall comply with the provisions of TABOR. In the discretion of the Districts’ Boards, the Districts may set up other qualifying entities to manage, fund, construct and operate facilities, services, and programs. To the extent allowed by law, any entity created by a District will remain under the control of the District’s Board. J. Districts’ Operating Costs. The estimated cost of acquiring land, engineering services, legal services and administrative services, together with the estimated costs of the Districts’ organization and initial operations, are anticipated to be One Hundred Thousand Dollars ($100,000), 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 collected through the imposition of an Operating Mill Levy, subject to the limitations set forth in Section IX.B.3, as well as from other revenues legally available to the Districts. X. REGIONAL IMPROVEMENTS The Districts shall be authorized to provide for the planning, design, acquisition, funding, construction, installation, relocation, redevelopment, administration and overhead costs related to 18 the provision of Regional Improvements. At the discretion of the City, the Districts shall impose a Regional Improvement Mill Levy on all property within the Districts’ Boundaries and any properties thereafter included in the Boundaries under the following terms: A. Regional Mill Levy Authority. The Districts shall seek the authority to impose an additional Regional Mill Levy of five (5) mills as part of the Districts’ initial TABOR election. The Districts shall also seek from the electorate in that election the authority under TABOR to enter into an intergovernmental agreement with the City obligating the Districts to pay as a multiple-fiscal year obligation the proceeds from the Regional Mill Levy to the City. Obtaining such voter-approval of this intergovernmental agreement shall be a precondition to the Districts issuing any Debt and imposing the Debt Mill Levy, the Operating Mill Levy and Fees for the repayment of Debt under this Service Plan. B. Regional Mill Levy Imposition. The Districts shall each impose the Regional Mill Levy at a rate not to exceed five (5) mills within one year of receiving written notice from the City Manager to the Districts requesting the imposition of the Regional Mill Levy and stating the mill rate to be imposed. C. City Notice Regarding Regional Improvements. Such notice from the City shall provide a description of the Regional Improvements to be constructed and an analysis explaining how the Regional Improvements will be beneficial to property owners within the Service Area. The City shall make a good faith effort to require that planned developments that (i) are adjacent to the Service Area and (ii) will benefit from the Regional Improvement also impose a Regional Mill Levy, to the extent possible. D. Regional Improvements Authorized Under Service Plan. If so notified by the City Manager, the Regional Improvements shall be considered public improvements that the Districts would otherwise be authorized to design, construct, install re-design, re-construct, repair or replace pursuant to this Service Plan and applicable law. E. Expenditure of Regional Mil Levy Revenues. Revenue collected through the imposition of the Regional Mill Levy shall be expended as follows: 1. Intergovernmental Agreement If the City and the Districts have executed an intergovernmental agreement concerning the Regional Improvements, then the revenue from the Regional Mill Levy shall be used in accordance with such agreement; 2. No Intergovernmental Agreement 19 If no intergovernmental agreement exists between the Districts and the City, then the revenue from the Regional Mill Levy shall be paid to the City, for use by the City in the planning, designing, constructing, installing, acquiring, relocating, redeveloping or financing of Regional Improvements which benefit the End Users of the Districts as prioritized and determined by the City. F. Regional Mill Levy Term. The imposition of the Regional Mill Levy shall not exceed a term of twenty-five (25) years from December 31 of the tax collection year after which the Regional Mill Levy is first imposed. G. Completion of Regional Improvements. All Regional Improvements shall be completed prior to the end of the twenty-five (25) year Regional Mill Levy term. H. City Authority to Require Imposition. The City’s authority to require a District to initiate the imposition of a Regional Mill Levy shall expire fifteen (15) years after December 31st of the year in which said District first imposes a Debt Mill Levy. I. Regional Mill Levy Not Included in Other Mill Levies. The Regional Mill Levy imposed shall not be applied toward the calculation of the Aggregate Mill Levy Maximum. J. Gallagher Adjustment. In the event the method of calculating assessed valuation is changed January 1, 2019, or any constitutionally mandated tax credit, cut or abatement takes effect after January 1, 2019, the Regional Mill Levy may be increased or shall be decreased to reflect such changes; such increases or decreases shall be determined by each of the Districts’ Boards in good faith so that to the extent possible, the actual tax revenues generated by the Regional Mill Levy, as adjusted, are neither enhanced nor diminished as a result of such change occurring after January 1, 2019. For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation will be a change in the method of calculating assessed valuation. XI. CITY FEES The Districts shall pay all applicable City fees as required by the City Code. XII. BANKRUPTCY LIMITATIONS All of the limitations contained in this Service Plan, including, but not limited to, those pertaining to the Aggregate Mill Levy Maximum, Maximum Debt Mill Levy Imposition Term and Fees, have been established under the authority of the City in the Special District Act to approve 20 this Service Plan. It is expressly intended that by such approval such limitations: (i) shall not be set aside for any reason, including by judicial action, absent a Service Plan Amendment; and (ii) are, together with all other requirements of State law, included in the “political or governmental powers” reserved to the State under the U.S. Bankruptcy Code (11 U.S.C.) Section 903, and are also included in the “regulatory or electoral approval necessary under applicable non-bankruptcy law” as required for confirmation of a Chapter 9 Bankruptcy Plan under Bankruptcy Code Section 943(b)(6). XIII. ANNUAL REPORTS AND BOARD MEETINGS A. General. Each of the Districts shall be responsible for submitting an annual report to the City Clerk no later than September 1st of each year following the year in which the Orders and Decrees creating the Districts have been issued. The Districts may file a consolidated annual report. The annual report(s) may be made available to the public on the City’s website. B. Board Meetings. Each of the Districts’ Boards shall hold at least one public board meeting in three of the four quarters of each calendar year, beginning in the first full calendar year after a District’s creation. This meeting requirement shall not apply until there is at least one End User of property within the District. Also, this requirement shall no longer apply when a majority of the directors on the District’s Board are End Users. Notice for each of these meetings shall be given in accordance with the requirements of the Special District Act and other applicable State Law. C. Report Requirements. Unless waived in writing by the City Manager, each of the Districts’ annual report must include the following: 1. Narrative A narrative summary of the progress of the District in implementing its Service Plan for the report year. 2. Financial Statements Except when an exemption from audit has been granted for the report year under the Local Government Audit Law, the audited financial statements of the District for the report year including a statement of financial condition (i.e., balance sheet) as of December 31 of the report year and the statement of operation (i.e., revenue and expenditures) for the report year. 3. Capital Expenditures Unless disclosed within a separate schedule to the financial statements, a summary of the capital expenditures incurred by the District in development of improvements in the report year. 21 4. Financial Obligations Unless disclosed within a separate schedule to the financial statements, a summary of financial obligations of the District at the end of the report year, including the amount of outstanding Debt, the amount and terms of any new District Debt issued in the report year, the total assessed valuation of all Taxable Property within the Service Area as of January 1 of the report year and the current total District mill levy pledged to Debt retirement in the report year. 5. Board Contact Information The names and contact information of the current directors on the District’s Board, any District manager and the attorney for the District shall be listed in the report. The District’s current office address, phone number, email address and any website address shall also be listed in the report. 6. Other Information Any other information deemed relevant by the City Council or deemed reasonably necessary by the City Manager. D. Reporting of Significant Events. The annual report of each District shall include information as to any of the following that occurred during the report year: 1. Boundary changes made or proposed to the District’s Boundaries as of December 31 of the report year. 2. Intergovernmental Agreements with other governmental entities, either entered into or proposed as of December 31 of the report year. 3. Copies of the District’s rules and regulations, if any, or substantial changes to the District’s rules and regulations as of December 31 of the report year. 4. A summary of any litigation which involves the District’s Public Improvements as of December 31 of the report year. 5. A list of all facilities and improvements constructed by the District that have been dedicated to and accepted by the City as of December 31 of the report year. 6. Notice of any uncured events of default by the District, which continue beyond a ninety (90) day period, under any Debt instrument. 7. Any inability of the District to pay its obligations as they come due, in accordance with the terms of such obligations, which continue beyond a ninety (90) day period. E. Failure to Submit. 22 In the event the annual report is not timely received by the City Clerk or is not fully responsive, notice of such default shall be given to the District’s Board at its last known address. The failure of the District to file the annual report within forty-five (45) days of the mailing of such default notice by the City Clerk may constitute a material modification of the Service Plan, at the discretion of the City Manager. XIV. SERVICE PLAN AMENDMENTS This Service Plan is general in nature and does not include specific detail in some instances. The Service Plan has been designed with sufficient flexibility to enable the Districts to provide required improvements, services and facilities under evolving circumstances without the need for numerous amendments. Modification of the general types of improvements and facilities making up the Public Improvements, and changes in proposed configurations, locations or dimensions of the Public Improvements, shall be permitted to accommodate development needs consistent with the then-current Approved Development Plans for the Project and any agreement approved by the City Council pursuant to the Section IV.B of this Service Plan. Any action of one or more of the Districts, which is a material modification of this Service Plan requiring a Service Plan Amendment as provided in in Section XV of this Service Plan or that does not comply with any provision of this Service Plan, shall be deemed to be a material modification to this Service Plan unless otherwise expressly provided in this Service Plan. All other departures from the provisions of this Service Plan shall be considered on a case-by-case basis as to whether such departures are a material modification under this Service Plan or the Special District Act. XV. MATERIAL MODIFICATIONS Material modifications to this Service Plan may be made only in accordance with C.R.S. Section 32-1-207 as a Service Plan Amendment. No modification shall be required for an action of the Districts that does not materially depart from the provisions of this Service Plan, unless otherwise provided in this Service Plan. Departures from the Service Plan that constitute a material modification requiring a Service Plan Amendment include, without limitation: A. Actions or failures to act that create materially greater financial risk or burden to the taxpayers of the Districts; B. Performance of a service or function, construction of an improvement, or acquisition of a major facility that is not closely related to an improvement, service, function or facility authorized in the Service Plan; C. Failure to perform a service or function, construct an improvement or acquire a facility required by the Service Plan; and D. Failure to comply with any of the prohibitions, limitations and restrictions of this Service Plan. XVI. DISSOLUTION 23 Upon independent determination by the City Council that the purposes for which any District was created have been accomplished, said District shall file a petition in district court for dissolution as provided in the Special District Act. In no event shall dissolution occur until the District has provided for the payment or discharge of all of its outstanding indebtedness and other financial obligations as required pursuant to State law. In addition, if within three (3) years from the date of the City Council’s approval of this Service Plan no agreement contemplated under Section IV.B of this Service Plan has been entered into by the City with any of the Districts and/or any Developer, despite the parties conducting good faith negotiations attempting to do so, the City may opt to pursue the remedies available to it under C.R.S. Section 32-1-701(3) in order to compel the Districts to dissolve in a prompt and orderly manner. In such event: (i) the limited purposes and powers of the Districts, as authorized herein, shall automatically terminate and be expressly limited to taking only those actions that are reasonably necessary to dissolve; (ii) the Board of each of the Districts will be deemed to have agreed with the City regarding its dissolution without an election pursuant to C.R.S. §32-1- 704(3)(b); (iii) the Districts shall take no action to contest or impede the dissolution of the Districts and shall affirmatively and diligently cooperate in securing the final dissolution of the Districts, and (iv) subject to the statutory requirements of the Special District Act, the Districts shall thereupon dissolve. XVII. SANCTIONS Should any of the Districts undertake any act without obtaining prior City Council approval or consent or City Manager approval or consent as required in this Service Plan, that constitutes a material modification to this Service Plan requiring a Service Plan Amendment as provided herein or under the Special District Act, or that does not otherwise comply with the provisions of this Service Plan, the City Council may impose one (1) or more of the following sanctions, as it deems appropriate: A. Exercise any applicable remedy under the Special District Act; B. Withhold the issuance of any permit, authorization, acceptance or other administrative approval, or withhold any cooperation, necessary for the District’s development or construction or operation of improvements or provision of services; C. Exercise any legal remedy under the terms of any intergovernmental agreement under which the District is in default; or D. Exercise any other legal and equitable remedy available under the law, including seeking prohibitory and mandatory injunctive relief against the District, to ensure compliance with the provisions of the Service Plan or applicable law. XVIII. INTERGOVERNMENTAL AGREEMENT WITH CITY Each of the Districts and the City shall enter into an intergovernmental agreement, the form of which shall be in substantially the form attached hereto as Exhibit I and incorporated by reference (the “IGA”). However, the City and the Districts may include such additional details, terms and conditions as they deem necessary in connection with the Project and the construction 24 and funding of the Public Improvements and the Public Benefits. Each of the Districts’ Boards shall approve the IGA at their first board meeting, unless agreed otherwise by the City Manager. Entering into this IGA is a precondition to each of the Districts issuing any Debt or imposing any Debt Mill Levy, Operating Mill Levy or Fee for the payment of Debt under this Service Plan. In addition, failure of any of the Districts to enter into the IGA as required herein shall constitute a material modification of this Service Plan and subject the District to the sanctions in Section XVII of this Service Plan. The City and the Districts may amend the IGA from time-to-time provided such amendment is not in conflict with any provision of this Service Plan. XIX. CONCLUSION It is submitted that this Service Plan, as required by C.R.S. Section 32-1-203(2), establishes that: A. There is sufficient existing and projected need for organized service in the Service Area to be served by the Districts; B. The existing service in the Service Area to be served by the Districts is inadequate for present and projected needs; C. The Districts are capable of providing economical and sufficient service to the Service Area; and D. The Service Area does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. XX. RESOLUTION OF APPROVAL The Districts agree to incorporate the City Council’s resolution approving this Service Plan, including any conditions on any such approval, into the copy of the Service Plan presented to the District Court for and in Larimer County, Colorado. A-1-1 EXHIBIT A-1 LEGAL DESCRIPTION OF DISTRICT NO. 1 BOUNDARIES Field Date Prepared for: Project#: Proj. Manager # Date R e v i s i o n s Party Chief Survey Tech 532 West 66th Street Loveland, Colorado 80538 Office 970.669.2100 - Info@plscorporation.com PLS Corporation NOTICE: According to Colorado law you must commence any legal action based upon any defect in this survey within three years after you first discover such defect. In no event, may any action based upon any defect in this survey be commenced more than ten years from the date of the certification shown hereon. 16057.012-D1 N/A Highland Development Services, Inc. N/A MDG MBS see sheet 2 for exhibit sheet 1 of 2 A portion of the Southeast 1 4 of Section 1, Township 7 North, Range 69 West of the 6th P.M., City of Fort Collins, County of Larimer, State of Colorado: Considering the East line of the Southeast 1 4 of Section 1, Township 7 North, Range 69 West of the 6th P.M., as bearing N 00°16'34" E, and with all bearings contained herein being relative thereto. COMMENCING at the Southeast corner of Section 1, Township 7 North, Range 69 West of the 6th P.M.; thence N 00°16'34" E for a distance of 1067.36 feet along the East line of the Southeast 1 4 of said Section 1; thence N 89°43'26" W for a distance of 50.00 feet to a point on the Westerly right-of-way line of North Lemay Avenue; thence N 85°25'31" W for a distance of 1687.59 feet to the POINT OF BEGINNING - D1; thence N 89°11'25" W for a distance of 19.00 feet; thence N 00°48'35" E for a distance of 9.00 feet; thence S 89°11'25" E for a distance of 19.00 feet; thence S 00°48'35" W for a distance of 9.00 feet to the Point of Beginning - D1. Containing 171 sq. ft. more or less. Written by M. Bryan Short, Colorado PLS 32444 N 85°25'31" W 1687.59' POINT OF BEGINNING - D1 S 89°11'25" E N 00°48'35" E 19.00' 9.00' N 89°11'25" W 19.00' S 00°48'35" W 9.00' District 1 ±171 sq. ft. POINT OF COMMENCEMENT, Southeast Corner of Section 1, Township 7 North, Range 69 West N 00°16'34" E 1067.36' basis of bearings East line of the Southeast 1 4 of Section 1 50.00' N 89°43'26" W West right-of-way line North Lemay Avenue North Lemay Avenue East 1 4 Corner of Section 1, Township 7 North, Range 69 West Field Date Prepared for: Project#: Proj. Manager # Date R e v i s i o n s Party Chief Survey Tech 532 West 66th Street Loveland, Colorado 80538 Office 970.669.2100 - Info@plscorporation.com PLS Corporation NOTICE: According to Colorado law you must commence any legal action based upon any defect in this survey within three years after you first discover such defect. In no event, may any action based upon any defect in this survey be commenced more than ten years from the date of the certification shown hereon. 16057.012-D1 N/A Highland Development Services, Inc. N/A MDG MBS Scale 1 inch = 50 feet 50 0 25 50 100 see sheet 1 for description sheet 2 of 2 A-2-1 EXHIBIT A-2 LEGAL DESCRIPTION OF DISTRICT NO. 2 BOUNDARIES P:\Project\2016\16057\dwg\16057d012_D2.dwg May 03, 2019 - 9:21am Office 970.669.2100 - Info@plscorporation.com PLS Corporation Loveland, Colorado 80538 532 West 66th Street # Date R e v i s i o n s Party Chief Survey Tech Proj. Manager Field Date Prepared for: Project#: NOTICE: According to Colorado law you must commence any legal action based upon any defect in this survey within three years after you first discover such defect. In no event, may any action based upon any defect in this survey be commenced more than ten years from the date of the certification shown hereon. Description Exhibit MBS MDG N/A N/A Highland Development Services, Inc. 16057.012-D2 see sheet 2 for exhibit sheet 1 of 2 A portion of the Southeast 1 4 of Section 1, Township 7 North, Range 69 West of the 6th P.M., City of Fort Collins, County of Larimer, State of Colorado: Considering the East line of the Southeast 1 4 of Section 1, Township 7 North, Range 69 West of the 6th P.M., as bearing N 00°16'34" E, and with all bearings contained herein being relative thereto. COMMENCING at the Southeast corner of Section 1, Township 7 North, Range 69 West of the 6th P.M.; thence N 00°16'34" E for a distance of 1067.36 feet along the East line of the Southeast 1 4 of said Section 1; thence N 89°43'26" W for a distance of 50.00 feet to a point on the Westerly right-of-way line of North Lemay Avenue to the POINT OF BEGINNING, said point also being "Point A"; thence N 89°43'26" W for a distance of 1543.20 feet to a point of a tangent curve, concave to the North, having a radius of 8500.00 feet, a chord bearing of N 87°56'46" W and a chord length of 527.39 feet; thence Westerly along the arc of said curve for a distance of 527.47 feet through a central angle of 3°33'20" to a point of tangency; thence N 86°10'06" W for a distance of 60.78 feet to the approximate centerline of Lake Canal Ditch; thence N 47°26'34" E for a distance of 1872.56 feet along said ditch centerline; thence S 41°24'11" E for a distance of 160.98 feet to a point of a non-tangent curve, concave to the Southeast, having a radius of 640.73 feet, a chord bearing N 65°12'14" E and a chord length of 334.72 feet; thence Northeasterly along the arc of said curve for a distance of 338.65 feet, through a central angle of 30°16'59" to a point of non-tangency; thence N 80°24'34" E for a distance of 111.00 feet to a point of a non-tangent curve, concave to the South, having a radius of 766.41 feet, a chord bearing N 85°20'34" E and a chord length of 131.82 feet; thence Easterly along the arc of said curve for a distance of 131.98 feet, through a central angle of 9°52'01" to a point of tangency; thence S 89°43'26" E for a distance of 106.87 feet to a point on the aforesaid Westerly right-of-way line of North Lemay Avenue; thence S 00°16'34" W for a distance of 1345.19 feet along said Westerly right-of-way line to the Point of Beginning. EXCEPT that portion described as follows; COMMENCING at the aforesaid "Point A"; thence N 85°25'31" W for a distance of 1687.59 feet to the POINT OF BEGINNING - D1; thence N 89°11'25" W for a distance of 19.00 feet; thence N 00°48'35" E for a distance of 9.00 feet; thence S 89°11'25" E for a distance of 19.00 feet; thence S 00°48'35" W for a distance of 9.00 feet to the Point of Beginning - D1. ALSO EXCEPT that potion described as follows; COMMENCING at the aforesaid "Point A"; thence N 84°48'57" W for a distance of 1688.87 feet to the POINT OF BEGINNING - D3; N 89°43'26" W 50.00' POINT OF BEGINNING - D2 POINT OF COMMENCEMENT "Point A" N 85°25'31" W 1687.59' N 84°48'57" W 1688.87' N 47°26'34" E 1872.56' L2 C2 L3 C3 L4 S 00°16'34" W 1345.19' N 89°43'26" W 1543.20' C1 L1 West right-of-way line North Lemay Avenue District 2 ±43.074 acres see Detail this sheet approximate centerline of Lake Canal Ditch North Lemay Avenue POINT OF COMMENCEMENT, Southeast Corner of Section 1, Township 7 North, Range 69 West 1067.36' N 0°16'34" E basis of bearings East line of the Southeast 1 4 of Section 1 Line Table Line # L1 L2 L3 L4 L5 L6 L7 L8 L9 L10 L11 L12 Length 60.78' 160.98' 111.00' 106.87' 19.00' 9.00' 19.00' A-3-1 EXHIBIT A-3 LEGAL DESCRIPTION OF DISTRICT NO. 3 BOUNDARIES P:\Project\2016\16057\dwg\16057d012_D3.dwg May 03, 2019 - 9:23am Office 970.669.2100 - Info@plscorporation.com PLS Corporation Loveland, Colorado 80538 532 West 66th Street # Date R e v i s i o n s Party Chief Survey Tech Proj. Manager Field Date Prepared for: Project#: NOTICE: According to Colorado law you must commence any legal action based upon any defect in this survey within three years after you first discover such defect. In no event, may any action based upon any defect in this survey be commenced more than ten years from the date of the certification shown hereon. Description Exhibit MBS MDG N/A N/A Highland Development Services, Inc. 16057.012-D3 A portion of the Southeast 1 4 of Section 1, Township 7 North, Range 69 West of the 6th P.M., City of Fort Collins, County of Larimer, State of Colorado: Considering the East line of the Southeast 1 4 of Section 1, Township 7 North, Range 69 West of the 6th P.M., as bearing N 00°16'34" E, and with all bearings contained herein being relative thereto. COMMENCING at the Southeast corner of Section 1, Township 7 North, Range 69 West of the 6th P.M.; thence N 00°16'34" E for a distance of 1067.36 feet along the East line of the Southeast 1 4 of said Section 1; thence N 89°43'26" W for a distance of 50.00 feet to a point on the Westerly right-of-way line of North Lemay Avenue to the POINT OF BEGINNING, said point also being "Point A"; thence N 89°43'26" W for a distance of 1543.20 feet to a point of a tangent curve, concave to the North, having a radius of 8500.00 feet, a chord bearing of N 87°56'46" W and a chord length of 527.39 feet; thence Westerly along the arc of said curve for a distance of 527.47 feet, through a central angle of 3°33'20" to a point of tangency; thence N 86°10'06" W for a distance of 60.78 feet to the approximate centerline of Lake Canal Ditch; thence S 47°26'34" W for a distance of 129.78 feet along said ditch centerline; thence S 43°44'54" W for a distance of 174.33 feet along said ditch centerline; thence S 30°52'19" W for a distance of 74.72 feet along said ditch centerline; thence S 89°46'46" E for a distance of 1478.15 feet to the West line of the ALTA VISTA SUBDIVISION, public records County of Larimer, State of Colorado; thence N 00°22'54" E for a distance of 100.00 feet along said West line to the North line of said ALTA VISTA SUBDIVISION; thence S 89°37'06" E for a distance of 625.00 feet along said North line to the East line of said ALTA VISTA SUBDIVISION; thence S 00°35'47" W for a distance of 100.26 feet along said East line; thence S 89°40'17" E for a distance of 281.38 feet to a point on the aforesaid Westerly right-of-way line of North Lemay Avenue; thence N 00°16'34" E for a distance of 259.17 feet along said Westerly right-of-way line to the Point of Beginning. AND that potion described as follows; COMMENCING at the aforesaid "Point A"; thence N 84°48'57" W for a distance of 1688.87 feet to the POINT OF BEGINNING - D3; thence N 89°11'25" W for a distance of 19.00 feet; thence N 00°48'35" E for a distance of 9.00 feet; thence S 89°11'25" E for a distance of 19.00 feet; thence S 00°48'35" W for a distance of 9.00 feet to the Point of Beginning - D3. Containing 12.185 acres more or less. Written by M. Bryan Short, Colorado PLS 32444 see sheet 2 for exhibit sheet 1 of 2 N 89°43'26" W 50.00' POINT OF BEGINNING POINT OF COMMENCEMENT "Point A" see Detail this sheet N 89°43'26" W 1543.20' R=8500.00' L=527.47' =3°33'20" Ch=527.39' CB=N 87°56'46" W N 86°10'06" W S 47°26'34" W 60.78' 129.78' S 43°44'54" W 174.33' S 30°52'19" W 74.72' S 89°46'46" E 1478.15' N 00°22'54" E 100.00' S 89°37'06" E 625.00' S 00°35'47" W 100.26' S 89°40'17" E 281.38' N 00°16'34" E 259.17' North Lemay Avenue N 84°48'57" W 1688.87' District 3 ±12.185 acres approximate centerline of Lake Canal Ditch West right-of-way line North Lemay Avenue West line of ALTA VISTA SUBDIVISION North line of ALTA VISTA SUBDIVISION East line of ALTA VISTA SUBDIVISION ALTA VISTA SUBDIVISION POINT OF COMMENCEMENT, Southeast Corner of Section 1, Township 7 North, Range 69 West N 00°16'34" E 1067.36' basis of bearings East line of the Southeast 1 4 of Section 1 East 1 4 Corner of Section 1, Township 7 North, Range 69 West N 84°48'57" W 1688.87' POINT OF BEGINNING - D3 B-1-1 EXHIBIT B-1 DISTRICT NO. 1 BOUNDARY MAP LAKE CANAL N. LEMAY AVENUE E. SUNIGA ROAD N W E S LEGEND NORTHFIELD METRO DISTRICT BOUNDARY DISTRICT 1 171 SQ. FT. 0.004 AC. DEVELOPMENT HIGHLAND SERVCIES 6341 FAIRGROUNDS AVENUE, SUITE 100 | WINDSOR, CO 80550 PHONE: 970.674.7550 | FAX: 970.674.7568 | www.Highland-DS.com DRAWN BY DATE SCALE (H) HDS PROJ # SHEET OF NORTHFIELD DISTRICT 1 AREA BOUNDARY MAP 04/26/2019 1" = 300' KRB 18-1000-00 B-1 1 3 SCALE 1" = 150 0 300' 300 DISTRICT 1 ENLARGEMENT SCALE: 1" = 100' B-2-1 EXHIBIT B-2 DISTRICT NO. 2 BOUNDARY MAP LAKE CANAL DISTRICT 2 1,876,098 SQ. FT. 43.07 AC. N. LEMAY AVENUE E. SUNIGA ROAD N W E S LEGEND NORTHFIELD METRO DISTRICT BOUNDARY DEVELOPMENT HIGHLAND SERVCIES 6341 FAIRGROUNDS AVENUE, SUITE 100 | WINDSOR, CO 80550 PHONE: 970.674.7550 | FAX: 970.674.7568 | www.Highland-DS.com DRAWN BY DATE SCALE (H) HDS PROJ # SHEET OF NORTHFIELD DISTRICT 2 AREA BOUNDARY MAP 04/26/2019 1" = 300' KRB 18-1000-00 B-2 2 3 SCALE 1" = 150 0 300' 300 B-3-1 EXHIBIT B-3 DISTRICT NO. 3 BOUNDARY MAP LAKE CANAL DISTRICT 3 531,283 SQ. FT. 12.20 AC. N. LEMAY AVENUE E. SUNIGA ROAD N W E S LEGEND NORTHFIELD METRO DISTRICT BOUNDARY DEVELOPMENT HIGHLAND SERVCIES 6341 FAIRGROUNDS AVENUE, SUITE 100 | WINDSOR, CO 80550 PHONE: 970.674.7550 | FAX: 970.674.7568 | www.Highland-DS.com DRAWN BY DATE SCALE (H) HDS PROJ # SHEET OF NORTHFIELD DISTRICT 3 AREA BOUNDARY MAP 04/26/2019 1" = 300' KRB 18-1000-00 B-3 3 3 SCALE 1" = 150 0 300' 300 DISTRICT 3 171 SQ. FT. 0.004 AC. DISTRICT 3 ENLARGEMENT SCALE: 1" = 100' C-1 EXHIBIT C VICINITY MAP PROPOSED NORTHFIELD METRO DISTRICT N W E S DEVELOPMENT HIGHLAND SERVCIES 6355 FAIRGROUNDS AVENUE, SUITE 100 | WINDSOR, CO 80550 PHONE: 970.674.7550 | FAX: 970.674.7568 | www.Highland-DS.com DRAWN BY DATE SCALE (H) HDS PROJ # SHEET OF NORTHFIELD VICINITY MAP 04/30/2019 1" = 1000' KRB 18-1000-00 EXHIBIT C 1 1 0 SCALE: 1" = 1000' 500 1000 D-1 EXHIBIT D PUBLIC IMPROVEMENT COST ESTIMATES Summary Estimate of Preliminary District Expenditures Design Engineer: K. Brigman Design Firm: Highland Development Services Project Number: 18-1000-00 Date: August 23, 2019 No. Quantity Units Unit Cost Total 1 0.805 LS $ 1,500,000.00 $ 1,207,500.00 Clearing, Grubbing, and Topsoil Stripping 45 AC $ 12,000.00 $ 540,960.00 201,250 CY $ 6.00 $ 1,207,500.00 Import Fill Dirt 161,000 CY $ 15.00 $ 2,415,000.00 0.805 LS $ 25,000.00 $ 20,125.00 $ 5,391,085.00 2 Metro District Owned Drives (24' Section) LF $ 205.00 $ - LF $ 225.00 $ - 4,264 LF $ 430.00 $ 1,833,520.00 Connector Local Street with Median (65' Section) 450 LF $ 550.00 $ 247,500.00 2,160 LF $ 346.00 $ 747,360.00 On-Site Suniga Rd 4-lane Arterial Upsizing (83' Section) LF $ 779.00 $ - LF $ 715.00 $ - 1 LS $ 250,000.00 $ 250,000.00 Signage and Striping 1 LS $ 25,000.00 $ 25,000.00 $ 3,103,380.00 3 2,260 LF $ 50.00 $ 113,000.00 8" Waterline 7,760 LF $ 65.00 $ 504,400.00 - LF $ 85.00 - - LF $ 100.00 - - LF $ 2,000.00 - - LS $ - - $ 617,400.00 4 6,356 LF $ 90.00 $ 572,040.00 1,484 LF $ 100.00 $ 148,400.00 12" Sanitary Sewer - LF $ 112.00 - 8" Subdrain - LF $ 75.00 - Existing 15" to 18" Sanitary Sewer Upsize LF $ 150.00 $ - LF $ 180.00 $ - $ 720,440.00 5 7,890 LF $ 190.00 $ 1,499,100.00 Outlet/Control Structure 9 EA $ 10,000.00 $ 90,000.00 LID Infiltration Galleries 3 EA $ 100,000.00 $ 300,000.00 $ 1,889,100.00 Subtotal Subtotal Sanitary Sewer Improvements 8" Sanitary Sewer RCP Storm Sewer Subtotal 10" Sanitary Sewer 10" Waterline On-Site Suniga Rd 2-lane Connector w/ Median (65' Section) Storm Drainage Improvements 12" Waterline Utility Borings Raw Water Requirements Existing 18" to 24" Sanitary Sewer Upsize Potable Waterline Improvements 6 AC $ - Landscaped Open Space 8.5 AC $ 110,000.00 $ 935,000.00 SF $ 15.00 $ - 1 LS $ 75,000.00 $ 75,000.00 LS $ 125,000.00 - Clubhouse/Pool LS $ 2,000,000.00 $ - $ 1,010,000.00 7 1 LS $ 1,274,000.00 $ 1,274,000.00 Construction Management / Inspection / Testing 1 LS $ 1,910,000.00 $ 1,910,000.00 1 LS $ 382,000.00 $ 382,000.00 $ 3,566,000.00 $ 16,297,405.00 Contingency (20%) $ 3,259,485.00 Total Cost $ 19,556,890.00 Subtotal Alta Vista Subdivision Buffer Area Monument Signs Regional Trails Engineering / Surveying Admin. / Planning / Permitting Natural Area Open Space Subtotal Admin. / Design / Permitting / Etc. Open Space, Parks, and Trails Infrastructure Subtotal Summary Estimate of Preliminary District Expenditures Design Engineer: K. Brigman Design Firm: Highland Development Services Project Number: 18-1000-00 Date: August 23, 2019 No. Quantity Units Unit Cost Total 1 LS $ 1,500,000.00 $ - Clearing, Grubbing, and Topsoil Stripping AC $ 12,000.00 $ - CY $ 6.00 $ - Import Fill CY $ 15.00 $ - LS $ 25,000.00 $ - $ - 2 Metro District Owned Drives (24' Section) 3,960 LF $ 112.00 $ 443,520.00 2,880 LF $ 131.00 $ 377,280.00 LF $ 430.00 $ - Connector Local Street with Median (65' Section) LF $ 550.00 $ - LF $ 346.00 $ - On-Site Suniga Rd 4-lane Arterial Upsizing (83' Section) 2,160 LF $ 779.00 $ 1,682,640.00 520 LF $ 1,490.00 $ 774,800.00 LS $ 250,000.00 $ - Signage and Striping LS $ 25,000.00 $ - $ 3,278,240.00 3 LF $ 50.00 $ - 8" Waterline LF $ 65.00 $ - - LF $ 85.00 - - LF $ 100.00 - - LF $ 2,000.00 - - LS $ - - $ - 4 LF $ 90.00 $ - LF $ 100.00 $ - 12" Sanitary Sewer - LF $ 112.00 - 8" Subdrain - LF $ 75.00 - Existing 15" to 18" Sanitary Sewer Upsize 565 LF $ 176.00 $ 99,440.00 2,130 LF $ 206.00 $ 438,780.00 - LS - $ 538,220.00 5 LF $ 190.00 $ - Outlet/Control Structure EA $ 10,000.00 $ - LID Infiltration Galleries EA $ 100,000.00 $ - $ - Grading/Miscellaneous On-Site Suniga Rd 2-lane Connector w/ Median (65' Section) NON-BASIC PUBLIC IMPROVEMENT COSTS FOR NORTHFIELD METRO DISTRICT NOS. 1-3 The units and cost below are best assumptions based on the level of information available at this time in design. Street section in reference to LCUASS Connector Local street section, and pavement section in reference to geotech report Public Improvements Description Potable Waterline Improvements Mobilization / General Conditions Earthwork (cut/fill/place) Erosion Control / Traffic Control Subtotal Roadway Improvements Metro District Owned Drives (26' Section) 6 - AC $ - Landscaped Open Space 6.6 AC $ 110,000.00 $ 723,800.00 13,270 SF $ 15.00 $ 199,050.00 LS $ 75,000.00 $ - 1 LS $ 125,000.00 $ 125,000.00 1 LS $ 2,000,000.00 $ 2,000,000.00 $ 3,047,850.00 7 1 LS $ 687,000.00 $ 687,000.00 Construction Management / Inspection / Testing 1 LS $ 1,030,000.00 $ 1,030,000.00 1 LS $ 206,000.00 $ 206,000.00 $ 1,923,000.00 $ 8,787,310.00 Contingency (20%) $ 1,757,465.00 Total Cost $ 10,544,775.00 Open Space, Parks, and Trails Natural Area Open Space Subtotal Infrastructure Subtotal Monument Signs Alta Vista Subdivision Buffer Area Subtotal Admin. / Design / Permitting / Etc. Engineering / Surveying Admin. / Planning / Permitting Clubhouse/Pool Regional Trails E-1 EXHIBIT E PUBLIC IMPROVEMENT MAPS N. LEMAY AVENUE E. SUNIGA ROAD LEGEND COLLECTOR LOCAL STREETS (57' WIDE PUBLIC RIGHT-OF-WAY) NORTHFIELD METRO DISTRICT BOUNDARY 4-LANE ARTERIAL (115' WIDE PUBLIC RIGHT-OF-WAY) COLLECTOR LOCAL STREET WITH MEDIAN (86' WIDE PUBLIC RIGHT-OF-WAY) N W E S DEVELOPMENT HIGHLAND SERVCIES 6341 FAIRGROUNDS AVENUE, SUITE 100 | WINDSOR, CO 80550 PHONE: 970.674.7550 | FAX: 970.674.7568 | www.Highland-DS.com DRAWN BY DATE SCALE (H) HDS PROJ # SHEET OF NORTHFIELD STREETS MAP 04/29/2019 1" = 300' KRB 18-1000-00 E-1 1 5 SCALE 1" = 150 0 300' 300 PRIVATE DRIVES (26' WIDE SECTION) PRIVATE DRIVES (24' WIDE SECTION) N. LEMAY AVENUE E. SUNIGA ROAD LAKE CANAL LEGEND WATER LINE - 8" PVC ALL WATER OWNED AND MAINTAINED BY FORT COLLINS UTILITIES NORTHFIELD METRO DISTRICT BOUNDARY N W E S DEVELOPMENT HIGHLAND SERVCIES 6341 FAIRGROUNDS AVENUE, SUITE 100 | WINDSOR, CO 80550 PHONE: 970.674.7550 | FAX: 970.674.7568 | www.Highland-DS.com DRAWN BY DATE SCALE (H) HDS PROJ # SHEET OF NORTHFIELD POTABLE WATER MAP 04/30/2019 1" = 300' KRB 18-1000-00 E-2 2 5 SCALE 1" = 150 0 300' EXISTING WATER LINE (SIZE AS LABELED) 300 N. LEMAY AVENUE E. SUNIGA ROAD LAKE CANAL LEGEND SEWER LINE - 8" PVC ALL SEWER OWNED AND MAINTAINED BY FORT COLLINS UTILITIES NORTHFIELD METRO DISTRICT BOUNDARY EXISTING SEWER LINE (SIZE AS LABELED) SEWER LINE - 10" PVC ALL SEWER OWNED AND MAINTAINED BY FORT COLLINS UTILITIES N W E S DEVELOPMENT HIGHLAND SERVCIES 6341 FAIRGROUNDS AVENUE, SUITE 100 | WINDSOR, CO 80550 PHONE: 970.674.7550 | FAX: 970.674.7568 | www.Highland-DS.com DRAWN BY DATE SCALE (H) HDS PROJ # SHEET OF NORTHFIELD SANITARY SEWER MAP 04/30/2019 1" = 300' KRB 18-1000-00 E-3 3 5 SCALE 1" = 150 0 300' 300 LAKE CANAL N. LEMAY AVENUE E. SUNIGA ROAD LEGEND RCP STORM DRAIN LINE (SIZES TO BE DETERMINED AT FINAL DESIGN) NORTHFIELD METRO DISTRICT BOUNDARY EXISTING STORM DRAIN LINE DETENTION AREAS LOW IMPACT DEVELOPMENT (LID) AREAS N W E S DEVELOPMENT HIGHLAND SERVCIES 6341 FAIRGROUNDS AVENUE, SUITE 100 | WINDSOR, CO 80550 PHONE: 970.674.7550 | FAX: 970.674.7568 | www.Highland-DS.com DRAWN BY DATE SCALE (H) HDS PROJ # SHEET OF NORTHFIELD STORM DRAINAGE MAP 04/30/2019 1" = 300' KRB 18-1000-00 E-4 4 5 SCALE 1" = 150 0 300' 300 LAKE CANAL N. LEMAY AVENUE E. SUNIGA ROAD LEGEND CONNECTIVITY LANDSCAPING WITH TRAILS NORTHFIELD METRO DISTRICT BOUNDARY STREETS WITH TREE LAWN AREAS LANDSCAPED OPEN SPACE N W E S DEVELOPMENT HIGHLAND SERVCIES 6341 FAIRGROUNDS AVENUE, SUITE 100 | WINDSOR, CO 80550 PHONE: 970.674.7550 | FAX: 970.674.7568 | www.Highland-DS.com DRAWN BY DATE SCALE (H) HDS PROJ # SHEET OF NORTHFIELD OPEN SPACE, PARKS, & TRAILS MAP 04/30/2019 1" = 300' KRB 18-1000-00 E-5 5 5 SCALE 1" = 150 0 300' 300 F-1 EXHIBIT F FINANCIAL PLAN NORTHFIELD METROPOLITAN DISTRICT 1 Development Projection at 40.000 (target) Mills for Debt Service -- Service Plan 2050 Series 2030, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2020 + New Money, Assumes Investment Grade, 100x, 30-yr. Maturity 2049 0 < < < < < < < < Residential > > > > > > > > < Platted/Developed Lots > < < < < < < < < < < 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 Reasses'mt Cumulative of Market Assessed [40.000 Target] Collections Collected Available 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 [40.000 Cap] @ 98% @ 6% Revenue 2018 0 0 0 0 0 0 2019 0 0 1,070,551 0 0 0 2020 34 0 10,705,512 0 4,858,199 0 0 0 0 0 $0 40.000 0 0 0 2021 145 60,259,140 0 4,032,990 310,460 0 0 0 310,460 40.000 12,170 730 12,900 2022 115 3,615,548 105,206,784 770,797 3,277,464 1,408,878 2,679 0 627,127 0 2,179,675 40.000 85,443 5,127 90,570 2023 88 139,987,494 4,338,658 1,965,346 1,169,567 0 627,127 0 5,508,225 40.000 215,922 12,955 228,878 2024 54 8,399,250 169,660,283 7,574,888 215,424 950,465 0 37,628 664,755 181,867 8,707,220 40.000 341,323 20,479 361,802 2025 6 172,038,738 10,079,100 0 569,950 0 664,755 181,867 10,830,917 40.000 424,572 25,474 450,046 2026 0 10,322,324 182,361,062 12,215,540 0 62,473 0 39,885 704,640 192,779 12,470,792 40.000 488,855 29,331 518,186 2027 0 182,361,062 12,386,789 0 0 0 704,640 192,779 12,579,568 40.000 493,119 29,587 522,706 2028 0 10,941,664 193,302,726 13,129,996 0 0 0 42,278 746,918 204,346 13,334,342 40.000 522,706 31,362 554,069 2029 0 193,302,726 13,129,996 0 0 0 746,918 204,346 13,334,342 40.000 522,706 31,362 554,069 2030 0 11,598,164 204,900,890 13,917,796 0 0 0 44,815 791,734 216,606 14,134,403 40.000 554,069 33,244 587,313 2031 0 204,900,890 13,917,796 0 0 0 791,734 216,606 14,134,403 40.000 554,069 33,244 587,313 2032 0 12,294,053 217,194,943 14,752,864 0 0 0 47,504 839,238 229,603 14,982,467 40.000 587,313 35,239 622,551 2033 0 217,194,943 14,752,864 0 0 0 839,238 229,603 14,982,467 40.000 587,313 35,239 622,551 2034 0 13,031,697 230,226,639 15,638,036 0 0 0 50,354 889,592 243,379 15,881,415 40.000 622,551 37,353 659,905 2035 0 230,226,639 15,638,036 0 0 0 889,592 243,379 15,881,415 40.000 622,551 37,353 659,905 2036 0 13,813,598 244,040,238 16,576,318 0 0 0 53,376 942,967 257,982 16,834,300 40.000 659,905 39,594 699,499 2037 0 244,040,238 16,576,318 0 0 0 942,967 257,982 16,834,300 40.000 659,905 39,594 699,499 2038 0 14,642,414 258,682,652 17,570,897 0 0 0 56,578 999,545 273,461 17,844,358 40.000 699,499 41,970 741,469 2039 258,682,652 17,570,897 0 0 999,545 273,461 17,844,358 40.000 699,499 41,970 741,469 2040 15,520,959 274,203,611 18,625,151 0 0 59,973 1,059,518 289,868 18,915,019 40.000 741,469 44,488 785,957 2041 274,203,611 18,625,151 0 0 1,059,518 289,868 18,915,019 40.000 741,469 44,488 785,957 2042 16,452,217 290,655,828 19,742,660 0 0 63,571 1,123,089 307,260 20,049,920 40.000 785,957 47,157 833,114 2043 290,655,828 19,742,660 0 0 1,123,089 307,260 20,049,920 40.000 785,957 47,157 833,114 2044 17,439,350 308,095,178 20,927,220 0 0 67,385 1,190,474 325,696 21,252,915 40.000 833,114 49,987 883,101 2045 308,095,178 20,927,220 0 0 1,190,474 325,696 21,252,915 40.000 833,114 49,987 883,101 2046 18,485,711 326,580,888 22,182,853 0 0 71,428 1,261,903 345,238 22,528,090 40.000 883,101 52,986 936,087 2047 326,580,888 22,182,853 0 0 1,261,903 345,238 22,528,090 40.000 883,101 52,986 936,087 2048 19,594,853 346,175,742 23,513,824 0 0 75,714 1,337,617 365,952 23,879,776 40.000 936,087 56,165 992,252 2049 346,175,742 23,513,824 0 0 1,337,617 365,952 23,879,776 40.000 936,087 56,165 992,252 2050 20,770,544 366,946,286 24,924,653 0 0 80,257 1,417,874 387,909 25,312,562 40.000 992,252 59,535 1,051,788 2051 366,946,286 24,924,653 0 0 1,417,874 387,909 25,312,562 40.000 992,252 59,535 1,051,788 2052 22,016,777 388,963,063 26,420,133 0 0 85,072 1,502,947 411,184 26,831,316 40.000 1,051,788 63,107 1,114,895 2053 388,963,063 26,420,133 0 0 1,502,947 411,184 26,831,316 40.000 1,051,788 63,107 1,114,895 2054 23,337,784 412,300,847 28,005,341 0 0 90,177 1,593,123 435,855 28,441,195 40.000 1,114,895 66,894 1,181,789 2055 412,300,847 28,005,341 0 0 1,593,123 435,855 28,441,195 40.000 1,114,895 66,894 1,181,789 2056 24,738,051 437,038,898 29,685,661 0 0 95,587 1,688,711 462,006 30,147,667 40.000 1,181,789 70,907 1,252,696 2057 437,038,898 29,685,661 0 0 1,688,711 462,006 30,147,667 40.000 1,181,789 70,907 1,252,696 2058 26,222,334 463,261,232 31,466,801 0 0 101,323 1,790,033 489,726 31,956,527 40.000 1,252,696 75,162 1,327,858 2059 463,261,232 31,466,801 0 0 1,790,033 489,726 31,956,527 40.000 1,252,696 75,162 1,327,858 2060 27,795,674 491,056,906 33,354,809 0 0 107,402 1,897,435 519,110 33,873,918 40.000 1,327,858 79,671 1,407,529 ______ __________ __________ __________ __________ __________ __________ 442 331,032,966 2,679 1,270,308 30,227,642 1,813,659 32,041,301 4/25/2019 C NMD Fin Plan 19 NR SP Fin Plan+2030 IG Refg Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 1 2050 2049 0 YEAR 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 NORTHFIELD METROPOLITAN DISTRICT Development Projection at 40.000 (target) Mills for Debt Service -- Service Plan Series 2030, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2020 + New Money, Assumes Investment Grade, 100x, 30-yr. Maturity Series 2020 Ser. 2030 $10,020,000 Par $14,870,000 Par Surplus Senior Senior Cov. of Net DS: Cov. of Net DS: [Net $7.098 MM] [Net $5.829 MM] Total Annual Release Cumulative Debt/ Debt/ @ 40.000 Target @ 40.000 Cap Net Available Net Debt [Escr $9.790 MM] 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 Net Debt Service Service Used as Source to $1,487,000 $1,487,000 Target Ratio Ratio & Sales PIF Revs & Sales PIF Revs 0 n/a 0 n/a 0 $0 0 0 0 3227% 16% 0.0% 0.0% 12,900 0 0 12,900 0 12,900 460% 9% 0.0% 0.0% 1 2050 2049 0 YEAR 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 NORTHFIELD METROPOLITAN DISTRICT Operations Revenue and Expense Projection Total Total S.O. Tax Total Assessed Oper'ns Collections Collections Available Total Value Mill Levy @ 98% @ 98% For O&M Mills 0 10.000 0 0 0 50.000 310,460 10.000 3,043 2,982 6,024 50.000 2,179,675 10.000 21,361 20,934 42,294 50.000 5,508,225 10.000 53,981 52,901 106,882 50.000 8,707,220 10.000 85,331 83,624 168,955 50.000 10,830,917 10.000 106,143 104,020 210,163 50.000 12,470,792 10.000 122,214 119,769 241,983 50.000 NORTHFIELD METROPOLITAN DISTRICT Development Summary Development Projection -- Buildout Plan (updated 4/25/19) Residential Development Commercial Development Product Type Stacked Condos Flats Brownstones Value Condo Deed Restricted Condo MU - Studio Apts (For Rent) MU - Retail Base $ ('20) $306,714 $359,040 $388,518 $316,200 $265,200 $200,000 $225/sf Res'l Totals Comm'l Totals 2018 - - - - - - - - - 2019 - - - - - - - - - 2020 12 - 8 4 10 - 34 - - 2021 28 36 42 8 31 - 145 - - 2022 - 45 40 4 24 2 115 2,679 2,679 2023 - 48 40 - - - 88 - - 2024 - 45 9 - - - 54 - - 2025 - 6 - - - - 6 - - 2026 - - - - - - - - - 2027 - - - - - - - - - 2028 - - - - - - - - - 2029 - - - - - - - - - 2030 - - - - - - - - - 40 180 139 16 65 2 442 2,679 2,679 MV @ Full Buildout $12,268,560 $64,627,200 $54,004,002 $5,059,200 $17,238,000 $400,000 $153,596,962 $602,775 $602,775 (base prices;un-infl.) notes: Platted/Dev Lots = 10% MV; one-yr prior Base MV $ inflated 2% per annum 4/25/2019 C NMD Fin Plan 19 Dev Summ Prepared by D.A. Davidson & Co. 4 NORTHFIELD METROPOLITAN DISTRICT 2050 Development Projection -- Buildout Plan (updated 4/25/19) 100% 0 Ph Residential Development Stacked Condos Flats Brownstones Value Condo Incr/(Decr) in Incr/(Decr) in Incr/(Decr) in Incr/(Decr) in Finished Lot # Units Price Finished Lot # Units Price Finished Lot # Units Price Finished Lot # Units Price # Lots Value @ Completed Inflated @ Market # Lots Value @ Completed Inflated @ Market # Lots Value @ Completed Inflated @ Market # Lots Value @ Completed Inflated @ Market YEAR Devel'd 10% 40 target 2% Value Devel'd 10% 180 target 2% Value Devel'd 10% 139 target 2% Value Devel'd 10% 16 target 2% Value 2018 0 0 $306,714 0 0 0 $359,040 0 0 0 $388,518 0 0 0 $316,200 0 2019 12 368,057 306,714 0 0 0 359,040 0 8 310,814 388,518 0 4 126,480 316,200 0 2020 28 490,742 12 306,714 3,680,568 36 1,292,544 0 359,040 0 42 1,320,961 8 388,518 3,108,144 8 126,480 4 316,200 1,264,800 2021 0 (858,799) 28 312,848 8,759,752 45 323,136 36 366,221 13,183,949 40 (77,704) 42 396,288 16,644,111 4 (126,480) 8 322,524 2,580,192 2022 0 0 0 319,105 0 48 107,712 45 373,545 16,809,535 40 0 40 404,214 16,168,565 0 (126,480) 4 328,974 1,315,898 2023 0 0 0 325,487 0 45 (107,712) 48 381,016 18,288,774 9 (1,204,406) 40 412,298 16,491,936 0 0 0 335,554 0 2024 0 0 0 331,997 0 6 (1,400,256) 45 388,636 17,488,640 0 (349,666) 9 420,544 3,784,899 0 0 0 342,265 0 2025 0 0 0 338,637 0 0 (215,424) 6 396,409 2,378,455 0 0 0 428,955 0 0 0 0 349,110 0 2026 0 0 0 345,410 0 0 0 0 404,337 0 0 0 0 437,534 0 0 0 0 356,093 0 2027 0 0 0 352,318 0 0 0 0 412,424 0 0 0 0 446,285 0 0 0 0 363,214 0 2028 0 0 0 359,364 0 0 0 0 420,673 0 0 0 0 455,211 0 0 0 0 370,479 0 2029 0 0 0 366,552 0 0 0 0 429,086 0 0 0 0 464,315 0 0 0 0 377,888 0 2030 0 0 0 373,883 0 0 0 0 437,668 0 0 0 0 473,601 0 0 0 0 385,446 0 2031 0 0 0 381,360 0 0 0 0 446,421 0 0 0 0 483,073 0 0 0 0 393,155 0 2032 0 0 0 388,988 0 0 0 0 455,350 0 0 0 0 492,735 0 0 0 0 401,018 0 2033 0 0 0 396,767 0 0 0 0 464,457 0 0 0 0 502,589 0 0 0 0 409,038 0 2034 0 0 0 404,703 0 0 0 0 473,746 0 0 0 0 512,641 0 0 0 0 417,219 0 2035 0 0 0 412,797 0 0 0 0 483,221 0 0 0 0 522,894 0 0 0 0 425,564 0 2036 0 0 0 421,053 0 0 0 0 492,885 0 0 0 0 533,352 0 0 0 0 434,075 0 2037 0 0 0 429,474 0 0 0 0 502,743 0 0 0 0 544,019 0 0 0 0 442,756 0 2038 0 0 438,063 0 0 0 512,798 0 0 0 554,899 0 0 0 451,611 0 ______ _________ ______ _________ ______ _________ ______ _________ _____ _________ ______ _________ _____ _________ ______ _________ 40 0 40 12,440,320 180 (0) 180 68,149,352 139 (0) 139 56,197,656 16 0 16 5,160,890 4/25/2019 C NMD Fin Plan 19 Abs Prepared by D.A. Davidson & Co. 5 2050 100% 0 Ph YEAR 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 NORTHFIELD METROPOLITAN DISTRICT Development Projection -- Buildout Plan (updated 4/25/19) Residential Summary Deed Restricted Condo MU - Studio Apts (For Rent) Incr/(Decr) in Incr/(Decr) in Finished Lot # Units Price Finished Lot # Units Price Total # Lots Value @ Completed Inflated @ Market # Lots Value @ Completed Inflated @ Market Residential Total Total Total Total Devel'd 10% 65 target 2% Value Devel'd 10% 2 target 2% Value Market Value SFD Units SFA Units MFD Units Res'l Units 0 0 $265,200 0 0 0 $200,000 0 $0 0 0 0 0 10 265,200 265,200 0 0 0 200,000 0 0 0 0 0 0 31 556,920 10 265,200 2,652,000 0 0 200,000 0 10,705,512 0 34 0 34 24 (185,640) 31 270,504 8,385,624 2 40,000 204,000 0 49,553,628 0 145 0 145 0 (636,480) 24 275,914 6,621,938 0 (40,000) 2 208,080 416,160 41,332,096 0 113 2 115 0 0 0 281,432 0 0 0 0 212,242 0 34,780,710 0 88 0 88 0 0 0 287,061 0 0 0 0 216,486 0 21,273,539 0 54 0 54 0 0 0 292,802 0 0 0 0 220,816 0 2,378,455 0 6 0 6 0 0 0 298,658 0 0 0 0 225,232 0 0 0 0 0 0 0 0 0 304,631 0 0 0 0 229,737 0 0 0 0 0 0 0 0 0 310,724 0 0 0 0 234,332 0 0 0 0 0 0 0 0 0 316,939 0 0 0 0 239,019 0 0 0 0 0 0 0 0 0 323,277 0 0 0 0 243,799 0 0 0 0 0 0 0 0 0 329,743 0 0 0 0 248,675 0 0 0 0 0 0 0 0 0 336,338 0 0 0 0 253,648 0 0 0 0 0 0 0 0 0 343,064 0 0 0 0 258,721 0 0 0 0 0 0 0 0 0 349,926 0 0 0 0 263,896 0 0 0 0 0 0 0 0 0 356,924 0 0 0 0 269,174 0 0 0 0 0 0 0 0 0 364,063 0 0 0 0 274,557 0 0 0 0 0 0 0 0 0 371,344 0 0 0 0 280,048 0 0 0 0 0 0 0 0 378,771 0 0 0 285,649 0 0 0 0 0 0 ____ _________ ______ _________ _____ ________ ______ _________ ___________ ______ ______ ______ ______ 65 (0) 65 17,659,562 2 0 2 416,160 160,023,940 0 440 2 442 4/25/2019 C NMD Fin Plan 19 Abs Prepared by D.A. Davidson & Co. 6 2050 100% 0 Ph YEAR 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 NORTHFIELD METROPOLITAN DISTRICT Development Projection -- Buildout Plan (updated 4/25/19) Commercial Development MU - Retail Incr/(Decr) in Finished Lot Square Ft per Sq Ft, Total Total Value of Platted & SF Value @ Completed Inflated @ Market Commercial Commercial Developed Lots Devel'd 10% 2,679 2% Value Market Value Sq Ft Adjustment 1 Adjusted Value 0 0 $225.00 $0 0 0 0 0 0 0 225.00 0 0 0 0 1,070,551 0 0 225.00 0 0 0 0 3,787,648 2,679 60,278 229.50 0 0 0 0 (825,209) 0 (60,278) 2,679 234.09 627,127 627,127 2,679 0 (755,526) 0 0 0 238.77 0 0 0 0 (1,312,118) 0 0 0 243.55 0 0 0 0 (1,749,922) 0 0 0 248.42 0 0 0 0 (215,424) 0 0 0 253.39 0 0 0 0 0 0 0 0 258.45 0 0 0 0 0 0 0 0 263.62 0 0 0 0 0 0 0 0 268.90 0 0 0 0 0 0 0 0 274.27 0 0 0 0 0 0 0 0 279.76 0 0 0 0 0 0 0 0 285.35 0 0 0 0 0 0 0 0 291.06 0 0 0 0 0 0 0 0 296.88 0 0 0 0 0 0 0 0 302.82 0 0 0 0 0 0 0 0 308.88 0 0 0 0 0 0 0 0 315.05 0 0 0 0 0 0 0 321.36 0 0 0 0 0 ______ _________ ________ _________ _________ _________ _________ _________ 2,679 0 2,679 627,127 627,127 2,679 0 0 [1] Adj. to actual/prelim. AV Commercial Summary Apr 25, 2019 11:06 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Northfield MD 18:CAPR2519-20NRSPC) SOURCES AND USES OF FUNDS NORTHFIELD METROPOLITAN DISTRICT GENERAL OBLIGATION BONDS, SERIES 2020 40.000 (target) Mills Non-Rated, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6.00% Bi-Reassessment Projections) [ Preliminary -- for discussion only ] Dated Date 12/01/2020 Delivery Date 12/01/2020 Sources: Bond Proceeds: Par Amount 10,020,000.00 10,020,000.00 Uses: Project Fund Deposits: Project Fund 7,098,193.75 Other Fund Deposits: Capitalized Interest Fund 1,503,000.00 Debt Service Reserve Fund 918,406.25 2,421,406.25 Cost of Issuance: Other Cost of Issuance 300,000.00 Delivery Date Expenses: Underwriter's Discount 200,400.00 10,020,000.00 8 Apr 25, 2019 11:06 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Northfield MD 18:CAPR2519-20NRSPC) BOND SUMMARY STATISTICS NORTHFIELD METROPOLITAN DISTRICT GENERAL OBLIGATION BONDS, SERIES 2020 40.000 (target) Mills Non-Rated, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6.00% Bi-Reassessment Projections) [ Preliminary -- for discussion only ] Dated Date 12/01/2020 Delivery Date 12/01/2020 First Coupon 06/01/2021 Last Maturity 12/01/2050 Arbitrage Yield 5.000000% True Interest Cost (TIC) 5.148899% Net Interest Cost (NIC) 5.000000% All-In TIC 5.380240% Average Coupon 5.000000% Average Life (years) 23.996 Weighted Average Maturity (years) 23.996 Duration of Issue (years) 13.855 Par Amount 10,020,000.00 Bond Proceeds 10,020,000.00 Total Interest 12,021,750.00 Net Interest 12,222,150.00 Bond Years from Dated Date 240,435,000.00 Bond Years from Delivery Date 240,435,000.00 Total Debt Service 22,041,750.00 Maximum Annual Debt Service 1,968,750.00 Average Annual Debt Service 734,725.00 Underwriter's Fees (per $1000) Average Takedown Other Fee 20.000000 Total Underwriter's Discount 20.000000 Bid Price 98.000000 Average Par Average Average Maturity PV of 1 bp Bond Component Value Price Coupon Life Date change Term Bond due 2050 10,020,000.00 100.000 5.000% 23.996 11/29/2044 15,531.00 10,020,000.00 23.996 15,531.00 All-In Arbitrage TIC TIC Yield Par Value 10,020,000.00 10,020,000.00 10,020,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount -200,400.00 -200,400.00 - Cost of Issuance Expense -300,000.00 - Other Amounts Target Value 9,819,600.00 9,519,600.00 10,020,000.00 Target Date 12/01/2020 12/01/2020 12/01/2020 Yield 5.148899% 5.380240% 5.000000% 9 Apr 25, 2019 11:06 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Northfield MD 18:CAPR2519-20NRSPC) BOND DEBT SERVICE NORTHFIELD METROPOLITAN DISTRICT GENERAL OBLIGATION BONDS, SERIES 2020 40.000 (target) Mills Non-Rated, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6.00% Bi-Reassessment Projections) [ Preliminary -- for discussion only ] Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01/2021 250,500 250,500 12/01/2021 250,500 250,500 501,000 06/01/2022 250,500 250,500 12/01/2022 250,500 250,500 501,000 06/01/2023 250,500 250,500 12/01/2023 250,500 250,500 501,000 06/01/2024 250,500 250,500 12/01/2024 250,500 250,500 501,000 06/01/2025 250,500 250,500 12/01/2025 250,500 250,500 501,000 06/01/2026 250,500 250,500 12/01/2026 15,000 5.000% 250,500 265,500 516,000 06/01/2027 250,125 250,125 12/01/2027 20,000 5.000% 250,125 270,125 520,250 06/01/2028 249,625 249,625 12/01/2028 50,000 5.000% 249,625 299,625 549,250 06/01/2029 248,375 248,375 12/01/2029 55,000 5.000% 248,375 303,375 551,750 06/01/2030 247,000 247,000 12/01/2030 90,000 5.000% 247,000 337,000 584,000 06/01/2031 244,750 244,750 12/01/2031 95,000 5.000% 244,750 339,750 584,500 06/01/2032 242,375 242,375 12/01/2032 135,000 5.000% 242,375 377,375 619,750 06/01/2033 239,000 239,000 12/01/2033 140,000 5.000% 239,000 379,000 618,000 06/01/2034 235,500 235,500 12/01/2034 185,000 5.000% 235,500 420,500 656,000 06/01/2035 230,875 230,875 12/01/2035 195,000 5.000% 230,875 425,875 656,750 06/01/2036 226,000 226,000 12/01/2036 245,000 5.000% 226,000 471,000 697,000 06/01/2037 219,875 219,875 12/01/2037 255,000 5.000% 219,875 474,875 694,750 06/01/2038 213,500 213,500 12/01/2038 310,000 5.000% 213,500 523,500 737,000 06/01/2039 205,750 205,750 12/01/2039 325,000 5.000% 205,750 530,750 736,500 06/01/2040 197,625 197,625 12/01/2040 390,000 5.000% 197,625 587,625 785,250 06/01/2041 187,875 187,875 12/01/2041 410,000 5.000% 187,875 597,875 785,750 06/01/2042 177,625 177,625 12/01/2042 475,000 5.000% 177,625 652,625 830,250 06/01/2043 165,750 165,750 12/01/2043 500,000 5.000% 165,750 665,750 831,500 06/01/2044 153,250 153,250 12/01/2044 575,000 5.000% 153,250 728,250 881,500 06/01/2045 138,875 138,875 Apr 25, 2019 11:06 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Northfield MD 18:CAPR2519-20NRSPC) NET DEBT SERVICE NORTHFIELD METROPOLITAN DISTRICT GENERAL OBLIGATION BONDS, SERIES 2020 40.000 (target) Mills Non-Rated, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6.00% Bi-Reassessment Projections) [ Preliminary -- for discussion only ] Capitalized Period Total Debt Service Interest Net Ending Principal Interest Debt Service Reserve Fund Fund Debt Service 12/01/2021 501,000 501,000 501,000 12/01/2022 501,000 501,000 501,000 12/01/2023 501,000 501,000 501,000 12/01/2024 501,000 501,000 501,000.00 12/01/2025 501,000 501,000 501,000.00 12/01/2026 15,000 501,000 516,000 516,000.00 12/01/2027 20,000 500,250 520,250 520,250.00 12/01/2028 50,000 499,250 549,250 549,250.00 12/01/2029 55,000 496,750 551,750 551,750.00 12/01/2030 90,000 494,000 584,000 584,000.00 12/01/2031 95,000 489,500 584,500 584,500.00 12/01/2032 135,000 484,750 619,750 619,750.00 12/01/2033 140,000 478,000 618,000 618,000.00 12/01/2034 185,000 471,000 656,000 656,000.00 12/01/2035 195,000 461,750 656,750 656,750.00 12/01/2036 245,000 452,000 697,000 697,000.00 12/01/2037 255,000 439,750 694,750 694,750.00 12/01/2038 310,000 427,000 737,000 737,000.00 12/01/2039 325,000 411,500 736,500 736,500.00 12/01/2040 390,000 395,250 785,250 785,250.00 12/01/2041 410,000 375,750 785,750 785,750.00 12/01/2042 475,000 355,250 830,250 830,250.00 12/01/2043 500,000 331,500 831,500 831,500.00 12/01/2044 575,000 306,500 881,500 881,500.00 12/01/2045 605,000 277,750 882,750 882,750.00 12/01/2046 685,000 247,500 932,500 932,500.00 12/01/2047 720,000 213,250 933,250 933,250.00 12/01/2048 815,000 177,250 992,250 992,250.00 12/01/2049 855,000 136,500 991,500 991,500.00 12/01/2050 1,875,000 93,750 1,968,750 918,406.25 1,050,343.75 10,020,000 12,021,750 22,041,750 918,406.25 1,503,000 19,620,343.75 11 Apr 25, 2019 11:06 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Northfield MD 18:CAPR2519-20NRSPC) BOND SOLUTION NORTHFIELD METROPOLITAN DISTRICT GENERAL OBLIGATION BONDS, SERIES 2020 40.000 (target) Mills Non-Rated, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6.00% Bi-Reassessment Projections) [ Preliminary -- for discussion only ] Period Proposed Proposed Debt Service Total Adj Revenue Unused Debt Serv Ending Principal Debt Service Adjustments Debt Service Constraints Revenues Coverage 12/01/2021 501,000 -501,000 12,900 12,900 12/01/2022 501,000 -501,000 90,570 90,570 12/01/2023 501,000 -501,000 228,878 228,878 12/01/2024 501,000 501,000 361,802 -139,198 72.21605% 12/01/2025 501,000 501,000 450,046 -50,954 89.82959% 12/01/2026 15,000 516,000 516,000 518,186 2,186 100.42371% 12/01/2027 20,000 520,250 520,250 522,706 2,456 100.47212% 12/01/2028 50,000 549,250 549,250 554,069 4,819 100.87730% 12/01/2029 55,000 551,750 551,750 554,069 2,319 100.42022% 12/01/2030 90,000 584,000 584,000 587,313 3,313 100.56724% 12/01/2031 95,000 584,500 584,500 587,313 2,813 100.48121% 12/01/2032 135,000 619,750 619,750 622,551 2,801 100.45203% 12/01/2033 140,000 618,000 618,000 622,551 4,551 100.73648% 12/01/2034 185,000 656,000 656,000 659,905 3,905 100.59521% 12/01/2035 195,000 656,750 656,750 659,905 3,155 100.48033% 12/01/2036 245,000 697,000 697,000 699,499 2,499 100.35851% 12/01/2037 255,000 694,750 694,750 699,499 4,749 100.68353% 12/01/2038 310,000 737,000 737,000 741,469 4,469 100.60634% 12/01/2039 325,000 736,500 736,500 741,469 4,969 100.67464% 12/01/2040 390,000 785,250 785,250 785,957 707 100.09002% 12/01/2041 410,000 785,750 785,750 785,957 207 100.02633% 12/01/2042 475,000 830,250 830,250 833,114 2,864 100.34499% 12/01/2043 500,000 831,500 831,500 833,114 1,614 100.19414% 12/01/2044 575,000 881,500 881,500 883,101 1,601 100.18164% 12/01/2045 605,000 882,750 882,750 883,101 351 100.03978% 12/01/2046 685,000 932,500 932,500 936,087 3,587 100.38469% 12/01/2047 720,000 933,250 933,250 936,087 2,837 100.30401% 12/01/2048 815,000 992,250 992,250 992,252 2 100.00025% 12/01/2049 855,000 991,500 991,500 992,252 752 100.07589% 12/01/2050 1,875,000 1,968,750 -918,406 1,050,344 1,051,788 1,444 100.13746% 10,020,000 22,041,750 -2,421,406 19,620,344 19,827,510 207,167 12 Apr 25, 2019 11:11 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Northfield MD 18:CAPR2519-30IGSPC,30IGSPC) SOURCES AND USES OF FUNDS NORTHFIELD METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING BONDS, SERIES 2030 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 40.000 (target) Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discussion only ] Dated Date 12/01/2030 Delivery Date 12/01/2030 Sources: Bond Proceeds: Par Amount 14,870,000.00 Other Sources of Funds: Funds on Hand* 155,000.00 Series 2020 - DSRF 918,406.00 1,073,406.00 15,943,406.00 Uses: Project Fund Deposits: Project Fund 5,829,489.33 Refunding Escrow Deposits: Cash Deposit* 9,790,000.00 Other Fund Deposits: Capitalized Interest Fund 49,566.67 Cost of Issuance: Other Cost of Issuance 200,000.00 Delivery Date Expenses: Underwriter's Discount 74,350.00 15,943,406.00 [*] Estimated balances, (tbd). 13 Apr 25, 2019 11:11 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Northfield MD 18:CAPR2519-30IGSPC,30IGSPC) BOND SUMMARY STATISTICS NORTHFIELD METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING BONDS, SERIES 2030 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 40.000 (target) Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discussion only ] Dated Date 12/01/2030 Delivery Date 12/01/2030 First Coupon 06/01/2031 Last Maturity 12/01/2060 Arbitrage Yield 4.000000% True Interest Cost (TIC) 4.035170% Net Interest Cost (NIC) 4.000000% All-In TIC 4.131013% Average Coupon 4.000000% Average Life (years) 22.217 Weighted Average Maturity (years) 22.217 Duration of Issue (years) 14.526 Par Amount 14,870,000.00 Bond Proceeds 14,870,000.00 Total Interest 13,214,800.00 Net Interest 13,289,150.00 Bond Years from Dated Date 330,370,000.00 Bond Years from Delivery Date 330,370,000.00 Total Debt Service 28,084,800.00 Maximum Annual Debt Service 1,404,000.00 Average Annual Debt Service 936,160.00 Underwriter's Fees (per $1000) Average Takedown Other Fee 5.000000 Total Underwriter's Discount 5.000000 Bid Price 99.500000 Average Par Average Average Maturity PV of 1 bp Bond Component Value Price Coupon Life Date change Term Bond due 2060 14,870,000.00 100.000 4.000% 22.217 02/17/2053 25,873.80 14,870,000.00 22.217 25,873.80 All-In Arbitrage TIC TIC Yield Par Value 14,870,000.00 14,870,000.00 14,870,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount -74,350.00 -74,350.00 - Cost of Issuance Expense -200,000.00 - Other Amounts Target Value 14,795,650.00 14,595,650.00 14,870,000.00 Target Date 12/01/2030 12/01/2030 12/01/2030 Yield 4.035170% 4.131013% 4.000000% 14 Apr 25, 2019 11:11 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Northfield MD 18:CAPR2519-30IGSPC,30IGSPC) BOND DEBT SERVICE NORTHFIELD METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING BONDS, SERIES 2030 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 40.000 (target) Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discussion only ] Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01/2031 297,400 297,400 12/01/2031 297,400 297,400 594,800 06/01/2032 297,400 297,400 12/01/2032 25,000 4.000% 297,400 322,400 619,800 06/01/2033 296,900 296,900 12/01/2033 25,000 4.000% 296,900 321,900 618,800 06/01/2034 296,400 296,400 12/01/2034 65,000 4.000% 296,400 361,400 657,800 06/01/2035 295,100 295,100 12/01/2035 65,000 4.000% 295,100 360,100 655,200 06/01/2036 293,800 293,800 12/01/2036 110,000 4.000% 293,800 403,800 697,600 06/01/2037 291,600 291,600 12/01/2037 115,000 4.000% 291,600 406,600 698,200 06/01/2038 289,300 289,300 12/01/2038 160,000 4.000% 289,300 449,300 738,600 06/01/2039 286,100 286,100 12/01/2039 165,000 4.000% 286,100 451,100 737,200 06/01/2040 282,800 282,800 12/01/2040 220,000 4.000% 282,800 502,800 785,600 06/01/2041 278,400 278,400 12/01/2041 225,000 4.000% 278,400 503,400 781,800 06/01/2042 273,900 273,900 12/01/2042 285,000 4.000% 273,900 558,900 832,800 06/01/2043 268,200 268,200 12/01/2043 295,000 4.000% 268,200 563,200 831,400 06/01/2044 262,300 262,300 12/01/2044 355,000 4.000% 262,300 617,300 879,600 06/01/2045 255,200 255,200 12/01/2045 370,000 4.000% 255,200 625,200 880,400 06/01/2046 247,800 247,800 12/01/2046 440,000 4.000% 247,800 687,800 935,600 06/01/2047 239,000 239,000 12/01/2047 455,000 4.000% 239,000 694,000 933,000 06/01/2048 229,900 229,900 12/01/2048 530,000 4.000% 229,900 759,900 989,800 06/01/2049 219,300 219,300 12/01/2049 550,000 4.000% 219,300 769,300 988,600 06/01/2050 208,300 208,300 12/01/2050 630,000 4.000% 208,300 838,300 1,046,600 06/01/2051 195,700 195,700 12/01/2051 660,000 4.000% 195,700 855,700 1,051,400 06/01/2052 182,500 182,500 12/01/2052 745,000 4.000% 182,500 927,500 1,110,000 06/01/2053 167,600 167,600 12/01/2053 775,000 4.000% 167,600 942,600 1,110,200 06/01/2054 152,100 152,100 12/01/2054 875,000 4.000% 152,100 1,027,100 1,179,200 Apr 25, 2019 11:11 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Northfield MD 18:CAPR2519-30IGSPC,30IGSPC) NET DEBT SERVICE NORTHFIELD METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING BONDS, SERIES 2030 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 40.000 (target) Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discussion only ] Period Total Capitalized Net Ending Principal Interest Debt Service Interest Fund Debt Service 12/01/2031 594,800 594,800 49,566.67 545,233.33 12/01/2032 25,000 594,800 619,800 619,800.00 12/01/2033 25,000 593,800 618,800 618,800.00 12/01/2034 65,000 592,800 657,800 657,800.00 12/01/2035 65,000 590,200 655,200 655,200.00 12/01/2036 110,000 587,600 697,600 697,600.00 12/01/2037 115,000 583,200 698,200 698,200.00 12/01/2038 160,000 578,600 738,600 738,600.00 12/01/2039 165,000 572,200 737,200 737,200.00 12/01/2040 220,000 565,600 785,600 785,600.00 12/01/2041 225,000 556,800 781,800 781,800.00 12/01/2042 285,000 547,800 832,800 832,800.00 12/01/2043 295,000 536,400 831,400 831,400.00 12/01/2044 355,000 524,600 879,600 879,600.00 12/01/2045 370,000 510,400 880,400 880,400.00 12/01/2046 440,000 495,600 935,600 935,600.00 12/01/2047 455,000 478,000 933,000 933,000.00 12/01/2048 530,000 459,800 989,800 989,800.00 12/01/2049 550,000 438,600 988,600 988,600.00 12/01/2050 630,000 416,600 1,046,600 1,046,600.00 12/01/2051 660,000 391,400 1,051,400 1,051,400.00 12/01/2052 745,000 365,000 1,110,000 1,110,000.00 12/01/2053 775,000 335,200 1,110,200 1,110,200.00 12/01/2054 875,000 304,200 1,179,200 1,179,200.00 12/01/2055 910,000 269,200 1,179,200 1,179,200.00 12/01/2056 1,015,000 232,800 1,247,800 1,247,800.00 12/01/2057 1,060,000 192,200 1,252,200 1,252,200.00 12/01/2058 1,175,000 149,800 1,324,800 1,324,800.00 12/01/2059 1,220,000 102,800 1,322,800 1,322,800.00 12/01/2060 1,350,000 54,000 1,404,000 1,404,000.00 14,870,000 13,214,800 28,084,800 49,566.67 28,035,233.33 16 Apr 25, 2019 11:11 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Northfield MD 18:CAPR2519-30IGSPC,30IGSPC) SUMMARY OF BONDS REFUNDED NORTHFIELD METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING BONDS, SERIES 2030 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 40.000 (target) Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discussion only ] Maturity Interest Par Call Call Bond Date Rate Amount Date Price 4/25/19: Ser 20 NR SP, 5.00%, 100x, 40mls, FG+6% BiRe: TERM50 12/01/2031 5.000% 95,000.00 12/01/2030 100.000 12/01/2032 5.000% 135,000.00 12/01/2030 100.000 12/01/2033 5.000% 140,000.00 12/01/2030 100.000 12/01/2034 5.000% 185,000.00 12/01/2030 100.000 12/01/2035 5.000% 195,000.00 12/01/2030 100.000 12/01/2036 5.000% 245,000.00 12/01/2030 100.000 12/01/2037 5.000% 255,000.00 12/01/2030 100.000 12/01/2038 5.000% 310,000.00 12/01/2030 100.000 12/01/2039 5.000% 325,000.00 12/01/2030 100.000 12/01/2040 5.000% 390,000.00 12/01/2030 100.000 12/01/2041 5.000% 410,000.00 12/01/2030 100.000 12/01/2042 5.000% 475,000.00 12/01/2030 100.000 12/01/2043 5.000% 500,000.00 12/01/2030 100.000 12/01/2044 5.000% 575,000.00 12/01/2030 100.000 12/01/2045 5.000% 605,000.00 12/01/2030 100.000 12/01/2046 5.000% 685,000.00 12/01/2030 100.000 12/01/2047 5.000% 720,000.00 12/01/2030 100.000 12/01/2048 5.000% 815,000.00 12/01/2030 100.000 12/01/2049 5.000% 855,000.00 12/01/2030 100.000 12/01/2050 5.000% 1,875,000.00 12/01/2030 100.000 9,790,000.00 17 Apr 25, 2019 11:11 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Northfield MD 18:CAPR2519-30IGSPC,30IGSPC) ESCROW REQUIREMENTS NORTHFIELD METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING BONDS, SERIES 2030 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 40.000 (target) Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discussion only ] Dated Date 12/01/2030 Delivery Date 12/01/2030 4/25/19: Ser 20 NR SP, 5.00%, 100x, 40mls, FG+6% BiRe Period Principal Ending Redeemed Total 12/01/2030 9,790,000.00 9,790,000.00 9,790,000.00 9,790,000.00 18 Apr 25, 2019 11:11 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Northfield MD 18:CAPR2519-30IGSPC,30IGSPC) PRIOR BOND DEBT SERVICE NORTHFIELD METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING BONDS, SERIES 2030 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 40.000 (target) Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discussion only ] Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01/2031 244,750 244,750 12/01/2031 95,000 5.000% 244,750 339,750 584,500 06/01/2032 242,375 242,375 12/01/2032 135,000 5.000% 242,375 377,375 619,750 06/01/2033 239,000 239,000 12/01/2033 140,000 5.000% 239,000 379,000 618,000 06/01/2034 235,500 235,500 12/01/2034 185,000 5.000% 235,500 420,500 656,000 06/01/2035 230,875 230,875 12/01/2035 195,000 5.000% 230,875 425,875 656,750 06/01/2036 226,000 226,000 12/01/2036 245,000 5.000% 226,000 471,000 697,000 06/01/2037 219,875 219,875 12/01/2037 255,000 5.000% 219,875 474,875 694,750 06/01/2038 213,500 213,500 12/01/2038 310,000 5.000% 213,500 523,500 737,000 06/01/2039 205,750 205,750 12/01/2039 325,000 5.000% 205,750 530,750 736,500 06/01/2040 197,625 197,625 12/01/2040 390,000 5.000% 197,625 587,625 785,250 06/01/2041 187,875 187,875 12/01/2041 410,000 5.000% 187,875 597,875 785,750 06/01/2042 177,625 177,625 12/01/2042 475,000 5.000% 177,625 652,625 830,250 06/01/2043 165,750 165,750 12/01/2043 500,000 5.000% 165,750 665,750 831,500 06/01/2044 153,250 153,250 12/01/2044 575,000 5.000% 153,250 728,250 881,500 06/01/2045 138,875 138,875 12/01/2045 605,000 5.000% 138,875 743,875 882,750 06/01/2046 123,750 123,750 12/01/2046 685,000 5.000% 123,750 808,750 932,500 06/01/2047 106,625 106,625 12/01/2047 720,000 5.000% 106,625 826,625 933,250 06/01/2048 88,625 88,625 12/01/2048 815,000 5.000% 88,625 903,625 992,250 06/01/2049 68,250 68,250 12/01/2049 855,000 5.000% 68,250 923,250 991,500 06/01/2050 46,875 46,875 12/01/2050 1,875,000 5.000% 46,875 1,921,875 1,968,750 9,790,000 7,025,500 16,815,500 16,815,500 19 Apr 25, 2019 11:11 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Northfield MD 18:CAPR2519-30IGSPC,30IGSPC) BOND SOLUTION NORTHFIELD METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING BONDS, SERIES 2030 Pay & Cancel Refunding of (proposed) Series 2020 + New Money 40.000 (target) Mills Assumes Investment Grade, 100x, 30-yr. Maturity (SERVICE PLAN: Full Growth + 6% Bi-Reassessment Projections) [ Preliminary -- for discussion only ] Period Proposed Proposed Debt Service Total Adj Revenue Unused Debt Serv Ending Principal Debt Service Adjustments Debt Service Constraints Revenues Coverage 12/01/2031 594,800 -49,567 545,233 587,313 42,079 107.71768% 12/01/2032 25,000 619,800 619,800 622,551 2,751 100.44393% 12/01/2033 25,000 618,800 618,800 622,551 3,751 100.60625% 12/01/2034 65,000 657,800 657,800 659,905 2,105 100.31994% 12/01/2035 65,000 655,200 655,200 659,905 4,705 100.71803% 12/01/2036 110,000 697,600 697,600 699,499 1,899 100.27219% 12/01/2037 115,000 698,200 698,200 699,499 1,299 100.18602% 12/01/2038 160,000 738,600 738,600 741,469 2,869 100.38840% 12/01/2039 165,000 737,200 737,200 741,469 4,269 100.57905% 12/01/2040 220,000 785,600 785,600 785,957 357 100.04543% 12/01/2041 225,000 781,800 781,800 785,957 4,157 100.53171% 12/01/2042 285,000 832,800 832,800 833,114 314 100.03774% 12/01/2043 295,000 831,400 831,400 833,114 1,714 100.20619% 12/01/2044 355,000 879,600 879,600 883,101 3,501 100.39804% 12/01/2045 370,000 880,400 880,400 883,101 2,701 100.30681% 12/01/2046 440,000 935,600 935,600 936,087 487 100.05207% 12/01/2047 455,000 933,000 933,000 936,087 3,087 100.33089% 12/01/2048 530,000 989,800 989,800 992,252 2,452 100.24777% 12/01/2049 550,000 988,600 988,600 992,252 3,652 100.36946% 12/01/2050 630,000 1,046,600 1,046,600 1,051,788 5,188 100.49566% 12/01/2051 660,000 1,051,400 1,051,400 1,051,788 388 100.03686% 12/01/2052 745,000 1,110,000 1,110,000 1,114,895 4,895 100.44098% 12/01/2053 775,000 1,110,200 1,110,200 1,114,895 4,695 100.42288% 12/01/2054 875,000 1,179,200 1,179,200 1,181,789 2,589 100.21952% 12/01/2055 910,000 1,179,200 1,179,200 1,181,789 2,589 100.21952% 12/01/2056 1,015,000 1,247,800 1,247,800 1,252,696 4,896 100.39236% 12/01/2057 1,060,000 1,252,200 1,252,200 1,252,696 496 100.03960% 12/01/2058 1,175,000 1,324,800 1,324,800 1,327,858 3,058 100.23080% 12/01/2059 1,220,000 1,322,800 1,322,800 1,327,858 5,058 100.38234% 12/01/2060 1,350,000 1,404,000 1,404,000 1,407,529 3,529 100.25136% 14,870,000 28,084,800 -49,567 28,035,233 28,160,762 125,528 20 G-1 EXHIBIT G PUBLIC BENEFITS NORTHFIELD METROPOLITAN DISTRICT NOS. 1-3 PUBLIC BENEFITS NARRATIVE The City of Fort Collins (the “City”) and surrounding Larimer County face a significant affordable and attainable housing shortage. Situated on one of the last undeveloped parcels of land within walking distance of Old Town Fort Collins, Northfield Metropolitan District Nos. 1-3 (“Northfield”) will create an affordable and attainable neighborhood woven into the fabric of central Fort Collins and advancing the City’s vision for the future. The Metropolitan District structure will provide the financing mechanisms that make attaining the City’s stretch outcomes and development objectives possible. Metropolitan District financing would mitigate increased front-end costs of modern development, meaning increased costs are not passed directly to residents at the point of sale, and thus keeping housing unit prices in the affordable and attainable range. Northfield will deliver on these City objectives: Affordable and Attainable Housing; Environmental Sustainability; Critical Public Infrastructure; and Smart Growth Management. 1. Affordable and Attainable Housing The shortage of affordable and attainable housing in Fort Collins is one of the City’s most pressing concerns. Annual housing starts in Fort Collins priced under $400,000 have dropped 45% in the past year. Northfield plans to create housing for the community at prices that are well below average for the area. The Metropolitan District structure is a critical tool for facilitating the 2 delivery of attainable and affordable housing considering Northfield’s proximity to downtown Fort Collins and higher-than-average land and development costs in this area. Northfield plans to offer 65 units or approximately 15% of the total project as affordable housing units at 80% AMI or lower. These units would be delivered with legally enforceable guarantees for affordable housing commitments, such as deed restrictions for a minimum of 20 years. As of the submittal of this service plan, Landmark has a signed LOI with Mercy Housing, a very well established affordable, for-rent multifamily builder that has projects around the nation. Although non-binding, this LOI poses a great way that Landmark can deliver on its promise of affordable homes with the approval of a Metro District. A copy of the LOI has been included as an exhibit below. If the affordable housing units are offered as for-rent units, such units will be rented at a price affordable in Larimer County, Colorado, for an AMI of 80% or lower and the average of all rents for those units will at all times reasonably approximate to a Larimer County AMI of 60% or lower. Additionally, the remaining housing units in the project are expected to be priced in an attainable range, considered by other cities to be between 80% and 120% of AMI. Proximity to Employment Centers (Employee Counts Shown on Map) Affordable and attainable housing in Northfield’s central location would provide an extraordinary benefit to the City and its residents. Northfield is located within walking and/or biking distance to some of the largest employment hubs in the City, including City of Fort Collins Municipal Offices, Colorado State University, Woodward, and New Belgium Brewing. 3 Northfield's proximity to these hubs and its affordable and attainable price points set the project apart from other recent residential developments in Fort Collins. Through Northfield, the City will gain high-quality, attainable housing near the City’s economic and cultural core, helping reduce congestion in the City and provide workforce housing. 2. Environmental Sustainability (a) Energy Conservation The Metro District structure will enable the construction of more energy efficient homes. Northfield will commit every home to meeting LEED Gold certification, including the affordable units. LEED measures nine key areas that ensure the entire community, beyond just the individual homes, are meeting and exceeding green materials and practices. These nines areas are sustainable sites, water efficiency, energy and atmosphere, materials and resources, indoor environmental quality, location and linkages, awareness and education, innovation in design, and regional priority. Northfield has engaged the environmental group The Green Insight to help achieve this certification and will be responsible for the inspections throughout the building process to ensure Northfield receives the LEED Gold certifications. 4 All floorplans for the market rate home have gone through HERS analysis to determine their energy efficiency. The results are very efficient ratings ranging from 35 to 49. Increased energy efficient building materials and methods were considered to increase the energy efficiency of the homes as well as the use of approximately 1kW of solar power for every unit. According to the HERS index, these homes in Northfield will be 51-65% more energy efficient than a standard new home and 81-95% more efficient than the average resale home. The HERS ratings are incorporated into the LEED scores and are part of the entire LEED Gold certification and standard. The HERS ratings for each product type are as follows: The City does not currently require the project to include solar power capability or charging stations for electric vehicles. Northfield plans to include solar panels on every unit. These buildings will feature a photovoltaic system that will produce approximately 1kW of power for each unit (3 panels per home at +/- 330 watts per panel). Thus, a 12-unit building will have roughly 12kW of solar panels. Energy recovery ventilator (ERV) systems will also be installed on every market rate unit to improve air quality inside the homes. When homes get very tight due to efficient 5 construction techniques, the air inside can get stagnant. The ERV system helps bring in fresh outside air and condition it to the inside temperature through an energy efficient recovery core. Northfield will also deliver a 240V outlet in every garage to provide a place for the electric vehicle fast-charging stations and further encourage residents to drive eco-friendly cars. In addition to the outlets, Northfield will provide electrical vehicle charging stations at parking locations throughout the project, which will be available to residents and the greater community. These charging stations and electrical outlets demonstrate that Northfield is an environmentally friendly community and encourages the use of electric vehicles to help reduce greenhouse gas emissions. (b) Environmental Conservation Bordering the Lake Canal Wetlands, Northfield’s design protects and enhances this important ecosystem. The project provides an enhanced setback from the Lake Canal Wetlands to further protect them from new development. The connections over Lake Canal will be constructed with low impact box culverts and abide by and exceed Army Core of Engineers standards for historic protected wetlands. Northfield will include approximately 26 acres of parks and green spaces, covering approximately 46.9% of the entire project and far exceeding the City’s requirements for open space. These landscaped areas will focus on low-water usage designs. Initial hydro-zone calculations indicate Northfield will use 6.87 gallons of water per square foot, well below the City’s limit of 15 gallons of water per square foot. (c) Enhanced Community Resiliency Northfield is located within the City’s Northside Neighborhoods Plan area. One of the City’s goals under that plan is improving stormwater drainage for the Dry Creek and Poudre River Basins to remove lands from the floodplain. The property within Northfield has a high water table and, through the use of the Metropolitan District structure and financing tools, the site would be de-watered using a perforated underdrain system, which will facilitate the City’s goal of improving stormwater drainage in the Dry Creek and Poudre River Basins. More specifically, Northfield anticipates implementing infiltration galleries and utilizing both below grade StormTech chambers and a rain garden to enhance stormwater runoff quantity and quality. These features are in addition to the City’s standard stormwater detention requirements and water quality capture volumes. The infiltration galleries and rain garden are Low-Impact Development (LID) features that allow sediment to be filtered out while providing infiltration to protect the environment and reduce the volume of developed runoff. These measures, combined with the de-watering efforts, will make Northfield and the surrounding neighborhoods less susceptible to future flooding. 3. Critical Public Infrastructure (a) Construction of Suniga Road as an Arterial Road 6 Under the City’s building and zoning rules, a standard project does not require regional road access bisecting the site. However, Northfield is willing to fulfill the City’s request that the project include a 4-lane arterial road in order to improve the access to the entire northeast region of the City. This regional connection will run from Redwood Street to Lemay Avenue, connecting to the existing portion of Suniga Road to the west of the project. The Metropolitan District financing tools will help enable the construction of Suniga Road as an arterial road for the City, which is a much more significant regional transportation contribution than is typically delivered by projects of Northfield’s size. The Metropolitan District structure and finance tools facilitate delivery of this stretch outcome by offsetting the costs and loss of developable space that Northfield faces by dedicating increased right-of-way to the arterial road. See images below for cross-section comparisons of the ROW required for an Arterial Street vs a Connector Local Street. The community gains a vital piece of regional connectivity that alleviates many traffic concerns in the area, particularly at the intersection of Vine & Lemay, in the North College/Vine Drive Enhanced Travel Corridor. 7 (b) Off-Site Sewer Improvements Through the Metropolitan District structure, Northfield is able to advance funds to improve a dilapidated off-site sewer line at the onset of the project and provide improved sewer service to Northfield and surrounding neighborhoods when the improvements are needed, allowing the City to reimburse a portion of those expenditures at a future date. Northfield plans to replace and upsize the sewer line from Vine Drive, around Alta Vista, and along a portion of Lemay Avenue. This amounts to 2,694 linear feet of sewer line. Given the City's capital improvements schedule, it is unlikely that that a City-constructed line upsizing project at this location could be completed until long after Northfield is built. Northfield and the Metropolitan District structure would make it possible to finance and replace the failing sewer line during horizontal construction, providing immediate public benefit to the community. 8 (c) Regional Trail Rather than simply designating an on-site easement for the future trail construction by the City, Northfield plans to finance and deliver the on-site Regional Trail as well as the off- site pedestrian connection for the northeastern portion up to the intersection at Lemay Avenue and Conifer Street. The site will also feature buffered bike lanes and wider than required sidewalks. Given Northfield’s proximity to many employment centers, as well as downtown Fort Collins, the immediate construction of the Regional Trail will give our residents and the surrounding community enhanced pedestrian access, thus reducing the need for automobile trips. The Metropolitan District Structure enables the Regional Trail to be built concurrently with vertical construction and frees the City to allocate funds that would have been used to construct the trail to other valuable projects. 9 4. Smart Growth Management and Community and Neighborhood Livability Northfield furthers the City’s objectives for Smart Growth Management and Community and neighborhood Livability. Although Northfield will meet the City’s definition of an “affordable housing project,” which would allow for increased density to 12 units per acre, Northfield plans to keep density at 8 units per acre. Remaining at this lower density enables Northfield’s other stretch outcomes, including constructing Suniga Road as an arterial road and increasing the buffer zone to protect the Lake Canal Wetlands. Lower project-wide density also provides Northfield’s residents and the surrounding community with a more attractive residential area, including more landscaped and open space area than similarly sized projects. Current area coverage calculations put the amount of landscaped and open space at 25.9 acres, or 46.9% of the entire site. This is a much higher proportion of open space compared to similar residential projects, and especially compared to single-family developments. Northfield’s density is also the lowest of any recent project with similar product types that Landmark Homes has developed in Northern Colorado (See table below). The amount of outdoor space greatly increases the amount of landscaping required, creating a development challenge because pro forma revenue is lost due to both lost units and increased landscaping costs. Metropolitan District financing tools help mitigate this challenge and enable the delivery of enhanced livability and a desirable, defining new urbanist community near Downtown Fort Collins. The Metropolitan District structure is also a more efficient vehicle for maintaining the landscaping and open space than a common interest ownership association. The project will focus on alley-loaded units, which is a major tenant of New Urbanism planning values and techniques. Residents not situated on right-of-ways will face landscaped open space as well. Alley-loaded product results in a far superior aesthetic benefit to its residents than in a code-minimum project, but there are increased costs associated with this design, and the proposed structure will help fill that funding gap. The Metropolitan District structure is also a much more efficient vehicle to maintain these alleys than a common interest ownership association would be. 10 Northfield will also feature a clubhouse and a mixed-use building near the regional trail to serve the community at large. The clubhouse will provide amenities including a swimming pool, workout facility, kitchen, and gathering space for residents and public. The mixed-use center will offer light commercial use on the first floor, residential for-rent units on the second floor, and small amenities open to the public (e.g. bike repair station, doggie station). Targeted uses for the commercial space include a day care center, coffee shop, and bike repair shop. Neither amenity is required by the City, and both are categorized as extraordinary costs that the development is incurring for the benefit of the residents of Northfield and the community at large. See renderings of the clubhouse and the mixed-use building below. 11 Northfield will also promote the City’s objective of preserving and enhancing historic resources. The southeastern edge of Northfield borders the to-be-designated historic Alta Vista neighborhood. To blend the transition to new development and pay homage to the neighborhood’s history, Northfield will feature an Interpretive Historical Park and Gateway Features bordering Alta Vista. These additions were developed in collaboration with neighbors in the Alta Vista neighborhood and would provide an extraordinary benefit to the City as a whole. 12 PUBLIC BENEFITS NARRATIVE Exhibit 1: Mercy Housing LOI 12 PUBLIC BENEFITS NARRATIVE Exhibit 1: Mercy Housing LOI Total Benefit Per-Unit Benefit Notes Environmental Sustainability Energy Efficient Neighborhood 1) LEED Gold Certification $1,933,750 $4,375 Energy efficient building materials/practices and certification fees 2) Energy Recovery Ventilator (ERV) Systems $645,000 $1,459 In every market rate home; meets ASHRAE 62.2 & FC Code Solar Energy 1) Appoximately 1 kW of Solar Per Unit $1,219,310 $2,759 On every home (3 panels per home at +/- 330 watts per panel) Electric Vehicles 1) 240V wiring and outlets $375,000 $848 In every garage 2) EV charging stations $30,000 $68 6 dual charging ports Critical Public Infrastructure Major Arterial Development 1) On-Site Suniga Road Upsizing $1,682,640 $3,807 Upsizing cost from a typical 2-lane connector 1) Off-Site Suniga Road $774,800 $1,753 Offsite construction from Redwood to Lake Canal Pedestrian Connectivity 1) Regional Trail Construction $199,050 $450 Off-Site Infrastructure 1) Off-Site Sewer Construction & Upsizing $538,220 $1,218 To benefit Northfield and the surrounding areas from a failing sewer line Smart Growth Management Increased Density 1) Alley-Loaded Homes $820,800 $1,857 Metro District maintained Public Spaces 1) Reduction in Allowed Density/ More Open Space $4,474,100 $10,122 Northfield is at 8 units/acre vs the allowed 12 units/acre per the "affordable housing project" land use definition 2) Clubhouse & Swimming Pool $2,000,000 $4,525 3) Increased Landscaped Area (46.9% of site) $723,800 $1,638 Landscaped area beyond a typical project 4) Alta Vista Buffer Area $125,000 $283 Seperates and protects the Alta Vista neighborhood from Suniga 5) Public amenity area $5,000 $11 Public use amenities stationed along regional trail Strategic Priorities Affordable Housing 1) 14.7% (65 units) of deed-restricted affordable housing $4,420,000 $10,000 $68,000 subsidy per unit to price below 80% AMI Attainable Housing 1) 85.3% (377 units) of attainably priced housing Difficult to Quant. Difficult to Quan. Remainder of project will be priced in a range that someone making 80% to 120% of AMI could afford TOTAL PUBLIC BENEFITS $19,966,470 $45,173 Units: 442 Non-Basic Improvements Disclaimer: The benefits listed above respresent a preliminary estimate in order to provide illustrative representation of the value for public benefit. The illustration is non-binding pending the execution of a development agreement Northfield Metro District Public Benefits Evaluation H-1 EXHIBIT H DISCLOSURE NOTICE  NOTICE OF INCLUSION IN A RESIDENTIAL METROPOLITAN DISTRICT AND POSSIBLE PROPERTY TAX CONSEQUENCES Legal description of the property and address: Attached hereto as Exhibit A. This property is located in the following metropolitan district: Northfield Metropolitan District No. __. In addition to standard property taxes identified on the next page, this property is subject to a metropolitan district mill levy (another property tax) of up to: Fifty (50) Mills. Based on the property’s inclusion in the metropolitan district, an average home sales price of $300,000 could result in ADDITIONAL annual property taxes up to: $1,080.00 The next page provides examples of estimated total annual property taxes that could be due on this property, first if located outside the metropolitan district and next if located within the metropolitan district. Note: property that is not within a metropolitan district would not pay the ADDITIONAL amount. The metropolitan district board can be reached as follows: Northfield Metropolitan District No. __ C/O WHITE BEAR ANKELE TANAKA &WALDRON Attention: Robert G. Rogers 2154 E. Commons Ave., Suite 2000 Centennial, CO 80122 Phone: 303-858-1800. You may wish to consult with: (1) the Larimer County Assessor’s Office, to determine the specific amount of metropolitan district taxes currently due on this property; and (2) the metropolitan district board, to determine the highest possible amount of metropolitan district property taxes that could be assessed on this property. 2 ESTIMATE OF PROPERTY TAXES Annual Tax Levied on Residential Property With $300,000 Actual Value Without the District Taxing Entity Mill Levies (2018) Annual tax levied Poudre R-1 General Fund 40.300 $ 870.48 Larimer County 22.403 $ 483.90 Poudre R-1 Bond Payment 12.330 $266.33 City of Fort Collins 9.797 $ 211.62 Poudre River Public Library District 3 $ 64.80 Health District of Northern Larimer County 2.167 $ 46.81 Northern Colorado Water Cons. District 1 $ 21.60 Larimer County Pest Control District .142 $3.07 TOTAL: 91.139 $ 1,968.61 Annual Tax Levied on Residential Property With $300,000 Actual Value With the District (Assuming Maximum District Mill Levy) Taxing Entity Mill Levies (2018) Annual tax levied Northfield Metropolitan District No. __ 50.000 $1,080 Poudre R-1 General Fund 40.300 $ 870.48 Larimer County 22.403 $ 483.90 Poudre R-1 Bond Payment 12.330 $266.33 City of Fort Collins 9.797 $ 211.62 Poudre River Public Library District 3 $ 64.80 Health District of Northern Larimer County 2.167 $ 46.81 Northern Colorado Water Cons. District 1 $ 21.60 Larimer County Pest Control District .142 $3.07 TOTAL: 141.139 $3,048.61 3 **This estimate of mill levies is based upon mill levies certified by the Larimer County Assessor’s Office in December 2018 for collection in 2019, and is intended only to provide approximations of the total overlapping mill levies within the District. The stated mill levies are subject to change and you should contact the Larimer County Assessor’s Office to obtain accurate and current information. Exhibit A Property H-2 EXHIBIT I FORM OF INTERGOVERNMENTAL AGREEMENT INTERGOVERNMENTAL AGREEMENT THIS INTERGOVERNMENTAL AGREEMENT (this “Agreement”) is made and entered into by and between the City of Fort Collins, Colorado, a Colorado home rule municipality (the “City”), and Northfield Metropolitan District Nos. 1-3, quasi-municipal corporations and political subdivisions of the State of Colorado (collectively, the “Districts”). The City and the Districts shall be collectively referred to as the “Parties.” RECITALS WHEREAS, the Districts were organized to provide those services and to exercise powers as are more specifically set forth in the Districts’ Service Plan dated ___________________, 2019, which may be amended from time to time as set forth therein (the “Service Plan”); and WHEREAS, the Service Plan requires the execution of an intergovernmental agreement between the City and the Districts to provide the City with contract remedies to enforce the requirements and limitations imposed on the Districts in the Service Plan; and WHEREAS, the City and the Districts have determined it to be in their best interests to enter into this Agreement as provided in the Service Plan. NOW, THEREFORE, for and in consideration of the covenants and mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: COVENANTS AND AGREEMENTS 1. Incorporation by Reference. The Service Plan is hereby incorporated in this Agreement by this reference. The Districts agree to comply with all provisions of the Service Plan, as it may be amended from time to time in accordance with the provisions thereof, and the provisions of Article 1 of Title 31 of the Colorado Revised Statutes (the "Special District Act"). Capitalized terms used herein not otherwise defined in this Agreement shall have the meanings, respectfully, specified in the Service Plan. 2. City Prior Approvals. The Districts shall obtain any prior City, City Manager or City Council approvals as required in the Service Plan before undertaking any action requiring such approval. 3. Enforcement. The Parties agree that this Agreement may be enforced at law or in equity, including actions seeking specific performance, mandamus, prohibitory or mandatory injunctive relief, or other appropriate relief. The Parties also agree that this Agreement may be enforced pursuant to C. R. S. Section 32-1-207 and other provisions of the Special District Act granting rights to municipalities or counties approving a service plan of a special district. 4. Amendment. This Agreement may be amended, modified, changed, or terminated in whole or in part only by a written agreement duly authorized and executed by the Parties hereto. 5. Governing Law; Venue. This Agreement shall be governed by and construed under the applicable laws of the State of Colorado. Venue for any judicial action to interpret or enforce this Agreement shall be in Larimer County District Court of the Eighth Judicial District for the State of Colorado. 6. Beneficiaries. Except as otherwise stated herein, this Agreement is intended to only describe the rights and responsibilities of and between the named Parties and is not intended to and shall not be deemed to confer any rights upon any other persons or entities not named as parties in this Agreement. 7. Effect of Invalidity. If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction as to any or all the Parties, such portion shall be deemed severable and its invalidity or its unenforceability shall not cause the entire Agreement to be terminated. 8. Assignability. Neither the City nor the Districts shall assign their rights or delegate their duties hereunder without the prior written consent of the other Parties. Any assignment of rights or delegation of duties without such prior written consent shall be deemed null and void and of no effect. Notwithstanding the foregoing, the City and the Districts may enter into contracts or other agreements with third parties to perform any of their respective duties required under this Agreement. 9. Successors and Assigns. This Agreement and the rights and obligations created hereby shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. NORTHFIELD METROPOLITAN DISTRICT NO. 1 By: President ATTEST: NORTHFIELD METROPOLITAN DISTRICT NO. 2 By: President ATTEST: NORTHFIELD METROPOLITAN DISTRICT NO. 3 By: President ATTEST: CITY OF FORT COLLINS By: Mayor ATTEST: City Clerk 2165.0003: 983698 CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO CERTIFICATION OF MAILING NOTICE OF PUBLIC HEARING IN RE NORTHFIELD METROPOLITAN DISTRICT NOS. 1-3, CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO I, Catherine V. Will, of lawful age and duly sworn, state: 1. I am a paralegal at the law firm of White Bear Ankele Tanaka & Waldron acting on behalf of the proposed District in the above captioned matter. 2. That, pursuant to Section 3(H) of the City of Fort Collins Policy for Reviewing Service Plans for Metropolitan Districts, the Notice of Public Hearing on Service Plan, a copy of which is attached hereto as Exhibit A, was provided by U.S. first class mail on July 19, 2019, to the owners of record of all real property within the District as such owners of record are listed in the proposed service plan, as set forth on the list attached hereto as Exhibit B. Signed this 7th day of August, 2019. By: Catherine V. Will EXHIBIT B EXHIBIT A NOTICE OF PUBLIC HEARING ON SERVICE PLAN NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A SPECIAL DISTRICT IN RE THE ORGANIZATION OF NORTHFIELDMETROPOLITAN DISTRICT NOS. 1-3, CITY OF FORT 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 Northfield Metropolitan District Nos. 1-3 (“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, August 20, 2019, 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 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 Fifty (50) mills for district improvements and operating costs, subject to certain terms as set forth in the Service Plan. The proposed districts will be generally located west of North Lemay Avenue, south of the Lake Canal, and north of the Alta Vista neighborhood, City of Fort Collins, Larimer County, Colorado, currently known as Assessor Parcel Number 9701400002, containing approximately 56.3 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 Fort Collins City Council 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 MAILING LIST OF PROPERTY OWNERS Mailing List of Property Owners SCHLAGEL DONALD E/LL/RH M H/ARVIDSON SL/ROBERTO EG/EJ 1131 LINDENMEIER RD FORT COLLINS, CO 80524 EXHIBIT C 2165.0003: 987085 CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO CERTIFICATION OF MAILING NOTICE OF PUBLIC HEARING IN RE NORTHFIELD METROPOLITAN DISTRICT NOS. 1-3, CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO I, Catherine V. Will, of lawful age and duly sworn, state: 1. I am a paralegal at the law firm of White Bear Ankele Tanaka & Waldron acting on behalf of the proposed District in the above captioned matter. 2. That, pursuant to Section 3(H) of the City of Fort Collins Policy for Reviewing Service Plans for Metropolitan Districts, the Notice of Public Hearing on Service Plan, a copy of which is attached hereto as Exhibit A, was provided by U.S. first class mail on August 22, 2019, to the owners of record of all real property within the District as such owners of record are listed in the proposed service plan, as set forth on the list attached hereto as Exhibit B. Signed this 27th day of August, 2019. By: Catherine V. Will EXHIBIT D EXHIBIT A NOTICE OF PUBLIC HEARING ON SERVICE PLAN NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A SPECIAL DISTRICT IN RE THE ORGANIZATION OF NORTHFIELDMETROPOLITAN DISTRICT NOS. 1-3, CITY OF FORT 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 Northfield Metropolitan District Nos. 1-3 (“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 that was scheduled to be held by the City Council of the City of Ft. Collins (the “City Council”) on Tuesday, August 20, 2019, at 6:00 p.m., was continued by the City Council. A public hearing on the Service Plan will be held by the City Council on Tuesday, September 3, 2019, 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 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 Fifty (50) mills for district improvements and operating costs, subject to certain terms as set forth in the Service Plan. The proposed districts will be generally located west of North Lemay Avenue, south of the Lake Canal, and north of the Alta Vista neighborhood, City of Fort Collins, Larimer County, Colorado, currently known as Assessor Parcel Number 9701400002, containing approximately 56.3 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 Fort Collins City Council 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 MAILING LIST OF PROPERTY OWNERS Mailing List of Property Owners SCHLAGEL DONALD E/LL/RH M H/ARVIDSON SL/ROBERTO EG/EJ 1131 LINDENMEIER RD FORT COLLINS, CO 80524 EXHIBIT E -1- RESOLUTION 2019-102 OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS MAKING FINDINGS, DETERMINATIONS AND CONCLUSIONS DENYING ON REHEARING THE CONSOLIDATED SERVICE PLAN FOR NORTHFIELD METROPOLITAN DISTRICT NOS. 1-3 WHEREAS, Colorado’s Special District Act in Article 1 of Title 32 of the Colorado Revised Statutes (the “Special District Act”) authorizes the formation of metropolitan districts to finance, construct, operate and maintain certain public improvements and to provide certain public services, but Section 32-1-204.5 in the Colorado Revised Statutes (“C.R.S.”) provides that a metropolitan district cannot be organized within a municipality unless the municipality’s governing body first approves by resolution the district’s proposed service plan; and WHEREAS, on February 5, 2019, City Council adopted Resolution 2019-016 approving the “City of Fort Collins Policy for Reviewing Service Plans for Metropolitan Districts” setting forth guidelines, requirements and criteria applicable to the City’s consideration of metropolitan district service plans (the “City Policy”); and WHEREAS, pursuant to the Special District Act and the City Policy, Landmark Homes (the “Applicant”) submitted its application to the City for City Council’s consideration of a Consolidated Service Plan (the “Service Plan”) for the Northfield Metropolitan District Nos. 1-3 (the “Districts”); and WHEREAS, the Applicant proposes that the Districts be organized to provide for the financing, planning, design, acquisition, construction, installation, relocation, redevelopment, operation and maintenance of all or a portion of certain public improvements described in the Service Plan for the approximately 56.3 acres of land to be included within the Districts’ boundaries as also described in the Service Plan (the “District Property”); and WHEREAS, the Applicant proposes to develop the District Property as a mixed-use development, but primarily as a residential development to include approximately 442 attached housing units (the “Development”); and WHEREAS, in accordance with Section 3.I. of the City Policy, the Applicant has complied with the requirements for mailed and published notice of the City Council’s August 20, 2019, public hearing on the Service Plan; and WHEREAS, on August 20, 2019, the City Council took action which, under Section 2.c. of City Council’s Rules of Procedure dated May 21, 2019, continued its consideration of the Service Plan to its September 3, 2019, regular meeting; and WHEREAS, additional notice of this continued consideration was mailed and published by the Applicant; and -2- WHEREAS, at its September 3, 2019, the City Council adopted a motion to again continue the hearing on the Service Plan to be held at City Council’s September 17, 2019, meeting; and WHEREAS, on September 17, 2019, the City Council conducted its public hearing on the Service Plan, in which it reviewed the Service Plan and considered the testimony and other evidence concerning it presented at the hearing; and WHEREAS, after the presentation of the testimony and other evidence and Council questions and discussion, a motion was made to adopt City Council Resolution 2019-092 approving the Service Plan, which motion failed on a vote of 4 against and 3 in favor; and WHEREAS, the City Council then adopted a motion (by a vote of 6 in favor and 1 against) directing City staff to prepare a resolution for City Council to consider at its October 1, 2019, to adopt its supporting findings, determinations and conclusions for its denial of the Service Plan; and WHEREAS, at City Council’s adjourned September 24, 2019, meeting, Council adopted a motion to suspend City Council’s Rules of Procedure to allow it to consider a motion from any Councilmember to reconsider the motion by which Council voted down Resolution 2019-092 and to conduct a rehearing on the Service Plan at Council’s October 1, 2019, meeting; and WHEREAS, after so suspending the Rules of Procedures, the City Council adopted a motion to reconsider the motion by which it voted down Resolution 2019-092 and to conduct a rehearing of the Service Plan at Council’s October 1, 2019, meeting; and WHEREAS, the City Council conducted the rehearing on the Service Plan at its October 1, 2019, meeting and received additional testimony and evidence, which together with the September 17, 2019, hearing constitutes the public hearing in this matter; and WHEREAS, at the conclusion of the hearing, the City Council considered the adoption of Resolution 2019-101 to approve the Service Plan, as revised, and a motion to approve it failed; and WHEREAS, this Resolution sets forth and represents the City Council’s adopted findings, determinations and conclusions supporting its denial of the Service Plan on rehearing. 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 findings, determinations and conclusions contained in the recitals set forth above. Section 2. That the City Council hereby finds, determines and concludes that the City’s notice requirements in the City Policy have been substantially complied with by the -3- Applicant regarding the City Council’s public hearing on the Service Plan conducted on September 17, 2019, and the public rehearing on October 1, 2019. Section 3. That the City Council hereby finds, determines and concludes under and in accordance with C.R.S. Sections 32-1-203(2)(b) and 32-1-204.5(1)(b) that the Applicant and the testimony and other evidence presented in the hearing have failed to establish, to the City Council’s satisfaction, that the existing public services in the area available to serve the existing and projected needs for the District Property are inadequate and, therefore, require the formation of the Districts. Instead, the testimony and other evidence established that the Development and public improvements and services needed for it can be adequately provided by existing public services available to the District Property without the need for the Districts to be formed to provide such services. The Applicant has therefore failed to establish, as required by C.R.S. Section 32-1-203(2)(b), that the existing service in the area of the District Property is inadequate for the present and future needs of the proposed Development. Section 4. That the City Council hereby finds, determines and concludes under and in accordance with C.R.S. Sections 32-1-203(2)(c) and 32-1-204.5(1)(b) that the Applicant and the testimony and other evidence presented in the hearing have failed to establish, to the City Council’s satisfaction, that the Districts are capable of providing economical service to the District Property. Instead, the testimony and other evidence established that when the estimated price of the housing units to be built by the Applicant within the Development is considered in relationship to the fifty (50) mill property tax to be imposed by the Districts under the Service Plan on such housing units, which will almost double the property taxes on the units, the services to be provided will not be economical or affordable for Fort Collins residents likely to purchase a home in the area of the District Property. The Applicant has therefore failed to establish, as required by C.R.S. Section 32-1-203(2)(c), that the Districts are capable of providing economical service to the District Property. Section 5. That the City Council hereby finds, determines and concludes that the Service Plan and the public benefits to be provided under it do not sufficiently provide, to the City Council’s satisfaction, “extraordinary public benefits that align with the goals and objectives of the City” as required by Section 1.A. in the City Policy. The Service Plan fails to do this for the following reasons: [List reasons]. Section 6. That the City Council hereby finds, determines and concludes, based on all of the foregoing, that the Applicant has failed to satisfy to the City Council’s satisfaction that the Service Plan meets all of the applicable requirements of the Special District Act and the City Policy and, therefore, the City Council hereby denies approval of the Service Plan. -4- Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 1st day of October, A.D. 2019. _________________________________ Mayor ATTEST: _____________________________ City Clerk 06/01/2055 134,600 134,600 12/01/2055 910,000 4.000% 134,600 1,044,600 1,179,200 06/01/2056 116,400 116,400 12/01/2056 1,015,000 4.000% 116,400 1,131,400 1,247,800 06/01/2057 96,100 96,100 12/01/2057 1,060,000 4.000% 96,100 1,156,100 1,252,200 06/01/2058 74,900 74,900 12/01/2058 1,175,000 4.000% 74,900 1,249,900 1,324,800 06/01/2059 51,400 51,400 12/01/2059 1,220,000 4.000% 51,400 1,271,400 1,322,800 06/01/2060 27,000 27,000 12/01/2060 1,350,000 4.000% 27,000 1,377,000 1,404,000 14,870,000 13,214,800 28,084,800 28,084,800 15 12/01/2045 605,000 5.000% 138,875 743,875 882,750 06/01/2046 123,750 123,750 12/01/2046 685,000 5.000% 123,750 808,750 932,500 06/01/2047 106,625 106,625 12/01/2047 720,000 5.000% 106,625 826,625 933,250 06/01/2048 88,625 88,625 12/01/2048 815,000 5.000% 88,625 903,625 992,250 06/01/2049 68,250 68,250 12/01/2049 855,000 5.000% 68,250 923,250 991,500 06/01/2050 46,875 46,875 12/01/2050 1,875,000 5.000% 46,875 1,921,875 1,968,750 10,020,000 12,021,750 22,041,750 22,041,750 10 4/25/2019 C NMD Fin Plan 19 Abs Prepared by D.A. Davidson & Co. 7 12,579,568 10.000 123,280 120,814 244,094 50.000 13,334,342 10.000 130,677 128,063 258,740 50.000 13,334,342 10.000 130,677 128,063 258,740 50.000 14,134,403 10.000 138,517 135,747 274,264 50.000 14,134,403 10.000 138,517 135,747 274,264 50.000 14,982,467 10.000 146,828 143,892 290,720 50.000 14,982,467 10.000 146,828 143,892 290,720 50.000 15,881,415 10.000 155,638 152,525 308,163 50.000 15,881,415 10.000 155,638 152,525 308,163 50.000 16,834,300 10.000 164,976 161,677 326,653 50.000 16,834,300 10.000 164,976 161,677 326,653 50.000 17,844,358 10.000 174,875 171,377 346,252 50.000 17,844,358 10.000 174,875 171,377 346,252 50.000 18,915,019 10.000 185,367 181,660 367,027 50.000 18,915,019 10.000 185,367 181,660 367,027 50.000 20,049,920 10.000 196,489 192,559 389,049 50.000 20,049,920 10.000 196,489 192,559 389,049 50.000 21,252,915 10.000 208,279 204,113 412,392 50.000 21,252,915 10.000 208,279 204,113 412,392 50.000 22,528,090 10.000 220,775 216,360 437,135 50.000 22,528,090 10.000 220,775 216,360 437,135 50.000 23,879,776 10.000 234,022 229,341 463,363 50.000 23,879,776 10.000 234,022 229,341 463,363 50.000 25,312,562 10.000 248,063 243,102 491,165 50.000 25,312,562 10.000 248,063 243,102 491,165 50.000 26,831,316 10.000 262,947 257,688 520,635 50.000 26,831,316 10.000 262,947 257,688 520,635 50.000 28,441,195 10.000 278,724 273,149 551,873 50.000 28,441,195 10.000 278,724 273,149 551,873 50.000 30,147,667 10.000 295,447 289,538 584,985 50.000 30,147,667 10.000 295,447 289,538 584,985 50.000 31,956,527 10.000 313,174 306,910 620,084 50.000 31,956,527 10.000 313,174 306,910 620,084 50.000 33,873,918 10.000 331,964 325,325 657,290 50.000 _______ ________ _______ 7,556,911 7,405,772 14,962,683 4/25/2019 C NMD Fin Plan 19 NR SP Fin Plan+2030 IG Refg Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 3 90,570 0 0 90,570 0 103,470 182% 7% 0.0% 0.0% 228,878 0 0 228,878 0 332,348 115% 6% 0.0% 0.0% 361,802 501,000 501,000 (139,198) 0 193,150 93% 6% 72.2% 72.2% 450,046 501,000 501,000 (50,954) 0 142,196 80% 5% 89.8% 89.8% 518,186 516,000 516,000 2,186 0 144,383 80% 5% 100.4% 100.4% 522,706 520,250 520,250 2,456 0 146,839 75% 5% 100.5% 100.5% 554,069 549,250 549,250 4,819 0 151,658 75% 5% 100.9% 100.9% 554,069 551,750 551,750 2,319 0 153,976 70% 5% 100.4% 100.4% 587,313 584,000 $0 584,000 155,000 (151,687) 0 2,289 105% 7% 100.6% 100.6% 587,313 [Ref'd by ser. '30] 545,233 545,233 42,079 0 44,368 99% 7% 107.7% 107.7% 622,551 619,800 619,800 2,751 0 47,120 99% 7% 100.4% 100.4% 622,551 618,800 618,800 3,751 0 50,871 93% 6% 100.6% 100.6% 659,905 657,800 657,800 2,105 0 52,976 93% 6% 100.3% 100.3% 659,905 655,200 655,200 4,705 0 57,680 87% 6% 100.7% 100.7% 699,499 697,600 697,600 1,899 0 59,579 87% 6% 100.3% 100.3% 699,499 698,200 698,200 1,299 0 60,878 81% 6% 100.2% 100.2% 741,469 738,600 738,600 2,869 0 63,747 80% 6% 100.4% 100.4% 741,469 737,200 737,200 4,269 0 68,015 75% 5% 100.6% 100.6% 785,957 785,600 785,600 357 0 68,372 74% 5% 100.0% 100.0% 785,957 781,800 781,800 4,157 0 72,529 68% 5% 100.5% 100.5% 833,114 832,800 832,800 314 0 72,843 67% 5% 100.0% 100.0% 833,114 831,400 831,400 1,714 0 74,558 62% 4% 100.2% 100.2% 883,101 879,600 879,600 3,501 0 78,059 60% 4% 100.4% 100.4% 883,101 880,400 880,400 2,701 0 80,760 55% 4% 100.3% 100.3% 936,087 935,600 935,600 487 0 81,247 53% 4% 100.1% 100.1% 936,087 933,000 933,000 3,087 0 84,334 48% 3% 100.3% 100.3% 992,252 989,800 989,800 2,452 0 86,787 46% 3% 100.2% 100.2% 992,252 988,600 988,600 3,652 0 90,439 41% 3% 100.4% 100.4% 1,051,788 1,046,600 1,046,600 5,188 0 95,627 39% 3% 100.5% 100.5% 1,051,788 1,051,400 1,051,400 388 0 96,015 34% 2% 100.0% 100.0% 1,114,895 1,110,000 1,110,000 4,895 0 100,909 31% 2% 100.4% 100.4% 1,114,895 1,110,200 1,110,200 4,695 0 105,604 27% 2% 100.4% 100.4% 1,181,789 1,179,200 1,179,200 2,589 0 108,193 24% 2% 100.2% 100.2% 1,181,789 1,179,200 1,179,200 2,589 0 110,781 19% 1% 100.2% 100.2% 1,252,696 1,247,800 1,247,800 4,896 0 115,677 16% 1% 100.4% 100.4% 1,252,696 1,252,200 1,252,200 496 0 116,173 12% 1% 100.0% 100.0% 1,327,858 1,324,800 1,324,800 3,058 0 119,231 8% 1% 100.2% 100.2% 1,327,858 1,322,800 1,322,800 5,058 0 124,288 4% 0% 100.4% 100.4% 1,407,529 1,404,000 1,404,000 3,529 127,817 0 0% 0% 100.3% 100.3% _________ _________ _________ _________ _________ _________ _________ 32,041,301 3,723,250 28,035,233 31,758,483 155,000 127,817 127,817 [CApr2519 20nrspC] [CApr2519 30igspC] [*] Estimated balance (tbd). 4/25/2019 C NMD Fin Plan 19 NR SP Fin Plan+2030 IG Refg Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 2 1 Connector Local Street (36' Section) Off-Site Suniga Rd 4-lane Arterial (83' Section) Street Lighting Subtotal Storm Drainage Improvements RCP Storm Sewer Subtotal 6" Waterline 10" Waterline 12" Waterline Utility Borings Raw Water Requirements Subtotal Sanitary Sewer Improvements 8" Sanitary Sewer 10" Sanitary Sewer Existing 18" to 24" Sanitary Sewer Upsize Subtotal 6" Waterline Earthwork (cut/fill/place) Erosion Control / Traffic Control Roadway Improvements Note: Quantities in this subcategory reflect public portion of site (80.5%) Grading/Miscellaneous Mobilization / General Conditions BASIC PUBLIC IMPROVEMENT COSTS FOR NORTHFIELD METRO DISTRICT NOS. 1-3 The units and cost below are best assumptions based on the level of information available at this time in design. Street section in reference to LCUASS Connector Local street section, and pavement section in reference to geotech report Public Improvements Description Connector Local Street (36' Section) Off-Site Suniga Rd 4-lane Arterial (83' Section) Street Lighting Metro District Owned Drives (26' Section) Subtotal Subtotal S 89°11'25" E 19.00' N 00°48'35" E 9.00' N 89°11'25" W 19.00' S 00°48'35" W 9.00' P:\Project\2016\16057\dwg\16057d012_D3.dwg May 03, 2019 - 9:23am Office 970.669.2100 - Info@plscorporation.com PLS Corporation Loveland, Colorado 80538 532 West 66th Street # Date R e v i s i o n s Party Chief Survey Tech Proj. Manager Field Date Prepared for: Project#: NOTICE: According to Colorado law you must commence any legal action based upon any defect in this survey within three years after you first discover such defect. In no event, may any action based upon any defect in this survey be commenced more than ten years from the date of the certification shown hereon. Description Exhibit MBS MDG N/A N/A Highland Development Services, Inc. 16057.012-D3 Detail 1" = 50' Scale 1 inch = 200 feet 200 0 100 200 400 see sheet 1 for description sheet 2 of 2 9.00' 19.00' 9.00' 19.00' 9.00' Bearing N 86°10'06" W S 41°24'11" E N 80°24'34" E S 89°43'26" E N 89°11'25" W N 00°48'35" E S 89°11'25" E S 00°48'35" W N 89°11'25" W N 00°48'35" E S 89°11'25" E S 00°48'35" W Curve Table Curve # C1 C2 C3 Length 527.47' 338.65' 131.98' Radius 8500.00' 640.73' 766.41' Delta 3°33'20" 30°16'59" 9°52'01" Chord Bearing N 87°56'46" W N 65°12'14" E N 85°20'34" E Chord Length 527.39' 334.72' 131.82' N 84°48'57" W 1688.87' N 85°25'31" W 1687.59' L11 L10 L9 L12 L7 L6 L5 L8 POINT OF BEGINNING - D1 POINT OF BEGINNING - D3 East 1 4 Corner of Section 1, Township 7 North, Range 69 West P:\Project\2016\16057\dwg\16057d012_D2.dwg May 03, 2019 - 9:21am Office 970.669.2100 - Info@plscorporation.com PLS Corporation Loveland, Colorado 80538 532 West 66th Street # Date R e v i s i o n s Party Chief Survey Tech Proj. Manager Field Date Prepared for: Project#: NOTICE: According to Colorado law you must commence any legal action based upon any defect in this survey within three years after you first discover such defect. In no event, may any action based upon any defect in this survey be commenced more than ten years from the date of the certification shown hereon. Description Exhibit MBS MDG N/A N/A Highland Development Services, Inc. 16057.012-D2 Scale 1 inch = 200 feet 200 0 100 200 400 Detail 1" = 50' see sheet 1 for description sheet 2 of 2 thence N 89°11'25" W for a distance of 19.00 feet; thence N 00°48'35" E for a distance of 9.00 feet; thence S 89°11'25" E for a distance of 19.00 feet; thence S 00°48'35" W for a distance of 9.00 feet to the Point of Beginning - D3. Containing 43.074 acres more or less. Written by M. Bryan Short, Colorado PLS 32444 and/or biking distance to some of the largest employment hubs. Infill/ Redevelopment Environmental Sustainability Critical Public Infrastructure Smart Growth Management Strategic Priorities GHG Reduction Off-Site Northfield plans to replace and upsize the sewer line from Vine Drive, around Alta Vista, and along a portion of Lemay Avenue. Mixed-Use Clubhouse will offer light commercial use on the first floor. 2038 2039 2040 2041 2042 Implied Catpure Rate Source: DA Davidson; Economic & Planning Systems