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HomeMy WebLinkAbout2018-026-03/06/2018-APPROVING THE CONSOLIDATED SERVICE PLAN FOR THE SW PROSPECT 1-25 METROPOLITAN DISTRICT NOS. 1-7 RESOLUTION 2018-026 OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS APPROVING THE CONSOLIDATED SERVICE PLAN FOR THE SW PROSPECT I-25 METROPOLITAN DISTRICT NOS. 1-7 WHEREAS, the interchange at Interstate Highway 25 and Prospect Road (the "Interchange") is owned by the State of Colorado and operated and maintained by the Colorado Department of Transportation("CDOT"); and WHEREAS,the Interchange is within the City's boundaries and adjacent to its four comers 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 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 the Owners' Share, the Binding Agreement contemplates that the Property Owners will organize a metropolitan district under the provisions of Article 1 of Title 32 of the Colorado Revised Statutes (the "Special District Act"); and WHEREAS, on July 15, 2008, the City Council adopted Resolution 2008-069 creating a Policy for Reviewing Proposed Service Plans for Title 32 metropolitan districts(the"City Policy") setting forth criteria to serve as a guide for Council's consideration of metropolitan district service plans, but retaining to Council the full discretion and authority regarding the terms and conditions of the service plans it considers and approves; and WHEREAS, the Property Owners have submitted to the City, in accordance with the City . Policy,the"Service Plan for I-25/Prospect Interchange Metropolitan District, City of Fort Collins, Colorado" (the "Interchange Service Plan") to create this metropolitan district (the "Interchange Metro District"); and WHEREAS, the Interchange Service Plan proposes the creation of the Interchange Metro District for the sole purpose of paying the Owners' Share through the Interchange Metro District's pledge of a combination of a property tax mill levy of not less than 7.5 mills, but not more than 10 mills, on the Properties ("Property Tax"), fees imposed by it on and collected from future development occurring on the Properties ("Project Fees") and the net revenues from the Interchange PIF Covenant collected by the Interchange Metro District ("PIF Revenues"); and 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 Interchange Service Plan (the "Capital Pledge Agreement"); and WHEREAS, as anticipated in the MOU, four of the Property Owners also wish to form other metropolitan districts under the District Act to use to construct and fund some or all of the basic public infrastructure needed in the future development of their individual Properties,whether such development is commercial or residential, and for maintenance of such infrastructure and for all other purposes allowed by the District Act and the approved service plans (the "Development Metro Districts"); and WHEREAS, the Interchange Metro District and the Development Metro Districts shall be collectively referred to as the "Metro Districts"; and WHEREAS, the Metro Districts cannot be created under the District Act without the City Council approving a service plan for each of the Metro Districts (collectively, "Service Plans") which, together with the District Act, will govern the operation of the Metro Districts and their authority to impose, collect, spend and pledge property taxes and fees, issue debt, and they will delineate the type of basic public infrastructure and services the Metro Districts will be authorized to provide and how the Metro Districts will cooperate with each other, the City and the Property Owners to fund regional and local infrastructure; and WHEREAS, the Binding Agreement contemplates that if all of the Service Plans are not approved by Council, that the Interchange Metro District will not enter into the Capital Pledge Agreement and the Property Owners will not record the Interchange PIF Covenant, however the Binding Agreement also contemplates that the Development Districts will be unable to impose any fees or property tax mill levy or issue any debt unless the Interchange Metro District conducts a TABOR election on May 8, 2018, in accordance with Article X, Section 20 of the Colorado Constitution,that authorizes the Interchange Metro District's Property Tax and the Capital Pledge Agreement, the Interchange Metro District enters into the Capital Pledge Agreement, and the Property Owners record the PIF Covenant against all of their respective Properties; and WHEREAS, CSURF, as the owner of the CSURF Parcels, has submitted to the City, in accordance with the City Policy, the "Consolidated Service Plan for SW Prospect I-25 Metropolitan District Nos. 1-7" attached hereto as Exhibit "A" and incorporated herein by reference (the "SW Prospect I-25 Service Plan"); and WHEREAS, in accordance with Subsection B of the Review and Approval Process section of the City Policy and Colorado Revised Statutes Section 32-1-204.5, CSURF has complied with all notification requirements for City Council's public hearing on the SW Prospect I-25 Service Plan as evidenced by the "Certificate of Mailing-Notice of Service Plan Hearing" dated February 28, 2018, attached hereto as Exhibit `B" and incorporated herein by reference (the "Notice Requirements"); and WHEREAS, in addition to compliance with the Notice Requirements, CSURF has caused to be published a notice of the Public Hearing in the Coloradoan, a newspaper of general circulation within the boundaries of the proposed SW Prospect I-25 Metropolitan District Nos. 1- 7 (the "SW Prospect I-25 Metro Districts"); and 4 WHEREAS, the City Council has reviewed the SW Prospect I-25 Service Plan and considered the testimony and evidence presented at a public hearing on March 6,2018 (the"Public Hearing"); and WHEREAS,the Special District Act requires that any service plan submitted to the district court for the creation of. a metropolitan district must first be approved by a resolution of the governing body of the municipality within which the proposed district lies; and WHEREAS, the City Council wishes to approve the SW Prospect 1-25 Service Plan. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT COLLINS, COLORADO, as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That the City Council hereby determines that the City's notification requirements have been complied with regarding the Public Hearing on the SW Prospect I-25 Service Plan. Section 3. That the City Council hereby finds that the SW Prospect I-25 Service Plan contains, or sufficiently provides for,the items described in Colorado Revised Statutes Section 32- 1-202(2), and that: a. There is sufficient existing and projected need for organized service in the area to be serviced by the proposed SW Prospect I-25 Metro Districts; b. The existing service in the area to be served by the proposed SW Prospect I-25 Metro Districts is inadequate for present and projected needs; C. The proposed SW Prospect I-25 Metro Districts are capable of providing economical and sufficient service to the area within their proposed boundaries; and d. The area to be included within the proposed SW Prospect I-25 Metro Districts has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. Section 4. That the City Council's findings are based solely upon the evidence in the SW Prospect I-25 Service Plan as presented at the Public Hearing and the City has not conducted any independent investigation of the evidence. The City makes no guarantee as to the financial viability of the SW Prospect I-25 Metro Districts or the achievability of the desired results. Section 5. That the City Council hereby approves the SW Prospect I-25 Service Plan. -5- Section 6. That the City Council's approval of the SW Prospect I-25 Service Plan is not a waiver or a limitation upon any power that the City or the City Council is legally permitted to exercise with respect to the property within the SW Prospect 1-25 Metro Districts. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 6th day of March A.D. 2018. i Mayor ATTEST: �`�Ok FORTOO`Cy SEAL :y City Cl c0tORAOO i -6- EXHIBIT A CONSOLIDATED SERVICE PLAN FOR SW PROSPECT I25 METROPOLITAN DISTRICT NOS. 1 -7 CITY OF FORT COLLINS, COLORADO Prepared by: White Bear Ankele Tanaka & Waldron, Professional Corporation 748 Whalers Way, Suite 210 Fort Collins, Colorado 80525 March 6, 2018 TABLE OF CONTENTS I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 A. Purpose and Intent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 B . Need for the Districts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 C . Objective of the City Regarding Districts ' Service Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 11. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 111. BOUNDARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 IV. PROPOSED LAND USE AND ASSESSED VALUATION . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 V. DESCRIPTION OF PROPOSED POWERS , IMPROVEMENTS AND SERVICES . . . . . . . 7 A. Powers of the Districts and Service Plan Amendment, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1 . Operations and Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 2 , Development Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 3 . Privately Placed Debt Limitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 4. Inclusion and Exclusion Limitation. 8 5 . Maximum Debt Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 6 . Monies from Other Governmental Sources , . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 7 . Consolidation Limitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 , Eminent Domain Limitation. . I I I I I I I I I I I I I I I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1111 8 9 . Service Plan Amendment Requirement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 B . Infrastructure Preliminary Development Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1111 9 VI. FINANCIAL PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 A. General, 10 B . Maximum Voted Interest Rate and Maximum Underwriting Discount. . . . . . . . . . . . . . . 11 C . Maximum Mill Levies . 11 D. Debt Issuance and Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 E. Security for Debt, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 F . TABOR Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 G. Districts ' Operating Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 H. Elections. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 VII. ANNUAL REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 A. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 B . Reporting of Significant Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 13 VIII. DISSOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 IX, PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND EXTRATERRITORIAL SERVICE AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 X. MATERIAL MODIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 XI. SANCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 i XIL INTERGOVERNMENTAL AGREEMENT WITH CITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 XIII . CONCLUSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 XIV. RESOLUTION OF APPROVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 1596. 0003 ; 871224 ii LIST OF EXHIBITS EXHIBIT A- 1 Legal Description of Project Area Boundaries EXHIBIT A-2 Legal Description of District No . I EXHIBIT A-3 Legal Description of District No . 2 EXHIBIT A-4 Legal Description of District No . 3 EXHIBIT A-5 Legal Description of District No . 4 EXHIBIT A-6 Legal Description of District No . 5 EXHIBIT A-7 Legal Description of District No . 6 EXHIBIT A-8 Legal Description of District No . 7 EXHIBIT 13- 1 Project Area Boundary Map EXHIBIT B-2 District No . 1 Boundary Map EXHIBIT B-3 District Nos. 2-7 Boundary Map EXHIBIT B-4 District Nos . 1 -7 Estimated Future Boundary Map EXHIBIT C Vicinity Map EXHIBIT D Infrastructure Preliminary Development Plan EXHIBIT E Financial Plan EXHIBIT F Intergovernmental Agreement 1596.0003 ; 871224 iii I. INTRODUCTION A . Purpose and Intent. The Districts, which are intended to be independent units of local government separate and distinct from the City, are governed by this Service Plan. Except as may otherwise be provided for by State or local law or this Service Plan, the Districts ' activities are subject to review by the City only insofar as they may deviate in a material manner from the requirements of this Service Plan. The Districts are needed to provide Public Improvements to the Project for the benefit of property owners within the Districts and other local development and will result in enhanced benefits to existing and future business owners and/or residents of the City. The primary purpose of the Districts will be to finance the construction of these Public Improvements . The Districts are being organized under a multiple-district structure. As the Project is anticipated to be built over an extended period of time, this will allow for a phased absorption of the Project and corresponding Public Improvements. Additionally, such structure assures proper coordination of the powers and authorities of the independent Districts and avoids confusion regarding the separate, but coordinated, purposes of the Districts that could arise if separate service plans were used. Under such structure, District No . 7, as the service district, is responsible for managing the construction and operation of the facilities and improvements needed for the Project. District No . 1 , District No . 2, District No . 3 , District No . 4, District No . 5 and District No . 6, as the financing districts, are responsible for providing the funding and tax base needed to support the Financial Plan for capital improvements. The continued operation of District No . 7, as the service district which owns and operates the public facilities throughout the Project, and the continued operation of District No . 1 , District No . 2 , District No . 3 , District No . 4, District No. 5 and District No . 6, as the financing districts that will generate the tax revenue sufficient to pay the costs of the capital improvements, creates several benefits . These benefits include, inter alia: ( 1 ) coordinated administration of construction and operation of Public Improvements, and delivery of those improvements in a timely manner; (2) maintenance of equitable mill levies and reasonable tax burdens on all areas of the Project through proper management of the financing and operation of the Public Improvements; and (3 ) assured compliance with state laws regarding taxation in a manner which permits the issuance of tax exempt Debt at the most favorable interest rates possible . Currently, development of the Project is anticipated to proceed in phases . Each phase will require the extension of public services and facilities . The multiple district structure will assure that the construction and operation of each phase is primarily administered by a single board of directors consistent with a long-term construction and operations program. Use of District No. 7 as the entity responsible for construction of each phase of the Public Improvements and for management of operations will facilitate a well-planned financing effort through all phases of construction and will assist in assuring coordinated extension of services. The multiple district structure will also help assure that Public Improvements will be provided when they are needed, and not sooner. Appropriate development agreements between District No . 7 and the Property Owners of the Project will allow the postponement of financing for improvements which may not be needed until well into the future, thereby helping property owners avoid the long-term carrying costs associated with financing improvements too early. This, in turn, 1 allows the full costs of Public Improvements to be allocated over the full build-out of the Project and helps avoid disproportionate cost burdens being imposed on the early phases of development. Allocation of the responsibility for paying Debt for Public Improvements and capital costs will be managed through development of a unified financing plan for those improvements and through development of an integrated operating plan for long-term operations and maintenance . Use of District No . 7 as the service district, to manage these functions, will help assure that the phasing of the Public Improvements will occur as logical and necessary as to conform to development plans approved by the City and will help maintain reasonably uniform mill levies and fee structures throughout the coordinated construction, installation, acquisition, financing and operation of Public Improvements throughout the Project. Intergovernmental agreements among the Districts will assure that the roles and responsibilities of each District are clear in this coordinated development and financing plan. B . Need for the Districts . There are currently no other governmental entities, including the City, located in the immediate vicinity of the Districts that, at this time, can financially undertake the planning, design, acquisition, construction, installation, relocation, redevelopment, and financing of the Public Improvements needed for the Project. Formation of the Districts is therefore necessary in order for the Public Improvements required for the Project to be provided in the most economic manner possible. C . Objective of the City Regarding Districts ' Service Plan. The City' s objective in approving the Service Plan for the Districts is to authorize the Districts to provide for the planning, design, acquisition, construction, installation, relocation and redevelopment of the Public Improvements from the proceeds of Debt to be issued by the Districts . The Districts project to issue a total of One Hundred and Three Million Five Hundred Thousand Dollars ($ 103 ,500,000) . All Debt is projected to be repaid by the imposition of a Debt Service Mill Levy not to exceed Eighty (80) Mills minus the Overlay District Debt Service Mill Levy, which is in turn not to exceed Ten ( 10) Mills, subject to adjustment as set forth in the service plan of the Overlay District. The combined Debt Service Mill Levy, Operations and Maintenance Mill Levy and Overlay District Debt Service Mill Levy shall under no circumstances exceed the Maximum Mill Levy described in Section VI.C . hi no event shall the Debt Service Mill Levy exceed the Maximum Mill Levy as described in Section VI. C . herein. The City shall, under no circumstances, be responsible for the Debts of the Districts and the City' s approval of this Service Plan shall in no way be interpreted as an agreement, whether tacit or otherwise, to be financially responsible for the Debts of the Districts or the construction of Public Improvements . This Service Plan is intended to establish a limited purpose for the Districts and explicit financial constraints that are not to be violated under any circumstances . The primary purpose is to provide for the Public Improvements associated with the Project and regional improvements as necessary. Ongoing operational and maintenance activities are allowed as addressed in this Service Plan to the extent that the Districts have sufficiently demonstrated that such operations and maintenance functions are in the best interest of the City and the existing and future taxpayers of the Districts . As further detailed in Section VI. C . herein, the aggregate of the 1596.0003 ; 871224 2 Debt Service Mill Levy, Operations and Maintenance Mill Levy and Overlay District Debt Service Mill Levy shall not exceed the Maximum Mill Levy. It is the intent of the Districts to dissolve upon payment or defeasance of all Debt incurred or upon a court determination that adequate provision has been made for the payment of all Debt. However, if the Districts have authorized operation and maintenance functions under this Service Plan, or if by agreement with the City it is desired that the Districts shall continue to exist, then the Districts shall not dissolve but shall retain the power necessary to impose and collect taxes or fees to pay for costs associated with said operations and maintenance functions and/or to perform agreements with the City. The Districts shall be authorized to finance the Public Improvements that can be funded from Debt to be repaid from tax revenues collected from a mill levy which shall not exceed the Maximum Mill Levy and which shall not exceed the Maximum Debt Authorization and Maximum Debt Maturity Term. II. DEFINITIONS In this Service Plan, the following terms which appear in a capitalized format herein shall have the meanings indicated below, unless the context hereof clearly requires otherwise : Approved Development Plan: means a development plan or other process established by the City (including but not limited to approval of a final plat or PUD by the City Council) for identifying, among other things, Public Improvements necessary for facilitating development of property within the Service Area as approved by the City pursuant to the City Code and as amended pursuant to the City Code from time to time. Binding Agreement: means the Binding Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange, by and among the City and the Property Owner, among others . Board or Boards : means the Board of Directors of any of the Districts, or the boards of directors of all of the Districts, in the aggregate . Bond, Bonds or Debt: means bonds, notes or other multiple fiscal year financial obligations for the payment of which a District has promised to impose an ad valorem property tax mill levy, and other legally available revenue. Such terms do not include intergovernmental agreements pledging the collection and payment of property taxes in connection with a service district and taxing district(s) structure, if applicable, and other contracts through which a District procures or provides services or tangible property. Capital Pledge Agreement: means the Capital Pledge Agreement between the City and the Overlay District implementing the terms and provisions of the Binding Agreement. City: means the City of Fort Collins, Colorado . 1596.0003 ; 871224 3 City Council : means the City Council of the City of Fort Collins, Colorado . Any provision in this Agreement requiring City Council approval shall be deemed to be exercised by City Council in its sole discretion. Debt Service Mill Levy: means the mill levy the Districts project to impose for payment of Debt as set forth in the Financial Plan and Section VI. below. District: means SW Prospect I25 Metropolitan District No. 1 , SW Prospect I25 Metropolitan District No. 2, SW Prospect 125 Metropolitan District No . 3 , SW Prospect 125 Metropolitan District No . 4 , v, SW Prospect I25 Metropolitan District No . 5 , SW Prospect I25 Metropolitan District No . 6 or SW Prospect I25 Metropolitan District No . 7, individually. District No . 1 : means SW Prospect I25 Metropolitan District No . 1 . District No . 2 : means SW Prospect 125 Metropolitan District No . 2 . District No . 3 : means SW Prospect 125 Metropolitan District No . 3 . District No . 4 : means SW Prospect 125 Metropolitan District No . 4 . District No . 5 : means SW Prospect 125 Metropolitan District No . 5 . District No . 6 : means SW Prospect 125 Metropolitan District No . 6 . District No . 7 : means SW Prospect 125 Metropolitan District No . 7 . Districts : means SW Prospect Metropolitan District No. 1 , SW Prospect Metropolitan District No . 2 , SW Prospect Metropolitan District No. 3 , SW Prospect Metropolitan District No . 49 SW Prospect Metropolitan District No. 5 , SW Prospect Metropolitan District No . 6 or SW Prospect Metropolitan District No . 7 , collectively. District Organization Date : means the date the order and decree issued by the Larimer County District Court as required by law for the District or Districts is recorded with the Larimer County Clerk and Recorder. External Financial Advisor: means a consultant that: ( 1 ) is qualified to advise Colorado governmental entities on matters relating to the issuance of securities by Colorado governmental entities including matters such as the pricing, sales and marketing of such securities and the procuring of bond ratings, credit enhancement and insurance in respect of such securities; (2) shall be an underwriter, investment banker, or individual listed as a public finance advisor in the Bond Buyer ' s Municipal Market Place or, in the City' s sole discretion, other recognized publication as a provider of financial projections ; and (3) is not an officer or employee of the Districts . Financial Plan: means the Financial Plan described in Section VI which is prepared by an External Financial Advisor in accordance with the requirements of the City Code and describes (a) how the Public Improvements are to be financed; (b) how the Debt is expected to be incurred; and (c) the estimated operating revenue derived from property taxes for the first budget year through the year in which all District Debt is expected to be defeased or paid in the ordinary course. 1596.0003 ; 871224 4 In the event the Financial Plan is not prepared by an External Financial Advisor, the Financial Plan is accompanied by a letter of support from an External Financial Advisor. This Financial Plan is intended to represent only one example of debt issuance and financing structure of the Districts, any variations or adjustments in the timing or implementation thereof shall not be interpreted as material modifications to this Service Plan. Infrastructure Preliminary Development Plan : means the Infrastructure Preliminary Development Plan as described in Section V.B . which includes : (a) a preliminary list of the Public Improvements to be developed by the Districts ; (b) an estimate of the cost of the Public Improvements ; and (c) the map or maps showing the approximate location(s) of the Public Improvements . The Districts ' implementation of this Infrastructure Preliminary Development Plan is subject to change conditioned upon various external factors including, but not limited to, site conditions, engineering requirements, City, county or state requirements, land use conditions, market conditions, and zoning limitations . Interjzovernmental Agreement : means the intergovernmental agreement between the Districts and the City, a form of which is attached hereto as Exhibit F. The Intergovernmental Agreement may be amended from time to time by the applicable District and the City. Maximum Mill Levy: means the maximum mill levy each of the Districts is permitted to impose under this Service Plan for payment of Debt and administration, operations, and maintenance expenses as set forth in Section VI.C . below. Maximum Debt Authorization: means the total Debt the Districts are permitted to issue as set forth in Section V.A. 5 and supported by the Financial Plan. Maximum Debt Maturi . Term : means the maximum term for repayment in full of a specific District Debt issuance as set forth in Section VI.D . below. Operations and Maintenance Mill Levy: means the mill levy the Districts project to impose for payment of administration, operations, and maintenance costs as set forth in the Financial Plan and Section VI. below. Overlay District: means the I-25/Prospect Interchange Metropolitan District. Overlay District Debt Service Mill Levy: means the mill levy the Overlay District imposes under its service plan for payment of its debt. Project: means the development or property commonly referred to as Colorado State University Research Foundation Prospect/I25 Site. Project Area Boundaries : means the boundaries of the area described in the Project Area Boundary Map and the legal description attached hereto as Exhibit A- 1 . Project Area Boundary Map : means the map attached hereto as Exhibit B- 1 , describing the overall property that incorporates the Project. 1596.0003 ; 871224 5 Property Owner: means Colorado State University Research Foundation, a Colorado nonprofit corporation, its agents or assigns . Public Improvements : means a part or all of the improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed as generally described in the Special District Act, except as specifically limited in Section V below to serve the future taxpayers and property owners of the Service Area as determined by the Board of the Districts . Service Area: means the property within the Project Area Boundary Map after such property has been included within the Districts . Service Plan: means this service plan for the Districts approved by the City Council. Service Plan Amendment : means an amendment to the Service Plan approved by the City Council in accordance with applicable state law and this Service Plan. Special District Act or "Act" : means Article 1 of Title 32 of the Colorado Revised Statutes, as amended from time to time . State : means the State of Colorado . Vicinity Map : means a map of the regional area surrounding the Project. III. BOUNDARIES The Project Area Boundaries includes approximately One Hundred Forty Two ( 142) acres . A legal description of the Project Area Boundaries is attached as Exhibit A- 1 . The Project Area Boundaries are divided into seven (7) separate and distinct Districts (District No . I , District No. 2 , District No . 3 , District No. 4, District No . 5 , District No . 6 and District No . 7), legal descriptions for which are attached hereto as Exhibits A-2, A-31 A-41 A-5 , A-61 A-7 and A-8 , respectively. A Project Area Boundary Map is attached hereto as Exhibit B - 1 , a map of District No . I is included as Exhibit B-2 , a map of District Nos . 2-7 is included as Exhibit B -3 , and an estimated future boundary map of the Districts is included as Exhibit B-4. Finally, a Vicinity Map is attached hereto as Exhibit C . It is anticipated that the Districts ' Boundaries may change from time to time as they undergo inclusions and exclusions pursuant to Section 32 - 1 -401 , et seq. , C .R. S . , and Section 32 - 1 -501 , et seq. , C .R. S . , subject to the limitations set forth in Article V below. IV. PROPOSED LAND USE AND ASSESSED VALUATION The Service Area consists of approximately One Hundred Forty Two ( 142) acres of planned mixed use land. The current assessed valuation of the Service Area is approximately One Hundred Fifty Thousand Dollars ($ 150,000) and, at build out, is expected to be Two Hundred and Twenty Seven Million Dollars ($227 ,000,000) . This amount is expected to be sufficient to reasonably discharge the Debt as demonstrated in the Financial Plan. Approval of this Service Plan by the City does not imply approval of the development of a specific area within the Districts, nor does it imply approval of the total site/floor area of 1596.0003 ; 871224 6 commercial buildings or space which may be identified in this Service Plan or any of the exhibits attached thereto or any of the Public Improvements, unless the same is contained within an Approved Development Plan. V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES A. Powers of the Districts and Service Plan Amendment. The Districts shall have the power and authority to acquire, construct and install the Public Improvements within and without the boundaries of the Districts as such power and authority is described in the Special District Act, and other applicable statutes, common law and the State Constitution, subject to the limitations set forth herein. If, after the Service Plan is approved, the State Legislature includes additional powers or grants new or broader powers for Title 32 districts by amendment of the Special District Act or otherwise, any or all such powers shall be deemed to be a part hereof and available to or exercised by the Districts upon prior resolution approval of the City Council concerning the exercise of such powers . Such approval by the City Council shall not constitute a material modification of this Service Plan. 1 . Operations and Maintenance. The purpose of the Districts is to plan for, design, acquire, construct, install, relocate, redevelop and finance the Public Improvements . The Districts shall dedicate the Public Improvements to the City or other appropriate jurisdiction or owners association in a manner consistent with the Approved Development Plan and applicable provisions of the City Code . Additionally, the Districts shall be authorized to operate and maintain any part or all of the Public Improvements until such time that the Districts dissolve. 2 . Development Standards . The Districts will ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the City and of other governmental entities having proper jurisdiction, as applicable . The Districts directly or indirectly through the Property Owners or any developer will obtain the City' s approval of civil engineering plans and will obtain applicable permits for construction and installation of Public Improvements prior to performing such work. Unless waived by the City, the Districts shall be required, in accordance with the City Code, to post a surety bond, letter of credit, or other approved development security for any Public Improvements to be constructed by the Districts . Such development security may be released when the Districts have obtained funds, through bond issuance or otherwise, adequate to insure the construction of the Public Improvements . Any limitation or requirement concerning the time within which the City must review the Districts ' proposal or application for an Approved Development Plan or other land use approval is hereby waived by the Districts. 3 , Privately Placed Debt Limitation. Prior to the issuance of any privately placed Debt, a District shall obtain the certification of an External Financial Advisor substantially as follows : We are [I am] an External Financial Advisor within the meaning of the District' s Service Plan. 1596.0003 ; 871224 7 We [I] certify that ( 1 ) the net effective interest rate (calculated as defined in Section 32- 1 - 103 ( 12), C .R. S .) to be borne by the District for the [insert the designation of the Debt] does not exceed a reasonable current [tax-exempt] [taxable] interest rate, using criteria deemed appropriate by us [me] and based upon our [my] analysis of comparable high yield securities ; and (2) the structure of [insert designation of the Debt] , including maturities and early redemption provisions, is reasonable considering the financial circumstances of the District. 4. Inclusion and Exclusion Limitation . The Districts shall be entitled to include within their boundaries any property within the Project Area Boundaries without prior approval of the City Council. The Districts shall also be entitled to exclude from their boundaries any property within the Project Area Boundaries so far as , within a reasonable time thereafter, the property is included within the boundaries of another District, and upon compliance with the provisions of the Special District Act. All other inclusions or exclusions shall require the prior resolution approval of the City Council and, if approved, shall not constitute a material modification of this Service Plan. 5 , Maximum Debt Authorization. The Districts anticipate approximately Eighty Eight Million One Hundred Thirty-One Thousand One Hundred Fifty Four Dollars ($ 88 , 131 , 154) in project costs in 2018 dollars as set forth in Exhibit D, and anticipate issuing approximately One Hundred and Three Million Five Hundred Thousand Dollars ($ 103 ,500,000) (the "Maximum Debt Authorization") in Debt to pay such costs as set forth in Exhibit E. The Districts shall not issue Debt in amounts in excess of the Maximum Debt Authorization. The Districts must seek prior resolution approval by the City Council to issue Debt in excess of the Maximum Debt Authorization to pay the actual costs of the Public Improvements set forth in Exhibit D plus inflation, contingencies and other unforeseen expenses associated with such Public Improvements . Such approval by the City Council shall not constitute a material modification of this Service Plan so long as increases are reasonably related to the Public Improvements set forth in Exhibit D and any Approved Development Plan. 6 . Monies from Other Governmental Sources . The Districts shall not apply for or accept Conservation Trust Funds, Great Outdoors Colorado Funds, or other funds available from or through governmental or non-profit entities for which the City is eligible to apply for, except pursuant to an intergovernmental agreement with the City. This Section shall not apply to specific ownership taxes which shall be distributed to and a revenue source for the Districts without any limitation. 7 . Consolidation Limitation. The Districts shall not file a request with any Court to consolidate with another Title 32 district without the prior resolution approval of the City Council unless such consolidation is among the Districts themselves, which shall not require approval of the City Council . 8 , Eminent Domain Limitation. The Districts shall not exercise their statutory power of eminent domain without first obtaining resolution approval from the City Council . This restriction on the Eminent Domain power by the Districts is being exercised voluntarily and shall 1596.0003 ; 871224 8 not be interpreted in any way as a limitation on the Districts ' sovereign powers and shall not negatively affect the Districts status as political subdivisions of the State of Colorado as allowed by the Special District Act. 9 , Service Plan Amendment Requirement. This Service Plan is general in nature and does not include specific detail in some instances because development plans have not been finalized. The Service Plan has been designed with sufficient flexibility to enable the Districts to provide required services and facilities under evolving circumstances without the need for numerous amendments . Modification of the general types of services and facilities making up the Public Improvements, and changes in proposed configurations, locations or dimensions of the Public Improvements shall be permitted to accommodate development needs consistent with the then-current Approved Development Plan(s) for the Project. The Districts shall be independent units of local government, separate and distinct from the City, and their activities are subject to review by the City only insofar as they may deviate in a material manner from the requirements of the Service Plan. Any action of a District which: ( 1 ) violates the limitations set forth in this Section V.A. or (2) violates the limitations set forth in Section VI. below, shall be deemed to be a material modification to this Service Plan unless otherwise agreed by the City as provided for in Section X of this Service Plan or unless otherwise expressly provided herein. All other departures from the provisions of this Service Plan shall be considered on a case-by-case basis as to whether such departures are a material modification, unless otherwise expressly provided herein. No District may amend this Service Plan in a manner which materially affects any other District, in such other District' s sole discretion, without such other District ' s written consent. B . Infrastructure Preliminary Development Plan, The Districts shall have authority to provide for the planning, design, acquisition, construction, installation, relocation, redevelopment, maintenance, and financing of the Public Improvements within and without the boundaries of the Districts, to be more specifically defined in an Approved Development Plan. The Infrastructure Preliminary Development Plan, including: ( 1 ) a list of the Public Improvements to be developed by the Districts ; (2) an estimate of the cost of the Public Improvements ; and (3) maps showing the approximate locations of the Public Improvements is attached hereto as Exhibit D and is hereby deemed to constitute the preliminary engineering or architectural survey required by Section 32 - 1 -202(2)(c), C .R. S . The maps contained in the Infrastructure Preliminary Development Plan are also available in size and scale approved by the City' s planning department. As shown in the Infrastructure Preliminary Development Plan, the estimated cost of the Public Improvements which may be planned for, designed, acquired, constructed, installed, relocated, redeveloped, maintained or financed by the Districts is approximately Eighty Eight Million One Hundred Thirty-One Thousand One Hundred Fifty Four Dollars ($ 88 , 131 , 154) . The Districts shall be permitted to allocate costs between such categories of the Public Improvements as deemed necessary in their discretion. All of the Public Improvements described herein will be designed in such a way as to assure that the Public Improvements standards will be consistent with or exceed the standards 1596.0003 ; 871224 9 of the City and shall be in accordance with the requirements of the Approved Development Plan. All descriptions of the Public Improvements to be constructed, and their related costs, are estimates only and are subject to modification as engineering, development plans, economics, the City' s requirements, and construction scheduling may require. Upon approval of this Service Plan, the Districts will continue to develop and refine the Infrastructure Preliminary Development Plan and prepare for issuance of Debt. All cost estimates will be inflated to then-current dollars at the time of the issuance of Debt and construction. All construction cost estimates contained in the Infrastructure Preliminary Development Plan assume construction to applicable local, State or Federal requirements . Changes in the Public Improvements, Infrastructure Preliminary Development Plan, or costs, which are approved by the City in an Approved Development Plan, shall not constitute a material modification of this Service Plan. Additionally, due to the preliminary nature of the Infrastructure Preliminary Development Plan, the City shall not be bound by the Infrastructure Preliminary Development Plan in reviewing and approving the Approved Development Plan and the Approved Development Plan shall supersede the Infrastructure Preliminary Development Plan. VI. FINANCIAL PLAN A. General . The Districts shall be authorized to provide for the planning, design, acquisition, construction, installation, relocation and/or redevelopment of the Public Improvements from their revenues and by and through the proceeds of Debt to be issued by the Districts, subject to the limitations contained herein. The Financial Plan for the Districts shall be to issue no more Debt than the Districts can reasonably pay within Thirty (30) years for each series of Debt from revenues derived from the Debt Service Mill Levy and other revenue sources authorized by law. The Financial Plan for the Districts projects the need for a Debt Service Mill Levy of no greater than Fifty (50) Mills . The Financial Plan further provides for the Districts ' administrative and operations and maintenance activities through the imposition of an Operations and Maintenance Mill Levy of no greater than Twenty (20) Mills . The total Debt that the Districts shall be permitted to issue shall not exceed the Maximum Debt Authorization; provided, however, that Debt issued to refund outstanding Debt of the Districts, including Debt issued to refund Debt owed to the Property Owners of the Project pursuant to a reimbursement agreement or other agreement, shall not count against the Maximum Debt Authorization so long as such refunding Debt does not result in a net present value increase . Subject to the limitations contained herein, District Debt shall be issued on a schedule and in such year or years as the Districts determine shall meet the needs of the Financial Plan referenced above and phased to serve the Project as it occurs. All Bonds and other Debt issued by the Districts may be payable from any and all legally available revenues of the Districts, including general ad valorem taxes to be imposed upon all taxable property within the Districts . The Districts may also rely upon various other revenue sources authorized by law. These will include the power to impose development fees, rates, tolls, penalties, or charges as provided in Section 32 - 1 - 1001 ( 1 ), C .R. S . , as amended from time to time . Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to impose any fees, rates, tolls or charges for any purpose unless 1596.0003 ; 871224 10 and until (a) the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. The Maximum Debt Authorization, Debt Service Mill Levy, Operations, Maintenance Mill Levy, and all other financial projections and estimates contained in this Service Plan are supported by the Financial Plan (Exhibit E) prepared by an External Financial Advisor, D .A. Davidson and Co . The Financial Plan is based on economic, political and industry conditions as they exist presently and reasonable projections and estimates of future conditions . These projections and estimates are not to be interpreted as the only method of implementation of the Districts ' goals and objectives but rather a representation of one feasible alternative. Other financial structures may be used so long as the Maximum Debt Authorization and Maximum Mill Levy are not exceeded. Notwithstanding the foregoing, D .A. Davidson and Co. shall not be considered a financial advisor or municipal advisor with regard to any Debt issuance by the Districts . B . Maximum Voted Interest Rate and Maximum Underwriting Discount. The interest rate on any Debt is expected to be the market rate at the time the Debt is issued. The maximum interest rate on any Debt is not permitted to exceed Twelve Percent ( 12%) . The maximum underwriting discount will be Three Percent (3 %) . Debt, when issued, will comply with all relevant requirements of this Service Plan, State law and Federal law as then applicable to the issuance of public securities . C . Maximum Mill Levies . The Maximum Mill Levy shall be the maximum mill levy each District is permitted to impose upon the taxable property within its boundaries and shall be Eighty (80) Mills minus the Overlay District Debt Service Mill Levy. The combined Debt Service Mill Levy, Operations and Maintenance Mill Levy, Overlay District Debt Service Mill Levy and aggregate mill levy of any overlapping District shall under no circumstances exceed the Maximum Mill Levy. Allocation of the Debt Service Mill Levy and Operations and Maintenance Mill Levy shall be left to the sole discretion of the Board for each District. If, on or after January 1 , 2018 , there are changes in the method of calculating assessed valuation or any constitutionally mandated tax credit, cut or abatement, the preceding mill levy limitations may be increased or decreased to reflect such changes, with such increases or decreases to be determined by each Board in good faith (such determination to be binding and final), with administrative approval by the City, so that to the extent possible, the actual tax revenues generated by the applicable District' s mill levy, as adjusted for changes occurring after January 1 , 2018, are neither diminished nor enhanced as a result of such changes . For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation will be a change in the method of calculating assessed valuation. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to impose any mill levy for any purpose unless and until (a) each of the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined 1596.0003 ; 871224 11 in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. D. Debt Issuance and Maturity. The scheduled final maturity of any Debt or series of Debt shall be limited to Thirty (30) years (the "Maximum Debt Maturity Term") . The Maximum Debt Maturity Term shall apply to refundings unless : ( 1 ) a majority of the Board members are residents of the District and have voted in favor of a refunding of a part or all of the Debt; or (2) such refunding will result in a net present value savings as set forth in Section 11 -56- 101 et seq. , C .R. S . and are otherwise permitted by law. Unless otherwise approved by the City Council, the Districts shall be limited to issuing new Debt within a period of Twenty (20) years from the date of their first Debt authorization election. The Maximum Debt Maturity Term, as described in Section VLD, shall be applicable to any new Debt issued within this Twenty (20) year period, otherwise, all Debts and financial obligations of the Districts must be defeased or paid in the ordinary course no later than Forty (40) years after the Service Plan approval date. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to issue any Debt for any purpose unless and until (a) each of the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. E. Security for Debt. The Districts do not have the authority and shall not pledge any revenue or property of the City as security for the indebtedness set forth in this Service Plan. Approval of this Service Plan shall not be construed as a guarantee by the City of payment of any of the Districts ' obligations ; nor shall anything in the Service Plan be construed so as to create any responsibility or liability on the part of the City in the event of default by the Districts in the payment of any such obligation or performance of any other obligation. F . TABOR Compliance . The Districts will comply with the provisions of the Taxpayer ' s Bill of Rights ("TABOR"), Article X, § 20 of the Colorado Constitution. In the discretion of the Board, a District may set up other qualifying entities to manage, fund, construct and operate facilities, services, and programs . To the extent allowed by law, any entity created by a District will remain under the control of the District' s Board. G. Districts ' Operating Costs . 1596.0003 ; 871224 12 The estimated cost of acquiring land, engineering services, legal services and administrative services, together with the estimated costs of the Districts ' organization and initial operations, are anticipated to be Two Hundred Thousand Dollars ($200,000), which will be eligible for reimbursement from Debt proceeds . In addition to the capital costs of the Public Improvements, the Districts will require operating funds for administration and to plan and cause the Public Improvements to be operated and maintained. The first year' s operating budget is estimated to be Fifty Thousand Dollars ($ 50,000) . Ongoing administration, operations, and maintenance costs may be paid from property taxes and other revenues . H . Elections . The Districts will call an election on the questions of organizing the Districts, electing the initial Boards, and setting in place financial authorizations as required by TABOR. The elections will be conducted as required by law. VII. ANNUAL REPORT A. General. The Districts shall be responsible for submitting an annual report with the City' s clerk not later than September 1st of each year for the year ending the preceding December 31 following the year of the District Organization Date . The City may, in its sole discretion, waive this requirement in whole or in part. B . Reportingof Significant Events . Unless waived by the City, the annual report shall include the following : 1 . A narrative summary of the progress of the Districts in implementing their service plan for the report year; 2 . Except when exemption from audit has been granted for the report year under the Local Government Audit Law, the audited financial statements of the Districts for the report year including a statement of financial condition (i. e. , balance sheet) as of December 31 of the report year and the statement of operations (i. e. , revenues and expenditures) for the report year; 3 . Unless disclosed within a separate schedule to the financial statements, a summary of the capital expenditures incurred by the Districts in development of Public Improvements in the report year; 4. Unless disclosed within a separate schedule to the financial statements, a summary of the financial obligations of the Districts at the end of the report year, including the amount of outstanding indebtedness, the amount and terms of any new District indebtedness or long-term obligations issued in the report year, the amount of payment or retirement of existing indebtedness of the Districts in the report year, the total assessed valuation of all taxable properties 1596.0003 ; 871224 13 within the Districts as of January I of the report year and the current mill levy of the Districts pledged to Debt retirement in the report year; and 5 . Any other information deemed relevant by the City Council or deemed reasonably necessary by the City' s manager and communicated in a timely manner to the Districts . In the event the annual report is not timely received by the City' s clerk or is not fully responsive, notice of such default may be given to the Board of such Districts, at its last known address. The failure of the Districts to file the annual report within Forty-Five (45) days of the mailing of such default notice by the City' s clerk may constitute a material modification, at the discretion of the City. VIII. DISSOLUTION Upon an independent determination of the City Council that the purposes for which the Districts were created have been accomplished, the Districts agree to file petitions in the appropriate District Court for dissolution, pursuant to the applicable State statutes. In no event shall dissolution occur until the Districts have provided for the payment or discharge of all of their outstanding indebtedness and other financial obligations as required pursuant to State statutes, including operation and maintenance activities . IX. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND EXTRATERRITORIAL SERVICE AGREEMENTS All intergovernmental agreements must be for purposes, facilities, services or agreements lawfully authorized to be provided by the Districts, pursuant to the State Constitution, Article XIV, Section 18(2)(a) and Sections 29- 1 -201 , et seq. , C .R. S . To the extent practicable, the Districts may enter into additional intergovernmental and private agreements to better ensure long-term provision of the Public Improvements identified herein or for other lawful purposes of the Districts . Agreements may also be executed with property owner associations and other service providers . The following agreement is likely to be necessary, and the rationale therefore is set forth as follows : District Facilities Construction and Service Agreement. The Districts anticipate entering into a District Facilities Construction and Service Agreement, commonly known as the "Master IGA", wherein the Districts set forth the financing and administrative requirements of the Districts for the Project. Except for the Intergovernmental Agreement with the City, as set forth in Section XII below, no other agreements are required, or known at the time of formation of the Districts to likely be required, to fulfill the purposes of the Districts. Execution of intergovernmental agreements or agreements for extraterritorial services by the Districts that are not described in this Service Plan and which are likely to cause a substantial increase in the Districts ' budgets shall require the prior resolution approval of the City Council, which approval shall not constitute a material modification hereof. X. MATERIAL MODIFICATIONS 1596.0003 ; 871224 14 Material modifications to this Service Plan may be made only in accordance with Section 32- 1 -207 , C .R. S . No modification shall be required for an action of the Districts which does not materially depart from the provisions of this Service Plan. Departures from the Service Plan that constitute a material modification include without limitation: 1 . Actions or failures to act that create materially greater financial risk or burden to the taxpayers of the District; 2 . Performance of a service or function or acquisition of a major facility that is not closely related to a service, function or facility authorized in the Service Plan; 3 . Failure to perform a service or function or acquire a facility required by the Service Plan; 4. Failure by the Districts to execute the Intergovernmental Agreement as set forth in Article XI hereof; and 5 . Failure to comply with the limitations set forth in Section V.A. or Section VI of this Service Plan. Actions that are not to be considered material modifications include without limitation changes in quantities of facilities or equipment, immaterial cost differences, and actions expressly authorized in the Service Plan. XI. SANCTIONS Should the District undertake any act without obtaining prior City Council resolution approval as required in this Service Plan or that constitutes a material modification to this Service Plan as provided herein or under the Special District Act, the City may impose one ( 1 ) or more of the following sanctions , as it deems appropriate : 1 . Exercise any applicable remedy under the Act; 2 . Withhold the issuance of any permit, authorization, acceptance or other administrative approval, or withhold any cooperation, necessary for the District' s development, construction or operation of improvements , or the provisions of services as contemplated in this Service Plan; 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 1596.0003 ; 871224 15 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. XIL INTERGOVERNMENTAL AGREEMENT WITH CITY The Districts and the City shall enter into an Intergovernmental Agreement, a form of which is attached hereto as Exhibit F, provided that such Intergovernmental Agreement may be revised by the City and Districts to include such additional details and requirements therein as are deemed necessary by the City and such Districts in connection with the development of the Project and the financing of the Public Improvements . Each District shall approve the Intergovernmental Agreement at its first Board meeting after its organizational election. Failure by each of the Districts to execute the Intergovernmental Agreement as required herein shall constitute a material modification hereunder. The Intergovernmental Agreement may be amended from time to time by the Districts and the City, provided that any such amendments shall be in compliance with the provisions of this Service Plan. XIII. CONCLUSION It is submitted that this Service Plan for the Districts , as required by Section 32 - 1 -203 (2), establishes that: 1 . There is sufficient existing and projected need for organized service in the area to be serviced by the Districts; 2 . The existing service in the area to be served by the Districts is inadequate for present and projected needs ; 3 . The Districts are capable of providing economical and sufficient service to the area within their proposed boundaries ; and 4. The area to be included in the Districts does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis . XIV. RESOLUTION OF APPROVAL The Districts agree to incorporate the City Council ' s resolution of approval, including any conditions on any such approval, into the Service Plan presented to the District Court for and in Larimer County, Colorado . 1596.0003 ; 871224 16 EXHIBIT A-1 SW Prospect I25 Metropolitan District Nos . 1 -7 Legal Description of Project Area Boundaries NORTHERN ENGINEERING Exhibit A= 1 DESCRIPTION : SW PROSPECT 125 METROPOLITAN DISTRICT PROJECT AREA BOUNDARIES A Tract of land located in Section 21 , and Section 22 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado , being more particularly described as follows : Considering the South line of the Southwest Quarter of said Section 21 as bearing South 890 01 ' 48 " East , and with all bearing contained herein relative thereto : Commencing at the Northeast Corner of said Section 21 ; thence , North 88' 38 ' 29 " West , 1241 . 97 feet ; thence , South 01 ' 21 ' 31 " West , 30 . 00 feet to the POINT OF BEGINNING , said point being the Northeast corner of an Easement granted to the State Department of Highways as recorded at Reception No . 88026808 of the Larimer County Clerk and Recorder ; thence , South 44' 05 ' 25 " West along the Southeasterly line of said Easement , Recorded at 88026808 , 37 . 44 feet to the Southerly line of a parcel of land described at Reception No . 20060041498 of the Larimer County Clerk and Recorder ; thence , South 88' 38 ' 29 " East along said Southerly line and the Easterly prolongation thereof , 345 . 55 feet to the Westerly line of a parcel of land described within Exhibit " A" at Book 1992 , Page 280 of the Larimer County Clerk and Recorder ; thence , South 61 ' 58 ' 19 " East along said Westerly line , 35 . 56 feet to the Northerly line of said parcel described within Book 1992 , Page 280 ; thence , North 89' 50 ' 02 " East along said Northerly line , 13 . 83 feet to the Westerly line of a parcel of land described at Book 1234 , Page 241 of the Larimer County Clerk and Recorder ; thence , South 64' 24 ' 59 " East along said Westerly line , 4 . 65 feet to the Southerly line of a parcel of land described within said Book 1234 , Page 241 , said Southerly line being parallel with and 75 . 00 feet Southerly of, as measured at a right angle to the North line of the Northeast Quarter of said Section 21 ; thence , South 88' 38 ' 29 " East along said Southerly line , 300 . 00 feet to the Westerly Right-of-Way line of Interstate Highway No . 1 -25 ; thence , along the Westerly Right-of-Way lines of Interstate Highway No . 1 -25 the following 9 courses and distances : South 50' 23 ' 59 " East , 72 . 51 feet ; thence , South 18' 02 ' 31 " East , 798 . 28 feet ; thence , South 06' 22 ' 28 " East , 704 . 20 feet ; thence , South 00' 05 ' 56 " East , 53 . 90 feet ; thence along a curve concave to the east having a central angle of 060 33 ' 06 " with a radius of 11583 . 00 feet , an arc length of 1324 . 50 feet and the chord of which bears South 03' 24 ' 23 " East , 1323 . 78 feet ; thence , South 05' 48 ' 32 " West , 417 . 50 feet ; thence along a curve concave to the east having a central angle of 03' 00 ' 00 " with a radius of 11680 . 00 feet , an arc length of 611 . 57 feet and the chord of which bears South 10' 09 ' 58 " East , 611 . 50 feet ; thence , South 25' 42 ' 58 " East , 425 . 50 feet ; thence , South 12 ' 55 ' 58 " East , 968 . 64 feet to the South line of the Southwest Quarter of said Section 22 ; thence , South 89' 43 ' 29 " West along the South line of the Southwest Quarter of said Section 22 , 344 . 34 feet to the Southeast corner of said Section 21 ; thence , North 89' 01 ' 48 " West along the South line of the Southeast Quarter of said Section 22 , 713 . 93 feet ; Page 1 of 2 FORT COLLINS : 301 North Howes Street , Suite 100 , 80521 1 970 . 221 . 4158 GREELEY: 820 8t" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com thence parallel with and 20 feet Westerly of the centerline of an existing access road the following 15 courses and distances : North 30' 07 ' 30 " West , 653 . 11 feet ; thence along a curve concave to the northeast having a central angle of 27 ' 35 ' 32 " with a radius of 424 . 29 feet , an arc length of 204 . 33 feet and the chord of which bears North 16' 19 ' 44" West , 202 . 36 feet ; thence , North 02 ' 31 ' 58 " West , 432 . 64 feet ; thence , North 00' 56 ' 51 " West , 512 . 69 feet ; thence , North 22 ' 22 ' 44 " West , 121 . 69 feet ; thence , North 03' 04 ' 28 " West , 129 . 58 feet ; thence along a curve concave to the southwest having a central angle of 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 45' 54 ' 36 " West , 71 . 28 feet ; thence along a curve concave to the east having a central angle of 30' 41 ' 12 " with a radius of 330 . 34 feet , an arc length of 176 . 92 feet and the chord of which bears North 30' 34 ' 00 " West , 174 . 82 feet ; thence , North 15' 13 ' 24 " West , 100 . 27 feet ; thence along a curve concave to the southwest having a central angle of 20' 34' 23 " with a radius of 289 . 75 feet , an arc length of 104 . 04 feet and the chord of which bears North 25' 30 ' 36 " West , 103 . 48 feet ; thence , North 35' 47 ' 47 West , 144 . 89 feet ; thence along a curve concave to the northeast having a central angle of 37 ' 10 ' 11 " with a radius of 364 . 63 feet , an arc length of 236 . 55 feet and the chord of which bears North 17' 12 ' 42 " West , 232 . 42 feet ; thence , North 01 ' 22 ' 24" East , 921 . 36 feet ; thence along a curve concave to the southeast having a central angle of 17' 07 ' 56 " with a radius of 707 . 08 feet , an arc length of 211 . 43 feet and the chord of which bears North 09' 56 ' 22 " East , 210 . 64 feet ; thence , North 89' 40 ' 07 " East , 6 . 45 feet to the Southerly prolongation of the Westerly line of said Easement , Recorded at Reception No . 88026808 ; thence , North 17' 24 ' 16 " East along said Southerly prolongation and also along the Westerly line of said Easement , Recorded at Reception No . 88026808 , 673 . 89 feet ; thence along the Westerly and Northerly lines of that Easement granted to the State Department of Highways at Reception No . 88026808 of the Larimer County Clerk and Recorder the following 5 courses and distances : thence along a curve concave to the east having a central angle of 40' 05 ' 20 " with a radius of 532 . 96 feet , an arc length of 372 . 90 feet and the chord of which bears North 02 ' 38 ' 24 " West , 365 . 34 feet ; thence , North 22 ' 41 ' 04 " West , 110 . 41 feet ; thence along a curve concave to the northeast having a central angle of 150 37 ' 22 " with a radius of 612 . 96 feet , an arc length of 167 . 14 feet and the chord of which bears North 14' 52 ' 23 " West , 166 . 62 feet ; thence , North 45' 28 ' 31 " West , 146 . 18 feet to a line being 30 . 00 feet Southerly , as measured at a right angle , of the North line of the Northeast Quarter of said Section 21 ; thence , South 88' 38 ' 29 " East along a line parallel with and 30 . 00 feet Southerly of , as measured at a right angle to the North line of the Northeast Quarter of said Section 21 , 280 . 00 feet to the POINT OF BEGINNING . The above described Tract of land contains 6 , 204 , 458 square feet or 142 . 43 acres more or less and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 CNS D :\Projects\232-043\ Dwg\Exhibits\Metro District\232-043_Overall Boundary. docx Page 2 of 2 EXHIBIT A-2 SW Prospect I25 Metropolitan District No . 1 Legal Description NORTHERN ENGINEERING Exhibit A= 2 DESCRIPTION : SW PROSPECT 125 METROPOLITAN DISTRICT 1 Tracts of land located in Section 21 , and Section 22 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado , being more particularly described as follows : Considering the South line of the Southwest Quarter of said Section 21 as bearing South 890 01 ' 48 " East , and with all bearing contained herein relative thereto : Commencing at the Northeast Corner of said Section 21 ; thence , North 88' 38 ' 29 " West , 1241 . 97 feet ; thence , South 01 ' 21 ' 31 " West , 30 . 00 feet to the POINT OF BEGINNING , said point being the Northeast corner of an Easement granted to the State Department of Highways as recorded at Reception No . 88026808 of the Larimer County Clerk and Recorder ; thence , South 44' 05 ' 25 " West along the Southeasterly line of said Easement , Recorded at 88026808 , 37 . 44 feet to the Southerly line of a parcel of land described at Reception No . 20060041498 of the Larimer County Clerk and Recorder ; thence , South 88' 38 ' 29 " East along said Southerly line and the Easterly prolongation thereof , 345 . 55 feet to the Westerly line of a parcel of land described within Exhibit " A" at Book 1992 , Page 280 of the Larimer County Clerk and Recorder ; thence , South 61 ' 58 ' 19 " East along said Westerly line , 35 . 56 feet to the Northerly line of said parcel described within Book 1992 , Page 280 ; thence , North 89' 50 ' 02 " East along said Northerly line , 13 . 83 feet to the Westerly line of a parcel of land described at Book 1234 , Page 241 of the Larimer County Clerk and Recorder ; thence , South 64' 24 ' 59 " East along said Westerly line , 4 . 65 feet to the Southerly line of a parcel of land described within said Book 1234 , Page 241 , said Southerly line being parallel with and 75 . 00 feet Southerly of, as measured at a right angle to the North line of the Northeast Quarter of said Section 21 ; thence , South 88' 38 ' 29 " East along said Southerly line , 300 . 00 feet to the Westerly Right-of-Way line of Interstate Highway No . 1 -25 ; thence , along the Westerly Right-of-Way lines of Interstate Highway No . 1 -25 the following 9 courses and distances : South 50' 23 ' 59 " East , 72 . 51 feet ; thence , South 18' 02 ' 31 " East , 798 . 28 feet ; thence , South 06' 22 ' 28 " East , 704 . 20 feet ; thence , South 00' 05 ' 56 " East , 53 . 90 feet ; thence along a curve concave to the east having a central angle of 030 54' 35" with a radius of 11583 . 00 feet , an arc length of 790 . 41 feet and the chord of which bears South 02 ' 05' 08 " East , 790 . 25 feet ; thence , South 85' 52 ' 18 " West , 73 . 10 feet ; thence , North 08' 08' 46" West , 155 . 32 feet , thence along a curve concave to the southwest having a central angle of 61 ' 10 ' 20 " with a radius of 562 . 00 feet , an arc length of 600 . 02 feet and the chord of which bears North 38' 43 ' 56" West , 571 . 93 feet ; thence , North 69' 19' 06" West , 393 . 13 feet ; thence along a curve concave to the northeast having a central angle of 86' 43 ' 21 " with a radius of 638 . 00 feet , an arc length of 965 . 67 feet and the chord of which bears North 25' 57 ' 25" West , 876 . 10 feet to the Southerly prolongation of the Westerly line of said Easement , Recorded at Reception No . 88026808 ; thence , North 17 ' 24 ' 16 " Page 1 of 2 FORT COLLINS : 301 North Howes Street , Suite 100 , 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com East along said Southerly prolongation and also along the Westerly line of said Easement , Recorded at Reception No . 88026808 , 172 . 56 feet ; thence along the Westerly and Northerly lines of that Easement granted to the State Department of Highways at Reception No . 88026808 of the Larimer County Clerk and Recorder the following 5 courses and distances : thence along a curve concave to the east having a central angle of 40' 05 ' 20 " with a radius of 532 . 96 feet , an arc length of 372 . 90 feet and the chord of which bears North 02 ' 38 ' 24 " West , 365 . 34 feet ; thence , North 22 ' 41 ' 04" West , 110 . 41 feet ; thence along a curve concave to the northeast having a central angle of 15' 37 ' 22 " with a radius of 612 . 96 feet , an arc length of 167 . 14 feet and the chord of which bears North 14' 52 ' 23 " West , 166 . 62 feet ; thence , North 45' 28 ' 31 " West , 146 . 18 feet to a line being 30 . 00 feet Southerly , as measured at a right angle , of the North line of the Northeast Quarter of said Section 21 ; thence , South 88' 38 ' 29 " East along a line parallel with and 30 . 00 feet Southerly of, as measured at a right angle to the North line of the Northeast Quarter of said Section 211 280 . 00 feet to the POINT OF BEGINNING , containing 1 , 839 , 813 square feet or 42 . 24 acres , more or less . AND A Tract of land located in Southwest Quarter of Section 21 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado being more particularly described as follows : Considering the South line of the Southwest Quarter of said Section 7 as bearing South 890 01 ' 48 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 7 ; thence along the South line of said Southwest Quarter , South 89' 01 ' 48 " East , 1935 . 62 feet to the POINT OF BEGINNING ; thence , North 300 07 ' 31 " West , 271 . 29 feet ; thence , South 890 01 ' 48" East , 257 . 56 feet ; thence , South 000 58' 12 " West , 232 . 31 feet ; thence North 89' 01 ' 48 " West , 117 . 45 feet to the POINT OF BEGINNING , containing 43560 square feet or 1 . 00 acres more or less . The above described Tracts of land contains 1 , 883 , 373 square feet or 43 . 236 acres more or less and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 CNS D :\Projects\232-043\ Dwg\Exhibits\Metro District\232-043_District Ldocx Page 2 of 2 EXHIBIT A-3 SW Prospect I25 Metropolitan District No . 2 Legal Description NORTHERN ENGINEERING Exhibit A= 3 DESCRIPTION : SW PROSPECT 125 METROPOLITAN DISTRICT 2 A Tract of land located in Southeast Quarter of Section 21 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado being more particularly described as follows : Considering the South line of the Southeast Quarter of said Section 21 as bearing South 890 01 ' 48 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 21 ; thence along the South line of said Southeast Quarter, South 89' 01 ' 48 " East , 1935 . 62 feet to the POINT OF BEGINNING ; thence , North 30' 07 ' 31 " West , 271 . 29 feet ; thence , South 89' 01 ' 48" East , 257 . 56 feet ; thence , South 00' 58' 12 " West , 232 . 31 feet ; thence North 89' 01 ' 48 " West , 117 . 45 feet to the POINT OF BEGINNING . The above described Tract of land contains 43 , 560 square feet or 1 . 000 acres more or less and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 CNS D :\Projects\232-043\ Dwg\Exhibits\Metro District\232-043_Districts 2-5 . docx Page 1 of 1 FORT COLLINS : 301 North Howes Street , Suite 100 , 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT A-4 SW Prospect I25 Metropolitan District No. 3 Legal Description NORTHERN ENGINEERING Exhibit A= 4 DESCRIPTION : SW PROSPECT 125 METROPOLITAN DISTRICT 3 A Tract of land located in Southeast Quarter of Section 21 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado being more particularly described as follows : Considering the South line of the Southeast Quarter of said Section 21 as bearing South 890 01 ' 48 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 21 ; thence along the South line of said Southeast Quarter, South 89' 01 ' 48 " East , 1935 . 62 feet to the POINT OF BEGINNING ; thence , North 30' 07 ' 31 " West , 271 . 29 feet ; thence , South 89' 01 ' 48" East , 257 . 56 feet ; thence , South 00' 58' 12 " West , 232 . 31 feet ; thence North 89' 01 ' 48 " West , 117 . 45 feet to the POINT OF BEGINNING . The above described Tract of land contains 43 , 560 square feet or 1 . 000 acres more or less and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 CNS D :\Projects\232-043\ Dwg\Exhibits\Metro District\232-043_Districts 2-5 . docx Page 1 of 1 FORT COLLINS : 301 North Howes Street , Suite 100 , 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT A-5 SW Prospect I25 Metropolitan District No . 4 Legal Description NORTHERN ENGINEERING Exhibit A= 5 DESCRIPTION : SW PROSPECT 125 METROPOLITAN DISTRICT 4 A Tract of land located in Southeast Quarter of Section 21 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado being more particularly described as follows : Considering the South line of the Southeast Quarter of said Section 21 as bearing South 890 01 ' 48 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 21 ; thence along the South line of said Southeast Quarter, South 89' 01 ' 48 " East , 1935 . 62 feet to the POINT OF BEGINNING ; thence , North 30' 07 ' 31 " West , 271 . 29 feet ; thence , South 89' 01 ' 48" East , 257 . 56 feet ; thence , South 00' 58' 12 " West , 232 . 31 feet ; thence North 89' 01 ' 48 " West , 117 . 45 feet to the POINT OF BEGINNING . The above described Tract of land contains 43 , 560 square feet or 1 . 000 acres more or less and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 CNS D :\Projects\232-043\ Dwg\Exhibits\Metro District\232-043_Districts 2-5 . docx Page 1 of 1 FORT COLLINS : 301 North Howes Street , Suite 100 , 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT A-6 SW Prospect I25 Metropolitan District No. 5 Legal Description NORTHERN ENGINEERING Exhibit A= 6 DESCRIPTION : SW PROSPECT 125 METROPOLITAN DISTRICT 5 A Tract of land located in Southeast Quarter of Section 21 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado being more particularly described as follows : Considering the South line of the Southeast Quarter of said Section 21 as bearing South 890 01 ' 48 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 21 ; thence along the South line of said Southeast Quarter, South 89' 01 ' 48 " East , 1935 . 62 feet to the POINT OF BEGINNING ; thence , North 30' 07 ' 31 " West , 271 . 29 feet ; thence , South 89' 01 ' 48" East , 257 . 56 feet ; thence , South 00' 58' 12 " West , 232 . 31 feet ; thence North 89' 01 ' 48 " West , 117 . 45 feet to the POINT OF BEGINNING . The above described Tract of land contains 43 , 560 square feet or 1 . 000 acres more or less and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 CNS D :\Projects\232-043\ Dwg\Exhibits\Metro District\232-043_Districts 2-5 . docx Page 1 of 1 FORT COLLINS : 301 North Howes Street , Suite 100 , 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT A-7 SW Prospect I25 Metropolitan District No . 6 Legal Description NORTHERN ENGINEERING Exhibit A= 7 DESCRIPTION : SW PROSPECT 125 METROPOLITAN DISTRICT 6 A Tract of land located in Southeast Quarter of Section 21 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado being more particularly described as follows : Considering the South line of the Southeast Quarter of said Section 21 as bearing South 890 01 ' 48 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 21 ; thence along the South line of said Southeast Quarter, South 89' 01 ' 48 " East , 1935 . 62 feet to the POINT OF BEGINNING ; thence , North 30' 07 ' 31 " West , 271 . 29 feet ; thence , South 89' 01 ' 48" East , 257 . 56 feet ; thence , South 00' 58' 12 " West , 232 . 31 feet ; thence North 89' 01 ' 48 " West , 117 . 45 feet to the POINT OF BEGINNING . The above described Tract of land contains 43 , 560 square feet or 1 . 000 acres more or less and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 CNS D :\Projects\232-043\ Dwg\Exhibits\Metro District\232-043_Districts 2-5 . docx Page 1 of 1 FORT COLLINS : 301 North Howes Street , Suite 100 , 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT A-8 SW Prospect I25 Metropolitan District No . 7 Legal Description NORTHERN ENGINEERING Exhibit A= 8 DESCRIPTION : SW PROSPECT 125 METROPOLITAN DISTRICT 7 A Tract of land located in Southeast Quarter of Section 21 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado being more particularly described as follows : Considering the South line of the Southeast Quarter of said Section 21 as bearing South 890 01 ' 48 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 21 ; thence along the South line of said Southeast Quarter, South 89' 01 ' 48 " East , 1935 . 62 feet to the POINT OF BEGINNING ; thence , North 30' 07 ' 31 " West , 271 . 29 feet ; thence , South 89' 01 ' 48" East , 257 . 56 feet ; thence , South 00' 58' 12 " West , 232 . 31 feet ; thence North 89' 01 ' 48 " West , 117 . 45 feet to the POINT OF BEGINNING . The above described Tract of land contains 43 , 560 square feet or 1 . 000 acres more or less and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 CNS D :\Projects\232-043\ Dwg\Exhibits\Metro District\232-043_District 7 . docx Page 1 of 1 FORT COLLINS : 301 North Howes Street , Suite 100 , 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT B-1 SW Prospect 125 Metropolitan District Nos . 1 -7 Project Area Boundary Map PRO PELT ROAD NORTH QUARTER CORNER SECTION 21 -T7N-R68W I NORTHEAST CORNER i SECTION 21 -T7N-R68W _ i N LLI U) 80' EASEMENT Q REC. No. 88026808 LLI zl 80' EASEMENT REC. No. 88026808 OVERALL DISTRICT BOUNDARY MAP 6 , 204 , 458 s . ft . / a I 142 . 43 ac I CENTER QUARTER CORNER I EAST QUARTER CORNER i SECTION 21 -T7N-R68W SECTION 21 -T7N-R68W Z I �A SOUTH QUARTER CORNER N i SECTION 21 -T7N-R68W Lp 600 0 600 Feet S UT EAST CORNER ( IN FEET )1 - ��SECTION 21 -T7N-R68W 1 inch = soo n. DESCRIPTION SW PROSPECT 125 PROJECT NORTHERN AREA BOUNDARY MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 DRAWN BY SCALE FORT COLLINS C. Snowdon 1 600' EXHIBIT " = FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221.4158 COLORADO DATE PROJECT B - 1 GREELEY: 820 8th Street, 80631 northernengineering.com January 26, 2018 232_043 EXHIBIT B-2 SW Prospect I25 Metropolitan District No . 1 Map PRO PELT ROAD NORTH QUARTER CORNER SECTION 21 -T7N-R68W I NORTHEAST CORNER i SECTION 21 -T7N-R68W _ i N LU Q DISTRICT 1 1 , 839 , 813 sq . ft . w 42 . 24 ac z iI I I I I CENTER QUARTER CORNER \\ I I EAST QUARTER CORNER i SECTION 21 -T7N-R68W \ I \ SECTION 21 -T7N-R68W \ I I I 1 1 I OVERALL DISTRICT I BOUNDARY �I I � � I I l N DISTRICT 1 I II I 43 , 560 sq . ft . rn SOUTH QUARTER CORNER 1 i SECTION 21 -T7N-R68W � � 1 . 00 acLp 1 . I \ 1 600 0 600 Feet S UO THEAST CORNER ( IN FEET ) - ��SECTION 21 -T7N-R68W 1 1 inch = soo n. DESCRIPTION SW PROSPECT 125 DISTRICT 1 NORTHERN AREA BOUNDARY MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 DRAWN BY SCALE FORT COLLINS EXHIBIT C. Snowdon 1 " = 600' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970221'4158 COLORADO DATE PROJECT B - 2 GREELEY: 820 8th Street, 80631 northernengineering.com January 26, 2018 232-043 EXHIBIT B -3 SW Prospect I25 Metropolitan District No . 2- 7 Map IjE�CT ROAD jv NORTH QUARTER CORNER SECTION 21 -T7N-R68W \ I NORTHEAST CORNER \ 1 i SECTION 21 -T7N-R68W LLI 1 1 zl � I i I I i I I I I � 1 . I CENTER QUARTER CORNER I I EAST QUARTER CORNER i SECTION 21 -T7N-R68W \ I SECTION 21 -T7N-R68W i1 I I I I 1 . OVERALL DISTRICT I BOUNDARY I 1 � I 1 DISTRICTS 2 -7 1 \ 1 rn .� SOUTH QUARTER CORNER 43 , 560 sq . ft . 1 N i SECTION 21 -T7N-R68W 1 . 00 ac 1 1 600 0 600 Feet -- SOUTHEAST CORNER ( IN FEET ) SECTION 21 -T7N-R68W 1 inch = 600 ft. DESCRIPTION SW PROSPECT 125 DISTRICTS 2-7 NORTHERN AREA BOUNDARY MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 DRAWN BY SCALE EXHIBIT FORT COLLINS c. Snowdon 1 " = 600' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221.4158 COLORADO rDAEPROJECT B - 3 GREELEY: 8208th Street, 80631 northernengineering.com uary 26, 2018 232-043 EXHIBIT B -4 SW Prospect I25 Metropolitan District Nos. 1 -7 Estimated Future Boundary Map PROSPECT ROAD NORTH QUARTER CORNER SECTION 21 -T7N-R68W , I NORTHEAST CORNER j SECTION 21 -T7N-R68W 1 NI j l w . DISTRICT 1 w I I zl I � • I I I I I I I FUTURE DISTRICT 2 I j FUTURE \� DISTRICT 3 CENTER QUARTER CORNER I I EAST QUARTER CORNER j SECTION 21 -T7N-R68W SECTION 21 -T7N-R68W I I II DISTRICT 1 (� G� 1 FUTURE ESTIMATED DISTRICT 2 OVERALL DISTRICT �j G� I I FUTURE ESTIMATED DISTRICT 3 BOUNDARY I FUTURE ESTIMATED DISTRICT 4 I I Cr O'N G>► \\ m FUTURE ESTIMATED DISTRICT 5 Coo ', DISTRICTS 1 -7 SOUTH QUARTER CORNER I 11 N j SECTION 21 -T7N-R68W � � 1 DISTRICTS 1 = 7 I � 600 0 600 Feet -- SOUTHEAST CORNER ( IN FEET ) SECTION 21 -T7N-R68W 1 inch = 600 ft. DESCRIPTION SW PROSPECT 125 ESTIMATED DISTRICTS 1 -7 NORTHERN BOUNDARY MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 DRAWN BY SCALE EXHIBIT FORT COLLINS c. Snowdon 1 " = 600' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.2214158 COLORADO DATE PROJECT B -4 GREELEY: 8208th Street, 80631 narthernengineenng.cam January 26, 2018 232-043 EXHIBIT C SW Prospect I25 Metropolitan District Nos . 1 -7 Vicinity Map V LPG P G) m z TI r n L0 N B X LEER LU TCH LL W Y H H IY LU sG Z Ei PR SP T ROAD PRO PECT ROAD PROPOSED SW PROSPECT 125 METROPOLITAN DISTRICT 1000 0 1000 Feet ( IN FEET ) 1 inch = 1000ft. .L DESCRIPTION NORTHERN SW PROSPECT 125 VICINITY MAP E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 7 DRAwN BY scAEE EXHIBIT FORT COLLINS C. Snowdon 1 " = 1000' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970,221.4158 COLORADO DATE PROJECT C GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 232_043 :d EXHIBIT D SW Prospect 125 Metropolitan District Nos . 1 -7 Infrastructure Preliminary Development Plan NORTHERN ENGINEERING SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31, 2018 PUBLIC IMPROVEMENT COSTS FOR SW Prospect 125 Metropolitan District COMBINED AREA - 142.43 ACRES Public Improvements Quantity Unit Cost Extended Cost I . Grading/Miscellaneous Mobilization / General Conditions 1 LS $3,433,000.00 $ 3,433,000.00 Clearing and Grubbing and Topsoil Stripping 142 Ac $11,900.00 $ 1,694,917.00 Earthwork (cut/fill/place) 229,788 CY $6.00 $ 1,378,728.00 Import Fill Dirt 11034,041 CY $10.00 $ 10,340,410.00 Erosion Control / Traffic Control 1 LS $4,904,000.00 $ 4,904,000.00 Subtotal $ 21,751,055.00 II. Roadway Improvements Parking Lots - SY $70.00 $ Access Road (24' Section) - LF $205.00 $ - Local Residential Street (51' Section) 41269 LF $273.00 $ 1,165,437.00 Local Industrial Street (66' Section) - LF $321.00 $ - Local Commercial Street (72' Section) 11,324 LF $336.00 $ 3,804,864.00 Minor Collector Street (76' Section) - LF $431.00 $ - Roundabout - EA $2,500,000.00 $ Box Culvert Bridge - EA $1,000,000.00 $ - Prospect Road Widening (Half 4-Lane Arterial) 11670 LF $637.00 $ 1,063,790.00 Frontage Road Reconstruct (2-Lane Arterial 84' Section) 3,785 LF $666.00 $ 2,520,810.00 Traffic Signal Improvements 1 EA $500,000.00 $ 250,000.00 Street Lighting 1 LS $353,000.00 $ 353,000.00 Signing and Striping 1 LS $265,000.00 $ 265,000.00 Subtotal $ 9,422,901.00 III. Potable Waterline Improvements 8" Waterline 91806 LF $90.00 $ 882,540.00 10" Waterline - LF $100.00 $ - 12" Waterline 81730 LF $112.00 $ 977,760.00 Utility Borings 184 LF $1,900.00 $ 350,000.00 Raw Water Requirements 92 AC-FT $41,428.00 $ 3,811,376.00 Off-Site Waterline Reimbursement to ELCO 1 LS $750,000.00 $ 750,000.00 Subtotal $ 6,771,676.00 IV. Sanitary Sewer and Subdrain Improvements 8" Sanitary Sewer 5,535 LF $109.00 $ 603,315.00 10" Sanitary Sewer - LF $114.00 $ - 12" Sanitary Sewer 4,177 LF $124.00 $ 517,948.00 27" Sanitary Sewer - LF $197.00 $ - 8" Subdrain %712 LF $75.00 $ 728,400.00 Subdrain Connection Fee - LS $0.00 $ - Sanitary Sewer Repayment - LS $0.00 $ - Subtotal $ 1,849,663.00 V. Storm Drainage Improvements 24" RCP Storm Sewer 3,874 LF $191.00 $ 73%934.00 24" CMP Storm Sewer 21600 LF $163.00 $ 423,800.00 36" RCP Storm Sewer - LF $222.00 $ - 48" RCP Storm Sewer 4,359 LF $324.00 $ 1,412,316.00 Outlet Structure 2 EA $10,000.00 $ 20,000.00 Water Quality 164,800 CF $6.00 $ 988,803.00 Subtotal $ 3,584,853.00 Page 1 of 2 NORTHERN ENGINEERING SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31, 2018 PUBLIC IMPROVEMENT COSTS FOR SW Prospect 125 Metropolitan District COMBINED AREA - 142.43 ACRES Public Improvements Quantity Unit Cost Extended Cost VI . Non-Potable Irrigation Improvements 6" Non-Potable Waterline 6,449 LF $56.00 $ 361, 144.00 Non-Potable Waterline Pumphouse 4 LS $450,000.00 $ 1,800,000.00 Non-Potable Pond and Delivery Improvements - LS $250,000.00 $ Flood Irrigation System and Appurtences 1 LS $268, 138.00 $ 268,138.00 Well Head Replacement 4 EA $27,500.00 $ 110,000.00 Raw Water Requirements 31 AC-FT $41,428.00 $ 1,284,268.00 Subtotal $ 3,823,550.00 VII. Open Space, Parks and Trails Structural Demolition 1 LS $2,423,070.00 $ 2,423,070.00 Natural Area Open Space 15 AC $108,900.00 $ 1,633,500.00 Landscaped Open Space 16 AC $239,580.00 $ 3,833,280.00 Regional Trails 10,513 LF $160.00 $ 1,682,080.00 Monument Signs 6 EA $75,000.00 $ 450,000.00 Pocket Park and Park Amenities 1 EA $150,000.00 $ 150,000.00 Open Space Acquisition - AC $20,000.00 $ - Subtotal $ 10,171,930.00 VIII . Admin. / Design / Permitting / Etc. Engineering / Surveying 1 LS $5,738,000.00 $ 5,738,000.00 Construction Management / Inspection / Testing 1 LS $8,607,000.00 $ 8,607,000.00 Admin . / Planning / Permitting 1 LS $1,722,000.00 $ 1,722,000.00 Subtotal $ 16,067,000.00 Infrastructure Subtotal $ 73,442,628.00 Contingency (20%) $ 14,688,526.00 Total Cost $ 881131,1S4.00 Page 2 of 2 - PROSPECT ROAD LEGEND : STREETS OWNED AND MAINTAINED BY THE CITY OF FORT COLLINS ■ ■ ■ ■ ■ ■ � LID I RESIDENTIAL ■ N I LOCAL STREET I. LU Q � \ � I � ■ ■ ■ ■ ■ ■ ■ ■ � COMMERCIAL 1 C/) i LOCAL STREET 2-LANE ARTERIAL / = Z I STREET t���•• ,�,, 1 I z 4 LANE wo ,, I I ARTERIAL STREET in ,,�� 1 NOTE : LOCAL STREETS I■ ,1�� I I AND ASSOCIATED UTILITIES I: i #40 I AREMAYONCEPTUAL CHANGE AS AND • ■ ,� I DEVELOPMENT OCCURS. I I ON I, �• r in ■ I: : r summommommillm ■ IN 1 ■ � A . I \■ ■ i i I 0 0 • i I; ; •••,•O• can I• ••�• 4 m •��� . cr \10 ■ ••N ; I 600 0 600 Feet IN 1 1 inchF 600 )ft. DESCRIPTION NORTHERN SW PROSPECT 125 STREET MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 DROWN BY SCALE EXHIBIT FORT COLLINS C. Snowdon 1 " = 600' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970,221.4158 COLORADO DATE PROJECT D GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 232-043 FIGURE 1 OF 6 ROSPIEC� CIA 12" WATERLINE LEGEND : — BORE WATER LINE - 12 INCH PVC. ALL WATER TO BE OWNED \ \ AND MAINTAINED BY ELCO i \ \ WATER DISTRICT. \ I WATER LINE - 8 INCH PVC . LO V� ALL WATER TO BE OWNED I \ N I AND MAINTAINED BY ELCO i I/ LU WATER DISTRICT.8" WATER Q . � I NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES \ LLJ ARE CONCEPTUAL AND "r / I Z I MAY CHANGE AS DEVELOPMENT OCCURS. � i I 12" WA-F R t I I I I I I I I I I 8" WATER \ I � I I I � I ( 12" WATER II I I Z I � � 18" WATER \ 1 Cn \ 12" WATERLINE 600 0 600 Feet — — BORE 1 ( IN FEET ) W- 1 inch = 600 ft. DESCRIPTION NORTHERN SW PROSPECT 125 POTABLE WATER MAP E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 7 DRAwN BY scAEE EXHIBIT FORT COLLINS C. Snowdon 1 " = 600' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221.4158 COLORADO DATE __j PROJECT D GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 232-043 FIGURE 2 OF 6 U-PROSPEC I CIA LEGEND : SEWER LINE - 12 INCH PVC. ALL SEWER TO BE OWNED \ \ I AND MAINTAINED BY \ \ BOXELDER SANITATION DISTRICT � SEWER LINE - 8 INCH PVC . \ N ALL SEWER TO BE OWNED 8" SUBDRAIN n \ LU I ss AND MAINTAINED BY \ H BOXELDER SANITATION DISTRICT I j SUBDRAIN - 8 INCH HDPE. / SD ALL SUBDRAINS TO BE I uJ . OWNED AND MAINTAINED BY THE METRO DISTRICT. i NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND I 12" DANITARYI MAY CHANGE AS DEVELOPMENT OCCURS. SEWER I c I18" SANITARY SEWER I I I I \ 8" SUBDRAIN I I I I 8" SANITARY I SEWER I l I CO I 12" SANITARY �\ SEWER I j 1 \ 8" SANITARY j \1 SEWER I TIE TO EXISTING \ \ BOXELDER 1 600 0 600 Feet SANITATION mh ( IN FEET ) 1 inch = 600 ft. DESCRIPTION NORTHERN SW PROSPECT 125 PER & ENGINEERING METROPOLITAN DISTRICTS 1 - 7 SUBDRAIN MA DROWN BY SCALE EXHIBIT FORT COLLINS C. Snowdon 1 " = 600' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221.4158 COLORADO DATE PROJECT D GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 232-043 FIGURE 3 OF 6 U-PROSPIECT ROA6 LEGEND : e24M 4 STORM 24" RCP STORM DRAIN 1 I DRAIN LINE DIRECTION OF CONVEYANCE � : � CM� 24" CMP STORM 77 T 1 LU DRAIN LINE � w — gT— 48" RCP STORM Q I DRAIN LINE C/) 7V7 � I DETENTION AREA WZ I NOTE : LOCAL STREETS AND ASSOCIATED UTILITIES 1 I ARE CONCEPTUAL AND I MAY CHANGE AS I lab I DEVELOPMENT OCCURS. 24" CMP I 1 ALL STORM DRAINS WITHIN RIGHT-OF-WAY TO BE OWNED AND MAINTAINED BY I I I CITY OF FORT COLLINS. I I ALL STORM DRAINS I 48" STORM I I OUTSIDE OF RIGHT-OF-WAY i I DRAIN I TO BE OWNED AND MAINTAINED BY METRO I DISTRICT. I I I \ 1 I 24" CMP l I IZ wA 1 1 � I I I 48" STOR I 1► I m DRAIN 1 . \ 24" STORM DRAIN I 1 S� TA I 1 CMp} 1 `- \ I 1 I \ 24" CMP \ \ ♦ I 1 I I[ 1 \ I 1 600 0 600 Feet — i ( IN FEET ) 1 1 inch = 600 ft. DESCRIPTION NORTHERN SW PROSPECT 125 STORM DRAINAGE MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 DROWN BY SCALE EXHIBIT FORT COLLINS C. Snowdon 1 " = 600' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970,221.4158 COLORADO DATE PROJECT D GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 232-043 FIGURE 4 OF 6 EXISTING PROSPECT ROA WELL 1 EXISTING LEGEND : _ . . _ . . — . . _ . . _ . . _ ._ �. WELL NON-POTABLE IRRIGATION IRR LINE - ALL LINES ARE 8" PVC . \ °iQ WELL3 EXISTING NON-POTABLE FLOOD \ I FIR IRRIGATION SYSTEM . N I I NOTE : LOCAL STREETS i I \ LU AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS I 1 C/) i DEVELOPMENT OCCURS . aFy 1 LLI 8" NON-POTABLE "n I Z I IRRIGATION I I I Fin, FLOOD IRRIGATION I SYSTEM I I I I I \ 1 I i EXISTING WELL 4 I \ � IRR I I \ I 1 1 I I , I I 8" NON-POTABLE IRRIGATION \ � m 1 � I \ \ \ I 1 600 0 600 Feet — i ( IN FEET ) 1 1 inch = 600 ft. DESCRIPTION NORTHERN SW PROSPECT 125 NON -POTABLE IRRIGATION MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 DROWN BY SCALE EXHIBIT FORT COLLINS C. Snowdon 1 " = 600' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4158 COLORADO DATE PROJECT D GREELEY: 820 8th Street, 80631 northemengineering.com January 31 , 2018 232-043 FIGURE 5 OF 6 llP OSPECT ROAD _ _ _ _ LEGEND : — — — — T CONNECTIVITY ■ � � � � � � ��� �� LANDSCAPING w/ TRAILS STREETS w/ " , , , , � \ I ■� ��� ■ � �`1.1 ���. TREE LAWN AREAS L cv l \ LJJ NATURAL AREA j \ Q OPEN SPACE •to to � I / 1 W I POCKET PARK / I z I NOTE : LOCAL STREETS ���, 1 AND ASSOCIATED UTILITIES 1 I ARE CONCEPTUAL AND MAY CHANGE AS ,,� I I DEVELOPMENT OCCURS . � ■ i III&I1 �.I in WIN • r i: i I IN is I■ � Z m is : cr so •: I 600 0 600 Feet IN 1 1 inchF 600 )ft. DESCRIPTION SW PROSPECT 125 OPEN SPACE , PARKS , NORTHERN METROPOLITAN DISTRICTS 1 - 7 & TRAILS MAP ENGINEERING DRAWN BY SCALE EXHIBIT FORT COLLINS C. Snowdon 1 " = 600' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970,221.4158 COLORADO DATE PROJECT D GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 232-043 FIGURE 6 OF 6 EXHIBIT E SW Prospect I25 Metropolitan District Nos . 1 -7 Financial Plan 1 Combined Sources and Uses : SW Prospect 125 Metropolitan Districts Percent Series 2023 Series 2028 Series 2036 TOTAL of Total Sources Par $ 36, 025, 000 $ 33, 390, 000 $ 122, 4901000 $ 191, 905, 000 95% Funds on Hand $ $ 10, 838, 000 $ 10, 838, 000 5 % TOTAL: $ 36, 025, 000 $ 33, 390, 000 $ 133, 3281000 $ 202, 743 , 000 Uses Project Fund $ 26, 301, 250 $ 24, 085, 200 $ 58,452, 569 $ 108, 839, 019 54 % Refunding Proceeds $ 67, 195, 000 $ 67, 195, 000 33% Capitalized Interest $ 51403, 750 $ 51008, 500 $ 11301,456 $ 11, 713, 706 6% Reserve Fund $ 31299, 500 $ 31328, 500 $ 51566, 525 $ 12, 194, 525 6% Costs of Issuance $ 11020, 500 $ 967, 800 $ 812, 450 $ 21800, 750 1 % TOTAL : $ 36, 025, 000 $ 33, 390, 000 $ 133, 3281000 $ 202, 743, 000 2 SW PROSPECT 125 METROPOLITAN DISTRICT Nos. 1-7 (Commercial) Development Projection at 50.000 (target) District Mills for Debt Service Series 2036, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2023 & Series 2028 + New, 100x, Assumes Investment Grade, 30-yr. Maturity « « « « Residential » » » » < Platted/Deve0l"d L<otso« Commercial « « « « « Commercial » » » » » Mkt Value As'ed Value As'ed Value Mkt Value As'ed Value District District District Biennial @ 7.20% @ 29.00% Biennial @ 29.00% Total D/S Mill Levy* D/S Mill Levy S.O. Taxes Total Total Reasses'mt Cumulative of Market Cumulative of Market Total Comm'l Total Hotel Reasses'mt Cumulative of Market Assessed [50.000 Target] Collections Collected Available YEAR Res'I Units @ 6.0% Market Value (2-yr lag) Market Value (2-yr lag) Sq. Ft. Rooms @ 6.0% Market Value (2-yr lag) Value [50.000 Cap] @ 98% @ 6% Revenue 2017 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 0 50.000 $0 $0 0 2019 0 0 0 0 0 0 0 0 0 $0 50.000 0 0 0 2020 0 0 0 0 799,000 0 0 0 0 0 0 0 50.000 0 0 0 2021 0 0 0 2,975,000 0 38,000 0 8,479,052 0 0 50.000 0 0 0 2022 0 0 0 0 1 ,100,000 231 ,710 50,000 150 508,743 41 ,596,064 0 231 ,710 50.000 11 ,354 681 12,035 2023 0 0 0 2,016,000 862,750 50,000 0 53,740,953 2,458,925 3,321 ,675 50.000 162,762 9,766 172,528 2024 0 0 0 0 1 ,900,000 319,000 94,000 0 3,224,457 79,668,844 12,062,859 12,381 ,859 50.000 606,711 36,403 643,114 2025 0 0 0 1 ,650,000 584,640 90,000 0 101 ,493,872 15,584,876 16,169,516 50.000 792,306 47,538 839,845 2026 0 0 0 0 1 ,850,000 551 ,000 80,000 0 6,089,632 126,915,884 23,103,965 23,654,965 50.000 1 ,159,093 69,546 1 ,228,639 2027 0 0 0 800,000 478,500 90,000 0 149,025,097 29,433,223 29,911 ,723 50.000 1 ,465,674 87,940 1 ,553,615 2028 0 0 0 0 1 ,100,000 536,500 40,000 0 8,941 ,506 167,718,558 36,805,606 37,342,106 50.000 1 ,829,763 109,786 1 ,939,549 2029 0 0 0 950,000 232,000 60,000 0 181 ,395,675 43,217,278 43,449,278 50.000 2,129,015 127,741 2,256,755 2030 0 0 0 0 1 ,700,000 319,000 60,000 0 10,883,741 204,327,713 48,638,382 48,957,382 50.000 2,398,912 143,935 2,542,846 2031 0 0 0 750,000 275,500 110,000 0 226,319,025 52,604,746 52,880,246 50.000 2,591 ,132 155,468 2,746,600 2032 0 0 0 0 900,000 493,000 50,000 0 13,579,142 249,794,258 59,255,037 59,748,037 50.000 2,927,654 175,659 3,103,313 2033 0 0 0 900,000 217,500 60,000 0 261 ,907,073 65,632,517 65,850,017 50.000 3,226,651 193,599 3,420,250 2034 0 0 0 0 900,000 261 ,000 60,000 0 15,714,424 289,976,568 72,440,335 72,701 ,335 50.000 3,562,365 213,742 3,776,107 2035 0 0 0 750,000 261 ,000 60,000 0 302,578,741 75,953,051 76,214,051 50.000 3,734,489 224,069 3,958,558 2036 0 0 0 0 750,000 261 ,000 50,000 0 18,154,724 331 ,445,312 84,093,205 84,354,205 50.000 4,133,356 248,001 4,381 ,357 2037 0 0 0 300,000 217,500 50,000 0 342,371 ,396 87,747,835 87,965,335 50.000 4,310,301 258,618 4,568,919 2038 0 0 0 0 0 217,500 20,000 0 20,542,284 367,371 ,522 96,119,141 96,336,641 50.000 4,720,495 283,230 5,003,725 2039 0 0 0 0 87,000 0 0 367,371 ,522 99,287,705 99,374,705 50.000 4,869,361 292,162 5,161 ,522 2040 0 0 0 0 0 0 0 0 22,042,291 389,413,814 106,537,741 106,537,741 50.000 5,220,349 313,221 5,533,570 2041 0 0 0 0 389,413,814 106,537,741 106,537,741 50.000 5,220,349 313,221 5,533,570 2042 0 0 0 0 0 23,364,829 412,778,642 112,930,006 112,930,006 50.000 5,533,570 332,014 5,865,585 2043 0 0 0 0 412,778,642 112,930,006 112,930,006 50.000 5,533,570 332,014 5,865,585 2044 0 0 0 0 0 24,766,719 437,545,361 119,705,806 119,705,806 50.000 5,865,585 351 ,935 6,217,520 2045 0 0 0 0 437,545,361 119,705,806 119,705,806 50.000 5,865,585 351 ,935 6,217,520 2046 0 0 0 0 0 26,252,722 463,798,083 126,888,155 126,888,155 50.000 6,217,520 373,051 6,590,571 2047 0 0 0 0 463,798,083 126,888,155 126,888,155 50.000 6,217,520 373,051 6,590,571 2048 0 0 0 0 0 27,827,885 491 ,625,967 134,501 ,444 134,501 ,444 50.000 6,590,571 395,434 6,986,005 2049 0 0 0 0 491 ,625,967 134,501 ,444 134,501 ,444 50.000 6,590,571 395,434 6,986,005 2050 0 0 0 0 0 29,497,558 521 ,123,526 142,571 ,531 142,571 ,531 50.000 6,986,005 419,160 7,405,165 2051 0 0 0 0 521 ,123,526 142,571 ,531 142,571 ,531 50.000 6,986,005 419,160 7,405,165 2052 0 0 0 0 0 31 ,267,412 552,390,937 151 ,125,822 151 ,125,822 50.000 7,405,165 444,310 7,849,475 2053 0 0 0 0 552,390,937 151 ,125,822 151 ,125,822 50.000 7,405,165 444,310 7,849,475 2054 0 0 0 0 0 33,143,456 585,534,393 160,193,372 160,193,372 50.000 7,849,475 470,969 8,320,444 2055 0 0 0 0 585,534,393 160,193,372 160,193,372 50.000 7,849,475 470,969 8,320,444 2056 0 0 0 0 0 35,132,064 620,666,457 169,804,974 169,804,974 50.000 8,320,444 499,227 8,819,670 2057 0 0 0 0 620,666,457 169,804,974 169,804,974 50.000 8,320,444 499,227 8,819,670 2058 0 0 0 0 0 37,239,987 657,906,444 179,993,272 179,993,272 50.000 8,819,670 529,180 9,348,851 2059 0 0 0 0 657,906,444 179,993,272 179,993,272 50.000 8,819,670 529,180 9,348,851 2060 0 0 0 0 0 39,474,387 697,380,831 190,792,869 190,792,869 50.000 9,348,851 560,931 9,909,782 2061 0 0 0 0 697,380,831 190,792,869 190,792,869 50.000 9,348,851 560,931 9,909,782 2062 0 0 0 0 0 41 ,842,850 739,223,681 202,240,441 202,240,441 50.000 9,909,782 594,587 10,504,369 2063 0 0 0 0 739,223,681 202,240,441 202,240,441 50.000 9,909,782 594,587 10,504,369 2064 0 0 0 44,353,421 783,577,102 214,374,867 214,374,867 50.000 10,504,369 630,262 11 ,134,631 2065 0 0 783,577,102 214,374,867 214,374,867 50.000 10,504,369 630,262 11 ,134,631 2066 0 0 0 47,014,626 830,591 ,728 227,237,359 227,237,359 50.000 11 ,134,631 668,078 11 ,802,708 0 0 1 , 112,000 150 560,858,859 252,908,735 15,174,524 268,083,259 [*] The Districts may also levy up to 20.00 Mills for Operations & Maintenance + 10.00 Mills for the Overlay District Project Mill Levy Prepared by D.A.Davidson & Co. 1/31/2018 E SW P125MD Fin Plan 18 C NR LF FP SP+2036 Refg Draft: For discussion purposes only. 3 SW PROSPECT 125 METROPOLITAN DISTRICT Nos. 1-7 (Commercial) Development Projection at 50.000 (target) District Mills for Debt Service Series 2036, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2023 & Series 2028 + New, 100x, Assumes Investment Grade, 30-yr. Maturity Ser. 2023 Ser. 2028 Ser. 2036 $36,025,000 Par $33,390,000 Par $122,490,000 Par Surplus Cov. of Net DS: Cov. of Net DS: [Net $26.301 MM] [Net $24.085 MM] [Net $58.453 MM] Total Annual Release @ Cumulative Debt/ Debt/ @ 50.000 target @ 50.000 Cap Net Available Net Debt Net Debt Net Debt Net Debt Funds on Hand* Surplus Surplus Assessed Acfl Value YEAR for Debt Svc Service Service Service Service Used as Source to $12,249,000 $12,249,000 Target Ratio Ratio 2017 2018 0 Na 0 n/a n/a 0% 0% 2019 0 Na 0 n/a n/a 0% 0% 2020 0 Na 0 n/a n/a 0% 0% 2021 0 Na 0 0% 0% 0% 0% 2022 12,035 Na 0 0% 0% 0% 0% 2023 172,528 $0 0 172,528 172,528 291 % 44% 0% 0% 2024 643,114 0 0 643,114 0 815,642 223% 35% 0% 0% 2025 839,845 0 0 839,845 0 1 ,655,486 152% 28% 0% 0% 2026 1 ,228,639 0 0 1 ,228,639 0 2,884,125 120% 24% 0% 0% 2027 1 ,553,615 1 ,801 ,250 1 ,801 ,250 (247,635) 0 2,636,490 96% 21 % 86% 86% 2028 1 ,939,549 1 ,816,250 $0 1 ,816,250 123,299 0 2,759,789 160% 38% 107% 107% 2029 2,256,755 1 ,815,500 0 1 ,815,500 441 ,255 0 3,201 ,044 142% 34% 124% 124% 2030 2,542,846 1 ,924,750 0 1 ,924,750 618,096 0 3,819,141 131 % 31 % 132% 132% 2031 2,746,600 1 ,928,500 0 1 ,928,500 818, 100 0 4,637,241 116% 28% 142% 142% 2032 3,103,313 2,041 ,750 1 ,669,500 3,711 ,250 (607,937) 0 4,029,304 105% 26% 84% 84% 2033 3,420,250 2,044,000 1 ,669,500 3,713,500 (293,250) 0 3,736,054 94% 24% 92% 92% 2034 3,776,107 2, 165,500 1 ,669,500 3,835,000 (58,893) 0 3,677,161 89% 22% 99% 99% 2035 3,958,558 2,165,250 1 ,669,500 3,834,750 123,808 0 3,800,969 80% 20% 103% 103% 2036 4,381 ,357 2,294,000 1 ,669,500 $0 3,963,500 $4,210,000 (3,792,143) 0 8,826 139% 36% 111 % 111 % 2037 4,568,919 [RefdbySec '33] [RefdbySec '33] 3,904,369 3,904,369 664,551 0 673,377 127% 33% 117% 117% 2038 5,003,725 5,205,825 5,205,825 (202,100) 0 471 ,277 123% 33% 96% 96% 2039 5,161 ,522 5,205,825 5,205,825 (44,303) 0 426,974 115% 31 % 99% 99% 2040 5,533,570 5,530,825 5,530,825 2,745 0 429,720 115% 31 % 100% 100% 2041 5,533,570 5,532,013 5,532,013 1 ,558 0 431 ,277 108% 30% 100% 100% 2042 5,865,585 5,862,563 5,862,563 3,022 0 434,299 107% 29% 100% 100% 2043 5,865,585 5,863,450 5,863,450 2, 135 0 436,434 101 % 28% 100% 100% 2044 6,217,520 6,213,063 6,213,063 4,457 0 440,891 100% 27% 100% 100% 2045 6,217,520 6,216,525 6,216,525 995 0 441 ,886 93% 25% 100% 100% 2046 6,590,571 6,587,863 6,587,863 2,708 0 444,594 92% 25% 100% 100% 2047 6,590,571 6,586,350 6,586,350 4,221 0 448,815 85% 23% 100% 100% 2048 6,986,005 6,982,075 6,982,075 3,930 0 452,745 84% 23% 100% 100% 2049 6,986,005 6,983,038 6,983,038 2,967 0 455,712 78% 21% 100% 100% 2050 7,405,165 7,400,175 7,400,175 4,990 0 460,702 76% 21% 100% 100% 2051 7,405,165 7,400,638 7,400,638 4,528 0 465,230 70% 19% 100% 100% 2052 7,849,475 7,846,213 7,846,213 3,263 0 468,493 67% 18% 100% 100% 2053 7,849,475 7,847,775 7,847,775 1 ,700 0 470,193 61 % 17% 100% 100% 2054 8,320,444 8,318,175 8,318,175 2,269 0 472,462 59% 16% 100% 100% 2055 8,320,444 8,317,225 8,317,225 3,219 0 475,681 53% 14% 100% 100% 2056 8,819,670 8,818,838 8,818,838 833 0 476,513 50% 14% 100% 100% 2057 8,819,670 8,816,338 8,816,338 3,333 0 479,846 44% 12% 100% 100% 2058 9,348,851 9,344,913 9,344,913 3,938 0 483,784 41 % 11 % 100% 100% 2059 9,348,851 9,346,613 9,346,613 2,238 0 486,022 35% 10% 100% 100% 2060 9,909,782 9,907,475 9,907,475 2,307 0 488,329 32% 9% 100% 100% 2061 9,909,782 9,908,275 9,908,275 1 ,507 0 489,836 26% 7% 100% 100% 2062 10,504,369 10,501 ,325 10,501 ,325 3,044 0 492,879 22% 6% 100% 100% 2063 10,504,369 10,500,913 10,500,913 3,456 0 496,335 17% 5% 100% 100% 2064 11 ,134,631 11 ,130,625 11 ,130,625 4,006 0 500,341 12% 3% 100% 100% 2065 11 ,134,631 11 ,133,050 11 ,133,050 1 ,581 0 501 ,921 7% 2% 100% 100% 2066 11 ,802,708 11 ,801 ,525 11 ,801 ,525 1 ,183 0 503,105 0% 0% 100% 100% 268,083,259 19,996,750 8,347,500 235,013,869 263,358,119 4,210,000 503,105 0 [EJan311823nrspE] [EJan311828nrspE] [EJan311836igd l [ J Estimated balance (tbd). Prepared by D.A.Davidson & Co. 1/31/2018 E SW P125MD Fin Plan 18 C NR LF FP SP+2036 Refg Draft: For discussion purposes only. 4 SW PROSPECT 125 METROPOLITAN DISTRICT Nos. 1-7 (Commercial) Development Summary Development Projection -- Buildout Plan ( updated 1 /31 / 18 ) Commercial Development Gas Station / Pad Retail Office Industrial Hotel Convenience Product Type Base $ (' 18) $ 165/sf $250/sf $200/sf $ 150/sf $ 125 ,000/Rm Comm 'I Totals* 2017 - - - - - - 2018 - - - - - - 2019 - - - - - - 2020 - - - - - - 2021 69000 12 , 000 20 , 000 - - 385000 2022 - 20 , 000 305000 - 150 505150 2023 - 20 , 000 309000 - - 509000 2024 4 , 000 30 , 000 609000 - - 949000 2025 - 20 , 000 709000 - - 909000 2026 - 10 , 000 70 , 000 - - 80 , 000 2027 - 10 , 000 80 , 000 - - 90 , 000 2028 - - 40 , 000 - - 40 , 000 2029 - - 40 , 000 209000 - 60 , 000 2030 - - 10 , 000 509000 - 609000 2031 - - 109000 100 , 000 - 1109000 2032 - - - 50 , 000 - 509000 2033 - - - 60 , 000 - 605000 2034 - - - 60 , 000 - 605000 2035 - - - 60 , 000 - 609000 2036 - - - 50 , 000 - 509000 2037 - - - 50 , 000 - 509000 2038 - - - 209000 - 20 , 000 2039 - - - - - - 2040 - - - - - - 10 , 000 1225000 460 , 000 5205000 150 151125150 MV @ Full Buildout $ 1 ,6507000 $30 , 500 ,000 $92,000,000 $78 ,000 ,000 $ 1877507000 $220,900,000 (base prices; un-infl . ) [*] Not including Hotels ; presented in Rooms notes : Platted/Dev Lots = 10% MV; one-yr prior Base MV $ inflated 2 % per annum 1 /31 /2018 E SWP125MD Fin Plan 18 C Dev Summ Prepared by D .A. Davidson & Co . 5 mil. D AIDAVIIDSON HIM nHOY! 411rtl WAAWS SOURCES AND USES OF FUNDS SW PROSPECT 125 METROPOLITAN DISTRICT Nos . 1 -7 GENERAL OBLIGATION BONDS , SERIES 2023 0 . 00 (target) Residential Mills + 50 .000 (target) Commercial Mills Non -Rated , 105x, 30-yr. Maturity (Growth thru 2026 + 6. 00% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01 /2023 Delivery Date 12/01 /2023 Sources : Bond Proceeds : Par Amount 36 ,025,000.00 36 ,025 ,000.00 Uses : Project Fund Deposits : Project Fund 26 , 301 ,250.00 Other Fund Deposits: Capitalized Interest Fund 5403,750.00 Debt Service Reserve Fund 3299,500.00 81703250.00 Cost of Issuance: Other Cost of Issuance 300,000.00 Delivery Date Expenses: Underwriter's Discount 720,500.00 36 ,025 ,000.00 Jan 31 , 2018 7 : 39 am Prepared by D .A, Davidson & Co Quantitative Group—PM (SW Prospect 125 MD 18 : EJAN3118-23NRSPE ) 6 mil. D AIDAVIIDSON HIM nHOY! 411rtl WAAWS SOURCES AND USES OF FUNDS SW PROSPECT 125 METROPOLITAN DISTRICT Nos . 1 -7 (Commercial) GENERAL OBLIGATION BONDS , SERIES 2028 0 . 00 (target) Residential Mills + 50 .000 (target) Commercial Mills Non -Rated , 105x, 30-yr. Maturity (Growth thru 2031 + 6. 00% Bi -Reassessment Projections ) [ Preliminary -- for discsussion only ] Dated Date 12/01 /2028 Delivery Date 12/01 /2028 Sources : Bond Proceeds : Par Amount 33 ,390,000.00 33 , 390 ,000.00 Uses : Project Fund Deposits : Project Fund 24 ,085 ,200.00 Other Fund Deposits: Capitalized Interest Fund 5 ,008,500.00 Debt Service Reserve Fund 3 ,328,500.00 8 , 337 ,000.00 Cost of Issuance: Other Cost of Issuance 300,000.00 Delivery Date Expenses: Underwriter's Discount 667,800.00 33 , 390 ,000.00 Jan 31 , 2018 7 :42 am Prepared by D .A, Davidson & Co Quantitative Group—PM (SW Prospect 125 MD 18 : EJAN3118-28NRSPE ) 7 D ;1 DAVIDSON n [D nCOu! <Nny vuaGV SOURCES AND USES OF FUNDS SW PROSPECT 125 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed) Series 2023 & Series 2028 + New Money 50 .000 (target) Commercial Mills Assumes Investment Grade , 100x, 30 -yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01 /2036 Delivery Date 12/01 /2036 Sources : Bond Proceeds : Par Amount 1224907000.00 Other Sources of Funds: Funds on Hand' 4 ,210 ,000.00 Series 2023 - DSRF 32997500.00 Series 2028 - DSRF 3 , 328,500.00 10 ,838 ,000.00 133 , 328 ,000.00 Uses : Project Fund Deposits : Project Fund 58A52568.75 Refunding Escrow Deposits: Cash Deposit" 67 , 195,000.00 Other Fund Deposits: Capitalized Interest Fund 1 , 301 A56.25 Debt Service Reserve Fund 5566,525.00 6 ,867 ,981 .25 Cost of Issuance: Other Cost of Issuance 200,000.00 Delivery Date Expenses: Underwriter's Discount 6127450.00 133 , 328 ,000.00 ['] Estimated balances (tbd). Jan 31 , 2018 7 :49 am Prepared by D .A, Davidson & Co Quantitative Group--PM (SW Prospect 125 MD 18: EJAN3118-361GRFE ,361GRFE ) 8 1 ll . 1 DA1 IUSO .N ,I.,p u.,..,,, BOND SUMMARY STATISTICS SW PROSPECT 125 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed) Series 2023 & Series 2028 + New Money 50 .000 (target) Commercial Mills Assumes Investment Grade , 100x, 30 -yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01 /2036 Delivery Date 12/01 /2036 First Coupon 06/01 /2037 Last Maturity 12/01 /2066 Arbitrage Yield 4 .250000% True Interest Cost (TIC) 4 .285255% Net Interest Cost (NIC ) 4 .250000% All-In TIC 4.296822% Average Coupon 4.250000% Average Life (years) 22 .934 Weighted Average Maturity (years) 22.934 Duration of Issue (years) 14 .508 Par Amount 12274903000 . 00 Bond Proceeds 1227490, 000 . 00 Total Interest 119 , 391 , 850 .00 Net Interest 120 ,004,300 . 00 Bond Years from Dated Date 21809 ,2203000 . 00 Bond Years from Delivery Date 2X%2201000 . 00 Total Debt Service 241 ,881 , 850 . 00 Maximum Annual Debt Service 17, 368 , 050 . 00 Average Annual Debt Service 83062 , 728 . 33 Underwriter's Fees (per $ 1000) Average Takedown Other Fee 5.000000 Total Underwriter's Discount 5. 000000 Bid Price 99 . 500000 Average Par Average Average Maturity PV of 1 by Bond Component Value Price Coupon Life Date change Term Bond due 2063 1223490 ,000 .00 100.000 4.250% 22.934 11 /07/2059 2073008 . 10 122A90 ,000 .00 22 .934 207, 008 . 10 All-In Arbitrage TIC TIC Yield Par Value 1223490 ,000 .00 1223490 ,000 .00 1223490 ,000 .00 + Accrued Interest + Premium (Discount) - Underwriter's Discount -612A50 .00 -6121450 .00 - Cost of Issuance Expense -200 ,000 .00 - Other Amounts Target Value 121 , 877 , 550 .00 121 , 677 , 550 .00 122 ,490 , 000 .00 Target Date 12/01 /2036 12/01 /2036 12/01 /2036 Yield 4.285255% 4 .296822% 4 .250000% Jan 31 , 2018 7 :49 am Prepared by D .A, Davidson & Co Quantitative Group--PM (SW Prospect 125 MD 18: EJAN3118-361GRFE ,361GRFE ) 9 0. U DAVIDSON n CCO nKOY! 4iHt WClp BOND DEBT SERVICE SW PROSPECT 125 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2023 & Series 2028 + New Money 50 .000 (target) Commercial Mills Assumes Investment Grade , 100x, 30 -yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01 /2037 21602,912.50 21602,912.50 12/01 /2037 21602,912.50 27602,912.50 51205,825.00 06/01 /2038 276027912.50 276027912.50 12/01 /2038 2,602,912.50 2,602,912.50 59205,825.00 06/01 /2039 21602,912.50 21602,912.50 12/01 /2039 21602,912.50 27602,912.50 51205,825.00 06/01 /2040 276027912.50 276027912.50 12/01 /2040 3255000 4.250% 2,602,912.50 2,927,912.50 5,530,825.00 06/01 /2041 21596,006.25 21596,006.25 12/01 /2041 3403000 4.250% 21596,006.25 21936,006.25 51532,012.50 06/01 /2042 275887781 .25 275887781 .25 12/01 /2042 6855000 4.250% 2,588,781 .25 3,273,781 .25 5,862$ 62.50 06/01 /2043 295749225.00 295749225.00 12/01 /2043 7153000 4.250% 21574,225.00 31289,225.00 51863,450.00 06/01 /2044 215597031 .25 275597031 .25 12/01 /2044 1 ,095,000 4.250% 21559,031 .25 3,654,031 .25 69213,062.50 06/01 /2045 295359762.50 295359762.50 12/01 /2045 131453000 4.250% 21535,762.50 31680,762.50 61216,525.00 06/01 /2046 23511 ,431 .25 2,51 1 ,431 .25 12/01 /2046 155655000 4.250% 2,51 1 ,431 .25 4,076,431 .25 6,5879862.50 06/01 /2047 294789175.00 294789175.00 12/01 /2047 136303000 4.250% 2,4781175.00 41108, 175.00 61586,350.00 06/01 /2048 214437537.50 274437537.50 12/01 /2048 250955000 4.250% 21443,537.50 4$ 38,537.50 6,982,075.00 06/01 /2049 293999018.75 293999018.75 12/01 /2049 21185,000 4.250% 21399,018.75 41584,018.75 61983,037.50 06/01 /2050 273527587.50 273527587.50 12/01 /2050 256955000 4.250% 21352,587.50 5,047,587.50 7,400, 175.00 06/01 /2051 292959318.75 292959318.75 12/01 /2051 21810,000 4.250% 21295,318.75 51105,318.75 71400,637.50 06/01 /2052 272357606.25 272357606.25 12/01 /2052 353755000 4.250% 21235,606.25 5,610,606.25 7,846,212.50 06/01 /2053 291639887.50 291639887.50 12/01 /2053 31520,000 4.250% 21163,887.50 51683,887.50 71847,775.00 06/01 /2054 21089,087.50 21089,087.50 12/01 /2054 451405000 4.250% 21089,087.50 6,229,087.50 8$ 18, 175.00 06/01 /2055 21001 , 112.50 290019112.50 12/01 /2055 41315,000 4.250% 230013112.50 61316, 112.50 81317,225.00 06/01 /2056 11909,418.75 11909,418.75 12/01 /2056 550005000 4.250% 11909,418.75 6,909,418.75 8,818,837.50 06/01 /2057 198039168.75 198039168.75 12/01 /2057 51210,000 4.250% 11803, 168.75 71013, 168.75 81816,337.50 06/01/2058 11692,456.25 176927456.25 12/01 /2058 55960,000 4.250% 1 ,692,456.25 7,652,456.25 9$ 44,912.50 06/01 /2059 11565,806.25 11565,806.25 12/01 /2059 632153000 4.250% 11565,806.25 71780,806.25 91346,612.50 06/01 /2060 174337737.50 174337737.50 12/01 /2060 7,0405000 4.250% 11433,737.50 8,473,737.50 9,9079475.00 06/01 /2061 11284, 137.50 11284, 137.50 12/01 /2061 733403000 4.250% 11284, 137.50 81624, 137.50 91908,275.00 06/01 /2062 171287162.50 171287162.50 12/01 /2062 852455000 4.250% 11128, 162.50 9,373, 162.50 10,501 ,325.00 06/01 /2063 952,956.25 952,956.25 12/01 /2063 835953000 4.250% 952,956.25 915477956.25 10,500,912.50 06/01 /2064 7707312.50 7707312.50 12/01 /2064 %590,000 4.250% 770,312.50 10,360,312.50 11 , 130,625.00 06/01 /2065 5669525.00 5669525.00 12/01 /2065 1030003000 4.250% 566,525.00 1075667525.00 11 , 133,050.00 06/01 /2066 354,025.00 3547025.00 12/01 /2066 16,660,000 4.250% 354,025.00 17,0141025.00 171368,050.00 12234903000 119,391 ,850.00 24158815850.00 24158815850.00 Jan 31 , 2018 7 :49 am Prepared by D .A, Davidson & Co Quantitative Group-PM (SW Prospect 125 MD 18: EJAN3118-361GRFE,361GRFE) 10 qjh. U DAVIDSON n40 nKOY! CNlrq WIICIp NET DEBT SERVICE SW PROSPECT 125 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2023 & Series 2028 + New Money 50 .000 (target) Commercial Mills Assumes Investment Grade , 100x , 30 -yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Period Total Debt Service Capitalized Net Ending Principal Interest Debt Service Reserve Fund Interest Fund Debt Service 12/01 /2037 512051825.00 512051825.00 17301 ,456 .25 3,9041368 .75 12/01 /2038 512051825.00 512051825.00 512051825.00 12/01 /2039 53205,825.00 53205,825.00 53205,825.00 12/01 /2040 325,000 532059825.00 515305825.00 515309825.00 12/01 /2041 3401000 511921012.50 5,5321012 .50 5,5321012 .50 12/01 /2042 6851000 511771562.50 518621562 .50 518621562 .50 12/01 /2043 7153000 53148A50.00 55863A50 .00 55863,450 .00 12/01 /2044 110953000 59118,062.50 612139062 . 50 612139062 . 50 12/01 /2045 11145,000 51071 ,525.00 61216,525.00 61216,525.00 12/01 /2046 115651000 510221862 .50 6,5871862 .50 65871862 .50 12/01 /2047 116303000 43956,350.00 65586,350 .00 65586,350 .00 12/01 /2048 210953000 458875075.00 619829075.00 619829075.00 12/01 /2049 21185,000 41798,037.50 61983,037.50 61983,037 . 50 12/01 /2050 216951000 41705, 175.00 74001175.00 7,400, 175.00 12/01 /2051 218101000 41590,637.50 71400,637 .50 71400,637 .50 12/01 /2052 313753000 454715212 .50 718465212 . 50 718465212 . 50 12/01 /2053 31520,000 4$ 27,775.00 71847,775.00 71847,775.00 12/01 /2054 4 , 1401000 411781175.00 8,3181175.00 8,3181175.00 12/01 /2055 413151000 410021225.00 813171225.00 813171225.00 12/01 /2056 510003000 32818,837.50 85818,837 .50 81818,837 .50 12/01 /2057 51210,000 31606,337.50 81816,337 .50 81816,337 . 50 12/01 /2058 519601000 31384,912 .50 9,3441912 .50 9,3441912 .50 12/01 /2059 612151000 31131 ,612 .50 913461612 .50 913461612 .50 12/01 /2060 710403000 23867,475.00 91907,475.00 91907,475.00 12/01 /2061 71340,000 235689275.00 919089275.00 919089275.00 12/01 /2062 81245,000 21256,325.00 10,501 ,325.00 10,501 ,325.00 12/01 /2063 815951000 119051912 .50 1015001912 .50 1015001912 .50 12/01 /2064 915903000 13540,625.00 1111301625.00 1111301625.00 12/01 /2065 10,0003000 131339050.00 11 , 133,050.00 11 , 133,050.00 12/01 /2066 16,660,000 708,050.00 171368,050 .00 5 ,5661525 11 ,801 ,525.00 122,490,000 1199391 ,850.00 241 ,8819850.00 51566,525 113019456.25 235,0139868.75 Jan 31 , 2018 7 :49 am Prepared by D .A, Davidson & Co Quantitative Group-PM (SW Prospect 125 MD 18: EJAN3118-361GRFE,361GRFE) 11 1 1. U k DAVIDSON SUMMARY OF BONDS REFUNDED SW PROSPECT 125 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2023 & Series 2028 + New Money 50 .000 (target) Commercial Mills Assumes Investment Grade , 100x , 30 -yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Maturity Interest Par Call Call Bond Date Rate Amount Date Price 1 /31 /18 : Ser 23 NR LF, 5.00%, 105x, 0+50, Gro thru '26+6% BiRE , SP: TERM53 12/01 /2037 5.000% 605,000.00 12/01 /2036 100.000 12/01 /2038 5.000% 7751000.00 12/01 /2036 100.000 12/01 /2039 5.000% 8155000.00 12/01 /2036 100.000 12/01 /2040 5.000% 1 ,000,000.00 12/01 /2036 100.000 12/01 /2041 5.000% 110501000.00 12/01 /2036 100.000 12/01 /2042 5.000% 13255,000.00 12/01 /2036 100.000 12/01 /2043 5.000% 113209000.00 12/01 /2036 100.000 12/01 /2044 5.000% 1 ,550,000.00 12/01 /2036 100.000 12/01 /2045 5.000% 116301000.00 12/01 /2036 100.000 12/01 /2046 5.000% 13885,000.00 12/01 /2036 100.000 12/01 /2047 5.000% 119755000.00 12/01 /2036 100.000 12/01 /2048 5.000% 2,260,000.00 12/01 /2036 100.000 12/01 /2049 5.000% 21375,000.00 12/01 /2036 100.000 12/01 /2050 5.000% 21690,000.00 12/01 /2036 100.000 12/01 /2051 5.000% 218205000.00 12/01 /2036 100.000 12/01 /2052 5.000% 31170,000.00 12/01 /2036 100.000 12/01 /2053 5.000% 616301000.00 12/01 /2036 100.000 3318051000.00 1 /31 /18 : Ser 28 NR LF, 5.00%, 105x, 0+50, Gro thru '31 +6% BiRE , SP: TERM58 12/01 /2044 5.000% 35,000.00 12/01 /2036 100.000 12/01 /2045 5.000% 35,000.00 12/01 /2036 100.000 12/01 /2046 5.000% 1405000.00 12/01 /2036 100.000 12/01 /2047 5.000% 150,000.00 12/01 /2036 100.000 12/01 /2048 5.000% 2651000.00 12/01 /2036 100.000 12/01 /2049 5.000% 275,000.00 12/01 /2036 100.000 12/01 /2050 5.000% 4005000.00 12/01 /2036 100.000 12/01 /2051 5.000% 425,000.00 12/01 /2036 100.000 12/01 /2052 5.000% 570,000.00 12/01 /2036 100.000 12/01 /2053 5.000% 5951000.00 12/01 /2036 100.000 12/01 /2054 5.000% 416355000.00 12/01 /2036 100.000 12/01 /2055 5.000% 41865,000.00 12/01 /2036 100.000 12/01 /2056 5.000% 51480,000.00 12/01 /2036 100.000 12/01 /2057 5.000% 517551000.00 12/01 /2036 100.000 12/01 /2058 5.000% 917659000.00 12/01 /2036 100.000 331390,000.00 672195,000.00 Jan 31 , 2018 7 :49 am Prepared by D .A, Davidson & Co Quantitative Group-PM (SW Prospect 125 MD 18: EJAN3118-361GRFE,361GRFE) 12 D A DAVI1) S0N ESCROW REQUIREMENTS SW PROSPECT 125 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2023 & Series 2028 + New Money 50 .000 (target) Commercial Mills Assumes Investment Grade , 100x , 30 -yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01 /2036 Delivery Date 12/01 /2036 1 /31 /18 : Ser 23 NR LF , 5 . 00 % , 105x, 0+50 , Gro thru '26+6% BiRE , SP Period Principal Ending Redeemed Total 12/01 /2036 33,805,000.00 33 , 805 ,000.00 33 ,805, 000 . 00 333805 ,000 .00 Jan 31 , 2018 T49 am Prepared by D .A, Davidson & Co Quantitative Group—PM (SW Prospect 125 MD 18 : EJAN3118-361GRFE , 361GRFE ) 13 D A DAVIDSON ESCROW REQUIREMENTS SW PROSPECT 125 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2023 & Series 2028 + New Money 50 .000 (target) Commercial Mills Assumes Investment Grade , 100x , 30 -yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01 /2036 Delivery Date 12/01 /2036 1 /31 /18 : Ser 28 NR LF , 5 . 00 % , 105x, 0+50 , Gro thru '31 +6% BiRE , SP Period Principal Ending Redeemed Total 12/01 /2036 33,390,000.00 33 , 390 ,000.00 33 ,390, 000 . 00 333390 ,000 .00 Jan 31 , 2018 T49 am Prepared by D .A, Davidson & Co Quantitative Group—PM (SW Prospect 125 MD 18 : EJAN3118-361GRFE , 361GRFE ) 14 U DAVIDSON nU0 nKOY! CNlrq WII[!tl PRIOR BOND DEBT SERVICE SW PROSPECT 125 METROPOLITAN DISTRICT GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2023 & Series 2028 + New Money 50 .000 (target) Commercial Mills Assumes Investment Grade , 100x , 30 -yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01 /2037 116791875 116791875 12/01 /2037 6051000 5.000% 116791875 25284,875 319641750 06/01 /2038 116643750 116649750 12/01 /2038 775,000 5.000% 104750 24391750 4 , 1041500 06/01 /2039 11645 ,375 116451375 12/01 /2039 8151000 5.000% 116451375 25460,375 411051750 06/01 /2040 11625,000 116259000 12/01 /2040 1 ,000,000 5.000% 1 ,625,000 21625,000 4 ,2501000 06/01 /2041 11600 ,000 116001000 12/01 /2041 110501000 5.000% 116001000 25650,000 412501000 06/01 /2042 115733750 115739750 12/01 /2042 1 ,255 ,000 5.000% 1 , 573 ,750 21828,750 4 ,4021500 06/01 /2043 11542 ,375 115421375 12/01 /2043 11320 ,000 5.000% 11542 ,375 218621375 414041750 06/01 /2044 115093375 115099375 12/01 /2044 1 , 585 ,000 5.000% 1 , 50%375 31094,375 4 ,6031750 06/01 /2045 11469750 114691750 12/01 /2045 11665 ,000 5.000% 11469750 311341750 41604500 06/01 /2046 114281125 13428, 125 12/01 /2046 2 ,025 ,000 5.000% 1 ,428 , 125 31453, 125 4 ,8811250 06/01 /2047 17377 ,500 113771500 12/01 /2047 211251000 5.000% 11377500 315021500 41880 ,000 06/01 /2048 1 ,3241375 12324,375 12/01 /2048 29525,000 5.000% 1 ,324,375 318499375 5, 173,750 06/01 /2049 11261 ,250 112611250 12/01 /2049 216501000 5.000% 112611250 31911250 511721500 06/01 /2050 1 , 1951000 13195,000 12/01 /2050 31090,000 5.000% 1 , 195,000 412855000 5,480,000 06/01 /2051 1 , 1171750 1 , 117 ,750 12/01 /2051 312451000 5.000% 1 , 117,750 4,362,750 5A801500 06/01 /2052 110361625 13036,625 12/01 /2052 317403000 5.000% 1 ,036,625 417769625 5,8133250 06/01 /2053 943, 125 943, 125 12/01 /2053 71225 ,000 5.000% 9431125 8, 1681125 9 , 111 ,250 06/01 /2054 7621500 7621500 12/01 /2054 41635,000 5.000% 762,500 513979500 6 , 1603000 06/01 /2055 646,625 646,625 12/01 /2055 41865 ,000 5.000% 6461625 5,5111625 6 , 1581250 06/01 /2056 5251000 5251000 12/01 /2056 514801000 5.000% 5251000 61005,000 615301000 06/01 /2057 388,000 388,000 12/01 /2057 517551000 5.000% 3881000 6, 1431000 6531 ,000 06/01 /2058 2441125 2441125 12/01 /2058 9,7651000 5.000% 2443125 105009, 125 1012533250 6711953000 5311203500 1202315500 12013153500 Jan 31 , 2018 7 :49 am Prepared by D .A, Davidson & Co Quantitative Group-PM (SW Prospect 125 MD 18: EJAN3118-361GRFE,361GRFE) EXHIBIT F SW Prospect 125 Metropolitan District Nos . 1 -7 Intergovernmental Agreement 1596.0003 ; 871224 INTERGOVERNMENTAL AGREEMENT THIS INTERGOVERNMENTAL AGREEMENT is made and entered into by and between the City of Fort Collins, Colorado, a Colorado home rule municipality (the "City"), and SW Prospect I25 Metropolitan District Nos. 14, quasi-municipal corporations and political subdivisions of the State of Colorado (collectively, the "Districts") - RECITALS WHEREAS, the Districts were organized to provide those services and to exercise powers as are more specifically set forth in the Districts ' Service Plan dated March 6, 2018 , which may be amended from time to time as set forth therein (the "Service Plan") ; and WHEREAS , the City and the property owner organizers of the Districts have entered into that certain "Binding Agreement Pertaining to Development of the Interstate Highway 25 and Prospect Road Interchange" dated March , 2018 (the "Binding Agreement") ; and WHEREAS , the Binding Agreement contemplates that the City and the Districts will enter into a "Capital Pledge Agreement" pursuant to which the District will share in the cost of the Colorado Department of Transportation project to improve the I-25 and Prospect Road Interchange (the "Capital Pledge Agreement) ; and WHEREAS, the Service Plan requires the execution of an intergovernmental agreement between the City and the Districts to provide the City with contract remedies to enforce the requirements and limitations imposed on the Districts in the Service Plan; and WHEREAS, the City and the Districts have determined it to be in their best interests to enter into this Intergovernmental Agreement as provided in the Service Plan ("Agreement") . NOW, THEREFORE, for and in consideration of the covenants and mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows : COVENANTS AND AGREEMENTS 1 . Incorporation by Reference . The Service Plan is hereby incorporated in this agreement by this reference. The District agrees to comply with all provisions of the Service Plan, as it may be amended from time to time in accordance with the provisions thereof, and Title 32 , Article 1 , C .R. S . (the "Special District Act") . Capitalized terms used herein not otherwise defined in this Agreement shall have the meanings, respectfully, specified in the Service Plan. 2 . Imposition of Fees, Levying of Taxes and Issuance of Debt. The Districts shall not impose any taxes, fees, rates, tolls or charges, or issue any Debt unless or until: (a) the Property Owner has recorded the PIF Covenant (as defined in the Binding Agreement) against itsproperty within the Project Area Boundaries , and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. 3 , City Prior Approvals . The Districts shall obtain any prior City or City Council approvals as required in the Service Plan before undertaking the action requiring such approval . 4. Enforcement. The parties agree that this Agreement may be enforced at law or in equity, including actions seeking specific performance, mandamus, injunctive, or other appropriate relief. The parties also agree that this Agreement may be enforced pursuant to Section 32- 1 -207 , C .R. S . and other provisions of the Special District Act granting rights to municipalities or counties approving a service plan of a special district. 5 . Amendment. This Agreement may be amended, modified, changed, or terminated in whole or in part only by a written agreement duly authorized and executed by the parties hereto . 6 . Governing Law; Venue. This Agreement shall be governed by and construed under the applicable laws of the State of Colorado . Venue for any judicial action to interpret or enforce this Agreement shall be in Larimer County District Court of the Eighth Judicial District for the State of Colorado . 7 . Beneficiaries . Except as otherwise stated herein, this Agreement is intended to describe the rights and responsibilities of and between the named parties and is not intended to, and shall not be deemed to confer any rights upon any persons or entities not named as parties . 8 . Effect of Invalidity. If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction as to either party or as to both parties, such portion shall be deemed severable and its invalidity or its unenforceability shall not cause the entire agreement to be terminated. 9 . Assi _ n�k Neither the City nor the Districts shall assign their rights or delegate their duties hereunder without the prior written consent of the other parties . Any assignment of rights or delegation of duties without such prior written consent shall be deemed null and void and of no effect. Notwithstanding the foregoing, the City and the Districts may enter into contracts or other agreements with third parties to perform any of their respective duties required under this Agreement. 10 . Successors and Assigns . This Agreement and the rights and obligations created hereby shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns . SW PROSPECT I25 METROPOLITAN DISTRICT NOS . 1 -7 BY: President ATTEST : 40775075 .v1 By: Secretary CITY OF FORT COLLINS, COLORADO By: Mayor ATTEST : By : City Clerk 40775075 .v1 EXHIBIT B CERTIFICATE CONCERNING NOTICES OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN IN RE THE ORGANIZATION OF SW PROSPECT 125 METROPOLITAN DISTRICT NOS . 1 -7, CITY OF FORT COLLINS , COUNTY OF LARIMER, STATE OF COLORADO I, Abby Franz, an a paralegal at the law firm of White Bear Ankele Tanaka & Waldron Professional Corporation, acting on behalf of SW Prospect 125 Metropolitan District Nos . 1 -7 (the "Districts"), do hereby certify as follows : 1 . That the City Council of the City of Fort Collins (the "City Council") set a public hearing for Tuesday, March 6, 2018 at 6 : 00 p.m. at the City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado (the "Hearing"), for the purpose of considering the Consolidated Service Plan (the "Service Plan") for the Districts and to form a basis for adopting a resolution approving, conditionally approving or disapproving the Service Plan; 2 . That, pursuant to § 32- 1 -204 . 5 , C .R. S . , and the City of Fort Collins Policy for Reviewing Proposed Service Plans for Title 32 Metropolitan Districts, dated July 9 , 2008 , the Notice of Public Hearing on Consolidated Service Plan, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference, was sent by U. S . mail on February 141 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: Abby Franz, lWaralegal 1596.0003; 884443 EXHIBIT A TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Notice of Public Hearing on Consolidated Service Plan) NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A SPECIAL DISTRICT IN RE THE ORGANIZATION OF SW PROSPECT 125 METROPOLITAN DISTRICT NOS , 1 -7 , CITY OF FT. COLLINS , COUNTY OF LARIMER, STATE OF COLORADO NOTICE IS HEREBY GIVEN that, pursuant to § 32- 1 -204( 1 ), C .R. S . , a Service Plan (the "Service Plan") for the proposed SW Prospect 125 Metropolitan District Nos . 1 -7 ("Districts") has been filed and is available for public inspection in the office of the City Clerk of the City of Ft. Collins . A public hearing on the Service Plan will be held by the City Council of the City of Ft. Collins (the "City Council") on Tuesday, March 6 , 2018 , at 6 : 00 p .m. , at City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado, or as soon thereafter as the City Council may hear such matter. The Districts are metropolitan districts. Public improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed, specifically including related eligible costs for acquisition and administration, as authorized by the Special District Act, except as specifically limited in Section V of the Districts ' Service Plan to serve the future taxpayers and property owners of the Districts as determined by the Board of the Districts in its discretion. The maximum mill levy each District is permitted to impose upon the taxable property within its boundaries and shall be Eighty (80) Mills subject to the limitations set forth in the Service Plan. The proposed districts will be located at the southwest corner of the Prospect/I-25 Intersection. A description of the land contained within the boundaries of the proposed Districts is as follows : A Tract of land located in Section 21 , and Section 22 , Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado , containing approximately 142 .43 acres, as further described in the Service Plan. NOTICE IS FURTHER GIVEN that pursuant to § 32- 1 -203 (3 . 5)9 C .R. S . , any person owning property in the proposed Districts may request that such property be excluded from the Districts by submitting such request to the Board of County Commissioners of Larimer County no later than ten days prior to the public hearing. All protests and objections must be submitted in writing to the City Manager at or prior to the public hearing or any continuance or postponement thereof in order to be considered. All protests and objections to the Districts shall be deemed to be waived unless presented at the time and in the manner specified herein. BY ORDER OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS EXHIBIT B TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Mailing List of Property Owners) Colorado State University P . O. Box 483 Fort Collins, CO 80522 EXHIBIT C TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan) Account #: FTC-WB0073 FORTsCOLLINS Invoice Text Co OA- A� NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A STATE OF COLORADO ) ss: AFFIDAVIT OF PUBLICATION COUNTY 9F LARIMER ) WHITE, BEAR & ANKELE 2154 E COMMONS AVE STE 2000 CENTENNIAL CO 80122 NOTICE OF PUBLIC HEARING FOR rHE ORGANIZATION OF A SPECIAL DISTRICT IN RE THE ORGANIZATION OF SW POLAN ROSPECT NOS.25 1 -7MC CITY POFITFT. I, being duly sworn, deposes and says that said is the legal clerk of the Fort Collins Coloradoan; that COLLINS, COUNTY OF LARIMER, STATE OF COLORADO the same is a daily newspaper of general circulation and printed and published in the City of Fort NOTICE IS HEREBY GIVEN that, pur- suant to § 32-1 -204( 1 ), C. R.S., a Service Collins, in said county and state; that the notice or advertisement, of which the annexed is a true Plan (the "Service Plan") for the pro- Posed SW Prospect 125 Metropolitan copy, has been published in said daily newspaper and that the notice was published in the regular District Nos. 1-7 ("Districts") has been filed and is available for Public Inspec- and entire issue of every number of said newspaper during the period and time of publication of said tion in the office of the City Clerk of the City of Ft. Collins. notice, and in the newspaper proper and not in a supplement thereof; that the first publication of A public hearing on the Service Plan will be held by the City Council of the said notice was contained in the issue of said newspaper on City of Ft. Collins (the "City Council") on Tuesday, March 6, 2018, at 6: 00 p.m., at City Council Chambers, City Hall U2/12/18 West, 300 LaPorte Avenue, Ft. Collins, Colorado, or as soon thereafter as the City Council may hear such matter. The Districts are metropolitan districts. Public improvements authorized to be that said Fort Collins Coloradoan has been published continuously and uninterruptedly during the Planned, designed, acquired, construct- ed, installed, relocated, redeveloped and period of at least six months next prior to the first publication of said notice or advertisement above 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. I under the provisions of the Act of March 3, 1879, or any amendments thereof; and that said istration, as authorized by the Special imit- edsinict At, exept as specificaly Section Vcof the Districts IlSelrvice I 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 Districts as de- the meaning of the laws of the State of Colorado. termined by the Board of the Districts in its discretion, The maximum mill levy each District is permitted to im- pose upon the taxable property within its boundaries and shall be Eighty (80) 1 Mills subject to the limitations set forth in the Service Plan. f The proposed districts will be located at the southwest corner of the Prospect/1-25 Legal Clerk C��" Intersection. A description of The land contained within the boundaries of the Proposed Districts is as follows : A Tract of land located in Section 21 , and Section Subscribed and sworn to before me, within the County of Larimer, State of Colorado this 22, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of 12th of February 2018. Fort Collins, County of Lorimer, State of Colorado, containing approximately me,,�, n�n°,aoa 142.43 acres, as further described in the �Ai (' ;'�AN�ARYL�tIv�."•.R Service Plan. M Commission expires September 3, 2019 NOTICE IS FURTHER GIVEN that pur- y p p NOTARYRi_'bLiC - ST,4TEOFCOLORAD0 son to § 32-1-203(3.5), C. R.S., any per- l ;' ti # ?0154035009 son owning property . in the proposed My Ideritl'Y,ta'.o ' Districts may request that such proper- =KI)`:l65 SBat(?I11DBf 3, 2019 tY be excluded from The Districts by _ submitting such request to The Board of County Commissioners of Lorimer County no later Than ten days prior To j e..r2 the public hearing. All protests and obiections must be sub- Notary Public mitted 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 obiections to The Districts shall be deemed to be waived unless presented at the time and u� Me m,,,•„ a, specifiec herein. BY ORDER OF THE CIT`.' COUNCIL O= __ CITY OF FOF27 COLLINS Legal No. 0002722215 2722215 Coloradoan Feb. 12, 201 ? t Affidavit Prepared Ad#:0002722215 Monday, February 12, 2018 10: 16 am P 0 : SW Prospect 1-25 Hearing it of Afflrtavitc •n nn