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HomeMy WebLinkAbout2018-025-03/06/2018-APPROVING THE SERVICE PLAN FOR THE I-25/PROSPECT INTERCHANGE METROPOLITAN DISTRICT RESOLUTION 2018-025 OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS APPROVING THE SERVICE PLAN FOR THE I-25/PROSPECT INTERCHANGE METROPOLITAN DISTRICT WHEREAS, the interchange at Interstate Highway 25 and Prospect Road (the "Interchange") is owned by the State of Colorado and operated and maintained by the Colorado Department of Transportation ("CDOT"); and WHEREAS,the Interchange is within the City's boundaries and adjacent to its four corners are several undeveloped parcels of privately-owned land, which parcels are also within the City's boundaries; and WHEREAS, Fort Collins/I-25 Interchange Corner, LLC ("FCIC") is the fee title owner of a parcel of land adjacent to the northwest corner of the Interchange (the "FCIC Parcel"); and WHEREAS, Gateway at Prospect Apartments, LLC ("GAPA") is the fee title owner of a parcel of land also adjacent to the northwest corner of the Interchange (the "GAPA Parcel"); and WHEREAS, a group of tenants in common ("TIC Owners") are the fee title owners of the three parcels of land adjacent to the northeast corner of the Interchange (the "TIC Owners Parcels"); and WHEREAS, Paradigm Properties LLC ("Paradigm") is the fee title owner of the two parcels of land adjacent to the southeast corner of the Interchange(the "Paradigm Parcels"); and WHEREAS,the Colorado State University Research Foundation("CSURF")is the fee title owner of the two parcels of land adjacent to the southwest corner of the Interchange (the "CSURF Parcels"); and WHEREAS, FCIC, GAPA, the TIC Owners, Paradigm and CSURF are hereafter collectively referred to as the "Property Owners" and the FCIC Parcel, GAPA Parcel, the TIC Owners Parcels, Paradigm Parcels and CSURF Parcels are hereafter collectively referred to as the "Properties"; and WHEREAS,CDOT has notified the City that it is planning a project to significantly modify and improve the Interchange by reconstructing its ramps and bridge and by reconstructing Prospect Road to a configuration with four through lanes, a raised median, left turn lanes and pedestrian and bicycle facilities, and CDOT is expected to begin construction of this project after July 1,2018 (the "Project"); and WHEREAS, the Project will also include certain urban design improvements requested by the City that are typically required under the City's development standards (the "Urban Design Features"); and WHEREAS, the Project and the Urban Design Features will provide significant public benefits to the City and its residents, and they will benefit the Property Owners by materially increasing the value of their Properties; and -1- WHEREAS, CDOT estimates that the total cost of the Project, as originally proposed by it, will be approximately $24 million, but it has indicated that it will only provide $12 million to fund the Project, leaving a$12 million deficit; and WHEREAS, the Urban Design Features planned by the City will add an additional $7 million to the cost of the Project, bringing the total Project cost to $31 million; and WHEREAS, CDOT has asked the City to participate in the Project by funding the $12 million deficit originally identified by CDOT, but the City is only willing to consider funding this deficit if the additional $7 million of Urban Design Features are included in the Project and if the Town of Timnath, Colorado ("Timnath") and the Property Owners share in funding this $19 million deficit; and WHEREAS, the City has previously entered into an Intergovernmental Agreement dated April 14, 2017, with CDOT in which the City has agreed to contribute $2.25 million in support of CDOT's project to improve I-25 from Colorado Highway 402 to Colorado Highway 14 (the "CDOT IGA"); and WHEREAS,on January 2,2018,the City Council adopted Resolution 2018-004 approving an amendment to the CDOT IGA, in which amendment the City has agreed to share in the cost of the Interchange Project as proposed by CDOT and CDOT has agreed to add the Urban Design Features to the Project, which amendment the City and CDOT entered into on January 18, 2018 (the "Amended IGA"); and WHEREAS, the City has also asked Timnath to share in funding the City's commitment to CDOT under the Amended IGA since Timnath will also experience significant public benefits from the Project; and WHEREAS,the City and Timnath have been negotiating a separate agreement under which Timnath would reimburse the City for up to $2.5 million of the $.19 million deficit to be paid over a twenty-year period, thereby leaving a$16.5 million deficit (the "Remaining Deficit"); and WHEREAS,the City and the Property Owners have previously negotiated and entered into that certain"Memorandum of Understanding Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange" dated January 30, 2018, which City Council approved in Resolution 2018-005 on January 2, 2018 (the "MOU"); and WHEREAS, the City and the Property Owners acknowledged in the MOU that while it is not a binding agreement, the parties nevertheless intended to cooperate in good faith to negotiate and enter into a binding agreement under which the parties would agree to equally share in the payment of the Remaining Deficit; and WHEREAS, as so intended in the MOU, City staff and the Property Owners have negotiated in good faith a"Binding Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange" (the "Binding Agreement"); and WHEREAS,the City Council has on this date adopted Resolution 2018-024 approving and J authorizing the City's execution of the Binding Agreement; and -2- WHEREAS, the Property Owners agree in the Binding Agreement to equally share the Remaining Deficit by the Property Owners agreeing to reimburse the City over time their $8.25 million share ("Shared Deficit") to be reduced by a credit of$500,000 representing the value of the Property Owners' land that will be dedicated to CDOT without receiving compensation as right of way for the Project(the"ROW Credit")and a credit of$700,000 representing the transportation capital expansion fees anticipated to be paid to the City under Fort Collins Code Section 7.5-32 related to the future development of the Properties (the "TCEF Credit"); and WHEREAS, after the ROW Credit and the TCEF Credit are applied to the Shared Deficit, the Binding Agreement provides that the Property Owners' portion of the Shared Deficit will be $7,050,000, plus financing costs ("Owners' Share"); and WHEREAS, the Binding Agreement further provides that the Owners' Share will accrue interest at the rate the City incurs in financing its funding obligations to CDOT under the Amended IGA and that this adjusted amount will be paid in twenty annual payments of principal and interest from the Pledged Revenues (as hereinafter defined); and WHEREAS, the Property Owners also agree in the Binding Agreement to record against their respective Properties a covenant imposing a public improvement fee at a rate .75%, net of any administrative fees for collection,to be imposed on all future retail sales on the Properties that are also subject to the City's sales tax under Article III of City Code Chapter 25, as amended (collectively, the "Interchange PIF Covenant"); and WHEREAS, to pay most of the Owners'-Share, the Binding Agreement contemplates that the Property Owners will organize a metropolitan district under the provisions of Article 1 of Title 32 of the Colorado Revised Statutes (the "Special District Act"); and WHEREAS, on July 15, 2068, the City Council adopted Resolution 2008-069 creating a Policy for Reviewing Proposed Service Plans for Title 32 metropolitan districts(the"City Policy") setting forth criteria to serve as a guide for Council's consideration of metropolitan district service plans, but retaining to Council the full discretion and authority regarding the terms and conditions of the service plans it considers and approves; and WHEREAS, the Property Owners have submitted to the City, in accordance with the City Policy,the"Service Plan for I-25/Prospect Interchange Metropolitan District, City of Fort Collins, Colorado" attached as Exhibit "A" and incorporated by reference (the "Service Plan") to create this metropolitan district(the "Interchange Metro District"); and WHEREAS, the Service Plan proposes the creation of the Interchange Metro District for the sole purpose of paying the Owners' Share through the Interchange Metro District's pledge of a combination of a property tax mill levy of not less than 7.5 mills, but not more than 10 mills, on the Properties ("Property Tax"), fees imposed by it on and collected from future development occurring on the Properties ("Project Fees") and the net revenues from,the Interchange PIF Covenant collected by the Interchange Metro District("PIF Revenues"); and ` WHEREAS,the Interchange Metro District's commitment to pledge the Property Tax,the Project Fees and the PIF Revenues (collectively, the "Pledged Revenues") to the payment of the -3- Owners' Share is set out in the Capital Pledge Agreement attached as Exhibit "D" to the Service Plan (the "Capital Pledge Agreement"); and WHEREAS, the Interchange Metro.District cannot be created under the Special District Act without the City Council approving the Service Plan; and WHEREAS, in accordance with Subsection B of the Review and Approval Process section of the City Policy and Colorado Revised Statutes Section 32-1-204.5, the Property Owners complied with all notification requirements for City Council's public hearing on the Service Plan as evidenced by the "Certificate of Mailing Notice of Service Plan Hearing" dated February 28, 2018, attached hereto as Exhibit `B" and incorporated herein by reference (the "Notice Requirements"); and WHEREAS, in addition to compliance with the Notice Requirements, the Petitioners published notice of the Public Hearing in the Coloradoan, a newspaper of general circulation within the Interchange Metro District; and WHEREAS, the City Council has reviewed the Service Plan and considered the testimony and evidence presented at a public hearing on March 6, 2018 (the "Public Hearing"); and WHEREAS,the Special District Act requires that any service plan submitted to the district court for the creation of a metropolitan district must first be approved by a resolution of the governing body of the municipality within which the proposed district lies; and WHEREAS,the City Council wishes to approve the Service Plan for the Interchange Metro District. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT COLLINS, COLORADO, as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That the City Council hereby determines that the City's notification requirements have been complied with regarding the Public Hearing on the Service Plan. Section 3. That the City Council hereby finds that the Service Plan contains, or sufficiently provides for, the items described in Colorado Revised Statutes Section 32-1-202(2), and that: a. There is sufficient existing and projected need for organized service in the area to be serviced by the proposed Interchange Metro District; b. The existing service in the area to be served by the proposed Interchange Metro District is inadequate for present and projected needs; -4- C. The proposed Interchange Metro District is capable of providing economical and sufficient service to the area within their proposed boundaries; and d. The area to be included within the proposed Interchange Metro District has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. Section 4. That the City Council's findings are based solely upon the evidence in the Service Plan as presented at the Public Hearing and the City has not conducted any independent investigation of the evidence. The City makes no guarantee as to the financial viability of the Interchange Metro District or the achievability of the desired results. Section 5. That the City Council hereby approves the Service Plan. Section 6. That the City Council's approval of the Service Plan is not a waiver or a limitation upon any power that the City or the City Council is legally permitted to exercise with respect to the property within the Interchange Metro District. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 6th day of March A.D. 2018. Qayor ATTEST: y OF,FORTC NO . City Cl c•••., O1 O.4ADO -5- EXHIBIT A SERVICE PLAN FOR I-25/PROSPECT INTERCHANGE METROPOLITAN DISTRICT CITY OF FORT COLLINS, COLORADO Prepared by : White Bear Ankele Tanaka & Waldron, Professional Corporation 748 Whalers Way, Suite 210 Fort Collins, Colorado 80525 March 6, 2018 TABLE OF CONTENTS I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 A. Purpose and Intent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a 1 Be Need for the District, , , , , , , , , , , , , , , * so . . . . . . . . . . 0 . . . . . . . . . . . . . . 1 C . Objective of the City Regarding District' s Service Plan , 1 II . DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . season mass sea I III. BOUNDARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 IV . PROPOSED LAND USE AND ASSESSED VALUATION . , . , engages 4 V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES . . . . . . . 4 A . Powers of the District and Service Plan Amendment. 4 1 . Operations and Maintenance , , , , . . , 1111111188safteffiee 000068 . . . . . . . . . . . . . . . . . . . . . 0 4 2 . Inclusion and Exclusion Limitation, goes * & * 4 3 , Maximum Debt Authorization . * , * , , , , , , , , , , , , , mass * , , ago * 4 4 . Monies from Other Governmental Sources . memo am , 5 5 , Consolidation Limitation, . . . . . . . . . . . . . . . . . . . . . . . 5 6 , Eminent Domain Limitation, 66191611161111 a 5 . . . . . . a 5 7 , Service Plan Amendment Requirement. 5 VI. FINANCIAL PLAN . . " . am . . . 5 A. General . . . . . . . . . . . . . . . . . . . . . . . . . goageseeasm an * aloof . . . . . . . 5 Be Maximum Debt Service Mill Levy. . . . . . . . . MEN 6 C . Security for Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 F . TABOR Compliance. 6 G. District' s Operating Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 H. Election . 7 VII. ANNUAL REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 A. General . . . . . 11111161861918mm , 7 Be Reporting of Significant Events" ' . . 7 VIII. DISSOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 IX . PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND EXTRATERRITORIAL SERVICE AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 X . MATERIAL MODIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . gaga . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . sees . . . . . . . . . . . . . . . . . . . 8 XI . SANCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 XII. CONCLUSION . . . . . . . " . . " , , , Doses@@@@@ . . . . . . . . . . . . . 4 , 00memems Does sea . . . as . . . 9 XIII. RESOLUTION OF APPROVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 i LIST OF EXHIBITS EXHIBIT A Legal Description of District Boundaries EXHIBIT B District Boundary Map EXHIBIT C Vicinity Map EXHIBIT D Capital Pledge Agreement EXHIBIT E Financial Plan 1587.0003 ; 875074 ii I. INTRODUCTION A . Purpose and Intent. The District, which is intended to be an independent unit of local government separate and distinct from the City, is governed by this Service Plan. Except as may otherwise be provided for by State or local law or this Service Plan, the District' s activities are subject to review by the City only insofar as they may deviate in a material manner from the requirements of this Service Plan. This Service Plan is being submitted in connection with the redevelopment of the interchange at Interstate Highway 25 and Prospect Road (the "Interchange"), currently owned by the State of Colorado and operated and maintained by the Colorado Department of Transportation ("CDOT") . 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 (the "Interchange Project") . The City and the Property Owners have entered into a Binding Agreement with the City, pursuant to which the Property Owners have agreed to provide for the financing of the Owners Share (as defined therein) of the Interchange Project through the District. In connection with the Binding Agreement and the Interchange Project, the District and the City intend to enter into a Capital Pledge Agreement, in substantially the form and substance as attached hereto as Exhibit D, at the District' s first meeting after the District Organization Date . The Capital Pledge Agreement shall constitute a Debt of the District, and will set forth the District' s obligation to pledge certain of its revenues to the payment of such Debt. B . Need for the District. Organization of the District is integral to the financing of the Interchange Project. The Interchange Project will provide significant public benefits to the City and its residents, as well as the residents, taxpayers and property owners of the District. The Capital Pledge Agreement is necessary to finance the Interchange Project. There are currently no other governmental entities, including the City, located in the immediate vicinity of the District that, at this time, can financially undertake the obligations underlying the Capital Pledge Agreement. Formation of the District is therefore necessary in order for the Interchange Project to be provided for in the most economic manner possible. C . Objective of the City Regarding District ' s Service Plan . The City ' s objective in approving the Service Plan for the District is to authorize the District to provide partial financing for the Interchange Project through any available revenue sources provided for in the Capital Pledge Agreement. The District shall be dissolved upon completion of all obligations under the Capital Pledge Agreement in accordance with Section VIII of this Service Plan, II. DEFINITIONS 1 In this Service Plan, the following terms which appear in a capitalized format herein shall have the meanings indicated below, unless the context hereof clearly requires otherwise : Binding Agreement: means that certain Binding Agreement Pertaining to Development of the Interstate Highway 25 and Prospect Road Interchange entered into between the City and the Property Owners. Board : means the Board of Directors of the District. Bond, Bonds or Debt : means bonds, notes or other multiple fiscal year financial obligations for which the District has promised to impose an ad valorem property tax mill levy, and other legally available revenue, for payment. The Capital Pledge Agreement constitutes Debt for purposes of this Service Plan. Such terms do not include annually-appropriated contracts through which the District procures or provides services. Capital Pledge Agreement: means that certain Capital Pledge Agreement, in substantially the form and substance attached hereto at Exhibit D , which is to be entered into between the District and the City at the District' s first meeting after the District Organization Date . , as it may be amended from time to time in accordance with the provisions thereof. City: means the City of Fort Collins, Colorado . City Council : means the City Council of the City of Fort Collins, Colorado . Any provision of this Agreement requiring City Council approval shall be deemed to be exercised by City Council in its sole discretion. District: means 1-25/Prospect Interchange Metropolitan District. District Boundaries : means the boundaries of the area described in the legal description attached hereto as Exhibit A. District Boundary Map : means the map attached hereto as Exhibit B . District Organization Date : means the date the order and decree organizing the District issued by the Larimer County District Court as required by law is recorded with the Larimer County Clerk and Recorder. External Financial Advisor: means a consultant that: ( 1 ) is qualified to advise Colorado governmental entities on matters relating to the issuance of securities by Colorado governmental entities including matters such as the pricing, sales and marketing of such securities and the procuring of bond ratings , credit enhancement and insurance in respect of such securities ; (2) shall be an underwriter, investment banker, or individual listed as a public finance advisor in the Bond Buyer' s Municipal Market Place or, in the City ' s sole discretion, other recognized publication as a provider of financial projections; and (3 ) is not an officer or employee of the District. Financial Plan : means the Financial Plan described in Section VI which describes (a) how the Interchange Project is to be financed; (b) how the Debt is expected to be incurred and either paid in the ordinary course or defeased ; and (c) the estimated operating revenue derived from 1587.0003 ; 875074 2 property taxes or other revenue sources for the first budget year through the year in which all District Debt is expected to be paid in the ordinary course or defeased. Gallagher Adjustment: means, if, on or after January 1 , 2018 , there are changes in the method of calculating assessed valuation or any constitutionally mandated tax credit, cut or abatement, the Maximum Debt Service Mill Levy may be increased or decreased to reflect such changes, such increases and decreases to be determined by the Board in good faith (such determination to be binding and final) so that to the extent possible, the actual tax revenues generated by the applicable mill levy, as adjusted for changes occurring after January 1 , 2018, are neither diminished nor enhanced as a result of such changes . For purposes of the foregoing, a change in the ratio of actual valuation shall be deemed to be a change in the method of calculating assessed valuation. Interchange : means the existing interchange at Interstate Highway 25 and Prospect Road . Interchange Project or Project : means the project to significantly modify and improve the Interchange, including the reconstruction of its ramps and bridge, and the reconstruction of Prospect Road to a configuration with four (4) through lanes, raised median, left turn lanes and pedestrian and bicycle facilities, with this work to include certain enhanced urban design elements. Maximum Debt Service Mill Levy : means the maximum mill levy the District is permitted to impose under this Service Plan for payment of Debt as set forth in Section VI. B . below. Maximum Debt Authorization : means the total Debt the District is permitted to issue as set forth in Section V .A .3 . Operations and Maintenance Mill Levy : means the mill levy the District is permitted to impose for payment of operations as set forth in the Financial Plan . Property Owners : means, collectively, Fort Collins/I-25 Interchange Corner, LLC, a Colorado limited liability company, Gateway at Prospect Apartments, LLC , a Colorado limited liability company, Land Acquisition and Management, LLC, a Colorado limited liability company, representing a group of tenants in common, Paradigm Properties LLC , a California limited liability company, and Colorado State University Research Foundation, a Colorado non-profit corporation. Public Improvements : means the improvements related to the Interchange Project. Service Plan : means this service plan for the District approved by the City Council . Service Plan Amendment : means an amendment to the Service Plan approved by the City Council in accordance with applicable state law or as provided in this Service Plan . Special District Act or "Act" : means Article 1 of Title 32 of the Colorado Revised Statutes, as amended from time to time. State : means the State of Colorado . Vicinity Map : means the map of the regional area surrounding the Project. 1587.0003 ; 875074 3 III. BOUNDARIES The District Boundaries include approximately Four Hundred Seventy One (471 ) acres . A legal description of the District Boundaries is attached as Exhibit A. A District Boundary Map is attached hereto as Exhibit B . And, a Vicinity Map is attached hereto as Exhibit C. IV. PROPOSED LAND USE AND ASSESSED VALUATION The District consists of approximately Four Hundred Seventy One (471 ) acres of planned mixed-use land. The current assessed valuation of the District Boundaries is approximately Two Hundred Thousand Dollars ($200,000) and, at build out, is expected to be sufficient to reasonably discharge the Debt as contemplated in the Capital Pledge Agreement. Approval of this Service Plan by the City does not imply its approval of the development of a specific area within the District. V. DESCRIPTION OF PROPOSED POWERS , IMPROVEMENTS AND SERVICES A. Powers of the District and Service Plan Amendment. The District shall have the power and authority to finance a portion of the costs of the Interchange Project from revenues lawfully received within the boundaries of the District as such power and authority is described in the Special District Act, and other applicable statutes, common law and the State Constitution, subject to the limitations set forth herein, and in accordance with the Capital Pledge Agreement. 1 . Operations and Maintenance . The purpose of the District is to finance a portion of the costs of the Interchange Project in accordance with the terms and provisions of the Capital Pledge Agreement. The District may provide operation and maintenance services related to any Public Improvements in accordance with a subsequent intergovernmental agreement with the City . In addition, the District shall be authorized to impose the Operation and Maintenance Mill Levy to fund ordinary administrative or ministerial expenses, including but not limited to those expenses required to keep the District in compliance with all applicable local , state, and federal laws and regulations . 2 . Inclusion and Exclusion Limitation . The District shall not include or exclude any property within the District Boundaries without the prior resolution approval of the City Council and in compliance with the Special District Act, and if so approved, shall not constitute a material modification of this Service Plan . 3 , Maximum Debt Authorization . The District anticipates issuing approximately Ten Million Dollars ($ 10,000,000) (the "Maximum Debt Authorization") in par value Debt, plus repayment costs as agreed to in the Capital Pledge Agreement, to pay a portion of such Interchange Project costs as required under the Capital Pledge Agreement. The District' s Maximum Debt Authorization shall not be exceeded under any circumstances. The District must seek resolution approval by the City Council before issuing any Debt in excess of the Maximum Debt Authorization . Such Council approval shall not constitute a material modification of this Service Plan so long as increases are reasonably related to the Interchange Project, the Binding 1587.0003 ; 875074 4 Agreement or the Capital Pledge Agreement, The District shall not issue any Debt other than the Capital Pledge Agreement. 4 . Monies from Other Governmental Sources . The District shall not apply for or accept Conservation Trust Funds, Great Outdoors Colorado Funds, or other funds available from or through governmental or non-profit entities for which the City is eligible to apply for, except pursuant to an intergovernmental agreement with the City. This Section shall not apply to specific ownership taxes which shall be distributed to and a revenue source for the District without any limitation . 5 . Consolidation Limitation , The District shall not file a request with any Court to consolidate with another Title 32 district without the prior resolution approval of the City Council and compliance with the Special District Act. 6 , Eminent Domain Limitation . The District shall not exercise its statutory power of eminent domain without first obtaining resolution approval from the City Council . This restriction on the Eminent Domain power by the District is being exercised voluntarily and shall not be interpreted in any way as a limitation on the District' s sovereign powers and shall not negatively affect the District' s status as a political subdivision of the State of Colorado as allowed by the Special District Act. 7 , Service Plan Amendment Requirement. The District shall be an independent unit of local government, separate and distinct from the City, and its activities are subject to review by the City only insofar as they may deviate in a material manner from the requirements of the Service Plan. Any action of the District which : ( 1 ) violates the limitations set forth in this Section V .A. or (2) violates the limitations set forth in Section VI . below, shall be deemed to be a material modification to this Service Plan unless otherwise agreed by the City as provided for in Section X of this Service Plan or unless otherwise expressly provided herein. All other departures from the provisions of this Service Plan shall be considered on a case -by-case basis as to whether such departures are a material modification, unless otherwise expressly provided herein. VI. FINANCIAL PLAN A. General . The District shall be authorized to provide for financing of the Public Improvements from its revenues pursuant to the Capital Pledge Agreement. The Capital Pledge Agreement for the District requires a Debt Service Mill Levy of no less than Seven and One Half (7. 5 ) Mills and no greater than Ten ( 10) Mills, subject to the Gallagher Adjustment. The total Debt that the District shall be permitted to issue shall not exceed the Maximum Debt Authorization . Subject to the limitations contained herein, the District Debt evidenced by the Capital Pledge Agreement shall be payable in such year or years and in such amounts as required by the Capital Pledge Agreement. The Debt evidenced by the Capital Pledge Agreement may be payable from any and all legally available revenues of the District, including general ad valorem taxes to be imposed upon all taxable property within the District. The District may also rely upon various other revenue sources authorized by law and as provided in the Capital Pledge Agreement, 1587.0003 ; 875074 5 The Maximum Debt Authorization, Debt Service Mill Levy, Operations and Maintenance Mill Levy, and all other financial projections and estimates contained in this Service Plan are supported by the Financial Plan (Exhibit E) prepared by an External Financial Advisor, D .A. Davidson and Co . The Financial Plan is based on economic, political and industry conditions as they exist presently and reasonable projections and estimates of future conditions. Notwithstanding the foregoing, D .A. Davidson and Co . shall not be considered a financial advisor or municipal advisor with regard to any Debt issuance by the District. B . Maximum Debt Service Mill Levv. The Maximum Debt Service Mill Levy shall be the maximum mill levy the District is permitted to impose upon the taxable property within the District for payment of Debt and shall be Ten ( 10) Mills, subject to Gallagher Adjustment, which shall not be exceeded under any circumstances . C . Security for Debt. The District does not have the authority and shall not pledge any revenue or property of the City as security for the indebtedness set forth in this Service Plan . Approval of this Service Plan shall not be construed as a guarantee by the City of payment of the District' s obligations ; nor shall anything in the Service Plan be construed so as to create any responsibility or liability on the part of the City in the event of default by the District in the payment of any such obligation or performance of any other obligation. F . TABOR Compliance , The District shall comply with the provisions of the Taxpayer' s Bill of Rights ("TABOR"), Article X, § 20 of the Colorado Constitution in conducting the election required in Section IV . H . In the discretion of the Board, the District may set up other qualifying entities to manage, fund, construct and operate facilities, services, and programs. To the extent allowed by law, any entity created by the District will remain under the control of the District' s Board . G. District' s Operating Costs . The estimated cost of legal services and administrative services, together with the estimated costs of the District' s organization and initial operations, are anticipated to be Two Hundred Thousand Dollars ($200, 000), which will be eligible for reimbursement as provided for in the Capital Pledge Agreement. In addition to the capital costs of the Public Improvements, the District will require operating funds for administrative and regulatory compliance costs . It is anticipated that these costs will be funded through the imposition of an developer advances and/or the Operations and Maintenance Mill Levy, and shall be eligible for reimbursement by the City as provided for in the Capital Pledge Agreement. The first year' s operating budget is estimated to be Twenty Thousand Dollars ($20,000). 1587.0003 ; 875074 6 H. Election, The District will call an election on the questions of organizing the District, electing the initial Board, and setting in place as required by TABOR the tax, debt and other financial authorizations and obligations contemplated in the Capital Pledge Agreement. The election will be conducted as required by law. VII. ANNUAL REPORT A. General . The District shall be responsible for submitting an annual report with the City' s clerk not later than September 1 st of each year for the year ending the preceding December 31 following the year of the District Organization Date. The City may, in its sole discretion, waive this requirement in whole or in part. The District shall also submit all reports required pursuant to the Capital Pledge Agreement. Be Reporting of Significant Events . Unless waived by the City, the annual report shall include the following: 1 . A narrative summary of the progress of the District in implementing their service plan for the report year; 2 . Except when exemption from audit has been granted for the report year under the Local Government Audit Law, the audited financial statements of the 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 operations (i .e . , revenues and expenditures) for the report year; and 3 . Any other information deemed relevant by the City Council or deemed reasonably necessary by the City' s manager and communicated in a timely manner to the District. In the event the annual report is not timely received by the City ' s clerk or is not fully responsive, notice of such default may be given to the Board of such District, 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' s clerk may constitute a material modification, at the discretion of the City. VHL DISSOLUTION Upon payment of all outstanding obligations under the Capital Pledge Agreement, and upon prior appropriation for all related dissolution costs and any other outstanding obligations of the District, the District agree to file a petition in the Larimer County District Court for dissolution, pursuant to the applicable State statutes. In no event shall dissolution occur until the District has provided for the payment or discharge of all of their outstanding indebtedness and other financial obligations as required pursuant to State statutes, including operation and maintenance activities. 1587.0003 ; 875074 7 IX. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND EXTRATERRITORIAL SERVICE AGREEMENTS All intergovernmental agreements must be for purposes, facilities, services or agreements lawfully authorized to be provided by the District, pursuant to the State Constitution, Article XIV, Section 18(2)(a) and Sections 29- 1 -201 , et seq . , C .R. S . To the extent practicable, the District may enter into additional intergovernmental and private agreements to better ensure long-term provision of the Public Improvements identified herein or for other lawful purposes of the District. Agreements may also be executed with property owner associations and other service providers. The District shall approve the Capital Pledge Agreement at the District' s first meeting after the District Organization Date; provided that the Capital Pledge Agreement may be revised by the City and the District to include such additional details and requirements therein as are deemed necessary by the parties . Failure by the District to execute the Capital Pledge Agreement as required herein shall constitute a material modification hereunder. The Capital Pledge Agreement may be amended from time to time by the City and the District, provided that any such amendment shall be in compliance with the provisions of this Service Plan. No other agreements are required, or known at the time of formation of the District to likely be required, to fulfill the purposes of the District. Execution of intergovernmental agreements or agreements for extraterritorial services by the District that are not described in this Service Plan and which are likely to cause a substantial increase in the District' s budgets shall require the prior approval of the City Council , which approval shall not constitute a material modification hereof. X. MATERIAL MODIFICATIONS Material modifications to this Service Plan may be made only in accordance with Section 32- 1 -2079 C .R. S . No modification shall be required for an action of the District which does not materially depart from the provisions of this Service Plan . Departures from the Service Plan that constitute a material modification include without limitation : 1 . Actions or failures to act that create material financial risk or burden for the City; 2 . Performance of a service or function or acquisition of a major facility that is not closely related to a service, function or facility authorized in the Service Plan ; 3 . Failure to perform a service or function or acquire a facility required by the Service Plan; 4 . Failure by the District to execute and deliver the Capital Pledge Agreement; and 5 . Failure to comply with the limitations set forth in Section V.A. or Section VI of this Service Plan. 1587.0003 ; 875074 8 Actions that are not to be considered material modifications include without limitation changes in quantities of facilities or equipment, immaterial cost differences, and actions expressly authorized in the Service Plan. XI. SANCTIONS Should the District undertake any act without obtaining prior City Council resolution approval as required in this Service Plan or that constitutes a material modification to this Service Plan as provided herein or under the Special District Act, the City may impose one ( 1 ) or more of the following sanctions, as it deems appropriate : 1 . Exercise any applicable remedy under the Act; 2 . Withhold the issuance of any permit, authorization, acceptance or other administrative approval, or withhold any cooperation, necessary for the District ' s development, construction or operation of improvements , or the provisions of services as contemplated under this Service Plan; I Exercise any legal remedy as provided in the Capital Pledge Agreement or in any other intergovernmental agreement with the City under which the District is in default; or 4 . Exercise any other legal remedy at law or in equity, including seeking specific performance, mandamus or injunctive relief against the District, to ensure the District' s compliance with this Service Plan and applicable law. XII. CONCLUSION It is submitted that this Service Plan for the District, as required by Section 32- 1 -203 (2), establishes that : 1 . There is sufficient existing and projected need for organized service in the area to be serviced by the District; 2 . The existing service in the area to be served by the District is inadequate for present and projected needs ; 3 . The District is capable of providing economical and sufficient service to the area within their proposed boundaries ; and 4 . The area to be included in the District does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis . 1587.0003 ; 875074 9 XIII. RESOLUTION OF APPROVAL The District agrees to incorporate the City Council ' s resolution of approval, including any conditions on any such approval, into the Service Plan presented to the District Court for and in Larimer County, Colorado . 1587.0003 ; 875074 10 EXHIBIT A 1-25/Prospect Interchange Metropolitan District Legal Description NORTHERN ENGINEERING DESCRIPTION : 1 -25/PROSPECT INTERCHANGE METROPOLITAN DISTRICT BOUNDARIES Tracts of land located in Sections 15 , 16 , 21 , and 22 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer, State of Colorado , being more particularly described as follows : Considering the West line of the Southeast Quarter of said Section 16 as bearing North 000 11 ' 16" East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 16 ; thence along the West line of the Southeast Quarter, North 000 11 ' 16" East , 360 . 01 feet to the Northwest corner of Lot 1 , Block 1 , Boxelder Estates Second Filing to POINT OF BEGINNING 1 ; thence along West line of the Southeast Quarter, North 00' 11 ' 16" East, 736 . 49 feet to the Northeast corner of a parcel of land as described at Reception No , 95076406 , Larimer County Clerk and Recorder; thence , North 880 20' 33 " West , 315 . 26 feet to the Southeast corner of a parcel of land as described at Reception No. 20140007506 , Larimer County Clerk and Recorder ; thence along the East line of said parcel , North 250 21 ' 13 " West, 264 . 37 feet to the Southeast corner of a parcel of land described at Reception No. 93054775 , Larimer County Clerk and Recorder; thence along said parcel the following 3 courses and distance : North 000 12' 15" East , 1649 . 54 feet ; thence , South 890 47' 45" East , 200 . 00 feet ; thence , North 000 12 ' 15" East , 216 . 34 feet to a point on the South line of a parcel of land described at Reception No . 133800200 , Larimer County Clerk and Recorder ; thence along said South line , South 83' 28' 53 " East , 232 . 09 feet to the Southeast corner of said parcel , said point being on the East line of Sunrise Estates extended ; thence along said East line , North 000 08' 06" East, 1117 . 52 feet to a point on the South line of Crossroads East Business Center; thence along said South line the following 5 courses and distance: South 250 46' 37 " East, 448 . 11 feet ; thence , South 480 55' 44" East, 1510 , 22 feet ; thence , South 240 21 ' 14" East , 195 . 19 feet ; thence , South 58' 04' 14" East , 132 . 96 feet to the Southeast corner of said Crossroads East Business Center ; thence along the East line of said Crossroads East Business Center, North 000 11 ' 16" East , 33 . 04 feet to a point on the South line of Smithfield Subdivision ; thence along said South line the following 4 courses and distance : South 650 21 ' 37 " East , 353 . 30 feet ; thence , South 790 21 ' 37 " East , 300 . 00 feet; thence , North 570 08' 23 " East , 197 . 00 feet ; thence , North 690 08' 23" East , 141 . 86 feet to a point on the West line of Interstate Highway 25 ; thence along said West line the following 2 courses and distances : South 000 11 ' 10" West , 601 . 01 feet ; thence , South 010 58' 22 " West, 408 . 31 feet to the North line of Interstate Land PUD First Filing ; thence along said Interstate Land PUD First Filing the following 2 courses and distances : North 760 26' 25" West , 300 . 61 feet; thence , South 110 47 ' 57" West , 629 . 05 feet to the West line of Interstate Highway 25 Frontage Road ; thence along said Interstate Highway 25 Frontage Road the following 6 courses and distances : South 850 36' 15" West , 289 . 72 feet ; thence , South 820 01 ' 25" West , 157 . 09 feet ; thence along a curve concave to the southeast having a central angle of 620 57 ' 26" with a radius of 449 . 26 feet, an arc length of 493 . 65 feet Page 1 of 5 . FORT COLLINS : 301 North Howes Street , Suite 100 , 80521 970 . 221 . 4158 GREELEY: 820 8ch Street , 80631 1 970 , 395 . 9880 1 WEB : www . northernengineering . com and the chord of which bears South 430 37' 30" West , 469 . 19 feet ; thence , South 050 13' 35" West, 157 . 09 feet; thence South 010 38' 45" West, 455 . 56 feet to Point A ; thence , South 460 38, 49" West , 102 . 54 feet to the North right-of-way line of East Prospect Road ; thence along said North line , North 88' 21 ' 30" West , 222 . 35 feet to the East line of Lot 3 , Block 1 , Boxelder Estates Second Filing; thence along the East , North and West lines of said Lot 3 the following 3 courses and distances : North 010 38' 10" East, 242 . 53 feet ; thence , North 880 21 ' 50" West, 290 . 40 feet ; thence , South 010 38' 10" West , 242 . 50 feet to the North right-of-way line of East Prospect Road ; thence along said North line , North 880 21 ' 30" West, 516 . 42 feet to the East line of Lot 1 , Block 1 , Boxelder Estates Second Filing; thence along said East line , North 000 11 ' 10" East , 302 . 55 feet to the North line of said Lot 1 ; thence along said North line , North 880 21 ' 50" West , 120 . 13 feet to POINT OF BEGINNING 1 , containing 6 , 777 , 385 square feet or 155 . 59 acres , more or less . AND Commencing at aforementioned Point A; thence South 880 21 ' 08" East, 79 . 99 feet to a point on the East right-of-way line of Interstate Highway 25 Frontage Road , said point being the POINT OF BEGINNING 2 ; thence along the East and North lines of said right-of-way the following 8 courses and distances : North 010 38' 45" East , 455 . 57 feet ; thence , North 050 03 ' 18" East , 142 . 46 feet, thence along a curve concave to the northwest having a central angle of 62' 57' 26" with a radius of 369 . 26 feet , an arc length of 405 . 75 feet and the chord of which bears North 430 37 ' 30" East , 385 . 64 feet ; thence , North 820 1 P 42 " East , 142 . 46 feet; thence , North 85' 36' 05" East , 289 . 72 feet ; thence , North 82' 01 ' 25" East , 157 . 09 feet ; thence along a curve concave to the southeast having a central angle of 280 04' 38" with a radius of 449 . 26 feet , an arc length of 220 . 16 feet and the chord of which bears North 610 03 ' 55" East , 217 . 96 feet; thence , South 890 48' 10" East , 79 . 52 feet to a point on the West right-of-way line of Interstate Highway 25 ; thence along said Westerly line the following 4 courses and distance : South 000 1 P 10" West, 379 . 24 feet ; thence , South 10' 33' 17 " West , 201 . 18 feet ; thence , South 260 47' 14" West, 560 . 45 feet ; thence , South 610 09' 08" West , 99 . 88 feet to the North right-of-way line of East Prospect Road ; thence along said North line the following 3 courses and distances : North 880 18' 07" West , 203 . 23 feet; hence , South 850 48' 49" West , 411 . 08 feet ; thence , North 880 21 ' 25" West , 59 . 24 feet ; thence , North 430 21 ' 11 " West , 141 . 39 feet to the POINT OF BEGINNING 2 , containing 1 , 013 , 409 square feet or 23 . 26 acres , more or less . Together with a Tract of land located in the Southwest Quarter of Section 15 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer, State of Colorado , being more particularly described as follows : Considering the North line of the Southwest Quarter of said Section 15 as bearing South 890 38' 43 " East , and with all bearings contained herein relative thereto : Commencing at the West Quarter Corner of said Section 15 ; thence along the North line of the Southwest Quarter, South 890 38 ' 43 " East, 45 . 00 feet to a point on the East right-of-way line of the Southeast Frontage Road of Interstate Highway 25 , said point being POINT OF BEGINNING 1 ; thence continuing along the North line of the Southwest Quarter of Section 15 , South 890 38' 43" East , 2598 . 20 feet to the Center Corner of said Section 15 ; thence along the North -South Section line of Section 15 , South 000 05' 39" West, 1331 , 29 feet to the Center-South Sixteenth Corner of Section 15 , also being a point on the North line of that Parcel of land as described at Reception No. 99062749 , Larimer County Clerk and Recorder; thence along the North and West lines of said Parcel the following 2 courses and distances : North 890 49' 50" West , 637 . 70 feet ; thence , South Page 2 of 5 00' 00' 36" West, 804 . 25 feet to a point on the North line of that parcel of land described at Book 1531 Page 759 , Larimer County Clerk and Recorder; thence along said North line the following 5 courses and distances : thence , North 540 58' 16" West , 474 . 72 feet ; thence , North 760 19' 16" West , 163 . 85 feet ; thence , North 840 59' 16" West , 548 . 82 feet ; thence , North 670 52 ' 16" West , 88 . 12 feet ; thence , North 54' 48' 16" West , 949 . 54 feet to the Easterly right-of-way line of the Southeast Frontage Road of Interstate Highway 25 ; thence along said Easterly right-of-way line the following 2 courses and distances : North 00' 1 P 39" East , 1151 . 18 feet ; thence , North 090 26' 43 " West , 59 . 72 feet to POINT OF BEGINNING 1 , containing 4 , 203 , 912 square feet or 96 . 51 acres , more or less . AND Commencing at the West Quarter Corner of said Section 15 ; thence along the North line of the Southwest Quarter , South 890 38' 43 " East , 2 , 643 , 20 feet ; thence , South 000 05 ' 39 " West , 1331 . 29 feet; thence , North 890 49' 50" West , 637 . 70 feet ; thence , South 00' 00' 36 " West, 804 . 25 feet ; thence , South 000 00' 36 " West, 61 . 05 feet to POINT OF BEGINNING 2 ; thence , South 000 00' 36" West, 438 . 93 feet to a point on the North right-of-way line of East Prospect Road ; thence , South 000 00' 36" West, 30 . 00 feet to a point on the South line of the Southwest Quarter of Section 15 ; thence along said South line , North 890 59' 24" West , 1181 . 93 feet ; thence , North 000 00' 36" East , 30 . 25 feet to a point on the North right-of-way line of East Prospect Road , said point also being on the Easterly right-of-way line of the Southeast Frontage Road of Interstate Highway 25 ; thence along said Easterly right-of-way line the following 7 courses and distances : North 65' 50' 44" West , 112 . 37 feet ; thence , South 890 54' 52 " West , 299 . 87 feet ; thence , North 570 21 ' 33 " West , 106 . 29 feet ; thence , North 260 23 ' 32" West , 458 . 81 feet; thence , North 11 ' 18' 02 " West , 200 . 00 feet ; thence , North 030 14' 53 " West , 294 . 32 feet ; thence , North 000 10' 38" East , 360 . 36 feet to a point on the South line of that parcel of land described at Book 1531 Page 759 , Larimer County Clerk and Recorder; thence along said South line the following 5 courses and distances : South 540 48' 16" East , 895 . 99 feet ; thence , South 670 52 ' 16" East , 101 . 38 feet ; thence , South 840 59' 16" East , 552 . 56 feet ; thence South 760 19, 16" East, 150 . 63 feet ; thence , South 540 58' 16" East , 500 .33 feet to POINT OF BEGINNING 2 , containing 1 , 580 , 513 square feet or 36 . 28 acres , more or less . Together with a tract of land located in the Northwest Quarter of Section 22 , Township 7 North , Range 68 West of the 6th P . M . , City of Fort Collins , County of Larimer, State of Colorado being more particularly described as follows : Considering the North line of said Northwest Quarter as bearing South 89059'00" East and with all bearings contained herein relative thereto : Beginning at a point on the North line of the said Northwest Quarter which bears South 89059'00" East , 1199 . 65 feet from the Northwest corner of said Section 22 ; thence South 89059'00 " East 118 . 59 feet along said North line ; thence South , 77 . 95 feet; thence South 89°59 '00" East , 27 . 06 feet ; thence South 15016 '00 " West , 1035 . 05 feet along the centerline of the Sand Dike Ditch ; thence West , 971 . 76 feet to a point on the Easterly Right-of-Way line of Interstate Highway No . 25 ; thence along said Easterly Right-of-Way North 06013 '00 " East , 211 . 40 feet , and again North 18021 '30 " East, 458 . 46 feet ; thence South 89°59'00 " East , 810 . 90 feet ; thence North 15036 '00 " East , 447 . 99 feet to the POINT OF BEGINNING , containing 441 , 544 square feet or 10 . 137 acres , more or less , excepting therefrom any portion conveyed to the Colorado State Department of Highways by instruments recorded May 23 , 1947 in Book 833 at Page 522 and May 23 , 1988 at Page 3 of 5 Reception No . 88023148 , and also except that portion conveyed in the Warranty Deed recorded January 3 , 2005 at Reception No, 20050000154 , County of Larimer , State of Colorado . AND Considering the North line of said Northwest Quarter as bearing South 89059 '00" East and with all bearings contained herein relative thereto: Beginning at a point which bears North 89°59'00" West , 1446 , 03 feet from the North Quarter corner of said Section 22 ; thence North 89059'00 " West , 371 . 65 feet ; thence South 00001 '00" West , 30 . 00 feet to a point on the Southeasterly Right-of-Way line of Interstate No 25 ; thence South 65047 '30" West , 109 . 70 feet along said Right-of-Way line ; thence North 89059'00 " West , 300 . 00 feet along said Right-of-Way line ; thence South 52025 '00" West , 70 . 10 feet along said Right-of-Way line ; thence South 18021 '30 " West , 330 . 54 feet along said Right-of-Way line ; thence South 89059'00" East , 810 . 90 feet ; thence North 15036 '00 " East, 447 . 99 feet to the POINT OF BEGINNING , containing 314 , 194 square feet or 7 . 213 acres , more or less . Together with a Tract of land located in Section 21 , and Section 22 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer, State of Colorado , being more particularly described as follows : Considering the South line of the Southwest Quarter of said Section 21 as bearing South 890 01 ' 48" East, and with all bearing contained herein relative thereto : Commencing at the Northeast Corner of said Section 21 ; thence , North 880 38' 29" West , 1241 . 97 feet ; thence , South 010 21 ' 31 " West , 30 . 00 feet to the POINT OF BEGINNING , said point being the Northeast corner of an Easement granted to the State Department of Highways as recorded at Reception No . 88026808 of the Larimer County Clerk and Recorder; thence , South 44` 05 ' 25" West along the Southeasterly line of said Easement , Recorded at 88026808 , 37 . 44 feet to the Southerly line of a parcel of land described at Reception No . 20060041498 of the Larimer County Clerk and Recorder; thence , South 88' 38' 29" East along said Southerly line and the Easterly prolongation thereof , 345 . 55 feet to the Westerly line of a parcel of land described within Exhibit " A" at Book 1992 , Page 280 of the Larimer County Clerk and Recorder; thence , South 610 58' 19" East along said Westerly line , 35 . 56 feet to the Northerly line of said parcel described within Book 1992 , Page 280 ; thence , North 890 50' 02 " East along said Northerly line , 13 . 83 feet to the Westerly line of a parcel of land described at Book 1234 , Page 241 of the Larimer County Clerk and Recorder; thence , South 640 24' 59 " East along said Westerly line , 4 . 65 feet to the Southerly line of a parcel of land described within said Book 1234 , Page 241 , said Southerly line being parallel with and 75 . 00 feet Southerly of, as measured at a right angle to the North line of the Northeast Quarter of said Section 21 ; thence , South 880 38' 29" East along said Southerly line , 300 . 00 feet to the Westerly Right-of-Way line of Interstate Highway No . 1 -25 ; thence , along the Westerly Right-of-Way lines of Interstate Highway No . 1 -25 the following 9 courses and distances : South 500 23 ' 59" East , 72 . 51 feet ; thence , South 180 02 ' 31 " East , 798 . 28 feet ; thence , South 06' 22 ' 28" East , 704 . 20 feet ; thence , South 000 05' 56" East , 53 . 90 feet ; thence along a curve concave to the east having a central angle of 060 33 ' 06" with a radius of 11583 . 00 feet , an arc length of 1324 . 50 feet and the chord of which bears South 030 24' 23 " East , 1323 . 78 feet ; thence , South 050 48' 32 " West , 417 . 50 feet ; thence along a curve concave to the east having a central angle of 030 00 ' 00" with a radius of 11680 . 00 feet , an arc length of 611 . 57 feet and the chord of which bears South 100 09 ' 58 " East, 611 . 50 feet ; thence , South 25' 42 ' 58" East , Page 4 of 5 425 . 50 feet ; thence , South 12' 55' 58" East, 968 . 64 feet to the South line of the Southwest Quarter of said Section 22 ; thence , South 890 43 ' 29" West along the South line of the Southwest Quarter of said Section 22 , 344 . 34 feet to the Southeast corner of said Section 21 ; thence , North 890 01 ' 48" West along the South line of the Southeast Quarter of said Section 22 , 713 . 93 feet ; thence parallel with and 20 feet Westerly of the centerline of an existing access road the following 15 courses and distances : North 300 07 ' 30" West, 653 . 11 feet; thence along a curve concave to the northeast having a central angle of 27' 35 ' 32 " with a radius of 424 . 29 feet , an arc length of 204 . 33 feet and the chord of which bears North 160 19 ' 44" West , 202 . 36 feet ; thence , North 020 31 ' 58" West , 432 . 64 feet ; thence , North 00' 56' 51 " West , 512 . 69 feet ; thence , North 220 22 ' 44" West, 121 . 69 feet ; thence , North 03' 04' 28" West , 129 . 58 feet ; thence along a curve concave to the southwest having a central angle of 420 50' 08" with a radius of 157 . 27 feet , an arc length of 117 . 58 feet and the chord of which bears North 24' 29 ' 32 " West , 114 . 86 feet ; thence , North 450 54' 36" West , 71 . 28 feet; thence along a curve concave to the east having a central angle of 30' 41 ' 12 " with a radius of 330 . 34 feet , an arc length of 176 . 92 feet and the chord of which bears North 300 34' 00" West , 174 . 82 feet; thence , North 150 13 ' 24" West , 100 . 27 feet; thence along a curve concave to the southwest having a central angle of 200 34' 23 " with a radius of 289 . 75 feet , an arc length of 104 . 04 feet and the chord of which bears North 250 30 ' 36" West, 103 . 48 feet ; thence , North 350 47 ' 47 West, 144 . 89 feet; thence along a curve concave to the northeast having a central angle of 370 10' 11 " with a radius of 364 . 63 feet , an arc length of 236 . 55 feet and the chord of which bears North 170 12 ' 42 " West , 232 . 42 feet ; thence , North 010 22 ' 24" East , 921 . 36 feet; thence along a curve concave to the southeast having a central angle of 170 07 ' 56" with a radius of 707 . 08 feet, an arc length of 211 . 43 feet and the chord of which bears North 090 56 ' 22 " East , 210 . 64 feet ; thence , North 89' 40' 07 " East , 6 . 45 feet to the Southerly prolongation of the Westerly line of said Easement , Recorded at Reception No. 88026808 ; thence , North 170 24' 16 " East along said Southerly prolongation and also along the Westerly line of said Easement , Recorded at Reception No . 88026808 , 673 . 89 feet ; thence along the Westerly and Northerly lines of that Easement granted to the State Department of Highways at Reception No . 88026808 of the Larimer County Clerk and Recorder the following 5 courses and distances : thence along a curve concave to the east having a central angle of 400 05' 20" with a radius of 532 . 96 feet , an arc length of 372 . 90 feet and the chord of which bears North 020 38' 24" West , 365 . 34 feet ; thence , North 22 ' 41 ' 04" West, 110 . 41 feet ; thence along a curve concave to the northeast having a central angle of 150 37 ' 22 " with a radius of 612 . 96 feet , an arc length of 167 . 14 feet and the chord of which bears North 140 52 ' 23 " West , 166 . 62 feet ; thence , North 45' 28' 31 " West , 146 . 18 feet to a line being 30 . 00 feet Southerly , as measured at a right angle , of the North line of the Northeast Quarter of said Section 21 ; thence , South 88' 38' 29" East along a line parallel with and 30 . 00 feet Southerly of , as measured at a right angle to the North line of the Northeast Quarter of said Section 21 , 280 . 00 feet to the POINT OF BEGINNING , containing 6 , 204 , 458 square feet or 142 . 435 acres more or less . The above described Tracts of land contain 20 , 535 , 415 square feet or 471 . 428 acres more or less and is subject to all easements and rights-of-way now on record or existing. January 31 , 2018 CNS C:\Users\cody\Desktop\Metro District Exhibits - Hill\102-002_Overall Boundary - Overall .docx Page 5of5 EXHIBIT B I-25/Prospect Interchange Metropolitan District Boundary Map 40780828.v1 1 P � Im — 1 — I o I r L7 �E � II FC IC/GAPA LAAM B X LDE N I 178 . 852 ac . H 132 . 793 ac . TCH LL � ' _ Z � I 7 PR SP T ROAD - - . - J PRO PECT OAD ♦ 1 I PARA IGM 7 . 35 ac . I CSURF I 142 . 435 ac. I ♦ r DISTRI T TOTAL = 471 , 43 ac . r 1 " 1 � r ♦ I ♦ I 1 \ , 1000 0 1000 Feet ♦ ( IN FEET ) ♦ 1 inch = 1000ft. OESCRIPnON NENORTHERN 1-25/PROSPECT INTERCHANGE DISTRICT BOUNDARY MAP ENGINEERING METROPOLITAN DISTRICT IxuwR er sure EXHIBIT FORT COLLINS C. Snowdon ill = 1000' FORT COLLIN& 301 North Howes Street, Suite 100. 80521 970.221.4158 COLORADO MTE PRWEC'r B GREELEY: 820 8th Street, 80631 rwrthemengireering.00m January 31 . 2018 102-002 EXHIBIT C I-25/Prospect Interchange Metropolitan District Vicinity Map 40780828.v1 Lit EJIZ � � , . ' Z ' . INN 211 XI E ULB � STREET I H A 50 Vv . � � 1 � • . .NL /; /'ij /// /, , : i; i ITCH LL Y P. ' _ P SPECT R A , , /;// ;/ OSPECT ROAD IN I PROPOSED -�` I -25/PROSPECT YR POSED r i A y J I -25/PROSPECT INTERCHANGE. ' ' " METROPOLITAN INTERCHANGE // DISTRICT ' i\ : : METROPOLITAN ' DISTRICT 0;^ DRAKE ROIN < : IN rT-7', f .�; mil% I I f ^ its, • IN L _,� ,.,fin . �;; '�� — \'_•. IN � , , m 2000 Feet to � J<; rlil, v ( IN FEET ) cc���D - �7 �✓ 1 inch = 2000ft. DESCRIPTION NORTHERN 1 -25/PROSPECT INTERCHANGE VICINITY MAP ENGINEERING METROPOLITAN DISTRICT DRAM er SCALE EXHIBIT FORT COLLINS C. Snowdon 1" = z000' FORT COLLINS: 301 North Howes Street, Su to 100 80521 970 221 4158 COLORADO DATE PROJECT C GREELEY. 820 8th Street, 80631 northemengineering ore January 31 , 2018 102-002 EXHIBIT D I-25/Prospect Interchange Metropolitan District Capital Pledge Agreement 40780828.v1 CAPITAL PLEDGE AGREEMENT This CAPITAL PLEDGE AGREEMENT, made and entered into as of 2018 (this "Capital Pledge Agreement" or this "Agreement"), by and between the I-25/PROSPECT INTERCHANGE METROPOLITAN DISTRICT, a special district organized and existing under the laws of the State of Colorado (the "Interchange District") and the CITY OF FORT COLLINS , a Colorado home rule municipality (the "City") (each a "Party" and jointly the "Parties), WITNESSETH . WHEREAS , pursuant to a Memorandum of Understanding dated as of January 30, 2018 (the "MOU") by and among the City and the other parties identified therein (the "Owners"), the City and the Owners established a non-binding outline of documents and terms to be negotiated for the sharing of costs of improvements to the highway interchange at Interstate Highway 1-25 and Prospect Road in the City; and WHEREAS , one of the documents contemplated by the MOU was an intergovernmental agreement between the Interchange District and the City, identified as the Capital Pledge Agreement, whereby the Interchange District would pledge certain revenues as security for its obligation to pay the Owners ' Share of the cost of such improvements ; and WHEREAS, this Agreement shall constitute the Capital Pledge Agreement contemplated by the MOU; NOW, THEREFORE, for and in consideration of the promises and mutual covenants and understandings herein, the Parties hereby agree as follows : ARTICLE I DEFINITIONS AND INTERPRETATION Section 1 .01 . Definitions. Capitalized terms used herein and not defined in the Recitals above or elsewhere in this Agreement shall have the meanings, respectively, specified in Appendix A hereto . Section 1 .02. Interpretation. In this Agreement, unless the context expressly indicates otherwise, the following words shall be interpreted as set forth below: (a) The words "herein," "hereunder," "hereby," "hereto," "hereof and any similar words, refer to this Agreement as a whole and not to any particular article, section, or subdivision hereof; the word "heretofore" means before the date of execution of the Agreement; and the term "hereafter" means after the date of execution of this Agreement. (b) All definitions, terms, and words shall include both the singular and the plural, and, except as otherwise expressly defined in the text of this Agreement, all capitalized words or terms shall have the meanings specified in Appendix A attached hereto. (c) Words of the masculine gender include correlative words of the feminine and neuter genders, and words importing the singular number include the plural number and vice versa. (d) The captions or headings of this Agreement are for convenience only, and in no way define, limit, or describe the scope or intent of any provision, article, or section of this Agreement. (e) All schedules, exhibits, and addenda referred to herein are incorporated herein by this reference . ARTICLE II FUNDING OF THE PROJECT; PAYMENT OBLIGATION Section 2.01 . Covenant of the City to Finance Project. The City agrees that, subject to annual appropriation by the City Council, it shall fund all the costs of the Project that are not being paid by CDOT. The City expects to finance a portion of such costs through the execution and delivery of the Certificates of Participation. Section 2.02. Calculation of Owners ' Share. The Owners ' Share shall be the share of the costs of the Project to be funded by the Interchange District in accordance with the terms and provisions of the Binding Agreement and this Capital Pledge Agreement. The Owners agreed to fund costs of the Project in the amount of $8 ,250,000, plus financing costs and interest as provided in this Agreement. In connection with the execution and delivery of the Binding Agreement, the City granted the TCEF Credit in the amount of $700,000, which reduced the amount that the Owners ' agreed to pay to fund the Project to $7,550,000, plus financing costs and interest. The City has agreed in the Binding Agreement to grant the ROW Credit in the amount of $500,000 to further reduce the principal amount of the Owners ' Share upon compliance with the provisions set forth in Section 2. 3 of the Binding Agreement. The initial principal amount of the Owners' Share shall be calculated on the date of execution and delivery of the Certificates of Participation. The principal amount of the Owners ' Share shall be an amount equal to $7,550,000, plus the Interchange District Financing Costs, less the ROW Credit to the extent that the ROW Credit has been granted on or prior to the execution and delivery of the Certificates of Participation. Upon the execution and delivery of the Certificates of Participation, the City shall determine the Interchange District Financing Costs which shall be added to the principal amount of the Owners ' Share. The principal amount of the Owners ' Share shall bear per annum interest at the net effective interest rate borne by the Certificates of Participation beginning on the date of execution and delivery of the Certificates of Participation. The City shall prepare or cause to be prepared a Payment Schedule that sets forth a twenty year principal amortization of the Owners' Share, bearing interest at the net effective interest rate on the Certificates of Participation, with level debt service payments rounded to the nearest $ 1000. The Payment Schedule shall set forth the principal amount due in each year, plus the interest due in each year. The City shall remit such Payment Schedule to the Interchange District and the Owners, and such Payment Schedule shall be binding on the Parties absent manifest error. 2 In the event that all of the outstanding Certificates of Participation are refinanced by the City at a lower interest rate, the interest rate on the Owners ' Share shall be reduced to the net effective interest rate borne by the refunding certificates or other refunding obligations, and the City shall prepare a revised Payment Schedule reflecting the lower interest rate. The Interchange District acknowledges and agrees that the obligation to pay the Owners ' Share is not contingent on the Certificates of Participation remaining outstanding. The obligation to pay the Owners' Share shall continue notwithstanding that the City may prepay all or any portion of the outstanding Certificates of Participation, or that an event of default or an event of non= appropriation may occur under the lease documents relating to the Certificates of Participation. Section 2.03. Funding of Owners' Share. The Interchange District agrees to fund the Owners ' Share solely from the Pledged Revenues, as follows : (a) The Owners' Share shall be payable in twenty installments in the amount set forth in the Payment Schedule on or prior to December 1 of each year, beginning December 1 , 2019, subject to adjustment for prepayment of principal and the ROW Credit as hereinafter set forth. (b) On or prior to the last day of each month, the Interchange District shall remit or cause to be remitted to the City all Pledged Revenues that it or the PIF Collection Agent received through the last day of the prior month. The City shall provide written acknowledgement to the Interchange District of the receipt of such Pledged Revenues, including the amount of Project Fee revenues that have been collected and retained by the City pursuant to Section 2 . 05 hereof. (c) On or prior to December 1 of any given year, the Interchange District shall provide written notice to the City of the amount of revenues from the Project Mill Levy that have been applied to the payment or reimbursement of Formation Costs, if any. The Interchange District shall have the right to apply revenues from the Project Mill Levy to the repayment or reimbursement of Formation Costs, but the Interchange District shall not receive a credit toward the Owners ' Share in the event of such repayment or reimbursement. (d) On or prior to December 1 of any given year, the Interchange District shall also provide written notice to the City of the Eligible Operational Costs incurred by the Interchange District in such year, together with any documentation of such Eligible Operational Costs as reasonably requested by the City. The amount of the Eligible Operational Costs incurred by the Interchange District in each year shall be applied as a credit (i) first toward the interest due on the Owners ' Share in such year, and (ii) second toward the principal amount of the Owners ' Share due in such year. (e) In the event that on December 1 of any given year the amount of Pledged Revenues remitted to the City in such year, plus the amount of the Eligible Operational Costs for such year, are less than the Owners ' Share due on or prior to December 1 of such year, after any credit as hereinafter set forth, the amount of any such deficit shall begin to 3 bear interest on December 1 of such year, until such deficit is paid, at a fixed rate equal to the rate the City then charges under its "Inter-agency Loan Program" found in Section 8 . 8 of its "Financial Management Policy 8". Any Pledged Revenues thereafter remitted shall be applied (i) first to any interest due on such deficit, (ii) second to the repayment of the principal amount of such deficit that remains outstanding, (iii) third to the annual interest payment due on or prior to the following December 1 , and (iv) fourth to the annual principal payment due on or prior to the following December 1 . In the event that on December 1 of any given year the amount of Pledged Revenues remitted to the City, plus the amount of the Eligible Operational Costs for such year, are more than the amount of the Owners ' Share due on or prior to December 1 of such year, and any deficit from any prior years, plus interest on any such deficit, have been paid in full, then such excess Pledged Revenues shall be credited first against the interest amount of the Owners ' Share due in the next subsequent year, and then against the principal amount of the Owners ' Share due in the next subsequent year. (f) No later than December 31 in each year, the City shall provide the Interchange District with a summary of (i) the Pledged Revenues received in such year through December 1 of such year, (ii) the amount of the Eligible Operational Costs credited to the payment of the interest and principal of the Owners ' Share in such year, (iii) the amount of any credit or deficit remaining as of December 1 of such year, (iv) the amount of unpaid interest, if any, as of December 1 of such year, and (v) the total amount of the Owners' Share paid or credited through December 1 of such year. (g) The Parties acknowledge and agree that so long as (i) the Project Mill Levy, the Project Fees and the Interchange PIF are being imposed and collected in accordance with the Binding Agreement and this Capital Pledged Agreement, and (ii) the Interchange District is remitting or causing the remittance of all the Pledged Revenues to the City in accordance with the provisions of this Capital Pledge Agreement, then in the event that there are insufficient Pledged Revenues to pay the full amount of the Owners ' Share due in any year, this shall not constitute an event of default hereunder, but the unpaid amount of the Owners ' Share shall remain outstanding until paid in full and interest shall accrue on any payment deficit as set forth in Section 2.03 (e) hereof. (h) The Interchange District may prepay the Owners ' Share in whole or in part in any amount, on any date, without prepayment premium. Any such prepayment shall be applied first to any unpaid interest due on the Owners' Share. After any such unpaid interest has been paid, the remainder of such prepayment may be applied against the principal amounts due on the Owners' Share in inverse order of the principal payments due, or pro-rata to payments that are due, or in such other manner as determined in writing by the Interchange District. Upon any such partial prepayment, the Interchange District shall provide the City with a revised Payment Schedule. (i) The ROW Credit shall be applied as a credit against the principal amount of the Owners ' Share, as provided in Section 2 . 3 of the Binding Agreement. Upon the granting of such ROW Credit, the Owners have the right under the Binding Agreement to determine how the ROW Credit will be applied against the principal amount of the Owners ' Share. Upon receipt of written notice by the Interchange District from the Owners of the 4 application of the ROW Credit, the Interchange District shall provide the City and the Owners with the revised Payment Schedule reflecting such ROW Credit. 0 ) The obligation of the Interchange District to pay the Owners ' Share as provided herein shall constitute a special and limited obligation of the Interchange District, payable solely from and to the extent of the Pledged Revenues. The Pledged Revenues are hereby pledged by the Interchange District to the City for the payment of the Owners' Share. The Interchange District hereby elects to apply all of the provisions of the Supplemental Act to this Capital Pledge Agreement and the payment obligations hereunder. (k) In no event shall the total or annual obligations of the Interchange District hereunder exceed the maximum amounts permitted under its electoral authority and applicable law. Section 2.04. Imposition of Project Mill Levy; Eligible Operational Costs ; Formation Costs . (a) In order to fund a portion of the Owners' Share and to pay for Eligible Operational Costs and Formation Costs, the Interchange District agrees to levy on all of the taxable property in such Interchange District, in addition to all other taxes, direct annual taxes for collection in each of the years when this Agreement is in effect, in the amount of the Project Mill Levy. The Pledged Project Mill Levy Revenues shall be included in the Pledged Revenues and applied as provided herein. (b) The Interchange District shall provide the City with an itemization of the Formation Costs incurred by the Interchange District that are to be paid or reimbursed from revenues generated from the Project Mill Levy, in an amount not exceeding $200,000 . The City shall have the right to review the Formation Costs to confirm that such costs, fees and expenses qualify as Formation Costs for purposes of this Agreement. Upon receipt of the net revenues generated from the Project Mill Levy, and after the City' s confirmation of the Formation Costs, the Interchange District may apply such revenues to the payment or reimbursement of all or any portion of the Formation Costs until such Formation Costs are paid or reimbursed in full. The Interchange District acknowledges and agrees that it shall not receive a credit against the Owners' Share to the extent that it applies revenues from the Project Mill Levy to the payment of all or any portion of the Formation Costs. ( c) The Interchange District shall provide the City with a copy of its proposed budget for the subsequent fiscal year setting forth the amount of administrative and operating expenses budgeted for the Interchange District for the subsequent fiscal year. If a budget amendment is required due to circumstances that could not have been reasonably foreseen at the time the original budget was adopted, the Interchange District shall provide the City with a copy of the proposed budget amendment setting forth the amount of additional administrative and operating expenses anticipated for the applicable year, and the reason for the increase. The City shall have the right to review the budget and any subsequent budget amendment to confirm that the amount so budgeted for administrative and operating expenses is reasonable, and that any amendment to the budget was the result 5 of circumstances that could not have been reasonably foreseen. The Eligible Operational Costs for any year shall not exceed the amount set forth in the budget and any such budget amendment, as reviewed and approved by the City. The Interchange District agrees that any administrative and operating costs incurred by the Interchange District that exceed the amount so budgeted for any year, including any approved budget amendment, shall not constitute Eligible Operational Costs for purposes of this Agreement and shall not be paid or reimbursed from the revenues generated from the Project Mill Levy or any other Pledged Revenues. (d) Upon receipt of the net revenues generated from the Project Mill Levy, the Interchange District may apply such revenues to the payment of Eligible Operational Costs and any Carryover Costs (as hereinafter defined). In the event that there are not sufficient revenues generated from the Project Mill Levy in any year to pay the Eligible Operational Costs, such deficit shall constitute "Carryover Costs" for purposes of this Agreement, and the next available revenues generated from the Project Mill Levy may be applied first to the repayment of these Carryover Costs. In the event that there are not sufficient revenues generated from the Project Mill Levy in any year to pay any outstanding Carryover Amounts and the Eligible Operational Costs in such year, any such deficit amount shall be added to the outstanding Carryover Costs. The City acknowledges and agrees that the Interchange District will receive a credit each year against the Owners ' Share in an amount equal to the Eligible Operating Costs incurred by the Interchange District for such year, as further set forth in Section 2 .03 (d) hereof. (e) This Section 2 .04 is hereby declared to be the certificate of the Interchange District to the Board of County Commissioners of Larimer County indicating the aggregate amount of taxes to be levied for purposes of this Agreement and the payment obligations hereunder. (f) It shall be - the duty of the Interchange District annually at the time and in the manner provided by law for the levying of the Interchange District' s taxes, if such action shall be necessary to effectuate the provisions of this Agreement, to ratify and carry out the provisions hereof with reference to the Project Mill Levy and collection of the proceeds thereof, and to require the officers of the Interchange District to cause the appropriate officials of Larimer County to levy the Project Mill Levy and to extend and collect such taxes in the manner provided by law, for the purpose of providing funds for the payment of the Owners ' Share promptly as the installments of the same, respectively, become due. The proceeds of the Pledged Project Mill Levy Revenues, when collected, shall be applied only to the payment of the Owners ' Share due hereunder. (g) The Project Mill Levy shall be levied, assessed, collected, and enforced at the time and in the form and manner and with like interest and penalties as other general taxes in the State of Colorado . (h) The Interchange District shall pursue all reasonable efforts to collect, or cause the collection of, delinquent ad valorem property taxes within its boundaries. 6 (i) Upon payment in full of the Owners ' Share, the Interchange District' s obligation to impose the Project Mill Levy shall terminate. (j) Nothing herein shall be construed to require the Interchange District to impose an ad valorem property tax levy in excess of the Project Mill Levy. Except as provided by the Service Plan of the Interchange District, nothing herein shall be construed to prevent the Interchange District from imposing an ad valorem property tax levy in excess of the Project Mill Levy to pay administrative expenses in excess of the Eligible Operational Costs or for other lawful purposes. Section 2.05. Imposition of Project Fees . In order to provide additional Pledged Revenues to fund the Owners' Share, the Interchange District agrees to impose and collect or cause the collection of the Project Fees, which Project Fees shall be included in the Pledged Revenues and applied as provided herein. The Interchange District agrees to take all necessary and proper steps promptly to adopt, impose and enforce the payment of Project Fees at the time of issuance of each vertical development permit by the City. For the purpose of administering and facilitating the collection of Project Fees, the City agrees to promptly notify the Interchange District whenever application is made for a vertical building permit for structures or other improvements on any of the Properties, and to collect the Project Fees on behalf of the Interchange District. The City shall send written notice each month to the Interchange District as to the amount of Project Fees so collected in such month. The City shall be allowed to retain the Project Fees so collected and shall credit the Project Fees so collected, without deduction for any collection costs, to the amounts due to the City hereunder, in accordance with Section 2 . 03 hereof. The Interchange District shall not modify, amend or repeal the resolution or resolutions imposing the Project Fees in any manner or to any extent that would result in a reduction of the rates or amount of Project Fees without the prior written consent of the City. Upon payment in full of the Owners' Share, the Interchange District' s obligation to impose the Project Fees shall terminate. Section 2.06. Collection of PIF Revenues. As provided in the Binding Agreement, the Owners have caused or will cause to be recorded with respect to the Properties in the Interchange District the Interchange PIF Covenant, touching, concerning and running with the land, whereby during the term of this Agreement there are to be collected and paid to the Interchange District the proceeds derived from the imposition of a retail sales tax PIF at a rate equal to 0.75%, net of any reasonable administrative fees for collection, on all future retail sales on the Properties that are also subject to the City' s sales taxes under Article III, Chapter 25 of the City Code, which amounts, when and as received by the Interchange District, shall be included in the Pledged Revenues. The Interchange PIF revenues shall be collected pursuant to the terms and provisions of the Interchange PIF Collection Agreement. The City shall have the right to review the Interchange PIF Collection Agreement to confirm compliance with the terms and provisions of the Binding Agreement and this Capital Pledge Agreement. Section 2.07. Payment and Application of Pledged Revenues. On or prior to the last day of each month, the Interchange District shall remit or cause to be remitted to the City all Pledged Revenues that it or the PIF Collection Agent received through the last day of the prior month. Such payment shall be made in lawful money of the United States of America by check 7 mailed or delivered, or by wire transfer, to the City or as otherwise directed by the City. The City shall acknowledge in writing the receipt of all amounts paid to it by the Interchange District or the PIF Collection Agent from Pledged Revenues. The books and records of the Interchange District and the PIF Collection Agent pertaining to the collection and receipt of the Pledged Revenues shall be open for inspection by the authorized representatives of the City during business hours upon reasonable notice. The books and records of the City pertaining to the collection and receipt of the Project Fees shall be open for inspection by the authorized representatives of the Interchange District during business hours upon reasonable notice. Such access shall be subject to the provisions of the Colorado Open Records Act contained in Article 72 of Title 24, C.R. S . In the event of disputes or litigation between the Parties hereto, all access and requests for such records shall be made in compliance with the Colorado Open Records Act. Section 2.08. Effectuation of Pledge of Security, Current Appropriation . The sums required to pay the amounts due hereunder are hereby appropriated for that purpose, and said amounts for each year shall be included in the annual budget and the appropriation measures to be adopted or passed by the Board of the Interchange District in each year while any of the obligations herein authorized are outstanding and unpaid. No provisions of any constitution, statute, resolution or other order or measure enacted after the execution of this Agreement shall in any manner be construed as limiting or impairing the obligation of the Interchange District under this Agreement to impose and collect the Project Mill Levy, to impose and collect the Project Fees and to collect the PIF ' s. In addition, and without limiting the generality of the foregoing, the obligations of the Interchange District to transfer or cause the transfer of funds to the City as provided herein shall survive any court determination of the invalidity of this Capital Pledge Agreement as a result of a failure, or alleged failure, of any of the directors of the Interchange District to properly disclose, pursuant to State of Colorado law, any potential conflicts of interest related hereto in any way, provided that such disclosure is made on the record of Interchange District' s meetings as set forth in its official minutes. Section 2.09. Limited Defenses ; Specific Performance. It is understood and agreed by the Interchange District that its obligations hereunder are absolute, irrevocable, and unconditional except as specifically stated herein, and so long as any obligation of the Interchange District hereunder remains unfulfilled, any obligations remain outstanding or any costs in connection therewith remain unpaid, such Interchange District agrees that notwithstanding any fact, circumstance, dispute, or any other matter, it will not assert any rights of setoff, counterclaim, estoppel, or other defenses to its payment obligations, or take or fail to take any action which would delay a payment to the City or impair the City' s ability to receive payments due hereunder. Notwithstanding that this Agreement specifically prohibits and limits defenses and claims of the Interchange District, in the event the Interchange District believes that it has valid defenses, setoffs, counterclaims, or other claims other than specifically permitted by this Section 2 . 09, it shall, nevertheless, make all payments to the City as provided herein, and then may seek to recover such payments by actions at law or in equity for damages or specific performance, respectively. 8 Section 2. 10. Future Exclusion of Property. The Interchange District shall not consent to the exclusion of any real property from within its boundaries without the prior written consent of the City Council, which consent shall be evidenced by resolution. Section 2. 11 . Additional Covenants of the Interchange District. The Interchange District additionally covenants as follows: (a) The Interchange District will not issue or incur bonds, notes, or other obligations payable in whole or in part from, or constituting a lien upon, the general ad valorem taxes of such Interchange District (other than general ad valorem taxes imposed for the purpose of funding operation, maintenance and administrative costs incurred by the Interchange District, provided that such taxes are not imposed in excess of the amount permitted under its Service Plan after first taking into account the imposition of the Project Mill Levy), Project Fees or Interchange PIF ' s included in Pledged Revenues, other than obligations subject to annual appropriation and which are expressly subject to the obligations of the Interchange District hereunder, without the prior written consent of the City. (b) At least once a year in the time and manner provided by law, the Interchange District will cause an audit to be performed of the financial records relating to its revenues and expenditures. In addition, at least once a year in the time and manner provided by law, the Interchange District will cause a budget to be prepared and adopted. Copies of the budget and the audit will be filed and recorded in the places, time, and manner provided by law. ARTICLE III REPRESENTATIONS AND WARRANTIES Section 3.01 . Representations and Warranties of the Interchange District. The Interchange District hereby makes the following representations and warranties with respect to itself. (a) The Interchange District is a quasi-municipal corporation and political subdivision duly organized and validly existing under the laws of the State . (b) The Interchange District has all requisite corporate power and authority to execute, deliver, and to perform its obligations under this Capital Pledge Agreement. The Interchange District' s execution, delivery, and performance of this Capital Pledge Agreement has been duly authorized by all necessary action. The authorization for issuance of debt, fiscal year spending, revenue collections and other constitutional matters requiring voter approval by the Interchange District for purposes of this Capital Pledge Agreement was approved at the Election in accordance with law and pursuant to due notice. The performance of the terms of this Capital Pledge Agreement by the Interchange District requires no further electoral approval. (c) The Interchange District is not in violation of any of the applicable provisions of law or any order of any court having jurisdiction in the matter, which 9 violation could reasonably be expected to materially adversely affect the ability of the Interchange District to perform its obligations hereunder. The execution, delivery and performance by the Interchange District of this Capital Pledge Agreement (i) will not violate any provision of any applicable law or regulation or of any order, writ, judgment, or decree of any court, arbitrator, or governmental authority, (ii) will not violate any provision of any document or agreement constituting, regulating, or otherwise affecting the operations or activities of the Interchange District in a manner that could reasonably be expected to result in a material adverse effect upon its financial condition or ability to meet its obligations when due, and (iii) will not violate any provision of, constitute a default under, or result in the creation or imposition of any lien, mortgage, pledge, charge, security interest, or encumbrance of any kind on any of the revenues or other assets of the Interchange District pursuant to the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which the Interchange District is a party or which purports to be binding upon the Interchange District or upon any of its revenues or other assets which could reasonably be expected to result in a material adverse effect upon its financial condition or ability to meet its obligations when due. (d) The Interchange District has obtained all consents and approvals of, and has made all registrations and declarations with any governmental authority or regulatory body required for the execution, delivery, and performance by the Interchange District of this Capital Pledge Agreement. (e) There is no action, suit, inquiry, investigation, or proceeding to which the Interchange District is a party, at law or in equity, before or by any court, arbitrator, governmental or other board, body, or official which is pending in connection with any of the transactions contemplated by this Capital Pledge Agreement nor, to the best knowledge of the Interchange District is there any basis therefor, wherein an unfavorable decision, ruling, or finding could reasonably be expected to have a material adverse effect on the validity or enforceability of, or the authority or ability of the Interchange District to perform its obligations under, this Capital Pledge Agreement. (f) This Capital Pledge Agreement constitutes the legal, valid, and binding obligation of the Interchange District, enforceable against the Interchange District in accordance with its terms (except as such enforceability may be limited by bankruptcy, moratorium, or other similar laws affecting creditors ' rights generally and provided that the application of equitable remedies is subject to the application of equitable principles). ARTICLE IV DEFAULT AND REMEDIES Section 4.01 . Events of Default. The occurrence or existence of any one or more of the following events shall be an "Event of Default" hereunder, and there shall be no default or Event of Default hereunder except as provided in this Section: (a) the Interchange District fails or refuses to impose the Project Mill Levy, or the Project Fees, or to enforce its rights in connection with the Interchange PIF' s, or to 10 remit or cause the remittance of the Pledged Revenues as required by the terms of this Capital Pledge Agreement; (b) any representation or warranty made by either Parry in this Capital Pledge Agreement proves to have been untrue or incomplete in any material respect when made; (c) either party fails in the performance of any other of its covenants in this Capital Pledge Agreement, and such failure continues for 60 days after written notice specifying such default and requiring the same to be remedied is given to either of the Parties hereto; (d) the Interchange District commences proceedings for dissolution or consolidation with another metropolitan district during the term of this Agreement; or (e) (i) the Interchange District shall commence any case, proceeding, or other action (A) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order for relief entered with respect to it or seeking to adjudicate it insolvent or bankrupt or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, or other similar official for itself or for any substantial part of its property, or shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against it any case, proceeding, or other action of a nature referred to in clause (i) and the same shall remain undismissed within 90 days following the date of filing; or (iii) there shall be commenced against it any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, distraint, or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed, or bonded pending appeal within 90 days from the entry thereof; or (iv) it shall take action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (i), (ii) or (iii) above; or (v) it shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due. Section 4.02. Remedies For Events of Default. Subject to Section 2 . 09 hereof, upon the occurrence and continuation of an Event of Default, either Party may proceed to protect and enforce its rights against the Party causing the Event of Default by mandamus or such other suit, action, or special proceedings in equity or at law, in any court of competent jurisdiction, including, without limitation, an action for specific performance, provided that no special or consequential damages shall be awarded in connection with any Event of Default hereunder. In the event of any litigation or other proceeding to enforce any of the terms, covenants or conditions hereof, the prevailing party in such litigation or other proceeding shall obtain, as part of its judgment or award, its reasonable attorneys' fees and costs. 11 ARTICLE V MISCELLANEOUS Section 5.01 . Pledge of Revenue. The creation, perfection, enforcement, and priority of the pledge of the Pledged Revenues to secure or pay the payment obligations of the Interchange District shall be governed by Section 11 -57-208 of the Supplemental Act and this Capital Pledge Agreement. The Pledged Revenues shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against any of the Interchange District irrespective of whether such persons have notice of such liens. Section 5.02. No Recourse Against Officers, Agents or Owners. Pursuant to Section 11 -57-209 of the Supplemental Act, if a member of the Board of Directors of the Interchange District, or any officer or agent thereof, acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the payment obligations of the Interchange District. Such recourse shall not be available either directly or indirectly through the Board or the Interchange District, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of this Capital Pledge Agreement and as a part of the consideration hereof, the City specifically waives any such recourse. In addition to the immunities provided by the Supplemental Act and this Section to such Board members, officers or agents in their official capacities, there shall not be personal recourse to any Owner under any provision of this Agreement. Section 5.03. Conclusive Recital. Pursuant to Section 11 -57-210 of the Supplemental Act, it is hereby recited that this Capital Pledge Agreement and each of the obligations of the Interchange District hereunder are issued pursuant to the Supplemental Act, and such recital is conclusive evidence of the validity and the regularity of this Capital Pledge Agreement and such obligations after their delivery for value. The Interchange District hereby acknowledges the receipt of value for the execution and delivery of this Capital Pledge Agreement and the issuance of the obligations evidenced hereby, in the form of the City' s commitment to finance the Project in accordance with the terms and provisions of the Binding Agreement and this Capital Pledge Agreement, other good and valuable consideration. Section 5.04. Limitation of Actions. Pursuant to Section 11 -57-212, C .R. S . , no legal or equitable action brought with respect to any legislative acts or proceedings in connection with the authorization, execution, or delivery of this Capital Pledge Agreement shall be commenced more than thirty days after the authorization of this Capital Pledge Agreement. Section 5.05. Notices. Except as otherwise provided herein, all notices or payments required to be given under this Agreement shall be in writing and shall be hand delivered or sent by certified mail, return receipt requested, or air freight, to the following addresses : 12 I-25/Prospect Interchange Metropolitan District: With a copy to . White Bear Ankele Tanaka & Waldron c/o Robert G. Rogers, Esq. 2154 E. Commons Ave, Suite 2000 Centennial, CO 80122 30345 & 1800 rrogers@wbapc. com City of Fort Collins : Mike Beckstead Chief Financial Officer 300 LaPorte Avenue PO Box 580 Fort Collins, CO 80524 970-221 -6795 mbeckstead@fcgov.com With a copy to : John Duval Deputy City Attorney 300 LaPorte Avenue PO Box 580 Fort Collins, CO 80524 970416-2488 jduval@fcgov.com All notices or documents delivered or required to be delivered under the provisions of this Agreement shall be deemed received one day after hand delivery or three days after mailing. Any parry by written notice so provided may change the address to which future notices shall be sent, and may provide the manner in which notices may be given, including without limitation, electronic mail. Section 5.06. Findings and Determinations Relative to Service Plan and Electoral Debt Limitations. The Board of Directors of the Interchange District has made, and by approval of this Capital Pledge Agreement hereby makes, the following findings and determinations relative to the limitations on indebtedness set forth in its Service Plan and applicable electoral authorization: (a) Pursuant to its Service Plan, Interchange District is permitted to issue "Debt" (as defined therein) in the maximum principal amount of $ The maximum principal amount, total repayment cost and annual repayment cost of the Debt of the Interchange District approved at the Election were $ , $ , and $ , respectively, and the payment obligations of the Interchange District do 13 not exceed any of such approved amounts. $ of such principal authorization is allocated to the payment obligations evidenced by this Capital Pledge Agreement. (b) Prior to the execution and delivery of this Capital Pledge Agreement the Interchange District had no Debt outstanding. (c) As of the date of its execution and delivery this Capital Pledge Agreement represents the sole Debt of the Interchange District. Section 5.07. General. (a) This Capital Pledge Agreement and the Binding Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Capital Pledge Agreement and the Binding Agreement and supersede all prior and contemporaneous understandings or agreements of the parties, including without limitation, the MOU . This Capital Pledge Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No Party has been induced to enter into this Capital Pledge Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment, or warranty except those expressly set forth in this Capital Pledge Agreement. (b) If any term or provision of this Capital Pledge Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Capital Pledge Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Capital Pledge Agreement. If any provision or part thereof of this Capital Pledge Agreement is stricken in accordance with the provisions hereof, then such stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible . (c) It is intended that there be no third-party beneficiaries of this Capital Pledge Agreement, other than the Owners. Nothing contained herein, expressed or implied, is intended to give to any person, other than the Owners, any claim, remedy, or right under or pursuant hereto, and any agreement, condition, covenant, or term contained herein required to be observed or performed by or on behalf of any Party hereto shall be for the sole and exclusive benefit of the other Party, and the Owners. (d) This Capital Pledge Agreement may not be assigned or transferred by any Party without the prior written consent of the other Party. Any such assignment or transfer without the required prior written consent shall be deemed null and void and of no effect. (e) This Capital Pledge 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 Capital Pledge Agreement shall be in Larimer County District Court of the Eighth Judicial District for the State of Colorado. 14 (f) This Capital Pledge Agreement may be amended or supplemented by the Parties, but any such amendment or supplement must be in writing and must be executed by both Parties. (g) If the date for making any payment or performing any action hereunder shall be a legal holiday or a day on which banks in Denver, Colorado are authorized or required by law to remain closed, such payment may be made or act performed on the next succeeding day which is not a legal holiday or a day on which banks in Denver, Colorado are authorized or required by law to remain closed. (h) Each Party has participated fully in the review and revision of this Capital Pledge Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Capital Pledge Agreement. The language in this Capital Pledge Agreement shall be interpreted as to its fair meaning and not strictly for or against any Parry. (i) This Capital Pledge Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 0 ) The Interchange District and the City shall have the right to access and review each other' s records and accounts, at reasonable times during regular office hours, for purposes of determining compliance with the terms of this Agreement. Such access shall be subject to the provisions of the Colorado Open Records Act contained in Article 72 of Title 24, C .R. S . In the event of disputes or litigation between the Parties hereto, all access and requests for such records shall be made in compliance with the Colorado Open Records Act. (k) The Parties each covenant that they will do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered, such acts, instruments, and transfers as may reasonably be required for the performance of their obligations hereunder. (1) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Section 5.08. Effective Date and Termination Date. This Agreement shall become effective on _, 2018 , and shall remain in effect until the payment in full of the Owners ' Share. 15 IN WITNESS WHEREOF, the Interchange District and the City have executed this Capital Pledge Agreement as of the day and year first above written. INTERCHANGE DISTRICT By: Title : ATTEST: Secretary CITY OF FORT COLLINS By: Mayor ATTEST: City Clerk 16 Appendix A (Definitions) 17 APPENDIX A MASTER GLOSSARY OF TERMS "Binding Agreement" means the Binding Agreement Concerning the Development of Interstate Highway 25 and Prospect Road Interchange by and among the City and the Owners. "Capital Pledge Agreement" means the Capital Pledge Agreement by and between the Interchange District and the City. "Carryover Costs " has the meaning set forth in Section 2 . 04(d) of the Capital Pledge Agreement. "CD07" means the Colorado Department of Transportation. "Certificates of Participation " means the Certificates of Participation that are expected to be executed and delivered to finance a portion of the costs of the Interchange Project that are not being paid by CDOT or Timnath. If the Certificates of Participation finance more than one project, the term "Certificates of Participation" shall mean only that pro rata portion of such Certificates that are allocable to the financing of the Interchange Project. "City" means the City of Fort Collins, a home rule municipality and political subdivision of the State of Colorado. "City Council" means the City Council of the City. "CSURF°' means the Colorado State University Research Foundation, a Colorado nonprofit corporation. "CSURF Parcels" means the property owned by CSURF and generally described in the MOU. "Development Metropolitan Districts" means, collectively, Gateway at Prospect Metropolitan District Nos. 1 -7 ; Rudolph Farms Metropolitan District Nos . 1 -6 ; and SW Prospect I25 Metropolitan District Nos. 1 -7 . "Development Mill Levy" means each of the mill levies imposed by the Development Metropolitan Districts. "Districts " means and includes the Interchange District and the Development Metropolitan Districts . "District Act" means Title 32, Article 1 , Colorado Revised Statutes, as amended. "District Fees" means and includes the fees imposed by the Development Metropolitan Districts pursuant to the District Act for services, programs or facilities furnished or to be furnished by them. District Fees are not required to be pledged as security for the obligations of the Interchange District. 1 "Election " means the election to be held by the Interchange District on May 8, 2018 . "Eligible Operational Costs" means the actual and reasonable operating and administrative expenses incurred by the Interchange District each year in an amount that does not exceed that amount budgeted by the Interchange District for operating and administrative expenses in such year, as such budget may be amended in accordance with the Capital Pledge Agreement. Revenues generated from the Project Mill Levy may be applied by the District to the payment of Eligible Operational Costs and the Interchange District shall receive a credit against the Owners' Share in each year in an amount equal to the Eligible Operational Costs for such year, as further set forth in the Capital Pledge Agreement. "FCIC" means Fort Collins/I-25 Interchange Corner, LLC, a Colorado limited liability Company. "FCIC Parcel" means the property owned by FCIC and generally described in the MOU . "Formation Costs " means the reasonable and necessary costs, fees and expenses, including attorneys ' fees, costs and expenses, incurred by the Owners or the Interchange District in connection with the formation of the Interchange District, including without limitation, drafting and negotiating the service plan for the Interchange District, the preparation of the financing plan attached to the service plan, and the costs of the Election. Formation Costs shall also include the share of the costs of drafting and negotiating the Binding Agreement and the Capital Pledge Agreement that are reasonably related and allocable to the formation of the Interchange District. Formation Costs shall not include the costs incurred in connection with the formation of the Development Districts. Revenues generated from the Project Mill Levy may be applied by the Interchange District to the payment or reimbursement of Formation Costs in an amount not exceeding $200 ,000 as further set forth in the Capital Pledge Agreement. The Interchange District shall not receive a credit against the Owners' Share in an amount equal to the Formation Costs. "GAP A " means Gateway at P rospectApartments, LLC, a Colorado limited liability company. "GAPA Parcel' means the property owned by GAPA and generally described in the MOU. "Interchange District" means the I-25/Prospect Interchange Metropolitan District formed pursuant to the District Act and having boundaries which include all of the Owners' Properties. "Interchange" means the highway interchange currently located at Interstate Highway I- 25 and Prospect Road in the City. "Interchange District Financing Costs " means the reasonable costs of issuance incurred in connection with the execution and delivery of the Certificates of Participation that are allocable to the financing of the Owners' Share with a portion of the proceeds of the Certificates of Participation, including, without limitation, the fees and expenses of bond counsel, disclosure counsel and counsel to the underwriter, trustee fees and expenses, rating agency fees, insurance premiums, capitalized interest, and similar fees and expenses. If the Certificates of Participation are executed and delivered prior to the ROW Credit being granted, the percentage of costs of 2 issuance to be allocated to the Interchange District shall be equal to $7, 550,000 divided by the total net proceeds of the Certificates of Participation to be applied to finance the Interchange Project (in a total amount not exceeding $ 19,000,000) . If the ROW Credit has been granted prior to the execution and delivery of the Certificates of Participation, the percentage of costs of issuance to be allocated to the Interchange District shall be equal to $7,050,000 divided by the total net proceeds of the Certificates to be applied to finance the Interchange Project (in a total amount not exceeding $ 18 ,500,000) . Notwithstanding the foregoing, in no event shall the Interchange District Financing Costs exceed an amount equal to two percent (2%) of the principal amount of the Owners ' Share as calculated at the time the Certificates of Participation are executed and delivered. "Interchange PIF " means a PIF imposed on the Properties at a rate of 0. 75 % on all future retail sales on the Properties that are subject to the City' s sales tax under Article III in City Code Chapter 25 . "Interchange PIF Collection Agent " means, collectively, an entity or entities retained by the Owners, as the declarants under the applicable Interchange PIF Covenant, with the approval of the Interchange District, for the purpose of collecting, accounting for, and disbursing the Interchange PIF revenue in accordance with the applicable Interchange PIF Covenant. The Owners shall not be required to have one entity serve as Interchange PIF Collection Agent for all the Interchange PIF Covenants. "Interchange PIF Collection Agreement " means an agreement or agreements related to the collection and remittance of the Interchange PIF revenue between the applicable Owner and the Interchange PIF Collection Agent. Any of the other Owners and the Interchange District may also be parties to the PIF Collection Agreement. "Interchange PIF Covenant" means the recorded instrument by which an Interchange PIF is imposed. "MOU" the Memorandum of Understanding dated as of January 30, 2018 , by and among the City and the Owners or their authorized representatives. "Owners" or "Property Owners " means and includes FCIC, GAPA, the TIC Owners, Paradigm and CSURF. "Owners ' Share" means the share of the cost of the Project to be funded by the Interchange District in accordance with the terms and provisions of the Binding Agreement and the Capital Pledge Agreement. The Owners ' Share shall be funded solely from the Pledged Revenues. "Paradigm" means Paradigm Properties LLC, a California limited liability company. "Paradigm Parcels" means the two parcels of land owned by Paradigm and generally described in the MOU. "Parties" means, collectively, the parties to the Binding Agreement or the Capital Pledge Agreement, as applicable. 3 "Payment Schedule " means the schedule that sets forth the Owners ' Share payments due in each year, including both a principal component and an interest component, as further set forth in the Capital Pledge Agreement. "PIF" means and includes any fee imposed for the provision of public improvements or services within the whole or any portion of the Interchange District or any District by the recording of covenants binding and running with any or all of the Properties by the Owners thereof. "PIF Collection Agent " means the entity or agent retained to collect the Interchange PIF . "Pledged Project Mill Levy Revenues " means the revenues derived from the Project Mill Levy, net of (a) any reasonable costs of collection, (b) Formation Costs, (c) Eligible Operational Costs paid by the Interchange District, and (d) any Carryover Costs. "Pledged Revenues " means the following: (a) Pledged Project Mill Levy Revenues ; (b) revenues generated from the Project Fees ; (c) revenues generated from the Interchange PIF, net of any reasonable costs of collection; and (d) any other legally available moneys which the Interchange District determines, in its sole discretion, to apply to the payment of the Owners ' Share. "Project" means the project to significantly modify and improve the Interchange by reconstructing its ramps and bridge and by reconstructing Prospect Road to a configuration with four through lanes, a raised median, left turn lanes and pedestrian and bicycle facilities, together with the Urban Design Features . The Project will be funded cooperatively by CDOT, the City, Timnath and the Interchange District, pursuant to the Binding Agreement, the Capital Pledge Agreement and the Timnath Agreement. "Project Fees" means fees imposed by the Interchange District pursuant to the Capital Pledge Agreement that are pledged to the payment of the Owners ' Share. The Project Fees shall be imposed in accordance with Exhibit A attached hereto and by this reference made a part hereof. Project Fees shall not be pledged as security for obligations of the Development Metropolitan Districts . "Project Mill Levy " means a general ad valorem property tax levy imposed by the Interchange District at a rate not less than 7 . 5 mills and not more than 10 mills in accordance with the Capital Pledge Agreement. In the event the method of calculating assessed valuation is changed after January 1 , 2018, such minimum or maximum mill levy, as applicable, will be increased or decreased to reflect such changes, such increases to be determined by the Board of the Interchange District in good faith (and such determination to be binding and final) so that to the extent possible, the actual tax revenues generated by such mill levy, as adjusted, are neither diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in 4 the ratio of actual valuation to assessed valuation shall be deemed a change in the method of calculating assessed valuation. "Project ROW' means those portions of the Properties to be used as rights of way for the Project, whether acquired by CDOT from the Property Owners by condemnation or purchase. "Properties" means and includes the CSURF Parcels, FCIC Parcel, GAPA Parcel, TIC Owners Parcel and the Paradigm Parcels. "Property Owners" means and includes FCIC, GAPA, the TIC Owners, Paradigm and CSURF. "ROW Credit" means a credit to be applied by the City against the payment of the Owners ' Share in the amount of $500,000, subject to the conditions stated in Section 2.3 of the Binding Agreement. "Service Plan" means and includes the service plan filed pursuant to the District Act with respect to each of the Districts. "Service Plans" means, collectively, all of the Service Plans. "Supplemental Act " means Part 2 of Article 57, Title 11 , C .R. S . " TCEF' means the City Transportation Capital Expansion Fee that is imposed pursuant to Fort Collins Code Section 7. 5 -32 . "TCEF Credit" means a credit to be applied by the City against the payment of the Owners ' Share in an amount equal to $700,000 . The TCEF Credit shall be applied at the time of execution and delivery of the Binding Agreement. " TABOR " means Colo. Const. Art. X, Sec. 20. " TIC Owners" means the CW Subtrust, M. Jennet White, Christopher White, Eric. S . White, Jane E. White, Jason R. White, Daniel A. White, New Direction IRA, Inc. FBO Barbara Ann Medina IRA, Booren Limited Liability Partnership, Dunkin Limited Liability Limited Partnership, Laura Snortland Fairfield, Robert C. Roth, Jr. and Robert Taylor, as tenants in common. "TIC Owners Parcel" means, collectively, the parcel or parcels owned by the TIC Owners and generally described in the MOU as the LAAM Parcels . "Timnath" means the Town of Timnath, Colorado . " Timnath Agreement" means the agreement between the City and Timnath, providing for Timnath' s reimbursement to the City of a portion of the costs of the Project. " Urban Design Features" means certain design improvements in the Project required under the City' s development standards, that will add approximately $7,000,000 to the cost of the 5 Project, which improvements are generally described on Exhibit B attached hereto and by this reference made a part hereof. 6 Exhibit A Project Fees Schedule by Land Use Type Land Use Type Fee / Acre Fee / Unit Light Industrial (Code 110) $2,400 N/A 50k+ GLA Commercial (Shopping Center - Code 820) $ 12,200 N/A Convenience Store ( Code 853) $50,000 N/A 200k+ GLA Office ( Code 710) $3,200 N/A Hotel (Code 310) N/A $310.00 Single Family Detached Residential (Code 210) N /A $350.00 Single Family Attached ( Code 220) N/A $270.00 Multi- Family (Code 221 ) N /A $200.00 Exhibit B Urban Design Features BRIDGE ENHANCEMENTS Structural Concrete Stain on Bridge Curb, Girders MSE Walls X Upgraded Pedestrian Rail on Bride 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 Turf Reinforcement Mat X Seed X Boulders X Irrigation Design X Irrigation Tap, Meter & Backflow X Irrigation Sleeves 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 Seed X Turf Reinforcement Mat X Irrigation Design X Irrigation Tap, Meter & Backflow X Irrigation Sleeves X 8 EXHIBIT E I-25/Prospect Interchange Metropolitan District Financial Plan ) U e d i 0 w : v Y qa � LL � � C M 0 0fig Q Q OD GpNp� YS 00 OV O N pmppo �p Q �y N T N0 ��pp (pp opp pp�� EEpp • O O O N V ONi N O OV o� �t+Npf O N C tr0 r n OD ON p i O O o .- c N O O i w 3 4 a °° W g ' �e °i .n n m o 0 cNi a 2 N 00 8 o w 5E g e O O U � � � (V N u _ 2 $ G 3 Poo n r n n r n n r r n E st o CpwD g Ld �pp CO Q � m OD N N ONi tmV O Ol O T N m aWD ' C7 n C) O CJ CV (J Oi p N CO CV Of M -or S M N V f0 ' ' 0 ' O N Cal O N r n (n V < U N N N N N N N N C EL o o � n m LL b yy 4ay V C7 tt) O LL1 CO m W W 0 0 0 0 �- .- N N N N CO y Z O + G O 06 Z W m V K � cep oVp cVp � � N N tp�0 pm t0 C�O N Q v L e CO O N 0 C N CO CO e n C (O O O N N CND ry � Q � Y m � � � � � '• � � � � � � � N N N N N Yr`I UJ c � O Q n 2 u r e z_ eo pp p p p p W e w O u� 0 N0 m nG p m Np pp_ Op O pN p N o Np c Np O • N O m N CO O < CD CO W W N N n r C7 th W W Q s CV W vr R) CG 0 0 N N R O CA CN r r m m C > N N N N N N N N N N N N N N s h ; is 0 0 0 0 0 0 0 0 0 0 0 0 0 ton O o 0 0 0 0 O O O m_ C ry s s 0 a m N Q m O n� a � { | § � � § IL LU U) � ° 22 � Ek � KkK $ Ekk � � § ( A % k 7 | ■ a | | \ k � $ kkk } } } of\ § § kk § } } § k ƒ $ 2 ) $ kKi % k § t � K0 Nm 3 \ k & $ k7k } } } k \ ( § K § \ } ) C _ , , , ; } kIL ® t f § Kkikkfk / ( RSP F § \ § - , § 5 § P ; 2El2 § E § § kk § % §wi „ _ , q ! k | » 2 ! 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That the City Council of the City of Fort Collins (the "City Council") set a public hearing for Tuesday, March 6, 2018 at 6 : 00 p.m. at the City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado (the "Hearing"), for the purpose of considering the Consolidated Service Plan (the "Service Plan") for the Districts and to form a basis for adopting a resolution approving, conditionally approving or disapproving the Service Plan; 2 . That, pursuant to § 32- 1 -204 . 55 C .R. S . , and the City of Fort Collins Policy for Reviewing Proposed Service Plans for Title 32 Metropolitan Districts, dated July 9 , 2008 , the Notice of Public Hearing on Consolidated Service Plan, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference, was sent by U. S . mail on February 14, 2018 , more than ten ( 10) days prior to the Hearing, to the property owners within the proposed Districts as listed on the records of the County Assessor, as set forth on the list attached hereto as Exhibit B and incorporated herein by this reference and; 3 . That the Notice of Public Hearing on Consolidated Service Plan was further published on February 12, 2018 in The Coloradoan. A copy of the Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan is attached hereto as Exhibit C and incorporated herein by this reference Signed this 281h day of February, 2018 . By: 1(�amy Abby Franz, aralegal 1587.0003 :884429 EXHIBIT A TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Notice of Public Hearing on Consolidated Service Plan for Property Owners) NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A SPECIAL DISTRICT IN RE THE ORGANIZATION OF I-25/PROSPECT INTERCHANGE METROPOLITAN DISTRICT, CITY OF FT, COLLINS , COUNTY OF LARIMER, STATE OF COLORADO NOTICE IS HEREBY GIVEN that, pursuant to § 32- 1 -204( 1 ), C .R. S . , a Service Plan (the "Service Plan") for the proposed 1-25/Prospect Metropolitan District ("District") has been filed and is available for public inspection in the office of the City Clerk of the City of Ft. Collins . A public hearing on the Service Plan will be held by the City Council of the City of Ft. Collins (the "City Council") on Tuesday, March 6 , 2018 , at 6 : 00 p .m. , at City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado, or as soon thereafter as the City Council may hear such matter. The District is a metropolitan district. Public improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed, specifically including related eligible costs for acquisition and administration, as authorized by the Special District Act, except as specifically limited in Section V of the District' s Service Plan to serve the future taxpayers and property owners of the District as determined by the Board of the District in its discretion. The maximum mill levy the District is permitted to impose upon the taxable property within the District for payment of Debt and shall be Ten ( 10) mills, subject to the limitations set forth in the Service Plan. The proposed district will overlay the four corners of the Prospect/I-25 Intersection. A description of the land contained within the boundaries of the proposed Districts is as follows : Tracts of land located in Sections 15 , 16, 21 , and 22, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado , containing approximately 471 .428 acres , as further described in the Service Plan. NOTICE IS FURTHER GIVEN that pursuant to § 32 - 1 -203 (3 . 5), C.R. S . , any person owning property in the proposed District may request that such property be excluded from the District by submitting such request to the Board of County Commissioners of Larimer County no later than ten days prior to the public hearing. All protests and objections must be submitted in writing to the City Manager at or prior to the public hearing or any continuance or postponement thereof in order to be considered. All protests and objections to the District shall be deemed to be waived unless presented at the time and in the manner specified herein. BY ORDER OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS EXHIBIT B TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Mailing List of Property Owners) Paradigm Properties LLC P . O. Box 3236 Ventura, CA 93006 Colorado State University P . O. Box 483 Fort Collins, CO 80522 Fort Collins/125 Interchange Corner, LLC 2 N. Cascade Ave. , Suite 590 Colorado Springs, CO 80903 CW Subtrust White Eric S C/O AGUR Foundation 4 W. Dry Creek Circle, Suite 100 Littleton, CO 80120 EXHIBIT C TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan) Account #: FTC-WB0073 FORT6COLLINS IIIIM Invoice Text COLOM� D-0 M� NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A STATE OF COLORADO ) ss: AFFIDAVIT OF PUBLICATION COUNTY OF LARIMER ) WHITE, BEAR & ANKELE 2154 E COMMONS AVE STE 2000 CENTENNIAL CO 80122 NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A SPECIAL DISTRICT 5/ RE THE ORGANIZATION of I- I, being duly sworn, deposes and says that said is the legal clerk of the Fort Collins Coloradoan; that 25/PROSPECT INTERCHANGE MET- ; COLLINS, DISTRICT, CITY OF FT. the same is a daily newspaper of general circulation and printed and published in the City of Fort COLLINS, COUNTY OF LARIMER, STATE OF COLORADO NOTICE IS HEREBY GIVEN that, pur- Collins, in said county and state; that the notice or advertisement, of which the annexed is a true suant to § 32-1 -2040 ), C. R.S., a Service Plan (the "Service Plan") for the pro- copy, has been published in said daily newspaper and that the notice was published in the regular posed 1-25/Prospect Metropolitan District ("District") has been filed and and entire issue of every number of said newspaper during the period and time of publication of said is available for public inspection in the office of the City Clerk of the City of Ft, notice, and in the newspaper proper and not in a supplement thereof, that the first publication of Collins. A public hearing on The Service Plan said notice was contained in the issue of said newspaper on will be held by the City Council of the City of Ft. Collins (the "City Council") on Tuesday, March 6, 2018, at 6:00 p.m., at City Council Chambers, City Hall 02/12/18 West, 300 LaPorte Avenue, Ft. Collins, Colorado, or as soon thereafter as the City Council may hear such matter. The District is a metropolitan district. that said Fort Collins Coloradoan has been published continuously and uninterruptedly during the Public improvements authorized to be planned, designed, acquired, construct- period of at least six months next prior to the first publication of said notice or advertisement above ed, installed, relocated, redeveloped and financed, specifically including related referred to; that said newspaper has been admitted to the United States mails as second-class matter eligible costs for acquisition and admin- istration, as authorized by the Special under the provisions of the Act of March 3, 1879, or any amendments thereof; and that said District Act, except as specifically limit- ed in Section V of the Districts Service newspaper is a daily newspaper duly qualified for publishing legal notices and advertisements within Plan to serve the future taxpayers and Property owners of the District as deter the meaning of the laws of the State of Colorado. mined by the Board of the District in its discretion. The maximum mill levy the District is permitted to impose upon the taxable property within the District for payment of Debt and shall be Ten ( 10) i mills, subject to the limitations set forth in the Service Plan. The proposed district will overlay the four corners of the Prospect/1-25 Inter- section. A description of the land con- Legal Clerk tained within the boundaries of the pro- posed Districts is as follows: Tracts of land Township located No th, Rang in Sections e 68 "west°of the Subscribed and sworn to before me, within the County of Larimer, State of Colorado this Sixth Principal Meridian, City of Fort 12th of February 2018. Collins, County of Lorimer, State of Colorado, Containing approximately 471 .428 acres, as further described in the . . xewmar+c^xu + Service Plan. LADONNAMAII1,�1NPi9 NOTICE IS FURTHER GIVEN that pur- My Commission expires September 3, 2019 t suant to § 32-1-203(3.5), C.R.S., any per- NOTARY PUBLIC - STATE OF C?-LOi AC .11 r' son owning property in the . proposed My ICiPn2!CSton # 201t.41! ,5U'39 District may request that such property be excluded from the District by submit- EXjYr?S Soptember 3, 2:A19 ting such request to the Board of County _ Commissioners of Larimer County no later than ten days prior to the public hearing. All protests and objections must be sub- mitted in writing to the City Manager at OOOOF Notary Public or prior to the public hearing or any continuance or postponement thereof in order to be considered. All protests and objections to the District shall be deemed to be waived unless presented at the time and in the manner specified herein. BY ORDER OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS Legal No. 0002722136 2722136 Coloradoan Feb. 12, 2018 _ t Affidavit Prepared Monday, February 12, 2018 10: 16 am Ad#:0002722136 P O : 1-251 Prospect Interchange A of Affirfavrtc In nn