The URL can be used to link to this page

Home My WebLink AboutCOUNCIL - AGENDA ITEM - 01/02/2018 - ITEMS RELATING TO FUNDING IMPROVEMENTS TO THE I-25Agenda Item 19 Item # 19 Page 1 AGENDA ITEM SUMMARY January 2, 2018 City Council STAFF Chad Crager, Director of Infrastructure Services Brad Buckman, Special Projects Engineer Mark Jackson, PDT Deputy Director John Duval, Legal Chris Van Hall, Legal SUBJECT Items Relating to Funding Improvements to the I-25/Prospect Interchange. EXECUTIVE SUMMARY A. Resolution 2018-004 Authorizing the Execution of an Amendment to the Intergovernmental Agreement Between the City of Fort Collins and the Colorado Department of Transportation for the Interstate 25 Improvements Between State Highway 14 and State Highway 402. B. Resolution 2018-005 Approving and Authorizing the Execution of a Memorandum of Understanding with Benefitted Property Owners Regarding Financial Participation in the I-25/Prospect Interchange Improvements. The purpose of this item is to amend an existing Intergovernmental Agreement with the Colorado Department of Transportation and enter into a Memorandum of Understanding with private property interests proximate to the interchange at I-25 and Prospect Road. These agreements form the basis of a public-private funding partnership model to accelerate improvements to the aging and congested I-25/Prospect Interchange. City staff is also continuing to negotiate with the Town of Timnath for its payment of a share of the costs for these improvements. STAFF RECOMMENDATION Staff recommends adoption of the Resolutions. BACKGROUND / DISCUSSION The Colorado Department of Transportation (CDOT) will make improvements to Interstate 25 (I-25) in Northern Colorado beginning in 2018. These improvements were identified in the North I-25 Environmental Impact Statement (Record of Decision 2011). Planned improvements include repair or replacement of two bridges, expansion of a third managed lane in each direction, and bus slip ramps and a park and ride facility at Larry Kendall Parkway in Loveland. No interchange improvements were initially identified as part of the $237 million effort. The project boundaries are SH-14 (Mulberry) to the north and SH-402 (Loveland) to the south. The interchange at Prospect Road and I-25 is aging infrastructure that is currently beyond its design lifespan, and is failing in level of service (congestion) at peak periods of travel. Existing and planned development in the area are exacerbating congestion and safety issues. The interchange and Prospect Road are a critical gateway into central Fort Collins, as well as Timnath. City of Fort Collins staff worked closely with CDOT during preliminary design phases to ensure improvements to the interchange meet the City’s needs, design standards, and integrates with the City’s road network. Agenda Item 19 Item # 19 Page 2 CDOT is using a Design-Build project management approach to the I-25 project. This combined project management approach allows for possible economies of scale and cost efficiencies that could expand the scope of the project improvements. CDOT has indicated that if the City of Fort Collins is willing to partner on funding to improve the Prospect/I-25 interchange, there is a window of opportunity for the interchange improvements to be included in their base case project scope. Partnering with CDOT in this fashion accelerates improvements to the aging interchange by several years, and is estimated to save $7 million in construction costs (compared to treating it as a stand-alone project). Council adopted Resolution 2016-087 in November 2016 as a statement of intent to partner with CDOT (Attachment 2), and City Manager Atteberry sent CDOT a second letter of intent to partner on the interchange improvements on March 1, 2017 (Attachment 3). City staff worked with CDOT Project Managers, Town of Timnath, and private property interests proximate to the interchange throughout the past year to develop a private-public funding partnership model to share costs related to the interchange improvements. City of Fort Collins will act as primary agent with CDOT on the funding agreement, with separate repay agreements to the City from Town of Timnath, and the private property interests. Council is being asked in this agenda item to consider the following two related documents: • Intergovernmental Agreement (IGA) with CDOT stating the City of Fort Collins’ intent to provide an additional $17 million in funding for the I-25/Prospect interchange improvements. This is an amendment to the existing IGA with CDOT that currently allocates the City’s fair share contribution of funds for the North I-25 improvements ($1.125 million per year for 2017 and 2018). • Memorandum of Understanding (MOU) with the private property interests proximate to the interchange, stating their intent to repay the City of Fort Collins their share of the interchange improvements ($8.25 million). Timnath and Fort Collins staff are still negotiating the terms and conditions of an intergovernmental agreement in which Timnath would agree to pay over a twenty (20) year period some share of the City’s costs for proposed improvements to the I-25/Prospect Interchange. If Council approves entering into these agreements, Fort Collins will begin issuing payment to CDOT later in 2018, and continue payments for a three-year period. City of Fort Collins’ share in the interchange improvements is $8.25 million. Details of these agreements are outlined in the Financial Impacts Section below. CITY FINANCIAL IMPACTS Total cost for CDOT to improve the interchange is estimated at $31 million. This includes an additional $7 million (beyond CDOT’s basic interchange design standard) for urban design amenities required by the City of Fort Collins and to be paid by Fort Collins, Timnath and private property interests. CDOT will share in 50% of the base design portion, or $12 million. The remaining $19 million will be split across the City, property owners, and Timnath at 43.4%, 43.4%, and 13.2%, respectively. Timnath’s share is based on traffic studies with the City and property owners evenly splitting the remaining $16.5 million cost at $8.25 million each. The City proposes to finance the cost of this project through Certificates of Participation (COPs). The principal borrowed is the balance of the $19 million costs after accounting for right-of-way (ROW) contributions and Transportation Capital Expansion Fees (TCEF). The net amount currently projected is $17.1 million but will depend on final negotiations and ROW contributions. The City would be responsible for debt service in full and then separately collect from Timnath and the property owners under the aforementioned repayment agreements. The City share includes approximately $1.4 million contribution from Transportation Capital Expansion Fees (TCEF). The below table displays both cost sharing and debt service sharing, subject to final negotiations: Agenda Item 19 Item # 19 Page 3 Total FC Property Timnath Overpass Cost $ 19.00 $ 8.25 $ 8.25 $ 2.50 % Share of Cost 43.4% 43.4% 13.2% Less ROW Value $ 0.5 Less TCEF $ 0.7 $ 0.7 Debt Obligation $ 17.10 $ 7.55 $ 7.05 $ 2.50 % Share of Debt 44.2% 41.2% 14.6% Borrow - Principle $ 17.10 Term 20 Interest 4.50% Payment Share (unrounded) $ 1,314,582 $ 580,415 $ 541,977 $ 192,190 Partners Share Allocation ($ in millions) CDOT IGA – Resolution 2018-004 The City agrees to remit $17 million to CDOT, spread over the next three years, beginning in late 2018. These funds represent the total public-private share for improving the I-25 interchange at Prospect Road ($12 million for interchange improvements; $5 million for urban design elements). While the total urban design requirement is $7 million, $5 million would be included in the CDOT IGA and managed during the CDOT Corridor Improvements Project. The remaining $2 million for urban design will be included in a City-managed project to complete the irrigation and landscaping after the CDOT project is completed. CDOT will provide $12 million towards the interchange improvements, to be included in the overall North I-25 Corridor Improvements Project, segments 7 and 8. PROPERTY OWNERS MOU-Resolution 2018-006 Property owners of land on each quadrant of the interchange agree to remit $8.25 million plus applicable interest minus any contributions of rights-of-way to the City of Fort Collins. Property owners will pay for their share of the interchange improvements through a combination of mill levy, impact fees, and public improvement fees. Thus, there is uncertainty in the timing of the property owners’ repayments as the revenue generated is dependent on the timing of future development: • Public Improvement Fee (PIF) • Metro Districts. The collective property owners will form an umbrella Metro District for the purpose of repaying interchange improvements, then choose whether to form a separate Metro District for their respective developments when appropriate. Given the overall regional and local benefit and need to improve the interchange, as well as the unique opportunity presented by including the interchange in the overall I-25 Corridor improvements, staff supports this as an appropriate finance tool to make the public- private partnership viable. Anticipated future land uses at the interchange include mixed use, employment, light industrial, and some housing. Mills: up to 80 negotiable. An additional (one-time) impact fee would be assessed under the Metro District, and would vary by land use. TIMNATH’S SHARE Again, Timnath and Fort Collins staff are still negotiating an intergovernmental agreement under which Timnath would pay Fort Collins up to $2.5M over twenty (20) years in fully amortized payments accruing interest at the rate the City will incur in the COPs transaction. Agenda Item 19 Item # 19 Page 4 BOARD / COMMISSION RECOMMENDATION City staff regularly presents updates to the I-25 Corridor Improvements Project, including the Prospect interchange funding proposal, to the Transportation Board (to date February 2016, November 2016, March 2017, September 2017). While no action is taken, the Board is generally supportive of steps to improve I-25 and the Prospect interchange, and appreciates efforts to include design elements for bicycle, pedestrian and transit users. PUBLIC OUTREACH CDOT has conducted numerous public meetings regarding the I-25 Improvements Project throughout Northern Colorado. CDOT Project Managers also attended a Fort Collins Council work session in December 2016. A second project update with CDOT Project managers is scheduled for Council work session. ATTACHMENTS 1. Location map (PDF) 2. Resolution 2016-087 (PDF) 3. Letter to CDOT, March 1, 2017 (PDF) 4. Powerpoint presentation (PDF) ATTACHMENT 1 ATTACHMENT 2 ATTACHMENT 3 I-25/Prospect Interchange Funding 1 January 2, 2018 City Council ATTACHMENT 4 Proposed Public-Private Partnership 2 • Prospect/I-25 Interchange has failing LOS at peak travel times • Total Cost $31M ($24M + urban design) • CDOT cost $12M (half interchange cost) • City cost $19M • Estimated savings of $7M if constructed with I-25 expansion • Partnership with • City of Fort Collins • Town of Timnath • Interchange property owners Interchange Ownership & Development Plans 3 • NW Corner – 144.6 total acres, in PDP • 276 apartments • 27 single family homes • Additional single family homes and commercial development potential (Future) • NE Corner – 110 total acres, in ODP • Industrial/Employment • Commercial • Urban Estate • SE Corner – 17 acres, in ODP • Commercial • SW Corner – 96 acres, owned CSURF • No development plans in review Traffic Study Data Timnath Share Allocation 4 Determining Fair Share Based on Traffic Impacts: • Traffic Impact Analyses using MPO Long Range (2040) Regional Traffic Model. Percent use of traffic on interchange was: • Fort Collins 36% • Timnath 7% • Background 29% • From MPO data, 72%-28% split between traffic going to FC versus to Timnath. Timnath share (7%) plus background share (28% of 29%) is 15%. • Timnath has preliminarily agreed to $2.5M, or 13% of total cost. FC and Timnath continue to work together towards a final agreement. Cost Sharing Proposal 5 Property Owners • 50% of remainder after Timnath • Form Metro District to cover all corners • 3 revenue sources • Impact Fee Up to $5,000 per acre • Mills…. 5.0 to 10.0 • PIF……. .50% to 1.00% • Fee range dependent on ROW contribution value Timnath • Cost Share – per traffic studies • Agreed to $2.5M; paid over 20 years • 100% of annual payment from beginning Intersection Cost & Cost Share 6 Proposed Cost Share Timnath 13%, Property Owners 43%, COFC 43% • Total Cost $31M • Includes $7M for Urban Design • CDOT $12M - 50% of base design • City/Property Owners/Timnath $19M • FC = $8.25M • Property Owners = $8.25M • Timnath = $2.5M • Current Estimate - Borrow $17.1M • $19M less ROW & TCEF contribution Total FC Property Timnath Overpass Cost $ 19.00 $ 8.25 $ 8.25 $ 2.5 43% 43% 13% Less ROW Value 0.50 TCEF 0.70 0.70 Debt Obligation $ 17.1 $ 7.55 $ 7.05 $ 2.5 % Share 44% 41% 15% Borrow‐Principle $ 17,100,000 Term 20 Interest 4.50% Payment Share $1,314,582 $580,415 $ 541,977 $ 192,190 Partners Share Allocation ($ in millions) Financing Options 7 • IGA with CDOT commits City to $19 million project • Finance via Certificates of Participation (COPs) • $1.3 million new debt service from General Fund • Coincides with maturity of existing debt, freeing $433K • City responsible for debt service in full • Separately collect repayments from partners • Structuring, collateral, and project options presented to Finance Committee 10/2017 • Will return to Finance Committee and Council for 2018 COP ordinance Agreement Details/Status 8 1 Property Owners share in urban design cost OK 2 Fix formula in agreement (total – Timnath – ROW/TCEF) OK – owners asked for cap on $, City said no 3 ROW contribution reduce obligation OK – still negotiating minimum ROW contribution – 1st dollar importance 4 3 Revenue sources – Fee, Mills & PIF OK – recent concern from property owners on development cost – fees & roads 5 Fixed Fee beginning year 3 if develop has occurred NO – from property owners 6 Establish GID and sunsets once obligation met OK 7 Want to cap each corners payments NO - Delays payment, complicated, legal issues 8 GID sunsets by corner per #3 NO – same as above 9 Freeze all City fees NO from City 10 FC supports seeking lower water/sewer fees NO – City will provide information only 11 Offset to Street Oversizing given contribution OK – shared equally between City & owners 12 FC manages GID finances OK 13 FC agrees to approve Metro District for each Council Action Required 14 Metro District with mill levy up to 80 mills Council Action Required 15 FC agrees to accelerate ODP/FDP Liaison to be appointed 16 City charges interest on carried balance OK – per Interagency Loan Policy 17 Specific development agreement with each OK 18 Modification to Land Use may be appropriate TBD Cash Flow Summaries 9 Base Case Growth Slow Growth Timing and Pace of Development Uncertain…. City Will Work With Property Owners for Development • Impact Fee $36 per trip (Average Daily Trip Count @ Permit) • Mills…. 9.000 • PIF……. .90% • ROW Contr $0.5M Next Steps 10 • CDOT finalize Scope of Work and funding issues • CDOT issue Notice to proceed construction • Regional leaders continue to seek funds to complete I-25 improvements south to SH-66 • Authorization/signing of MOU and IGAs -1- RESOLUTION 2018-004 OF THE COUNCIL OF THE CITY OF FORT COLLINS AUTHORIZING THE EXECUTION OF AN AMENDMENT TO THE INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND THE COLORADO DEPARTMENT OF TRANSPORTATION FOR THE INTERSTATE 25 IMPROVEMENTS BETWEEN STATE HIGHWAY 14 AND STATE HIGHWAY 402 WHEREAS, Interstate 25 (“I-25”) serves as the primary north-south highway connection for North Colorado, including Fort Collins and is the primary route for the City’s regional connectivity to commerce, health care, education and employment; and WHEREAS, the Colorado Department of Transportation (“CDOT”) will make improvements to I-25 in Northern Colorado beginning in 2017, with actual construction commencing in 2018 and ending in 2020; and WHEREAS, planned improvements to I-25 between SH-14 (Mulberry) and SH-402 (Loveland) include repair or replacement of two bridges, expansion of a third managed lane in each direction, and slip ramps and a park and ride at Larry Kendall Parkway in Loveland (the “North I-25 Improvements Project”); and WHEREAS, the City has previously entered into an Intergovernmental Agreement dated April 14, 2017, with CDOT to commit $2.25 million of local funds to support the North I-25 Improvements Project as part of the 2017-2018 budget (the “IGA”) and agreed to remit an additional $2.2 million in funds over a five-year period to accelerate the Project pursuant to Resolution 2016-077, which authorized the Mayor to execute an Intergovernmental Agreement for Funding I-25 Improvements with Larimer County and seven other municipalities; and WHEREAS, the Prospect/I-25 Interchange (the “Interchange”) has failing levels of service at peak travel times and there is an opportunity for the City to partner with CDOT, the Town of Timnath, and property owners around the Interchange (the “Property Owners”) to make improvements to the Interchange as part of the North I-25 Improvements Projects, which timing would result in an estimated savings of $7 million in the cost of the Interchange improvements; and WHEREAS, CDOT has proposed an amendment to the IGA whereby the City will contribute a total $19.25 million for the Northern I-25 Improvement Projects, including improvements to the Interchange, and CDOT will reconstruct the existing diamond interchange at I-25 and Prospect Road, including reconstruction of the ramps, bridge and Prospect Road (the “Amendment”); and WHEREAS, under the Amendment, work on improving the Interchange is expected to start after July 1, 2018 and will result in a reconstructed Prospect Road with four through lanes, a raised median, left turn lanes, and pedestrian and bicycle facilities; and WHEREAS, to fund the additional $17 million for the Interchange improvements under the Amendment, the City will be entering into separate agreements with the Town of Timnath -2- and Property Owners where the Town of Timnath will pay up to an estimated $2.5 million toward the Interchange improvements, the Property Owners are anticipated to pay an estimated $7.05 million toward the Interchange improvements after receiving credit for right-of-way dedications and credit for transportation capital expansion fees, and the City will pay the remaining $8.1 million toward the Interchange improvements; and WHEREAS, Article II, Section 16 of the City Charter empowers the City Council, by ordinance or resolution, to enter into contracts with governmental bodies to furnish governmental services and make charges for such services, or enter into cooperative or joint activities with other governmental bodies; and WHEREAS, Section 29-1-203 of the Colorado Revised Statutes provides that governments may cooperate or contract with one another to provide certain services or facilities when such cooperation or contracts are authorized by each party thereto with the approval of its legislative body or other authority having the power to so approve; and WHEREAS, the City Council has determined that Interchange improvements and the Amendment are necessary for the public health, safety and welfare; and WHEREAS, the City Council has also determined that the Interchange improvements to be funded under the Amendment serve the public purpose of expanding and facilitating I-25 as a critical and primary route connecting the City and its citizens to commerce, health care, education and employment. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That the Amendment is hereby approved and the Mayor is authorized to enter into it in substantially the form attached hereto as Exhibit “A”, together with such additional terms and conditions as the City Manager, in consultation with the City Attorney, determines to be necessary and appropriate to protect the interests of the City or to effectuate the purposes of this Resolution. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 2nd day of January, A.D. 2018. _________________________________ Mayor ATTEST: _____________________________ City Clerk OLA #: 331001577 Routing #: 17-HA4-XC-00072-M0002 Page 1 of 2 STATE OF COLORADO AMENDMENT Amendment #: 1 Project #: 21506 SIGNATURE AND COVER PAGE State Agency Department of Transportation, Colorado Bridge Enterprise Amendment Routing Number 17-HA4-XC-00072-M0002 Contractor CITY OF FORT COLLINS Original Agreement Routing Number 17-HA4-XC-00072 Agreement Maximum Amount N/A--Revenue Contract Agreement Performance Beginning Date The later of the effective date or April 14, 2017 Initial Agreement expiration date April 13, 2022 THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT Each person signing this Amendment represents and warrants that he or she is duly authorized to execute this Amendment and to bind the Party authorizing his or her signature. CONTRACTOR City of Fort Collins By:____________________________________________ Name of Authorized Individual Title:__________________________________________ Official Title of the Authorized Individual By:____________________________________________ Signature Date: _________________________ STATE OF COLORADO John W. Hickenlooper, Governor Department of Transportation ___________________________________________ Joshua Laipply, P.E., Chief Engineer (For): Shailen P. Bhatt, Executive Director Date: _________________________ STATE OF COLORADO John W. Hickenlooper, Governor Department of Transportation Colorado Bridge Enterprise ____________________________________________ By: Jerad Esquibel, P.E (For): Shailen P. Bhatt, Director Date: _________________________ In accordance with §24-30-202 C.R.S., this Contract is not valid until signed and dated below by the State Controller or an authorized delegate. STATE OF COLORADO STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: ________________N/A__________________ Office of the State Controller, Controller Delegate _______________________________________ Printed name of signatory Date:_____________________________________ EXHIBIT A OLA #: 331001577 Routing #: 17-HA4-XC-00072-M0002 Page 2 of 2 1) PARTIES Amendment (the "Contract") is entered into by and between the Contractor, CITY OF FORT COLLINS (hereinafter called "Contractor") and the State of Colorado, for the use and benefit of the Department of Transportation and the Colorado Bridge Enterprise (hereinafter collectively called "State"). 2) TERMINOLOGY Except as specifically modified by this Amendment, all terms used in this Amendment that are defined in the Agreement shall be construed and interpreted in accordance with the Agreement. 3) EFFECTIVE DATE AND ENFORCEABILITY A. Amendment Effective Date This Amendment shall not be valid or enforceable until the Amendment Effective Date shown on the Signature and Cover Page for this Amendment. The State shall not be bound by any provision of this Amendment before that Amendment Effective Date, and shall have no obligation to pay Contractor for any Work performed or expense incurred under this Amendment either before or after of the Amendment term shown in §3.B of this Amendment B. Amendment Term The Parties’ respective performances under this Amendment and the changes to the Agreement contained herein shall commence on the Amendment Effective Date shown on the Signature and Cover Page for this Amendment and shall terminate on the termination of the Agreement. 4) PURPOSE A. The Parties entered into the Agreement for Local Agency making funds available for improvements to North Interstate-25, Project SH 402 - SH 14 (21506). B. The Parties now desire to delete Exhibit A in its entirety. This will be replaced with Exhibit A-1 with an updated CITY OF FORT COLLINS not to exceed reimbursement amount. 5) MODIFICATIONS Exhibit A – Scope of Work Exhibit A – Scope of Work is removed and replaced in its entirety with Exhibit A-1 attached hereto and incorporated herein by reference. Upon execution of this Amendment, all references in the Agreement to Exhibit A will be replaced with Exhibit A-1. 6) LIMITS OF EFFECT This Amendment is incorporated by reference into the Agreement, and the Agreement and all prior amendments or other modifications to the Agreement, if any, remain in full force and effect except as specifically modified in this Amendment. Except for the Special Provisions contained in the Agreement, in the event of any conflict, inconsistency, variance, or contradiction between the provisions of this Amendment and any of the provisions of the Agreement or any prior modification to the Agreement, the provisions of this Amendment shall in all respects supersede, govern, and control. The provisions of this Amendment shall only supersede, govern, and control over the Special Provisions contained in the Agreement to the extent that this Amendment specifically modifies those Special Provisions. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK North I-25 Fort Collins - $12M Contribution for Interchange; $5M Contribution for the urban design elements (aesthetic/landscape enhancements) for the interchange ($17M Total Contribution) Scope of Work Reconstruct the existing diamond interchange at I-25 and Prospect Road, including reconstruction of the ramps, bridge, and Prospect Road. Prospect Road will be reconstructed to a configuration with four through lanes, with a raised median, left turn lanes, and pedestrian and bicycle facilities. Work is expected to start on the interchange after July 1, 2018. Urban design elements to be included in the North I-25 Project are per the “CDOT Project” column in the table below. ITEM DESCRIPTION CDOT PROJECT CITY/TOWN PROJECT BRIDGE ENHANCEMENTS Structural Concrete Stain on Bridge Curb, Girders, MSE Walls X Upgraded Pedestrian Rail on Bridge X Median & Pork Chop Island Cover Material (Color Concrete) X Irrigation Sleeves and Pull Boxes X GORE AREAS AND RAMPS Earthwork/Import (related to Landscape/Urban Design) X Stone Outcrops (including design, mock ups, installation) X Boulders X Cobble Swales X Landscape Design X Soil Conditioning X Fine Grading X Turf Reinforcement Mat X X Seed X X Boulders X Landscaping (Trees, Shrubs, Ornamental Grasses, Perennials, Mulch, etc) X Irrigation Design X Irrigation Tap, Meter & Backflow X Irrigation Sleeves X Irrigation System X PROSPECT ROAD Prospect Rd. Median - Perforated Pipe Underdrain X Prospect Rd. Median – Membrane X Prospect Rd. Median – Rock Filter Material X Prospect Rd. Median - Topsoil X Prospect Rd. Median – Double Curb X Electrical conduit for City Street Lights X Electrical controls and service for City Street Lights X City Street Lights/Electrical X Landscape Design X Soil Conditioning X Fine Grading X Seed X X Turf Reinforcement Mat X X Boulders X Trees, Shrubs, Ornamental Grasses & Perennials, Mulch, etc X Irrigation Design X Irrigation Tap, Meter & Backflow X Irrigation Sleeves X Irrigation Sleeves X Monument Sign - Fort Collins X Monument Sign - Timnath X Technical Requirements: Design: - CDOT shall consult with the Local Agency throughout the preparation of the Plans and submit to the Local Agency for its review the proposed Plans prior to CDOT's acceptance of Release for Construction Plans. The Local Agency must provide comments on the proposed Plans within 10 calendar days after the proposed Plans are referred to it. CDOT will require the Design Build Contractor to address all issues identified by the Local Agency provided those issues are not in conformance with the Contract Documents. - The Local Agency shall waive all review fees for design. - The Local Agency shall not require additional design reviews beyond those required by the contract. Construction: - The Local Agency shall waive all permit fees for street use permits. - The Local Agency requires that Infrastructure that becomes City of Fort Collins inventory follow inspection requirements per LCUASS Standards. - The Local Agency requires that infrastructure within City of Fort Collins Right-of-Way be follow final acceptance requirements per LCUASS Standards. - CDOT shall consult with the Local Agency for its review of traffic control plans related to road closures. - The Local Agency requires 7 calendar days of advance notification for road closures. Amount Date of Payment Amount Date of Payment Amount Date of Payment Amount Date of Payment Amount Date of Payment City of Fort Collins - Overall Project Scope $1,125,000.00 December $1,125,000.00 December $2,250,000.00 City of Fort Collins - Prospect Interchange December $4,000,000.00 December $4,000,000.00 December $4,000,000.00 December $12,000,000.00 City of Fort Collins - Urban Design Elements December $1,666,666.67 December $1,666,666.67 December $1,666,666.66 December $5,000,000.00 CITY OF FORT COLLINS - TOTAL $19,250,000.00 Summary of Contribution by Year Total Contribution Amount North Interstate-25 Phase 1 Project Funding Table / Payment Schedule for City of Fort Collins Name of Local Agency / Funding Partner 2016 2017 2018 2019 2020 -1- RESOLUTION 2018-005 OF THE COUNCIL OF THE CITY OF FORT COLLINS APPROVING AND AUTHORIZING THE EXECUTION OF A MEMORANDUM OF UNDERSTANDING WITH BENEFITTED PROPERTY OWNERS REGARDING FINANCIAL PARTICIPATION IN THE I-25/PROSPECT INTERCHANGE IMPROVEMENTS WHEREAS, the interchange at Interstate Highway 25 and Prospect Road (the “Interchange”) is owned by the State of Colorado and operated and maintained by the Colorado Department of Transportation (“CDOT”); and WHEREAS, the Interchange is within the City’s boundaries and adjacent to its four (4) corners are several undeveloped parcels of privately-owned land, which parcels are also within the City’s boundaries; and WHEREAS, Fort Collins/I-25 Interchange Corner, LLC (“FCIC”) is the fee title owner of a parcel of land adjacent to the northwest corner of the Interchange (the “FCIC Parcel”); and WHEREAS, Gateway at Prospect Apartments, LLC (“GAPA”) is the fee title owner of a parcel of land also adjacent to the northwest corner of the Interchange (the “GAPA Parcel”); and WHEREAS, Land Acquisition and Management, LLC represents a group of tenants in common (“LAAM Owners”) who are the fee title owners of the three (3) parcels of land adjacent to the northeast corner of the Interchange (the “LAAM Owners Parcels”); and WHEREAS, Paradigm Properties LLC (“Paradigm”) is the fee title owner of the two (2) parcels of land adjacent to the southeast corner of the Interchange (the “Paradigm Parcels”); and WHEREAS, the Colorado State University Research Foundation (“CSURF”) is the fee title owner of the two (2) parcels of land adjacent to the southwest corner of the Interchange (the “CSURF Parcels”); and WHEREAS, FCIC, GAPA, the LAAM Owners, Paradigm and CSURF are hereafter collectively referred to as the “Property Owners” and the FCIC Parcel, GAPA Parcel, the LAAM Owners Parcels, Paradigm Parcels and CSURF Parcels are hereafter collectively referred to as the “Properties”; and WHEREAS, CDOT has notified the City that it is planning a project to significantly modify and improve the Interchange by reconstructing its ramps and bridge and by reconstructing Prospect Road to a configuration with four (4) through lanes, a raised median, left turn lanes and pedestrian and bicycle facilities, and CDOT is expected to begin construction of this project after July 1, 2018 (the “Project”); and WHEREAS, the Project will also include certain urban design improvements requested by the City that are typically required under the City’s development standards (the “Urban Design Features”); and -2- WHEREAS, the Project and the Urban Design Features will provide significant public benefits to the City and its residents, and they will benefit the Property Owners by materially increasing the value of their Properties; and WHEREAS, CDOT estimates that the total cost of the Project, as originally proposed by it, will be approximately $24 million, but it has indicated that it will only provide $12 million to fund the Project, leaving a $12 million deficit; and WHEREAS, the Urban Design Features planned by the City will add an additional $7 million to the cost of the Project, bringing the total Project cost to $31 million; and WHEREAS, CDOT has asked the City to participate in the Project by funding the $12 million deficit originally identified by CDOT, but the City is only willing to consider funding this deficit if the additional $7 million of Urban Design Features are included in the Project and if the Property Owners share in funding this $19 million deficit; and WHEREAS, the City has also asked Timnath to share in funding this deficit because Timnath will also experience significant public benefits from the Project; and WHEREAS, the City and Timnath have been negotiating a separate agreement under which Timnath would reimburse the City for up to $2.5 million of the $19 million deficit to be paid over a twenty (20) year period, thereby leaving a $16.5 million deficit (the “Remaining Deficit”); and WHEREAS, the City and the Property Owners have negotiated the “Memorandum of Understanding Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange” attached as Exhibit “A” and incorporated by reference (the “MOU”); and WHEREAS, the City and the Property Owners acknowledge in the MOU that the MOU is not a binding agreement, but that they nevertheless intend to cooperate in good faith to negotiate and enter into a binding agreement under which the parties would agree to equally share in the payment of the Remaining Deficit; and WHEREAS, the MOU contemplates that the City and the Property Owners will equally share the Remaining Deficit by the Property Owners agreeing to reimburse the City over time a collective fifty-percent (50%) share estimated to be approximately $8.25 million, plus interest, (the “Shared Deficit”) to be paid from a combination of property tax, public improvement fees (“PIF”) and other fees imposed on and collected from future development occurring on the Properties as provided in the service plan of a proposed metropolitan district to be organized under the Colorado Special District Act (the “District Act”) identified in the MOU as the “I- 25/Prospect Interchange Metro District” (the “I-25/Prospect Interchange Metro District”); and WHEREAS, the MOU also contemplates that the City will credit against the Property Owners’ portion of the Shared Deficit the value of the Property Owners’ land dedicated to CDOT for the Project and the Urban Design Features and a share of the transportation capital expansion fees anticipated to be paid to the City under Fort Collins Code Section 7.5-32 related to the future development of the Properties (the “Owners’ Share”); and -3- WHEREAS, the Property Owners also wish to form other metropolitan districts under the District Act to use to construct and fund some or all of the basic public infrastructure needed in the future development of their individual Properties, whether such development is commercial or residential, and for maintenance of such infrastructure and for all other purposes allowed by the District Act and the approved service plans (the “Development Metro Districts”); and WHEREAS, the I-25/Prospect Interchange Metro District and the Development Metro Districts shall be collectively referred to as the “Metro Districts”; and WHEREAS, the Metro Districts cannot be created under the District Act without the Council of the City of Fort Collins (the “City Council”) approving a service plan for each of the Metro Districts (each a “Service Plan” and collectively “Service Plans”) which, together with the District Act, will govern the operation of the Metro Districts and their authority to impose, collect, spend and pledge property taxes and fees; and WHEREAS, the Service Plans will also delineate the type of basic public infrastructure and services the Metro Districts will be authorized to provide and how the Metro Districts will cooperate with each other, the City and the Property Owners to fund regional and local infrastructure; and WHEREAS, the Property Owners are further willing, subject to the City Council’s approval of the Service Plans, to record against their respective Properties for the benefit of a party to be determined in accordance with applicable law, a covenant, free and clear of all prior liens and encumbrances, except real property taxes, imposing a PIF at a rate from 0.5 % to 1.0%, net of any administrative fees for collection, on all future retail sales on the Properties that are also subject to the City’s sales tax under Article III of City Code Chapter 25, (the “PIF Covenant”) and for that collected PIF to be irrevocably pledged, either in the PIF Covenant itself or in a separate assignment and pledge document executed by the original beneficiary of the PIF Covenant, for the payment of the Owners’ Share; and WHEREAS, the actual amounts of the PIF, fees and property tax that are contemplated to be paid to the City on an annual basis for the Owners’ Share will be calculated based on a payout of approximately twenty (20) years; and WHEREAS, the City Council hereby finds that the MOU is necessary for the public’s health, safety and welfare and is in the best interests of the City and its residents, businesses and public and private organizations. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That the MOU is hereby approved and the Mayor is authorized to execute it substantially in the form attached as Exhibit “A”, together with such revisions and amendments as the City Manager, in consultation with the City Attorney, determines to be -4- necessary and appropriate to protect the interests of the City or to effectuate the purposes of this Resolution. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 2nd day of January, A.D. 2018. _________________________________ Mayor ATTEST: _____________________________ City Clerk MEMORANDUM OF UNDERSTANDING PERTAINING TO DEVELOPMENT OF INTERSTATE HIGHWAY 25 AND PROSPECT ROAD INTERCHANGE THIS MEMORANDUM OF UNDERSTANDING is made and entered into this _____ day of January, 2018, (this “MOU”) by and between the City of Fort Collins, Colorado, a Colorado home rule municipality (the “City”); Fort Collins/I-25 Interchange Corner, LLC, a Colorado limited liability company (“FCIC”); Gateway at Prospect Apartments, LLC, a Colorado limited liability company (“GAPA”); Land Acquisition and Management, LLC, a Colorado limited liability company (“LAAM”) representing a group of tenants in common (collectively, the “LAAM Owners”); Paradigm Properties LLC, a California limited liability company (“Paradigm”); and Colorado State University Research Foundation, a Colorado non-profit corporation (“CSURF”). The City, FCIC, GAPA, the LAAM Owners, Paradigm and CSURF shall hereafter be collectively referred to as the “Parties.” RECITALS WHEREAS, the interchange at Interstate Highway 25 and Prospect Road (the “Interchange”) is owned by the State of Colorado and operated and maintained by the Colorado Department of Transportation (“CDOT”); and WHEREAS, the Interchange is within the City’s boundaries and adjacent to its four (4) corners are several undeveloped parcels of privately-owned land, which parcels are also within the City’s boundaries; and WHEREAS, FCIC is the fee title owner of a parcel of land adjacent to the northwest corner of the Interchange, which parcel is legally described and depicted in the attached Exhibit “A” incorporated herein (the “FCIC Parcel”); and WHEREAS, GAPA is the fee title owner of a parcel of land adjacent to the northwest corner of the Interchange, which parcel is legally described and depicted in the attached Exhibit “B” incorporated herein (the “GAPA Parcel”); and WHEREAS, the LAAM Owners are the fee title owners of the three (3) parcels of land adjacent to the northeast corner of the Interchange, which parcels are legally described and depicted in the attached Exhibit “C” incorporated herein (the “LAAM Owners Parcels”); and WHEREAS, Paradigm is the fee title owner of the two (2) parcels of land adjacent to the southeast corner of the Interchange, which parcels are legally described and depicted in the attached Exhibit “D” incorporated herein (the “Paradigm Parcels”); and WHEREAS, CSURF is the fee title owner of the two (2) parcels of land adjacent to the southwest corner of the Interchange, which parcels are legally described and depicted in the attached Exhibit “E” incorporated herein (the “CSURF Parcels”); and WHEREAS, hereafter, FCIC, GAPA, the LAAM Owners, Paradigm and CSURF shall be collectively referred to as the “Property Owners” and the FCIC Parcel, GAPA Parcel, the LAAM Owners Parcels, Paradigm Parcels and CSURF Parcels shall be collectively referred to as the “Properties”; and EXHIBIT A 2 WHEREAS, CDOT has notified the City that it is planning a project to significantly modify and improve the Interchange by reconstructing its ramps and bridge and by reconstructing Prospect Road to a configuration with four (4) through lanes, a raised median, left turn lanes and pedestrian and bicycle facilities, with this work to include certain enhanced urban design elements, and expected to begin construction after July 1, 2018 (the “Project”); and WHEREAS, the Project will provide significant public benefits to the City and its residents, and it will benefit the Property Owners by materially increasing the value of the Properties; and WHEREAS, the City, the Property Owners and the Town of Timnath, Colorado (“Timnath”) intend to share in the cost of certain urban design improvements in the Project required under the City’s development standards (the “Urban Design Features”); and WHEREAS, CDOT estimates that the total cost of the Project, as originally proposed by it, will be approximately $24 million, but it has indicated that it will only provide $12 million to fund the Project, leaving a $12 million deficit; and WHEREAS, the Urban Design Features planned by the City will add an additional $7 million to the cost of the Project, bringing the total Project cost to $31 million; and WHEREAS, CDOT has asked the City to participate in the Project by funding the $12 million deficit originally identified by CDOT, but the City is only willing to consider funding this deficit if the additional $7 million of Urban Design Features are included in the Project and if the Property Owners share in funding this $19 million deficit; and WHEREAS, the City has also asked Timnath to share in funding this deficit because Timnath will also experience significant public benefits from the Project; and WHEREAS, the City and Timnath are attempting to negotiate a separate agreement in which Timnath would reimburse the City for $2.5 million of the $19 million deficit to be paid over a twenty (20) year period, a copy of which agreement is attached as Exhibit “F” and incorporated herein, (the “Timnath Agreement”) thereby leaving a $16.5 million deficit (the “Remaining Deficit”); and WHEREAS, the City and the Property Owners have agreed to equally share the Remaining Deficit by the Property Owners agreeing to reimburse the City over time a collective fifty-percent (50%) share estimated to be approximately $8.25 million, plus interest as hereinafter provided, from a combination of property tax, public improvement fees (“PIF”) and Project Fees (defined below), as will be set forth in the service Plan of the I-25/Prospect Interchange Metro District (defined below), imposed on and collected from development occurring on the Properties (the “Shared Deficit”); and WHEREAS, the City has also agreed, as described in Sections 3 and 4 below, to credit against the Property Owners’ portion of the Shared Deficit the value of the Property Owners’ land dedicated to CDOT for the Project, including the dedication of rights of way for the Project and Urban Design Features, and a share of the transportation capital expansion fees that are anticipated to be paid to the City pursuant to Fort Collins Code Section 7.5-32 related to the future development of the Properties (the “Owners’ Share”); and 3 WHEREAS, the Property Owners wish to fund their payment of the Owners’ Share by including all of the Properties in a master metropolitan district (the “I-25/Prospect Interchange Metro District”), which will be created, organized and operated under Title 32 of the Colorado Revised Statutes (“District Act”); and WHEREAS, the Property Owners also wish to use other metropolitan districts to construct and fund some or all of the basic public infrastructure that will be needed in connection with the future development of their individual Properties, whether such development is commercial or residential in nature, as well as for maintenance of such infrastructure and for all other purposes allowed by the District Act (the “Development Metro Districts”); and WHEREAS, the I-25/Prospect Interchange Metro District and the Development Metro Districts shall be collectively referred to herein as the “Metro Districts”; and WHEREAS, because the formation of each of the Metro Districts contemplated hereby will affect the development and tax base of the Properties and will provide funding for the Project and other public improvements, each of the Metro Districts will contribute to essential regional and local public infrastructure that will have significant community benefits, including the provision of transportation improvements within the City; and WHEREAS, under the District Act the Metro Districts cannot be created without the Council of the City of Fort Collins (the “City Council”) approving a service plan for each of the Metro Districts (each a “Service Plan” and collectively “Service Plans”) which, together with the District Act, will govern the operation of the Metro Districts and, among other things, their authority to impose, collect, spend and pledge property taxes and Project and District Fees; and WHEREAS, the Service Plans will also delineate the type of basic public infrastructure and services the Metro Districts are authorized to provide and how the Metro Districts are intended to cooperate with each other, the City and the Property Owners to fund regional and local infrastructure; and WHEREAS, the Property Owners are further willing, subject to the City Council’s approval of the Service Plans, to record against their respective Properties for the benefit of a party to be determined in accordance with applicable law, a covenant, free and clear of all prior liens and encumbrances, except real property taxes, imposing a PIF at a rate from 0.5 % to 1.0%, net of any administrative fees for collection, on all future retail sales on the Properties that are also subject to the City’s sales tax under Article III of City Code Chapter 25, (the “PIF Covenant”) and for that collected PIF to be irrevocably pledged, either in the PIF Covenant itself or in a separate assignment and pledge document executed by the original beneficiary of the PIF Covenant, for the payment of the Owners’ Share; and WHEREAS, the actual amounts of the PIF, Project Fees and property tax to be paid to the City on an annual basis for the Owners’ Share will be calculated based on a payout of approximately twenty (20) years; and WHEREAS, this MOU sets forth the Parties’ understanding of how the Owners’ Share will be funded and paid over time to the City from the sources identified herein. 4 NOW, THEREFORE, the Parties hereby set forth their acknowledgements, understandings and intentions under this MOU: 1. Purpose. The Parties acknowledge and agree that, except as specifically set forth below, the purpose of this MOU is not to bind the Parties to any obligation but to set forth the Parties’ intention to cooperate in good faith to negotiate a binding agreement under which the Property Owners will pay the Owners’ Share to the City (the “Binding Agreement”), including how the Property Owners intend to use the Metro Districts to pay eligible Project and other public improvement costs. 2. Metro Districts. a. The Parties agree that the Binding Agreement will set out the process and timeline by which the Property Owners will submit to the City a Service Plan for each of the Metro Districts for City staff review and City Council’s subsequent formal consideration. Nothing contained herein or in the Binding Agreement shall be deemed to limit the discretion of the City Council in the public hearing process as it considers resolutions of approval of the Service Plans. Each Property Owner may prepare Service Plans and petition the formation of Development Metro Districts as separate “taxing” and “service” districts. Such Service Plans shall be consistent with and satisfy the requirements of the District Act and include, without limitation, the following provisions: i. Authority for the Development Metro Districts to impose a property tax levy of up to 80 mills less the amount of the Project Mill Levy (defined below) on the Properties and all other taxable property within the boundaries of the Development Metro Districts to be used to fund the construction, operation and maintenance of public improvements, including basic infrastructure, related to the future development of the Properties (the “Development Mill Levy”); ii. Authority for the I-25/Prospect Interchange Metro District to impose a property tax mill levy at a rate not less than 5.0 mills nor greater than 10.0 mills, net of administrative costs of collection, on the Properties and all other taxable property within the boundaries of the I-25/Prospect Interchange Metro District (the “Project Mill Levy”). iii. Authority for the I-25/Prospect Interchange Metro District to impose development fees on future development on the Properties in amounts agreed to in the Binding Agreement, in an amount to be determined but not to exceed $5,000 per net developable acre, payable at the time of issuance of each vertical development permit, (“Project Fees”) and to enter into an intergovernmental agreement with the City to irrevocably pledge all of the revenues from the Project Mill Levy, the Project Fees and the PIF received by the I-25/Prospect Interchange Metro District to the payment of the costs of the Project in an amount not greater than the Owners’ Share (the “Capital Pledge Agreement”). The Parties agree to proceed in good faith to 5 negotiate substantially final forms of the Capital Pledge Agreement and the Binding Agreement for attachment as exhibits to the Service Plan for the I- 25/Prospect Interchange Metro District, giving specific attention to (a) the method of calculation and adjustment, if any, of the Owners’ Share, (b) the timing, duration, and terms of payment from the above-referenced sources of the obligation of the I-25/Prospect Interchange Metro District under the Capital Pledge Agreement; and (c) the effect of delays, if any, in the issuance and publication by the Federal Emergency Management Agency of a final Letter of Map Revisions for the Boxelder Creek Drainage upon such payments. The Binding Agreement and the Service Plans will also reserve to each Metro District the right to charge additional fees or charges for services, programs or facilities furnished by such Metro Districts in addition to those identified herein as being related to the Project (“District Fees”), the revenue from which shall not be pledged to the City; iv. Condition that the I-25/Prospect Interchange Metro District must submit a ballot issue to its electorate at a May 8, 2018, organizational election that complies with all applicable requirements of Colorado’s Taxpayer’s Bill of Rights (known as “TABOR”) and any other applicable law in order to authorize the I-25/Prospect Interchange Metro District to impose the Project Mill Levy and to approve the Capital Pledge Agreement as a binding multiple-fiscal year obligation for payment of the Owners’ Share from all or any combination of proceeds of the Project Mill Levy, the Project Fees and the portion of the PIF received by the I-25/Prospect Interchange Metro District, and the voters of the I-25/Prospect Interchange Metro District must approve such ballot issue; v. Condition that the Development Metro Districts cannot impose any of the Development Mill Levy, impose any Project or District Fees or issue any debt unless and until the I-25/Prospect Interchange Metro District and the City have entered into the Capital Pledge Agreement; vi. Condition that the Development Metro Districts cannot impose any of the Development Mill Levy, impose any Project or District Fees or issue any debt without the Property Owners recording against each of their respective Properties the PIF Covenant, in a form first approved by and acceptable to the City, to be in effect until the Owners’ Share is paid in full to the City; vii. Condition that the Capital Pledge Agreement shall not be entered into and no Project Mill Levy or Project or District Fees shall be imposed or collected unless and until any proposed Metro District Service Plans, containing the authorities referenced above, that have been duly filed with the City are approved as contemplated in this MOU; viii. Requirement that the Project Mill Levy and the Project Fees collected by the I-25/Prospect Interchange Metro District to pay the Owners’ Share as required by the Capital Pledge Agreement shall expire when the Owners’ 6 Share is paid in full to the City. The Property Owners and/or each Development Metro District shall retain the right to continue to impose, collect, receive and apply the PIF and any District Fees deemed appropriate by such Property Owner and/or Development Metro District to the extent authorized in the Service Plans and the District Act; and ix. Requirement that the I-25/Prospect Interchange Metro District and its right to impose taxes and fees shall terminate upon the payment in full of the Owners’ Share. 3. Property Owners’ Right-of-Way Credit. The Parties understand that CDOT will be seeking to acquire from one or more of the Property Owners portions of their Properties to be used as right-of-way for the Project (“Project ROW”). The Binding Agreement will provide that affected Property Owners may elect, in lieu of collecting direct compensation from CDOT, to dedicate their portion of the Project ROW compensation to CDOT and the value of that dedication will be applied as a credit against the Owners’ Share (“ROW Credit”). The value of the ROW Credit is not currently known by the Parties, but is currently estimated to be within a range of $500,000 to $1,000,000. The agreed value of the ROW Credit (solely for purposes of the Binding Agreement) will be addressed in the Binding Agreement. None of the Property Owners intends, by the execution of this MOU or any document contemplated hereby, to waive its rights to full and just compensation for the taking of its property or to due process with respect to such right of way acquisition. 4. Property Owners’ Credit for Transportation Capital Expansion Fees. The City currently has $1.4 million of transportation capital expansion fee revenues (“TCEFs”) available to help fund this Project. In recognition of the TCEFs that the Property Owners are likely to pay to the City when they develop their Properties, the City is willing to agree in the Binding Agreement to credit one half of these available TCEFs, or $700,000, to the payment of the Owners’ Share, so long as the Property Owners are not in default of any applicable terms and conditions of the Binding Agreement (“TCEF Credit”). 5. Owners’ Share after Credits. The Parties anticipate that if the Binding Agreement grants to the Property Owners a ROW Credit of $500,000 and the TCEF Credit of $700,000, the remaining balance of the Owners’ Share will be approximately $7.05 million plus interest as provided in paragraph 6 below. 6. I-25/Prospect Interchange Metro District’s Obligation to Fund Owners’ Share. The Project Mill Levy, the Project Fees and any PIF revenues received by the I-25/Prospect Metro District shall be imposed, secured and collected in the manner provided by law, and the revenues derived from such taxes and fees shall be pledged pursuant to the Capital Pledge Agreement for payment of the Owners’ Share. The obligation of the I-25/Prospect Interchange Metro District to pay the Owners’ Share under the Capital Pledge Agreement shall be approved by the electors of the I-25/Prospect Interchange Metro District as provided in Section 2(a)(iv) hereof and shall constitute the unconditional, valid and binding limited tax general obligation of the I-25/Prospect Interchange Metro District, secured by its covenant to impose general ad valorem property taxes at a rate not to exceed 10.0 mills in each year, net of administrative costs of collection, together with the proceeds of PIFs and other available funds and revenues to pay an amount equal to each 7 annual installment of the Owners’ Share identified in the Capital Pledge Agreement. Nothing herein prevents agreements among the Property Owners for the allocation or sharing of all or a portion of the Owners’ Share, provided that any agreement among and between the Property Owners or among and between the Metro Districts for the allocation of liability or rights of contribution for payment of the Owners’ Share, will be pursuant to separate agreement(s) to which the City will not be a party nor bound to in any way. In the event that revenues allocated in the Capital Pledge Agreement to pay any annual installment of the Owners’ Share are not sufficient, the unpaid amount of that installment shall accrue interest from the date payment is due until paid at the interest rate the City charges under its “Inter-agency Loan Program” found in Section 8.8 of its “Financial Management Policy 8.” 7. Future Negotiations. Upon the full execution of this MOU, the Parties intend to proceed diligently and in good faith to negotiate the Binding Agreement consistent with the acknowledgements, understandings and intentions stated in this MOU. The primary representatives and legal counsel in these negotiations for the City and each of the Property Owners shall be those persons designated in Section 10(a). It is the Parties’ intention to complete these negotiations and enter into the Binding Agreement by March 7, 2018. 8. Capped Costs. The Parties acknowledge and agree that for purposes of the Property Owners’ obligations under this MOU, the Binding Agreement and all other agreements contemplated herein, total Project cost and the total cost of the Urban Design Feature shall be capped at the amounts set forth in the Recitals. 9. Miscellaneous. a. Representatives and Notice. The Parties’ respective designated representatives and legal counsel for negotiations and communications concerning the Binding Agreement, and their contact information, are as follows: For the City: Mike Beckstead Chief Financial Officer 300 LaPorte Avenue PO Box 580 Fort Collins, CO 80524 970-221-6795 mbeckstead@fcgov.com John Duval Deputy City Attorney 300 LaPorte Avenue PO Box 580 Fort Collins, CO 80524 970-416-2488 jduval@fcgov.com For FCIC and GAPA: Fort Collins/I-25 Interchange Corner, LLC and/or 8 Gateway at Prospect Apartments, LLC c/o Neihart Land Company, LLC 580 Hidden Valley Road Colorado Springs, CO 80919 Attn: R. Tim McKenna 719-641-6527 tim.mckenna@neihartland.com With a copy to: Brownstein Hyatt Farber Schreck, LLP 410 17 th Street, Suite 2200 Denver, CO 80202 Attn: Carolynne C. White, Esq. 303-223-1197 CWhite@BHFS.com For LAAM: Land Acquisition and Management, LLC #4 West Dry Creek Cr, Suite 100 Littleton, CO 80120 Attn: Rick White 303-601-5463 rwhite@laam.biz With a copy to: Kutak Rock LLP 1801 California Street, Suite 3100 Denver, Colorado 80202 Attn: Daniel C. Lynch, Esq. 303-292-7875 dan.lynch@kutakrock.com And a copy to: Kutak Rock LLP 1801 California Street, Suite 3100 Denver, Colorado 80202 Attn: Robert C. Roth, Jr., Esq., (303) 292-7802 Robert.RothJr@KutakRock.com For Paradigm: Paradigm Properties, LLC 2300 Knoll Drive, Suite A, 2 nd Floor Ventura, CA 93003 Attn: Jeffrey Hill jeffreyahill@gmail.com With a copy to: Kutak Rock LLP 1801 California Street, Suite 3100 Denver, Colorado 80202 Attn: Daniel C. Lynch, Esq. 9 303-292-7875 dan.lynch@kutakrock.com For CSURF: Colorado State University Research Foundation 2537 Research Boulevard, Suite 200 Fort Collins, CO 80526 Attn: Rick Callan Senior Real Estate Analyst 970-492-4502 Rick.Callan@colostate.edu With a copy to: Colorado State University Research Foundation 2537 Research Boulevard, Suite 200 Fort Collins, CO 80526 Attn: Donna Baily, Esq. Senior Legal Counsel 970-492-4506 Donna.Baily@colostate.edu b. Execution in Counterparts and Facsimile Signatures. This MOU may be executed in multiple counterparts and with facsimile signatures; each of which will be deemed an original and all of which taken together will constitute one and the same memorandum of understanding. c. Recordation of Agreement. This MOU shall not be recorded in the office of the Larimer County Clerk and Recorder. IN WITNESS WHEREOF, the Parties have executed this MOU as the date and year first above written. FCIC: FORT COLLINS/I-25 INTERCHANGE CORNER, LLC, a Colorado limited liability company By: MCKENNA MANAGEMENT, LLC, a Colorado limited liability company its co-Manager By: _____________________________ Name: R. Tim McKenna Title: Manager [Signatures continue on following page(s)] GAPA: GATEWAY AT PROSPECT APARTMENTS, LLC, a Colorado limited liability company By: MCKENNA MANAGEMENT, LLC, a Colorado limited liability company its co-Manager By: _____________________________ Name: R. Tim McKenna Title: Manager [Signatures continue on following page(s)] LAAM: LAND ACQUISITION AND MANAGEMENT, LLC, a Colorado limited liability company, as representative of 100% of the ownership interests in the LAAM Owners Parcels By: ______________________________ Name: ____________________________ Title: Manager [Signatures continue on following page(s)] Paradigm: PARADIGM PROPERTIES, LLC, a California limited liability company By: ______________________________ Name: Jeffrey A. Hill Title: Managing Member [Signatures continue on following page(s)] CSURF: COLORADO STATE UNIVERSITY RESEARCH FOUNDATION, a Colorado nonprofit corporation By: ______________________________ Name: Kathleen Henry Title: CEO and President