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HomeMy WebLinkAbout2018-027-03/06/2018-APPROVING THE CONSOLIDATED SERVICE PLAN FOR THE GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS. 1-7 RESOLUTION 2018-027 OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS APPROVING THE CONSOLIDATED SERVICE PLAN FOR THE GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS. 1-7 WHEREAS, the interchange at Interstate Highway 25" and Prospect Road (the "Interchange") is owned by the State of Colorado and operated and maintained by the Colorado Department of Transportation ("CDOT"); and WHEREAS,the Interchange is within the City's boundaries"and adjacent to its four corners are several undeveloped parcels of privately-owned land, which parcels are also within the City's boundaries; and J 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 y WHEREAS,CDOT has notified the City that it is planning a prof ect 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 PIT Revenues (collectively, the "Pledged Revenues") to the payment of the -3- c 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 PIT Covenant, however the Binding Agreement also contemplates that the Development Districts will be unable to impose any fees or property tax mill levy or issue any debt unless the Interchange Metro District conducts a TABOR election on May 8, 2018, in accordance with Article X, Section 20 of the Colorado Constitution, that authorizes the Interchange Metro District's Property Tax and the Capital Pledge Agreement, the Interchange Metro District enters into the Capital Pledge Agreement, and the Property Owners record the PIF Covenant against all of their respective Properties; and WHEREAS, FCIC, as the owner of the FCIC Parcel, and GAPA, as the owner of GAPA Parcel, have submitted to the City, in accordance with the City Policy, the "Consolidated Service Plan for Gateway at Prospect Metropolitan District Nos. 1-7" attached hereto as Exhibit "A" and incorporated herein by reference (the "Gateway Service Plan"); and WHEREAS, in accordance with Subsection B of the Review and Approval Process section of the City Policy and Colorado Revised Statutes Section 32-1-204.5, FCIC and GAPA have complied with all notification requirements for City Council's public hearing on the Gateway Service Plan as evidenced by the "Certificate of Mailing Notice of Service Plan Hearing" dated February 28, 2018, attached hereto as Exhibit `B" and incorporated herein by reference (the "Notice Requirements"); and WHEREAS, in addition to compliance with the Notice Requirements, FCIC and GAPA have caused to be published a notice of the Public Hearing in the Coloradoan, a newspaper of general circulation within the boundaries of the proposed Gateway at Prospect Metropolitan District Nos. 1-7 (the "Gateway Metro Districts"); and -4- WHEREAS, the City Council has reviewed the Gateway Service Plan and considered the testimony and evidence presented at a public hearing on March 6, 2018 (the "Public Hearing"); and WHEREAS,the Special District Act requires that any service plan submitted to the,district court for the creation of a metropolitan district must first be approved by a resolution of the governing body of the municipality within which the proposed district lies; and WHEREAS, the City Council wishes to approve the Gateway Service Plan. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT COLLINS, COLORADO, as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That the City Council hereby determines that the City's notification requirements have been complied with regarding the Public Hearing on the Gateway Service Plan. Section 3. That the City Council hereby finds that the Gateway Service Plan contains, or sufficiently provides for,the items described in Colorado Revised Statutes Section 32-1-202(2), and that: a. There is sufficient existing and projected need for organized service in the area to be serviced by the proposed Gateway Metro Districts;. b. The existing service in the area to be served by the proposed Gateway Metro Districts is inadequate for present and projected needs; C. The proposed Gateway-Metro Districts are capable of providing economical and sufficient service to the area within their proposed boundaries; and d. The area to be included within the proposed Gateway Metro Districts has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. Section 4. That the City Council's findings are based solely upon the evidence in the Gateway Service Plan as presented at the Public Hearing and the City has not conducted any independent investigation of the evidence.The City makes no guarantee as to the financial viability of the Gateway Metro Districts or the achievability of the desired results. Section 5. That the City Council hereby approves the Gateway Service Plan. -5- Section 6. That the City Council's approval of the Gateway Service Plan is not a waiver or a limitation upon any power that the City or the City Council is legally permitted to exercise with respect to the property within the Gateway Metro Districts. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 6th day of March A.D. 2018. 06 Mayor ATTEST: `yOF FORT.0). °: City ClA SEAL cN c°toQaa° -6- EXHIBIT A CONSOLIDATED SERVICE PLAN FOR GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS. 1 -7 CITY OF FORT COLLINS , COLORADO Prepared by: White Bear Ankele Tanaka & Waldron, Professional Corporation 748 Whalers Way, Suite 210 Fort Collins, Colorado 80525 March 6 , 2018 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 i XI. SANCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 XII . INTERGOVERNMENTAL AGREEMENT WITH CITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 XIII. CONCLUSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 XIV. RESOLUTION OF APPROVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 1597 . 0003 ; 876246 ii LIST OF EXHIBITS EXHIBIT A- 1 Legal Description of Project Area Boundaries EXHIBIT A-2 Legal Description of District No . 1 EXHIBIT A-3 Legal Description of District No . 2 EXHIBIT A-4 Legal Description of District No . 3 EXHIBIT A-5 Legal Description of District No . 4 EXHIBIT A-6 Legal Description of District No . 5 EXHIBIT A-7 Legal Description of District No . 6 EXHIBIT A-8 Legal Description of District No . 7 EXHIBIT 13- 1 Project Area Boundary Map EXHIBIT B-2 District No . 1 Boundary Map EXHIBIT B-3 District No . 2 Boundary Map EXHIBIT B-4 District Nos. 3 -7 Boundary Map EXHIBIT B-5 District Nos. 1 -7 Estimated Future Boundary Map EXHIBIT C Vicinity Map EXHIBIT D Infrastructure Preliminary Development Plan EXHIBIT E Financial Plan EXHIBIT F Intergovernmental Agreement 1597 . 0003 ; 876246 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 Twenty Five Million Dollars ($ 125 ,0009000) . All Debt is projected to be repaid by the imposition of a Debt Service Mill Levy not to exceed Eighty (80) Mills minus the Overlay District Debt Service Mill Levy, which is in turn not to exceed Ten ( 10) Mills , subject to adjustment as set forth in the service plan of the Overlay District. The combined Debt Service Mill Levy, Operations and Maintenance Mill Levy and Overlay District Debt Service Mill Levy shall under no circumstances exceed the Maximum Mill Levy described in Section VI. C . In no event shall the Debt Service Mill Levy exceed the Maximum Mill Levy as described in Section VI. C . herein. The City shall, under no circumstances, be responsible for the Debts of the Districts and the City' s approval of this Service Plan shall in no way be interpreted as an agreement, whether tacit or otherwise, to be financially responsible for the Debts of the Districts or the construction of Public Improvements . This Service Plan is intended to establish a limited purpose for the Districts and explicit financial constraints that are not to be violated under any circumstances . The primary purpose is to provide for the Public Improvements associated with the Project and regional improvements as necessary. Ongoing operational and maintenance activities are allowed as addressed in this Service Plan to the extent that the Districts have sufficiently demonstrated that such operations and maintenance functions are in the best interest of the City and the existing and future taxpayers of the Districts . As further detailed in Section VI. C . herein, the aggregate of the 1597 . 0003 ; 876246 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 . Any provision in this Agreement requiring City Council approval shall be deemed to be exercised by City Council in its sole discretion. City Council : means the City Council of the City of Fort Collins, Colorado . 1597 . 0003 ; 876246 3 Debt Service Mill Levy: means the mill levy the Districts project to impose for payment of Debt as set forth in the Financial Plan and Section VI. below. District: means Gateway at Prospect Metropolitan District No . 1 , Gateway at Prospect Metropolitan District No . 2, Gateway at Prospect Metropolitan District No . 3 , Gateway at Prospect Metropolitan District No. 4, Gateway at Prospect Metropolitan District No . 5 , Gateway at Prospect Metropolitan District No. 6 or Gateway at Prospect Metropolitan District No . 7 , individually. District No . 1 : means Gateway at Prospect Metropolitan District No . 1 . District No . 2 : means Gateway at Prospect Metropolitan District No. 2 . District No . 3 : means Gateway at Prospect Metropolitan District No. 3 . District No . 4 : means Gateway at Prospect Metropolitan District No. 4. District No . 5 : means Gateway at Prospect Metropolitan District No. 5 . District No . 6 : means Gateway at Prospect Metropolitan District No. 6 . District No . 7 : means Gateway at Prospect Metropolitan District No. 7 . Districts : means Gateway at Prospect Metropolitan District No . 1 , Gateway at Prospect Metropolitan District No. 2, Gateway at Prospect Metropolitan District No . 3 , Gateway at Prospect Metropolitan District No . 4, Gateway at Prospect Metropolitan District No . 5 , Gateway at Prospect Metropolitan District No. 6 or Gateway at Prospect Metropolitan District No . 7, collectively. District Orizanization Date : means the date the order and decree issued by the Larimer County District Court as required by law for the District or Districts is recorded with the Larimer County Clerk and Recorder. External Financial Advisor: means a consultant that: ( 1 ) is qualified to advise Colorado governmental entities on matters relating to the issuance of securities by Colorado governmental entities including matters such as the pricing, sales and marketing of such securities and the procuring of bond ratings, credit enhancement and insurance in respect of such securities; (2) shall be an underwriter, investment banker, or individual listed as a public finance advisor in the Bond Buyer ' s Municipal Market Place or, in the City' s sole discretion, other recognized publication as a provider of financial projections ; and (3 ) is not an officer or employee of the Districts . Financial Plan: means the Financial Plan described in Section VI which is prepared by an External Financial Advisor in accordance with the requirements of the City Code and describes (a) how the Public Improvements are to be financed; (b) how the Debt is expected to be incurred; and (c) the estimated operating revenue derived from property taxes for the first budget year through the year in which all District Debt is expected to be defeased or paid in the ordinary course . In the event the Financial Plan is not prepared by an External Financial Advisor, the Financial Plan is accompanied by a letter of support from an External Financial Advisor. This Financial Plan is intended to represent only one example of debt issuance and financing structure of the Districts, 1597 . 0003 ; 876246 4 any variations or adjustments in the timing or implementation thereof shall not be interpreted as material modifications to this Service Plan. Infrastructure Preliminary Development Plan: means the Infrastructure Preliminary Development Plan as described in Section V.B . which includes : (a) a preliminary list of the Public Improvements to be developed by the Districts; (b) an estimate of the cost of the Public Improvements ; and (c) the map or maps showing the approximate location(s) of the Public Improvements . The Districts ' implementation of this Infrastructure Preliminary Development Plan is subject to change conditioned upon various external factors including, but not limited to, site conditions, engineering requirements, City, county or state requirements, land use conditions, market conditions, and zoning limitations . Intergovernmental Agreement: means the intergovernmental agreement between the Districts and the City, a form of which is attached hereto as Exhibit F. The Intergovernmental Agreement may be amended from time to time by the applicable District and the City. Maximum Mill Levy: means the maximum mill levy each of the Districts is permitted to impose under this Service Plan for payment of Debt and administration, operations, and maintenance expenses as set forth in Section VI. C . below. Maximum Debt Authorization: means the total Debt the Districts are permitted to issue as set forth in Section V.A. 5 and supported by the Financial Plan. Maximum Debt Maturity Term: means the maximum term for repayment in full of a specific District Debt issuance as set forth in Section VI.D . below. Operations and Maintenance Mill Levy: means the mill levy the Districts project to impose for payment of administration, operations, and maintenance costs as set forth in the Financial Plan and Section VI. below. Overlay District: means the I-25/Prospect Interchange Metropolitan District. Overlay District Debt Service Mill Levy: means the mill levy the Overlay District imposes under its service plan for payment of its debt. Project: means the development or property commonly referred to as Gateway at Prospect Site . Project Area Boundaries : means the boundaries of the area described in the Project Area Boundary Map and the legal description attached hereto as Exhibit A- 1 . Project Area Boundary Map : means the map attached hereto as Exhibit B - 1 , describing the overall property that incorporates the Project. Property Owner: means Fort Collins/I-25 Interchange Corner, LLC, a Colorado limited liability company, and Gateway at Prospect Apartments, LLC, a Colorado limited liability company, their successors or assigns. 1597 . 0003 ; 876246 5 Public Improvements : means a part or all of the improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed as generally described in the Special District Act, except as specifically limited in Section V below to serve the future taxpayers and property owners of the Service Area as determined by the Board of the Districts . Service Area: means the property within the Project Area Boundary Map after such property has been included within the Districts . Service Plan: means this service plan for the Districts approved by the City Council. Service Plan Amendment : means an amendment to the Service Plan approved by the City Council in accordance with applicable state law and this Service Plan. Special District Act or "Act" : means Article 1 of Title 32 of the Colorado Revised Statutes, as amended from time to time . State : means the State of Colorado . Vicinity Map : means a map of the regional area surrounding the Project. III. BOUNDARIES The Project Area Boundaries includes approximately One Hundred Seventy Nine ( 179) acres. A legal description of the Project Area Boundaries is attached as Exhibit A- 1 . The Project Area Boundaries are divided into seven (7) separate and distinct Districts (District No . 1 , District No. 2, District No. 3 , District No . 4, District No. 5 , District No . 6 and District No . 7), legal descriptions for which are attached hereto as Exhibits A-2 , A-3 , A-4, A-5 , A-6, A-7 and A-8 , respectively. A Project Area Boundary Map is attached hereto as Exhibit B- 1 , a map of District No . 1 is included as Exhibit B-2, a map of District No . 2 is included as Exhibit B-3 , a map of District Nos. 3 -7 is included as Exhibit B-4, and an estimated future boundary map of the Districts is included as Exhibit B -5 . Finally, a Vicinity Map is attached hereto as Exhibit C . It is anticipated that the Districts ' Boundaries may change from time to time as they undergo inclusions and exclusions pursuant to Section 32- 1 -401 , et seq. , C .R. S . , and Section 32- 1 -501 , et seq. , C .R. S . , subject to the limitations set forth in Article V below. IV. PROPOSED LAND USE AND ASSESSED VALUATION The Service Area consists of approximately One Hundred Seventy Nine ( 179) acres of planned mixed use land. The current assessed valuation of the Service Area is approximately One Hundred Fifty Thousand Dollars ($ 150,000) and, at build out, is expected to be Two Hundred and Twenty Five Million Dollars ($225 ,000,000) . This amount is expected to be sufficient to reasonably discharge the Debt as demonstrated in the Financial Plan. Approval of this Service Plan by the City does not imply approval of the development of a specific area within the Districts, nor does it imply approval of the total site/floor area of commercial buildings or space which may be identified in this Service Plan or any of the exhibits 1597 . 0003 ; 876246 6 attached thereto or any of the Public Improvements, unless the same is contained within an Approved Development Plan. V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES A. Powers of the Districts and Service Plan Amendment. The Districts shall have the power and authority to acquire, construct and install the Public Improvements within and without the boundaries of the Districts as such power and authority is described in the Special District Act, and other applicable statutes, common law and the State Constitution, subject to the limitations set forth herein. If, after the Service Plan is approved, the State Legislature includes additional powers or grants new or broader powers for Title 32 districts by amendment of the Special District Act or otherwise, any or all such powers shall be deemed to be a part hereof and available to or exercised by the Districts upon prior resolution approval of the City Council concerning the exercise of such powers . Such approval by the City Council shall not constitute a material modification of this Service Plan. 1 . Operations and Maintenance . The purpose of the Districts is to plan for, design, acquire, construct, install, relocate, redevelop and finance the Public Improvements . The Districts shall dedicate the Public Improvements to the City or other appropriate jurisdiction or owners association in a manner consistent with the Approved Development Plan and applicable provisions of the City Code . Additionally, the Districts shall be authorized to operate and maintain any part or all of the Public Improvements until such time that the Districts dissolve. 2 . Development Standards . The Districts will ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the City and of other governmental entities having proper jurisdiction, as applicable . The Districts directly or indirectly through the Property Owners or any developer will obtain the City' s approval of civil engineering plans and will obtain applicable permits for construction and installation of Public Improvements prior to performing such work. Unless waived by the City, the Districts shall be required, in accordance with the City Code, to post a surety bond, letter of credit, or other approved development security for any Public Improvements to be constructed by the Districts . Such development security may be released when the Districts have obtained funds, through bond issuance or otherwise, adequate to insure the construction of the Public Improvements . Any limitation or requirement concerning the time within which the City must review the Districts ' proposal or application for an Approved Development Plan or other land use approval is hereby waived by the Districts. 3 , Privately Placed Debt Limitation. Prior to the issuance of any privately placed Debt, a District shall obtain the certification of an External Financial Advisor substantially as follows : We are [I am] an External Financial Advisor within the meaning of the District' s Service Plan. 1597 . 0003 ; 876246 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 One Hundred and Eight Million Sixty-Six Thousand One Hundred and Sixty Dollars ($ 108 ,066, 160) in project costs in 2018 dollars as set forth in Exhibit D, and anticipate issuing approximately One Hundred Twenty Five Million Dollars ($ 125 ,000,000) (the "Maximum Debt Authorization") in Debt to pay such costs as set forth in Exhibit E. The Districts shall not issue Debt in amounts in excess of the Maximum Debt Authorization. The Districts must seek prior resolution approval by the City Council to issue Debt in excess of the Maximum Debt Authorization to pay the actual costs of the Public Improvements set forth in Exhibit D plus inflation, contingencies and other unforeseen expenses associated with such Public Improvements . Such approval by the City Council shall not constitute a material modification of this Service Plan so long as increases are reasonably related to the Public Improvements set forth in Exhibit D and any Approved Development Plan. 6 . Monies from Other Governmental Sources . The Districts shall not apply for or accept Conservation Trust Funds, Great Outdoors Colorado Funds, or other funds available from or through governmental or non-profit entities for which the City is eligible to apply for, except pursuant to an intergovernmental agreement with the City. This Section shall not apply to specific ownership taxes which shall be distributed to and a revenue source for the Districts without any limitation. 7 . Consolidation Limitation. The Districts shall not file a request with any Court to consolidate with another Title 32 district without the prior resolution approval of the City Council, unless such consolidation is among the Districts themselves, which shall not require approval of the City Council . 8 , Eminent Domain Limitation. The Districts shall not exercise their statutory power of eminent domain without first obtaining resolution approval from the City Council . This restriction on the Eminent Domain power by the Districts is being exercised voluntarily and shall 1597 . 0003 ; 876246 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 One Hundred and Eight Million Sixty-Six Thousand One Hundred and Sixty Dollars ($ 108 ,066, 160) . The Districts shall be permitted to allocate costs between such categories of the Public Improvements as deemed necessary in their discretion. All of the Public Improvements described herein will be designed in such a way as to assure that the Public Improvements standards will be consistent with or exceed the standards 1597 . 0003 ; 876246 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 1597 . 0003 ; 876246 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 1597 . 0003 ; 876246 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 Bill of Rights ("TABOR"), Article X, § 20 of the Colorado Constitution. In the discretion of the Board, a District may set up other qualifying entities to manage, fund, construct and operate facilities, services, and programs . To the extent allowed by law, any entity created by a District will remain under the control of the District' s Board. G. Districts ' Operating Costs . 1597 . 0003 ; 876246 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 1597 . 0003 ; 876246 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 1597 . 0003 ; 876246 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: I . Actions or failures to act that create materially greater financial risk or burden to the taxpayers of the District; 2 . Performance of a service or function or acquisition of a major facility that is not closely related to a service, function or facility authorized in the Service Plan; 3 . Failure to perform a service or function or acquire a facility required by the Service Plan; 4. Failure by the Districts to execute the Intergovernmental Agreement as set forth in Article XI hereof; and 5 . Failure to comply with the limitations set forth in Section V.A. or Section VI of this Service Plan. Actions that are not to be considered material modifications include without limitation changes in quantities of facilities or equipment, immaterial cost differences, and actions expressly authorized in the Service Plan. XI. SANCTIONS Should the District undertake any act without obtaining prior City Council resolution approval as required in this Service Plan or that constitutes a material modification to this Service Plan as provided herein or under the Special District Act, the City may impose one ( 1 ) or more of the following sanctions , as it deems appropriate : 1 . Exercise any applicable remedy under the Act; 2 . Withhold the issuance of any permit, authorization, acceptance or other administrative approval, or withhold any cooperation, necessary for the District ' s development, construction or operation of improvements , or the provisions of services as contemplated in this Service Plan; 3 . Exercise any legal remedy as provided in the Capital Pledge Agreement or in any other intergovernmental agreement with the City under which the District is in default; or 1597 . 0003 ; 876246 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 . 1597 . 0003 ; 876246 16 EXHIBIT A-1 Gateway at Prospect Metropolitan District Nos. 1 -7 Legal Description of Project Area Boundaries NORTHERN ENGINEERING Exhibit A= 1 DESCRIPTION : GATEWAY AT PROSPECT METROPOLITAN DISTRICT PROJECT AREA BOUNDARIES Tracts of land located in Section 16 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado , being more particularly described as follows : Considering the West line of the Southeast Quarter of said Section 16 as bearing North 000 11 ' 16 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 16 ; thence along the West line of the Southeast Quarter, North 00' 11 ' 16 " East , 360 . 01 feet to the Northwest corner of Lot 1 , Block 1 , Boxelder Estates Second Filing to POINT OF BEGINNING 1 ; thence along West line of the Southeast Quarter, North 000 11 ' 16 " East , 736 . 49 feet to the Northeast corner of a parcel of land as described at Reception No . 95076406 , Larimer County Clerk and Recorder ; thence , North 88' 20' 33 " West , 315 . 26 feet to the Southeast corner of a parcel of land as described at Reception No . 20140007506 , Larimer County Clerk and Recorder ; thence along the East line of said parcel , North 25' 21 ' 13 " West , 264 . 37 feet to the Southeast corner of a parcel of land described at Reception No . 93054775 , Larimer County Clerk and Recorder ; thence along said parcel the following 3 courses and distance : North 000 12 ' 15 " East , 1649 . 54 feet ; thence , South 89' 47 ' 45" East , 200 . 00 feet ; thence , North 000 12 ' 15" East , 216 . 34 feet to a point on the South line of a parcel of land described at Reception No . 133800200 , Larimer County Clerk and Recorder ; thence along said South line , South 83' 28 ' 53 " East , 232 . 09 feet to the Southeast corner of said parcel , said point being on the East line of Sunrise Estates extended ; thence along said East line , North 00' 08' 06" East , 1117 . 52 feet to a point on the South line of Crossroads East Business Center ; thence along said South line the following 5 courses and distance : South 25' 46' 37 " East , 448 . 11 feet ; thence , South 48' 55' 44" East , 1510 . 22 feet ; thence , South 24' 21 ' 14" East , 195 . 19 feet ; thence , South 58' 04' 14" East , 132 . 96 feet to the Southeast corner of said Crossroads East Business Center ; thence along the East line of said Crossroads East Business Center , North 00' 1 P 16" East , 33 . 04 feet to a point on the South line of Smithfield Subdivision ; thence along said South line the following 4 courses and distance : South 650 21 ' 37 " East , 353 . 30 feet ; thence , South 79' 21 ' 37 " East , 300 . 00 feet ; thence , North 57 ' 08 ' 23 " East , 197 . 00 feet ; thence , North 69' 08' 23 " East , 141 . 86 feet to a point on the West line of Interstate Highway 25 ; thence along said West line the following 2 courses and distances : South 00' 11 , 10" West , 601 . 01 feet ; thence , South 01 ' 58' 22 " West , 408 . 31 feet to the North line of Interstate Land PUD First Filing ; thence along said Interstate Land PUD First Filing the following 2 courses and distances : North 76' 26' 25 " West , 300 . 61 feet ; thence , South 11 ' 47 ' 57 " West , 629 . 05 feet to the West line of Interstate Highway 25 Frontage Road ; thence along said Interstate Highway 25 Page 1 of 2 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 Frontage Road the following 6 courses and distances : South 85' 36' 15" West , 289 . 72 feet ; thence , South 82 ' 01 ' 25 " West , 157 . 09 feet ; thence along a curve concave to the southeast having a central angle of 620 57 ' 26 " with a radius of 449 . 26 feet , an arc length of 493 . 65 feet and the chord of which bears South 43' 37 ' 30 " West , 469 . 19 feet ; thence , South 05' 13 ' 35 " West , 157 . 09 feet ; thence South 01 ' 38 ' 45 " West, 455 . 56 feet to Point A ; thence , South 46' 38 ' 49" West , 102 . 54 feet to the North right-of-way line of East Prospect Road ; thence along said North line , North 88' 2P 30" West , 222 . 35 feet to the East line of Lot 3 , Block 1 , Boxelder Estates Second Filing ; thence along the East , North and West lines of said Lot 3 the following 3 courses and distances : North 010 38' 10" East , 242 . 53 feet ; thence , North 88' 21 ' 50 " West , 290 . 40 feet ; thence , South 01 ' 38' 10 " West , 242 . 50 feet to the North right-of-way line of East Prospect Road ; thence along said North line , North 88' 21 ' 30" West , 516 . 42 feet to the East line of Lot 1 , Block 1 , Boxelder Estates Second Filing ; thence along said East line , North 00' 1 P 10 " East , 302 . 55 feet to the North line of said Lot 1 ; thence along said North line , North 880 21 ' 50" West , 120 . 13 feet to POINT OF BEGINNING 1 , containing 6 , 777 , 385 square feet or 155 . 59 acres , more or less . AND Commencing at aforementioned Point A ; thence South 88' 21 ' 08 " East , 79 . 99 feet to a point on the East right-of-way line of Interstate Highway 25 Frontage Road , said point being the POINT OF BEGINNING 2 ; thence along the East and North lines of said right-of-way the following 8 courses and distances : North 01 ' 38' 45" East , 455 . 57 feet ; thence , North 05' 03 ' 18 " East , 142 . 46 feet , thence along a curve concave to the northwest having a central angle of 62 ' 57 ' 26 " with a radius of 369 . 26 feet , an arc length of 405 . 75 feet and the chord of which bears North 43' 37 ' 30" East , 385 . 64 feet ; thence , North 820 11 ' 42 " East , 142 . 46 feet ; thence , North 85' 36' 05" East , 289 . 72 feet ; thence , North 82 ' 01 ' 25 " East , 157 . 09 feet ; thence along a curve concave to the southeast having a central angle of 280 04' 38 " with a radius of 449 . 26 feet , an arc length of 220 . 16 feet and the chord of which bears North 61 ' 03 ' 55" East , 217 . 96 feet ; thence , South 89' 48' 10" East , 79 . 52 feet to a point on the West right-of-way line of Interstate Highway 25 ; thence along said Westerly line the following 4 courses and distance : South 000 11 ' 10" West , 379 . 24 feet ; thence , South 10' 33 ' 17 " West , 201 . 18 feet ; thence , South 260 47 ' 14" West , 560 . 45 feet ; thence , South 61 ' 09' 08" West , 99 . 88 feet to the North right-of-way line of East Prospect Road ; thence along said North line the following 3 courses and distances : North 88' 18' 07 " West , 203 . 23 feet ; hence , South 85' 48' 49 " West , 411 . 08 feet ; thence , North 88' 21 ' 25" West , 59 . 24 feet ; thence , North 43' 21 ' 11 " West , 141 . 39 feet to the POINT OF BEGINNING 2 , containing 1 , 013 , 409 square feet or 23 . 26 acres , more or less . The above described Tracts of land contains 7 , 790794 square feet or 178 . 85 acres more less and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 LMS S :\Survey Jobs\892-002\Dwg\ Metro District\Exhibit A - Legals\892-002_Overall Boundary . docx Page 2 of 2 EXHIBIT A-2 Gateway at Prospect Metropolitan District No . 1 Legal Description NORTHERN ENGINEERING Exhibit A= 2 DESCRIPTION : GATEWAY AT PROSPECT METROPOLITAN DISTRICT 1 Tracts of land located in Section 16 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado , being more particularly described as follows : Considering the West line of the Southeast Quarter of said Section 16 as bearing North 000 11 ' 16 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 16 ; thence along the South line of the Southeast Quarter, South 88' 21 ' 25 " East , 925 . 49 feet ; thence , North 01 ' 38 ' 35 " West , 57 . 48 feet POINT OF BEGINNING 1 ; thence , North 01 ' 38 ' 10 " East , 242 . 53 feet ; thence , North 00' 50' 59" East , 222 . 69 feet ; thence , North 240 25 ' 35" East , 303 . 45 feet ; thence , North 58' 32 ' 55" East , 129 . 64 feet ; thence , South 48' 21 ' 44" East , 123 . 32 feet ; thence along a curve concave to the east having a central angle of 06' 47 ' 19 " with a radius of 449 . 26 feet , an arc length of 53 . 23 feet and the chord of which bears South 15' 32 ' 26" West , 53 . 20 feet ; thence , South 05' 13 ' 35" West , 157 . 09 feet ; thence , South 01 ' 38 ' 45" West , 455 . 56 feet to Point A ; thence , South 46' 38' 49" West , 102 . 54 feet ; thence , North 88' 21 ' 30" West , 222 . 35 feet POINT OF BEGINNING 1 , containing 210 , 389 square feet or 4 . 83 acres , more or less . AND Commencing at aforementioned Point A ; thence South 88' 21 ' 08 " East , 79 . 99 feet to POINT OF BEGINNING 2 ; thence , North 01 ' 38' 45" East , 455 . 57 feet ; thence , North 05' 03 ' 18 " East , 142 . 46 feet ; thence along a curve concave to the southeast having a central angle of 620 57 ' 26" with a radius of 369 . 26 feet , an arc length of 405 . 75 feet and the chord of which bears North 430 37 ' 30" East , 385 . 64 feet ; thence , North 82 ' 11 ' 42 " East , 142 . 46 feet ; thence , North 85' 36 ' 05" East , 289 . 72 feet ; thence , North 82 ' 01 ' 25" East , 157 . 09 feet ; thence along a curve concave to the northwest having a central angle of 28' 04' 38" with a radius of 449 . 26 feet , an arc length of 220 . 16 feet and the chord of which bears North 61 ' 03 ' 55" East , 217 . 96 feet ; thence , South 89' 48' 10" East , 79 . 52 feet ; thence , South 000 11 ' 10" West , 379 . 24 feet ; thence , South 100 33 ' 17 " West , 201 . 18 feet ; thence , South 26' 47 ' 14" West , 560 . 45 feet ; thence , South 61 ' 09' 08" West , 99 . 88 feet ; thence , North 88' 18 ' 07 " West , 203 . 23 feet ; thence , North 00' 12 ' 05" East , 158 . 22 feet ; thence North 88' 21 ' 25" West , 410 . 00 feet ; thence , South 00' 12 ' 05" West , 199 . 99 feet ; thence , North 88' 21 ' 25" West , 59 . 24 feet ; thence , North 430 21 ' 11 " West , 141 . 39 feet to POINT OF BEGINNING 2 , containing 939 , 998 square feet or 21 . 58 acres , more or less . Page 1 of 2 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 AND Commencing at the South Quarter Corner of said Section 16 ; thence along the West line of the Southeast Quarter, North 00' 11 ' 16 " East , 1096 . 50 feet ; thence , North 88' 20' 33 " West , 315 . 26 feet ; thence , North 25' 21 ' 13 " West , 264 . 37 feet ; thence , North 00' 12 ' 15 " East , 1649 . 54 feet ; thence , South 89' 47 ' 45 " East , 200 . 00 feet ; thence , North 00' 12 ' 15" East , 216 . 34 feet ; thence , South 83' 28' 53 " East , 232 . 09 feet ; thence , North 00' 08 ' 06 " East , 1117 . 52 feet ; thence , South 25' 46 ' 37 " East , 448 . 11 feet ; thence , South 48' 55 ' 44" East , 517 . 44 feet to POINT OF BEGINNING 3 ; thence , North 48' 55 ' 47 " West , 350 . 18 feet ; thence , North 41 ' 04' 16" East , 130 . 18 feet ; thence South 48' 55 ' 47 " East , 350 . 18 feet ; thence , South 41 ' 04' 16" West , 130 . 18 feet to POINT OF BEGINNING 3 , containing 45 , 588 square feet or 1 . 05 acres , more or less . The above described Tracts of land contains 985 , 586 square feet or 22 . 63 acres more or less and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 LMS S :\Survey Jobs\892 -002\Dwg\ Metro District\Exhibit A - Legals\892-002_District 1 . docx Page 2 of 2 EXHIBIT A-3 Gateway at Prospect Metropolitan District No. 2 Legal Description NORTHERN ENGINEERING Exhibit A= 3 DESCRIPTION : GATEWAY AT PROSPECT METROPOLITAN DISTRICT 2 Tracts of land located in Section 16 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado , being more particularly described as follows : Considering the West line of the Southeast Quarter of said Section 16 as bearing North 00' 11 , 16 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 16 ; thence along the West line of the Southeast Quarter, North 00' 11 ' 16 " East , 360 . 01 feet to POINT OF BEGINNING 1 ; thence , North 00' 11 ' 16" East , 776 . 89 feet ; thence , North 90' 00 ' 00 " East , 835 . 33 feet ; thence , South 48' 21 ' 44" East , 446 . 92 feet ; thence , South 58' 32 ' 55 " West , 129 . 64 feet ; thence , South 24' 25' 35" West , 303 . 45 feet ; thence , South 00' 50 ' 59 " West , 222 . 69 feet ; thence , North 88' 21 ' 50" West , 290 . 40 feet ; thence , South 01 ' 38 ' 10 " West , 242 . 50 feet ; thence North 88' 21 ' 30" West , 516 . 42 feet ; thence , North 00' 11 ' 10 " East , 302 . 55 feet ; thence , North 88' 21 ' 50" West , 120 . 13 feet to POINT OF BEGINNING 1 , containing 963 , 168 square feet or 22 . 11 acres , more or less . AND Commencing at the South Quarter Corner of said Section 16 ; thence along the West line of the Southeast Quarter, North 00' 11 ' 16 " East , 1096 . 50 feet ; thence , North 88' 20' 33 " West , 315 . 26 feet ; thence , North 25' 21 ' 13 " West , 264 . 37 feet ; thence , North 00' 12 ' 15 " East , 1649 . 54 feet ; thence , South 89' 47 ' 45 " East , 200 . 00 feet ; thence , North 00' 12 ' 15" East , 216 . 34 feet ; thence , South 83' 28' 53 " East , 232 . 09 feet ; thence , North 00' 08 ' 06 " East , 1117 . 52 feet ; thence , South 25' 46 ' 37 " East , 448 . 11 feet ; thence , South 48' 55 ' 44" East , 517 . 44 feet to POINT OF BEGINNING 2 ; thence , North 48' 55 ' 47 " West , 350 . 18 feet ; thence , North 41 ' 04' 16" East , 130 . 18 feet ; thence South 48' 55 ' 47 " East , 350 . 18 feet ; thence , South 41 ' 04' 16" West , 130 . 18 feet to POINT OF BEGINNING 2 , containing 45 , 588 square feet or 1 . 05 acres , more or less . The above described Tracts of land contains 1 , 008 , 756 square feet or 23 . 16 acres more or less and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 LMS 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 Gateway at Prospect Metropolitan District No. 3 Legal Description NORTHERN ENGINEERING Exhibit A= 4 DESCRIPTION : GATEWAY AT PROSPECT METROPOLITAN DISTRICT 3 A Tract of land located in Section 16 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado , being more particularly described as follows : Considering the West line of the Southeast Quarter of said Section 16 as bearing North 000 11 ' 16 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 16 ; thence along the West line of the Southeast Quarter, North 00' 11 ' 16 " East , 1096 . 50 feet ; thence , North 88' 20' 33 " West , 315 . 26 feet ; thence , North 250 21 ' 13 " West , 264 . 37 feet ; thence , North 000 12 ' 15 " East , 1649 . 54 feet ; thence , South 890 47 ' 45 " East , 200 . 00 feet ; thence , North 00' 12 ' 15" East , 216 . 34 feet ; thence , South 83' 28' 53 " East , 232 . 09 feet ; thence , North 000 08 ' 06 " East , 1117 . 52 feet ; thence , South 25' 46 ' 37 " East , 448 . 11 feet ; thence , South 48' 55 ' 44 " East , 517 . 44 feet to the POINT OF BEGINNING ; thence , North 48' 55 ' 47 " West , 350 . 18 feet ; thence , North 41 ' 04' 16" East , 130 . 18 feet ; thence South 48' 55 ' 47 " East , 350 . 18 feet ; thence , South 41 ' 04' 16" West , 130 . 18 feet to the POINT OF BEGINNING . The above described Tract of land contains 45 , 588 square feet or 1 . 05 acres , more or less , and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 LMS S :\Survey Jobs\892 -002\Dwg\ Metro District\Exhibit A - Legals\892-002_District 3 . docx Page 1 of 1 FORT COLLINS : 301 North Howes Street , Suite 1001 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT A-5 Gateway at Prospect Metropolitan District No. 4 Legal Description NORTHERN ENGINEERING Exhibit A= 5 DESCRIPTION : GATEWAY AT PROSPECT METROPOLITAN DISTRICT 4 A Tract of land located in Section 16 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado , being more particularly described as follows : Considering the West line of the Southeast Quarter of said Section 16 as bearing North 000 11 ' 16 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 16 ; thence along the West line of the Southeast Quarter, North 00' 11 ' 16 " East , 1096 . 50 feet ; thence , North 88' 20' 33 " West , 315 . 26 feet ; thence , North 250 21 ' 13 " West , 264 . 37 feet ; thence , North 000 12 ' 15 " East , 1649 . 54 feet ; thence , South 890 47 ' 45 " East , 200 . 00 feet ; thence , North 00' 12 ' 15" East , 216 . 34 feet ; thence , South 83' 28' 53 " East , 232 . 09 feet ; thence , North 000 08 ' 06 " East , 1117 . 52 feet ; thence , South 25' 46 ' 37 " East , 448 . 11 feet ; thence , South 48' 55 ' 44 " East , 517 . 44 feet to the POINT OF BEGINNING ; thence , North 48' 55 ' 47 " West , 350 . 18 feet ; thence , North 41 ' 04' 16" East , 130 . 18 feet ; thence South 48' 55 ' 47 " East , 350 . 18 feet ; thence , South 41 ' 04' 16" West , 130 . 18 feet to the POINT OF BEGINNING . The above described Tract of land contains 45 , 588 square feet or 1 . 05 acres , more or less , and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 LMS S :\Survey Jobs\892 -002\Dwg\ Metro District\Exhibit A - Legals\892-002_District 4. docx Page 1 of 1 FORT COLLINS : 301 North Howes Street , Suite 1001 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT A-6 Gateway at Prospect Metropolitan District No . 5 Legal Description NORTHERN ENGINEERING Exhibit A= 6 DESCRIPTION : GATEWAY AT PROSPECT METROPOLITAN DISTRICT 5 A Tract of land located in Section 16 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado , being more particularly described as follows : Considering the West line of the Southeast Quarter of said Section 16 as bearing North 000 11 ' 16 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 16 ; thence along the West line of the Southeast Quarter, North 00' 11 ' 16 " East , 1096 . 50 feet ; thence , North 88' 20' 33 " West , 315 . 26 feet ; thence , North 250 21 ' 13 " West , 264 . 37 feet ; thence , North 000 12 ' 15 " East , 1649 . 54 feet ; thence , South 890 47 ' 45 " East , 200 . 00 feet ; thence , North 00' 12 ' 15" East , 216 . 34 feet ; thence , South 83' 28' 53 " East , 232 . 09 feet ; thence , North 000 08 ' 06 " East , 1117 . 52 feet ; thence , South 25' 46 ' 37 " East , 448 . 11 feet ; thence , South 48' 55 ' 44 " East , 517 . 44 feet to the POINT OF BEGINNING ; thence , North 48' 55 ' 47 " West , 350 . 18 feet ; thence , North 41 ' 04' 16" East , 130 . 18 feet ; thence South 48' 55 ' 47 " East , 350 . 18 feet ; thence , South 41 ' 04' 16" West , 130 . 18 feet to the POINT OF BEGINNING . The above described Tract of land contains 45 , 588 square feet or 1 . 05 acres , more or less , and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 LMS S :\Survey Jobs\892 -002\Dwg\ Metro District\Exhibit A - Legals\892-002_District 5 . docx Page 1 of 1 FORT COLLINS : 301 North Howes Street , Suite 1001 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT A-7 Gateway at Prospect Metropolitan District No. 6 Legal Description NORTHERN ENGINEERING Exhibit A= 7 DESCRIPTION : GATEWAY AT PROSPECT METROPOLITAN DISTRICT 6 A Tract of land located in Section 16 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado , being more particularly described as follows : Considering the West line of the Southeast Quarter of said Section 16 as bearing North 000 11 ' 16 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 16 ; thence along the West line of the Southeast Quarter, North 00' 11 ' 16 " East , 1096 . 50 feet ; thence , North 88' 20' 33 " West , 315 . 26 feet ; thence , North 250 21 ' 13 " West , 264 . 37 feet ; thence , North 000 12 ' 15 " East , 1649 . 54 feet ; thence , South 890 47 ' 45 " East , 200 . 00 feet ; thence , North 00' 12 ' 15" East , 216 . 34 feet ; thence , South 83' 28' 53 " East , 232 . 09 feet ; thence , North 000 08 ' 06 " East , 1117 . 52 feet ; thence , South 25' 46 ' 37 " East , 448 . 11 feet ; thence , South 48' 55 ' 44 " East , 517 . 44 feet to the POINT OF BEGINNING ; thence , North 48' 55 ' 47 " West , 350 . 18 feet ; thence , North 41 ' 04' 16" East , 130 . 18 feet ; thence South 48' 55 ' 47 " East , 350 . 18 feet ; thence , South 41 ' 04' 16" West , 130 . 18 feet to the POINT OF BEGINNING . The above described Tract of land contains 45 , 588 square feet or 1 . 05 acres , more or less , and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 LMS S :\Survey Jobs\892 -002\Dwg\ Metro District\Exhibit A - Legals\892-002_District 6 . docx Page 1 of 1 FORT COLLINS : 301 North Howes Street , Suite 1001 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT A-8 Gateway at Prospect Metropolitan District No. 7 Legal Description NORTHERN ENGINEERING Exhibit A= 8 DESCRIPTION : GATEWAY AT PROSPECT METROPOLITAN DISTRICT 7 A Tract of land located in Section 16 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer , State of Colorado , being more particularly described as follows : Considering the West line of the Southeast Quarter of said Section 16 as bearing North 000 11 ' 16 " East , and with all bearing contained herein relative thereto : Commencing at the South Quarter Corner of said Section 16 ; thence along the West line of the Southeast Quarter, North 00' 11 ' 16 " East , 1096 . 50 feet ; thence , North 88' 20' 33 " West , 315 . 26 feet ; thence , North 250 21 ' 13 " West , 264 . 37 feet ; thence , North 000 12 ' 15 " East , 1649 . 54 feet ; thence , South 890 47 ' 45 " East , 200 . 00 feet ; thence , North 00' 12 ' 15" East , 216 . 34 feet ; thence , South 83' 28' 53 " East , 232 . 09 feet ; thence , North 000 08 ' 06 " East , 1117 . 52 feet ; thence , South 25' 46 ' 37 " East , 448 . 11 feet ; thence , South 48' 55 ' 44 " East , 517 . 44 feet to the POINT OF BEGINNING ; thence , North 48' 55 ' 47 " West , 350 . 18 feet ; thence , North 41 ' 04' 16" East , 130 . 18 feet ; thence South 48' 55 ' 47 " East , 350 . 18 feet ; thence , South 41 ' 04' 16" West , 130 . 18 feet to the POINT OF BEGINNING . The above described Tract of land contains 45 , 588 square feet or 1 . 05 acres , more or less , and is subject to all easements and rights-of-way now on record or existing . January 31 , 2018 LMS S :\Survey Jobs\892 -002\Dwg\ Metro District\Exhibit A - Legals\892-002_District 7 . docx Page 1 of 1 FORT COLLINS : 301 North Howes Street , Suite 1001 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT B-1 Gateway at Prospect Metropolitan District Nos . 1 -7 Project Area Boundary Map 500 0 500 Feet ( IN FEET ) 1 inch = 500 ft. II r Eb T QUARTER CORNE SECTION 16-T7N-R68W �j OVERALL DISTRICT u H IX E RN�I�/ BOUNDARY MAP WITNESS CORNER 6 , 777 , 385 sq . ft . S T ( 1 -T7N- 8 i 155 . 59 ac I U w OVERALL DISTRICT z BOUNDARY MAP 15013 , 409 sq . ft . i 23 . 26 ac I i SO1UTHEAST CORNER SECTION 1 \N-R68W SOUTH QUARTER C RNER R SPECT ROAD SECTION 16-T7N-R68W DESCRIPTION NORTHERN GATEWAY AT PROSPECT OVERALL BOUNDARY DISTRICT L� E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 7 DRAWN BY SCAEE EXHIBIT FORT COLLINS B. Ruch 1 " = 500' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970,221.4158 COLORADO DATE PROJECT B - l GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 892-001 EXHIBIT B-2 Gateway at Prospect Metropolitan District No . 1 Boundary Map \ 500 0 500 Feet \ FEET ) 1 inch = 500 ft. LEI DISTRICT 1 \ \ u 45 , 588 Sq . ft . \ \ EAST QUARTER ORNE I 1 . 05 ac SECTION 16-T7N-R68W � I I I I I I I I I I SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W i I I I ' DISTRICT 1 _ _ ILu 210 , 389 sq . ft . - H 4 . 83 ac U i w . DISTRICT 1 z i 939 , 998 sq . ft . 21 . 58 ac SOUTHEAST CORNER _ I I SECTION 1 \N-R68W SOUTH QUARTER C RNER R SPECT ROAD SECTION 16-T7N-R68W DESCRIPNON DISTRICT 1 AREA NORTHERN GATEWAY AT PROSPECT BOUNDARY MAP E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 7 DRAWN BY scAEE EXHIBIT FORT COLLINS B. Ruch 1 " = 500' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4155 COLORADO DATE PROJEcT 13 -2 GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 892-001 EXHIBIT B-3 Gateway at Prospect Metropolitan District No. 2 Boundary Map \ 500 0 500 Feet \ ( IN FEET ) 1 inch = 500 ft. r I � DISTRICT 2 II 45 , 588 sq . ft . J li \ EA T QUARTER CORNE S 1 . 05 ac SECTION 16-T7N-R68W I , I / I I I I I I I r SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W I I � I 01 I DISTRICT 2 I w 963 , 168 sq . ft . I z_ 22 . ac I I II / I1 III � I SOUTHEAST CORNER SECTION 1 \N- R68W ago SOUTH QUARTER C RNER R SPECT ROAD SECTION 16-T7N-R68W DESCRIPTION DISTRICT 2 AREA NORTHERN GATEWAY AT PROSPECT BOUNDARY MAP E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 7 DRAwN BY scAEE EXHIBIT FORT COLLINS B. Ruch 1 " = 500' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221.4158 COLORADO DATE PROJECT 13 -3 GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 892-001 EXHIBIT B-4 Gateway at Prospect Metropolitan District No. 3 -7 Boundary Map \ 500 0 500 Feet ( IN FEET ) � 1 inch = 500 ft. r � 7�11 DISTRICT 3 - 7 I� J 45 , 588 sq . ft . J II 1 . 05 ac \ EA T QUARTER CO RNE SECTION 16-T7N-R68W I I I I I I II ' SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W I I I : I I I I Y_ I U I � / I W � I � I Z I . I I I I I I SOUTHEAST CORNER I / SECTION 1 \N- R68W Tl� SOUTH QUARTER C RNER R SPECT ROAD SECTION 16-T7N-R68W DESCRIPTION NORTHERN GATEWAY AT PROSPECT DISTRICT E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 7oUN BOUNDARY MAP DRAwN BY scAEE EXHIBIT FORT COLLINS B. Ruch 1 " = 500' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221.4158 COLORADO DATE PROJECT B -4 GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 892-001 EXHIBIT B-5 Gateway at Prospect Metropolitan District Nos . 1 -7 Estimated Future Boundary Map DISTRICT 1 \ DISTRICT 2 500 0 500 Feet FUTURE ESTIMATED DISTRICT 3 ( IN FEET ) 1 inch = 500 ft. FUTURE ESTIMATED DISTRICT FUTURE POTENTIAL FUTURE INCLUSION DISTRICTS 1 -7 ILIL r ' I DISTRICTS EAST QUARTER CORNE SECTION 16-T7N-R68W 1 = 7 FUTURE ' DISTRICT 3 FUTURE i � : I SOUTH DISTRICT 4 I SIXTEENTH CORNER WITNESS CORNER SECTION \ I 15-T7N-R68W lw c i DISTRICT 2 DISTRICT 1 w I z POTENTIAL FUTURE III INCLUSION ,' II II I SOUTHEAST CORNER - _ / I SECTION 1 \N- R68W , *4 SOUTH QUARTER C RNER R SPECT ROAD SECTION 16-T7N-R68W DESCRIPNON NORTHERN GATEWAY AT PROSPECT ESTIMATED BOUNDARY MAP DISTRICTS 1 -7 UE ENGINEERING METROPOLITAN DISTRICTS 1 - 7 DRAWN BY scAEE EXHIBIT FORT COLLINS B. Ruch 1 " = 500' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4155 COLORADO DATE PROJECT M GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 892-001 EXHIBIT C Gateway at Prospect Metropolitan District Nos . 1 -7 Vicinity Map LPG P G) m z T r n FUl LID N B X L ER w TCH LL W Y H Q H IY LLI H i r PR SP T ROAD PRO PECT ROAD - PROPOSED - GATEWAY AT PROSPECT METROPOLITAN DISTRICT 1000 0 1000 Feet ( IN FEET ) 1 inch = 1000ft. DESCRIPTION NORTHERN GATEWAY AT PROSPECT VICINITY MAP E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 7 DRAWN BY SCAEE EXHIBIT FORT COLLINS B. Ruch 1 " = 1000' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970,221.4158 COLORADO DATE PRouEcr C GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 892-001 EXHIBIT D Gateway at Prospect Metropolitan District Nos . 1 -7 Infrastructure Preliminary Development Plan RuR nIrrrnu IYU11'7CRIY rC ENGINEERING I SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31, 2018 PUBLIC IMPROVEMENT COSTS FOR GATEWAY AT PROSPECT COMBINED AREA - 178.85 ACRES Public Improvements Quantity Unit Cost Extended Cost I. Grading/Miscellaneous Mobilization / General Conditions 1 LS $41210,000.00 $ 41210,000.00 Clearing and Grubbing and Topsoil Stripping 180 Ac $11,900.00 $ 21142,000.00 Earthwork (cut/fill/place) 290,400 CY $6.00 $ 11742,400.00 Import Fill Dirt 80,000 Cy $10.00 $ 800,000.00 Erosion Control / Traffic Control 1 LS $61014,000.00 $ 61014,000.00 Subtotal $ 14,908,400.00 II. Roadway Improvements Parking Lots 55,485 SY $70.00 $ 31883,950.00 Access Road (24' Section) 8,298 LF $205.00 $ 11701,090.00 Local Residential Street (51' Section) 10,368 LF $273.00 $ 21830,464.00 Local Industrial Street (66' Section) - LF $321.00 $ Local Commercial Street (72' Section) - LF $336.00 $ - Minor Collector Street (76' Section) 2,515 LF $431.00 $ 11083,965.00 Roundabout 1 EA $21500,000.00 $ 21500,000.00 Box Culvert Bridge 1 EA $1,000,000.00 $ 11000,000.00 Prospect Road Widening (Half 4-Lane Arterial) 2,480 LF $637.00 $ 11579,760.00 Frontage Road Reconstruct (2-Lane Arterial 84' Section) 2,094 LF $666.00 $ 11394,604.00 Traffic Signal Improvements 1 EA $5001000.00 $ 250,000.00 Street Lighting 1 LS $649,000.00 $ 649,000.00 Signing and Striping 1 LS $487,000.00 $ 487,000.00 Subtotal $ 17,359,833.00 III, Potable Waterline Improvements 8" Waterline 17, 157 LF $90.00 $ 11544,130.00 10" Waterline 6,983 LF $100.00 $ 698,300.00 12" Waterline 11680 LF $112.00 $ 188,160.00 Utility Borings 300 LF $1,900.00 $ 570,000.00 Raw Water Requirements 241 AC-FT $411428.00 $ 9,984,148.00 Off-Site Waterline Reimbursement to ELCO 1 LS $1,000,000.00 $ 11000,000.00 Subtotal $ 131984,738.00 IV. Sanitary Sewer and Subdrain Improvements 8" Sanitary Sewer 13,787 LF $109.00 $ 11502,783.00 10" Sanitary Sewer 21600 LF $114.00 $ 2961400.00 12" Sanitary Sewer - LF $124.00 $ 27" Sanitary Sewer 2,428 LF $197.00 $ 4781316.00 8" Subdrain 18,815 LF $75.00 $ 11411,125.00 Subdrain Connection Fee 1 LS $431000.00 $ 431000.00 Sanitary Sewer Repayment - LS $0.00 $ Subtotal $ 31731,624.00 V. Storm Drainage Improvements 24" RCP Storm Sewer 31242 LF $191.00 $ 619,222.00 24" CMP Storm Sewer - LF $163.00 $ - 36" RCP Storm Sewer 81888 LF $222.00 $ 11973,136.00 48" RCP Storm Sewer 568 LF $324.00 $ 1841032.00 Outlet Structure 8 EA $10,000.00 $ 80,000.00 Water Quality 135,846 CF $6.00 $ 815,076.00 Subtotal $ 31671,466.00 Page 1 of 2 RunTrrrnu IYR11'7CRIY rC ENGINEERING I SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31, 2018 PUBLIC IMPROVEMENT COSTS FOR GATEWAY AT PROSPECT COMBINED AREA - 178.85 ACRES Public Improvements Quantity Unit Cost Extended Cost VI . Non-Potable Irrigation Improvements 6" Non-Potable Waterline 17,047.00 LF $56.00 $ 954,632.00 Non-Potable Waterline Pumphouse 1 .00 LS $450,000.00 $ 450,000.00 Non-Potable Pond and Delivery Improvements 1 .00 LS $250,000.00 $ 250,000.00 Flood Irrigation System and Appurtences - LS $0.00 $ - Well Head Replacement - EA $27,500.00 $ - Raw Water Requirements 300.00 AC-FT $10,666.00 $ 3,199,800.00 Subtotal $ 4,854,432.00 VII. Open Space, Parks and Trails Structural Demolition - LS $0.00 $ - Natural Area Open Space 46 AC $10%900.00 $ 5,009,400.00 Landscaped Open Space 16 AC $239,580.00 $ 3,833,280.00 Regional Trails 9,131 LF $160.00 $ 1,460,960.00 Monument Signs 2 EA $75,000.00 $ 150,000.00 Pocket Park and Park Amenities 1 EA $150,000.00 $ 150,000.00 Open Space Acquisition 62 AC $20,000.00 $ 1,240,000.00 Subtotal $ 11,843,640.00 Vill. Admin. / Design / Permitting / Etc. Engineering / Surveying 1 LS $7,036,000.00 $ 7,036,000.00 Construction Management / Inspection / Testing 1 LS $10,554,000.00 $ 10,554,000.00 Admin . / Planning / Permitting 1 LS $2,111,000.00 $ 2,111,000.00 Subtotal $ 1%701,000.00 Infrastructure Subtotal $ 90,055, 133,00 Contingency (20%) $ 18,011,027.00 Total Cost $ 108,066, 160,00 Page 2 of 2 LEGEND : STREETS OWNED AND MAINTAINED BY THE CITY OF \ FORT COLLINS \ 500 0 500 Feet . . . . . . ACCESS ROAD ( IN FEET ) m m m m m ft LOCAL STREET 1 inch = 500 ft. COLLECTOR ■ ■ ■ ■ ■ ■ ■ ■ " STREET ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 2-LANE ARTERIAL STREET z 4-LANE \/ NOTE: LOCAL STREETS ARTERIAL STREET AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND PARKING MAY CHANGE AS AREA DEVELOPMENT OCCURS. T� I � mmmmmI ■ 1 1 ■ ommom ' ■ 1 . . . . . . . � � . � I' . . . . i . . . . � . . . . � \ _ 1� ♦ ROUNDABOUT ILLJ . i ■ ♦ � I W � lop ■ ■ •� ■ I Z . . . . . ._4 * # � BRIDGE ■ . . . . . . . . . . *s#♦ ■ I I jai77 i PROSPECT ROAD DESCRIPTION NORTHERN GATEWAY AT PROSPECT STREET MAP E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 7 DRAWN BY SCAtE EXHIBIT FORT COLLINS B. Ruch 1 " = 500' 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 892-001 FIGURE 1 OF 6 LEGEND : WATER LINE - 12 INCH PVC. ALL WATER TO BE OWNED AND MAINTAINED BY ELCO \ 500 0 500 Feet WATER DISTRICT. WATER LINE - 10 INCH PVC. ( IN FEET ) ALL WATER TO BE OWNED 1 inch = 500 ft. AND MAINTAINED BY ELCO WATER DISTRICT. \ WATER LINE - 8 INCH PVC . \ N� ALL WATER TO BE OWNED AND MAINTAINED BY ELCO / NOTE: LOCAL STREETS WATER DISTRICT. AND ASSOCIATED UTILITIES \ ARE CONCEPTUAL AND \ MAY CHANGE AS DEVELOPMENT OCCURS. - T� II 10" WATER � r 8" WATER I � III I 10" WATER w LINE BORE NJ / �r---- / 12" WATER 0f W � z 10" WATER LINE BORE CASING r - 11f� SPECT ROAD i DESCRIPTION NORTHERN GATEWAY AT PROSPECT POTABLE WATER MAP E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 7 DRAwN BY scAEE EXHIBIT FORT COLLINS B. Ruch 1 " = 500' 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 892-001 FIGURE 2 OF 6 LEGEND : SEWER LINE - 27 INCH PVC. ALL SEWER TO BE OWNED AND MAINTAINED BY \ 500 0 500 Feet BOXELDER SANITATION DISTRICT. ( IN FEET ) SEWER LINE - 10 INCH PVC. 1 inch = 500 ft. ALL SEWER TO BE OWNED / NOTE: LOCAL STREETS � ss� AND MAINTAINED BY AND ASSOCIATED UTILITIES BOXELDER SANITATION ARE CONCEPTUAL AND DISTRICT. MAY CHANGE AS SEWER LINE - 8 INCH PVC. DEVELOPMENT OCCURS. ALL SEWER TO BE OWNED / ss AND MAINTAINED BY BOXELDER SANITATION DISTRICT. ILL SUBDRAIN - 8 INCH HDPE . so ALL SUBDRAINS TO BE OWNED AND MAINTAINED BY METRO DISTRICT. \ I III IC sus I n 8" SANITARY SEWER i Cn 8" SUBDRAIN av I III D ocn 10" SANITARY I SEWER \ SANITARY SEWER BORE / / �r---- � I 27" SANITARY I Z SEWER sus— TIE TO BOXELDER ^ SANITATION NJxO TIE TO BOXELDER SANITATION TTTIE TO BOXELDER SUBDRAIN SPECT ROAD NITATION OFF-SITE I1 / DESCRIPTION NORTHERN GATEWAY AT PROSPECT EWER & E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 7 SUBDRAIN MAP DRAWN BY SCAEE EXHIBIT FORT COLLINS B. Ruch 1 " = 500' 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 892-001 FIGURE 3 OF 6 LEGEND : 24" RCP STORM DRAIN LINE 500 0 500 Feet DIRECTION OF CONVEYANCE ( IN FEET ) 36" RCP STORM 1 inch = 500 ft. DRAIN LINE ALL STORM DRAINS WITHIN 48" RCP STORM / RIGHT-OF-WAY TO BE — — DRAIN LINE \ OWNED AND MAINTAINED BY \ CITY OF FORT COLLINS . — ST— BOX CULVERT STORM DRAIN LINE ALL STORM DRAINS OUTSIDE OF RIGHT-OF-WAY DETENTION AREA ILM TO BE OWNED AND \ MAINTAINED BY METRO \ DISTRICT. NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND 1 MAY CHANGE AS DEVELOPMENT OCCURS. � I I 1Cn — i W 1 24" STORM I r DRAIN DO 36" STORM Cn DRAIN to Li DRAIN • BRIDGE mm► ST f � Z —P:p i PR SPECT ROAD i DESCRIPTION NORTHERN GATEWAY AT PROSPECT STORM DRAINAGE MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 DRAWN BY 4PR-OJE ALE EXHIBIT FORT COLLINS B. Ruch = 500' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4158 COLORADO DATE CT D GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 92-001 FIGURE 4 OF 6 LEGEND : NON-POTABLE IRRIGATION !� IRR LINE - ALL LINES ARE 8" 4\ PVC. \ 500 0 500 Feet NOTE: LOCAL STREETS \ ( IN FEET ) AND ASSOCIATED UTILITIES 1 inch = 500 ft. ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. IRRIGATION POND & PUMP HOUSE r IRR \ \ I IR . I I , IRR 8" NON-POTABLE I IRRIGATION I I I I R Ui w \ I IRR I Z tr I I / IRR / 11R SPECT ROAD i DESCRIPTION NORTHERN GATEWAY AT PROSPECT NON-POTABLE IRRIGATION MAP E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 7 DRAWN BY SCAEE EXHIBIT FORT COLLINS B. Ruch 1 " = 500' 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 892-001 FIGURE 5 OF 6 LEGEND : CONNECTIVITY ♦ ♦ ■♦♦• •♦1♦ LANDSCAPING w/ \ 500 0 500 Feet TRAILS NATURAL AREA ( IN FEET ) OPEN SPACE 1 inch = 500 ft. LANDSCAPED � NOTE: LOCAL STREETS OPEN SPACE AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS POCKET PARK ■ ■ ■ ■ ■ . . ■ ■ � ♦� \ DEVELOPMENT OCCURS. ■ ■ I I I •��•.� i I III ■ U L • . . .� Z � I I I II a � 11f� SPECT ROAD i DESCRIPTION GATEWAY AT PROSPECT OPEN SPACE , PARKS , NORTHERN & TRAILS MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 DRAWN DV SCREE EXHIBIT FORT COLLINS B. Ruch 1 " = 500' 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 892-001 FIGURE 6 OF 6 EXHIBIT E Gateway at Prospect Metropolitan District Nos . 1 -7 Financial Plan 1 Gateway at Prospect Metropolitan Districts Percent of Series 2020 Series 2036 TOTAL Total Sources Par $ 67, 005, 000 $ 12117201000 $ 188, 725, 000 95% Funds on Hand $ - $ 10, 027, 500 $ 10, 027, 500 5 % TOTAL: $ 67, 005, 000 $ 13117471500 $ 198, 752, 500 Uses Project Fund $ 49, 176, 650 $ 66, 262,490 $ 115, 4391140 58% Refunding Proceeds $ 58, 715, 000 $ 58, 715, 000 30% Capitalized Interest $ 10,050, 750 $ 431, 092 $ 10, 481, 842 5% Reserve Fund $ 61137, 500 $ 51530, 319 $ 11, 667, 819 6% Costs of Issuance $ 11640, 100 $ 808, 600 $ 21448, 700 1 % TOTAL: $ 67, 005, 000 $ 13117471500 $ 198, 752, 500 2 GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1.7 (Residential & Commercial) Development Projection at 50.000 (target) Residential Mills +50.000 (target) Commercial Mills for Debt Service (SERVICE PLAN) -- 0113012018 Series 2036, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2020 + New Money, Assumes Investment Grade, 100x, 30-yr. Maturity Total District District District Total District District District Assessed D/S Mill Levy D/S Mill Levy S.O. Taxes Assessed D/S Mill Levy` D/S Mill Levy S.O. Taxes Total Value [50.000 Target] Collections Collected Value [50.000 Target] Collections Collected Available YEAR (Residential) [50.000 Cap] @98% @6% (Commercial) [50.000 Cap] @98% @6% Revenue 2017 2018 $0 2019 $0 50.000 0 0 $0 50.000 0 0 0 2020 0 50.000 0 0 0 50.000 0 0 0 2021 2,530,540 50.000 123,996 7,440 1 ,126,560 50.000 55,201 3,312 189,950 2022 9,067,082 50.000 444,287 26,657 12,412,291 50.000 608,202 36,492 1 ,115,639 2023 14,815,635 50.000 725,966 43,558 19,751 ,182 50.000 967,808 58,068 1 ,795,400 2024 18,327,677 50.000 898,056 53,883 28,380,429 50.000 1 ,390,641 83,438 2,426,019 2025 18,327,677 50.000 898,056 53,883 36,524,948 50.000 1 ,789,722 107,383 2,849,045 2026 19,427,338 50.000 951 ,940 57,116 50,965,506 50.000 2,497,310 149,839 3,656,204 2027 19,427,338 50.000 951 ,940 57,116 50,965,506 50.000 2,497,310 149,839 3,656,204 2028 20,592,978 50.000 1 ,009,056 60,543 54,023,436 50.000 2,647,148 158,829 3,875,577 2029 20,592,978 50.000 1 ,009,056 60,543 54,023,436 50.000 2,647,148 158,829 3,875,577 2030 21 ,828,557 50.000 1 ,069,599 64,176 57,264,843 50.000 2,805,977 168,359 4,108,111 2031 21 ,828,557 50.000 1 ,069,599 64,176 57,264,843 50.000 2,805,977 168,359 4,108,111 2032 23,138,270 50.000 1 ,133,775 68,027 60,700,733 50.000 2,974,336 178,460 4,354,598 2033 23,138,270 50.000 1 ,133,775 68,027 60,700,733 50.000 2,974,336 178,460 4,354,598 2034 24,526,566 50.000 1 ,201 ,802 72,108 64,342,777 50.000 3,152,796 189,168 4,615,874 2035 24,526,566 50.000 1 ,201 ,802 72,108 64,342,777 50.000 3,152,796 189,168 4,615,874 2036 25,998,160 50.000 1 ,273,910 76,435 68,203,344 50.000 3,341 ,964 200,518 4,892,826 2037 25,998,160 50.000 1 ,273,910 76,435 68,203,344 50.000 3,341 ,964 200,518 4,892,826 2038 27,558,050 50.000 1 ,350,344 81 ,021 72,295,544 50.000 3,542,482 212,549 5,186,396 2039 27,558,050 50.000 1 ,350,344 81 ,021 72,295,544 50.000 3,542,482 212,549 5,186,396 2040 29,211 ,533 50.000 1 ,431 ,365 85,882 76,633,277 50.000 3,755,031 225,302 5,497,579 2041 29,211 ,533 50.000 1 ,431 ,365 85,882 76,633,277 50.000 3,755,031 225,302 5,497,579 2042 30,964,225 50.000 1 ,517,247 91 ,035 81 ,231 ,274 50.000 3,980,332 238,820 5,827,434 2043 30,964,225 50.000 1 ,517,247 91 ,035 81 ,231 ,274 50.000 3,980,332 238,820 5,827,434 2044 32,822,079 50.000 1 ,608,282 96,497 86,105,150 50.000 4,219,152 253,149 6,177,080 2045 32,822,079 50.000 1 ,608,282 96,497 86,105,150 50.000 4,219,152 253,149 6,177,080 2046 34,791 ,403 50.000 1 ,704,779 102,287 91 ,271 ,459 50.000 4,472,302 268,338 6,547,705 2047 34,791 ,403 50.000 1 ,704,779 102,287 91 ,271 ,459 50.000 4,472,302 268,338 6,547,705 2048 36,878,887 50.000 1 ,807,065 108,424 96,747,747 50.000 4,740,640 284,438 6,940,567 2049 36,878,887 50.000 1 ,807,065 108,424 96,747,747 50.000 4,740,640 284,438 6,940,567 2050 39,091 ,621 50.000 1 ,915,489 114,929 102,552,612 50.000 5,025,078 301 ,505 7,357,001 2051 39,091 ,621 50.000 1 ,915,489 114,929 102,552,612 50.000 5,025,078 301 ,505 7,357,001 2052 41 ,437,118 50.000 2,030,419 121 ,825 108,705,768 50.000 5,326,583 319,595 7,798,422 2053 41 ,437,118 50.000 2,030,419 121 ,825 108,705,768 50.000 5,326,583 319,595 7,798,422 2054 43,923,345 50.000 2,152,244 129,135 115,228,114 50.000 5,646,178 338,771 8,266,327 2055 43,923,345 50.000 2,152,244 129,135 115,228,114 50.000 5,646,178 338,771 8,266,327 2056 46,558,746 50.000 2,281 ,379 136,883 122,141 ,801 50.000 5,984,948 359,097 8,762,306 2057 46,558,746 50.000 2,281 ,379 136,883 122,141 ,801 50.000 5,984,948 359,097 8,762,306 2058 49,352,270 50.000 2,418,261 145,096 129,470,309 50.000 6,344,045 380,643 9,288,045 2059 49,352,270 50.000 2,418,261 145,096 129,470,309 50.000 6,344,045 380,643 9,288,045 2060 52,313,407 50.000 2,563,357 153,801 137,238,528 50.000 6,724,688 403,481 9,845,327 2061 52,313,407 50.000 2,563,357 153,801 137,238,528 50.000 6,724,688 403,481 9,845,327 2062 55,452,211 50.000 2,717,158 163,030 146,472,839 50.000 7,128,169 427,690 10,436,047 2063 55,452,211 50.000 2,717,158 163,030 146,472,839 50.000 7,128,169 427,690 10,436,047 2064 58,779,344 50.000 2,880,188 172,811 164,201 ,210 50.000 7,555,859 453,352 11 ,062,210 2065 58,779,344 50.000 2,880,188 172,811 164,201 ,210 50.000 7,555,859 453,352 11 ,062,210 2066 62,306,104 50.000 3,052,999 183,180 163,463,282 50.000 8,009,211 480,553 11 ,725,943 76,178,680 4,670,721 238,519,085 14,311 ,145 333,579,631 ['] The Districts may also levy up to 20.00 Mills for Operations & Maintenance + 10.00 Mills for the Overlay District Project Mill Levy Prepared by D.A.Davidson & Co. 1/302018 C G@PMD#1-7 Fin Plan 18 Master NR LF FP SP+2036 Refg Draft: For discussion purposes only. 3 GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential & Commercial) Development Projection at 50.000 (target) Residential Mills +50.000 (target) Commercial Mills for Debt Service (SERVICE PLAN) -- 01/30/2018 Series 2036, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2020 + New Money, Assumes Investment Grade, 100x, 30-yr. Maturity Ser. 2020 Ser. 2036 $67,005,000 Par $121,720,000 Par Surplus Cov. of Net DS: Cov. of Net DS: [Net $49.177 MM] [Net $66.262 MM] Total Annual Release @ Cumulative Debf/ @ Res'I Target @ Res'I Cap Net Available Net Debt Net Debt Net Debt Funds on Hand* Surplus Surplus Assessed @ Comm'I Target @ Comm'I Cap YEAR for Debt Svc Service Service Service Used as Source to $12,172,000 $12,172,000 Target Ratio 2017 2018 $0 2019 0 2020 0 $0 0 0 0 2648% 0% 0% 2021 189,950 0 0 189,950 0 189,950 739% 0% 0% 2022 1 ,115,639 0 0 1 ,115,639 0 1 ,305,588 452% 0% 0% 2023 1 ,795,400 0 0 1 ,795,400 0 3,100,989 366% 0% 0% 2024 2,426,019 3,350,250 3,350,250 (924,231 ) 0 2,176,758 366% 72% 72% 2025 2,849,045 3,350,250 3,350,250 (501 ,205) 0 1 ,675,553 345% 85% 85% 2026 3,656,204 3,480,250 3,480,250 175,954 0 1 ,851 ,508 344% 105% 105% 2027 3,656,204 3,478,750 3,478,750 177,454 0 2,028,962 324% 105% 105% 2028 3,875,577 3,687,000 3,687,000 188,577 0 2,217,538 322% 105% 105% 2029 3,875,577 3,689,500 3,689,500 186,077 0 2,403,615 302% 105% 105% 2030 4,108,111 3,911 ,000 3,911 ,000 197,111 0 2,600,726 300% 105% 105% 2031 4,108,111 3,910,500 3,910,500 197,611 0 2,798,337 280% 105% 105% 2032 4,354,598 4,143,500 4,143,500 211 ,098 0 3,009,435 276% 105% 105% 2033 4,354,598 4,143,250 4,143,250 211 ,348 0 3,220,783 257% 105% 105% 2034 4,615,874 4,395,750 4,395,750 220,124 0 3,440,907 251% 105% 105% 2035 4,615,874 4,393,250 4,393,250 222,624 0 3,663,530 232% 105% 105% 2036 4,892,826 4,657,750 $0 4,657,750 3,890,000 (3,654,924) 0 8,607 468% 105% 105% 2037 4,892,826 [Reid by Ser. '30] 4,742,008 4,742,008 150,818 0 159,424 442% 103% 103% 2038 5,186,396 5,183,100 5,183,100 3,296 0 162,720 442% 100% 100% 2039 5,186,396 5,182,675 5,182,675 3,721 0 166,441 417% 100% 100% 2040 5,497,579 5,497,250 5,497,250 329 0 166,770 416% 100% 100% 2041 5,497,579 5,493,438 5,493,438 4,142 0 170,912 391% 100% 100% 2042 5,827,434 5,824,200 5,824,200 3,234 0 174,146 389% 100% 100% 2043 5,827,434 5,825,300 5,825,300 2,134 0 176,281 365% 100% 100% 2044 6,177,080 6,175,125 6,175,125 1 ,955 0 178,236 361% 100% 100% 2045 6,177,080 6,173,800 6,173,800 3,280 0 181 ,516 338% 100% 100% 2046 6,547,705 6,545,563 6,545,563 2,143 0 183,659 333% 100% 100% 2047 6,547,705 6,544,475 6,544,475 3,230 0 186,889 310% 100% 100% 2048 6,940,567 6,935,625 6,935,625 4,942 0 191 ,831 304% 100% 100% 2049 6,940,567 6,937,225 6,937,225 3,342 0 195,174 281% 100% 100% 2050 7,357,001 7,355,000 7,355,000 2,001 0 197,175 275% 100% 100% 2051 7,357,001 7,356,100 7,356,100 901 0 198,076 252% 100% 100% 2052 7,798,422 7,797,313 7,797,313 1 ,109 0 199,185 244% 100% 100% 2053 7,798,422 7,794,725 7,794,725 3,697 0 202,882 222% 100% 100% 2054 8,266,327 8,266,188 8,266,188 139 0 203,021 213% 100% 100% 2055 8,266,327 8,266,300 8,266,300 27 0 203,048 192% 100% 100% 2056 8,762,306 8,758,975 8,758,975 3,331 0 206,379 181% 100% 100% 2057 8,762,306 8,757,963 8,757,963 4,344 0 210,723 160% 100% 100% 2058 9,288,045 9,288,025 9,288,025 20 0 210,743 148% 100% 100% 2059 9,288,045 9,286,213 9,286,213 1 ,832 0 212,575 128% 100% 100% 2060 9,845,327 9,843,775 9,843,775 1 ,552 0 214,128 115% 100% 100% 2061 9,845,327 9,841 ,488 9,841 ,488 3,840 0 217,968 95% 100% 100% 2062 10,436,047 10,431 ,663 10,431 ,663 4,385 0 222,352 80% 100% 100% 2063 10,436,047 10,433,588 10,433,588 2,460 0 224,812 61 % 100% 100% 2064 11 ,062,210 11 ,060,638 11 ,060,638 1 ,572 0 226,385 45% 100% 100% 2065 11 ,062,210 11 ,060,613 11 ,060,613 1 ,597 0 227,982 27% 100% 100% 2066 11 ,725,943 11 ,723,056 11 ,723,056 2,886 230,868 0 0% 100% 100% 333,579,631 50,591 ,000 234,381 ,402 284,972,402 3,890,000 44,717,229 32,545,229 [CJan30m20nmpCl [CJan30m36ig20Cl Prepared by D.A.Davidson & Co. 1/302018 C G@PMD#1-7 Fin Plan 18 Master NR LF FP SP+2036 Refg Draft: For discussion purposes only. 4 GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential) Development Projection at 50.000 (target) District Mills for Debt Service -- 01130/2018 Assessed Value Summary « « « « Residential » » » » < Platted/Developed Lots > « « « « « Commercial » » » » » Mkt Value As'ed Value As'ed Value Mkt Value As'ed Value Biennial @7.20% @29.00% Biennial @29.00% Total Total Reasses'mt Cumulative of Market Cumulative of Market Total Comm'I Reasses'mt Cumulative of Market Assessed YEAR Res'I Units @ 6.0% Market Value (2-yr lag) Market Value (2-yr lag) Sq. Ft @ 6.0% Market Value (2-yr lag) Value 2017 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 8,726,000 0 0 0 0 $0 2020 266 0 90,785,304 0 8,726,000 0 0 0 0 0 0 2021 266 183,386,314 0 5,558,000 2,530,540 0 0 0 2,530,540 2022 124 11 ,003,179 254,551 ,072 6,536,542 0 2,530,540 0 0 0 0 9,067,082 2023 0 254,551 ,072 13,203,815 0 1 ,611 ,820 0 0 0 14,815,635 2024 0 15,273,064 269,824,137 18,327,677 0 0 0 0 0 0 18,327,677 2025 0 269,824,137 18,327,677 0 0 0 0 0 18,327,677 2026 0 16,189,448 286,013,585 19,427,338 0 0 0 0 0 0 19,427,338 2027 0 286,013,585 19,427,338 0 0 0 0 0 19,427,338 2028 0 17,160,815 303,174,400 20,592,978 0 0 0 0 0 0 20,592,978 2029 0 303,174,400 20,592,978 0 0 0 0 0 20,592,978 2030 0 18,190,464 321 ,364,864 21 ,828,557 0 0 0 0 0 0 21 ,828,557 2031 0 321 ,364,864 21 ,828,557 0 0 0 0 0 21 ,828,557 2032 0 19,281 ,892 340,646,756 23,138,270 0 0 0 0 0 0 23,138,270 2033 0 340,646,756 23,138,270 0 0 0 0 0 23,138,270 2034 0 20,438,805 361 ,085,561 24,526,566 0 0 0 0 0 0 24,526,566 2035 0 361 ,085,561 24,526,566 0 0 0 0 0 24,526,566 2036 0 21 ,665,134 382,750,695 25,998,160 0 0 0 0 0 0 25,998,160 2037 0 382,750,695 25,998,160 0 0 0 0 0 25,998,160 2038 22,965,042 405,715,737 27,558,050 0 0 0 0 0 27,558,050 2039 405,715,737 27,558,050 0 0 0 0 27,558,050 2040 24,342,944 430,058,681 29,211 ,533 0 0 0 0 0 29,211 ,533 2041 430,058,681 29,211 ,533 0 0 0 0 29,211 ,533 2042 25,803,521 455,862,202 30,964,225 0 0 0 0 0 30,964,225 2043 455,862,202 30,964,225 0 0 0 0 30,964,225 2044 27,351 ,732 483,213,934 32,822,079 0 0 0 0 0 32,822,079 2045 483,213,934 32,822,079 0 0 0 0 32,822,079 2046 28,992,836 512,206,770 34,791 ,403 0 0 0 0 0 34,791 ,403 2047 512,206,770 34,791 ,403 0 0 0 0 34,791 ,403 2048 30,732,406 542,939,176 36,878,887 0 0 0 0 0 36,878,887 2049 542,939,176 36,878,887 0 0 0 0 36,878,887 2050 32,576,351 575,515,526 39,091 ,621 0 0 0 0 0 39,091 ,621 2051 575,515,526 39,091 ,621 0 0 0 0 39,091 ,621 2052 34,530,932 610,046,458 41 ,437,118 0 0 0 0 0 41 ,437,118 2053 610,046,458 41 ,437,118 0 0 0 0 41 ,437,118 2054 36,602,787 646,649,246 43,923,345 0 0 0 0 0 43,923,345 2055 646,649,246 43,923,345 0 0 0 0 43,923,345 2056 38,798,955 685,448,200 46,558,746 0 0 0 0 0 46,558,746 2057 685,448,200 46,558,746 0 0 0 0 46,558,746 2058 41 ,126,892 726,575,092 49,352,270 0 0 0 0 0 49,352,270 2059 726,575,092 49,352,270 0 0 0 0 49,352,270 2060 43,594,506 770,169,598 52,313,407 0 0 0 0 0 52,313,407 2061 770,169,598 52,313,407 0 0 0 0 52,313,407 2062 46,210,176 816,379,774 55,452,211 0 0 0 0 0 55,452,211 2063 816,379,774 55,452,211 0 0 0 0 55,452,211 2064 48,982,786 865,362,560 58,779,344 0 0 0 0 0 58,779,344 2065 865,362,560 58,779,344 0 0 0 0 58,779,344 2066 51 ,921 ,754 917,284,314 62,306,104 0 0 0 0 0 62,306,104 656 673,736,420 0 0 Prepared by D.A.Davidson & Co. 1/30/2018 C G@PMD#1-7 Fin Plan 18 R AV Summary Draft: For discussion purposes only. 5 GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Residential) Development Summary Development Projection -- Buildout Plan (updated 1 /23/18) Residential Development Apts TH Condo SFD - Standard SFD - Premier Product Type Base $ ('18) $215,000 $375,000 $385,000 $475,000 $575,000 Res'I Totals 2017 2018 2019 2020 138 29 29 47 23 266 2021 138 29 29 47 23 266 2022 - 29 28 46 21 124 2023 - - - - - 2024 - - - - 2025 - - - - 2026 - - - - 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 - - - - - 276 87 86 140 67 656 MV @ Full Buildout $5993409000 $323625,000 $33, 1105000 $66,5005000 $38,5252000 $2309100,000 (base prices;un-infl.) notes: Platted/Dev Lots = 10% MV; one-yr prior Base MV $ inflated 2% per annum 1/30/2018 C G@PMD#1 -7 Fin Plan 18 R Dev Summ Prepared by D.A. Davidson & Co. 6 GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Commercial) Development Projection at 50.000 (target) District Mills for Debt Service -- 01 /30/2018 Assessed Value Summary « « « « Residential » » » » < Platted/Developed Lots > « « « « « Commercial » » » » » Mkt Value As'ed Value As'ed Value Mkt Value As'ed Value Biennial @7.20% @29.00% Biennial @29.00% Total Total Reasses'mt Cumulative of Market Cumulative of Market Total Comm'I Reasses'mt Cumulative of Market Assessed YEAR Res'I Units @6.0% Market Value (2-yr lag) Market Value (2-yr lag) Sq. Ft. @6.0% Market Value (2-yr lag) Value 2017 0 0 0 0 0 2018 0 0 0 0 0 0 0 2019 0 0 0 3,884,690 0 0 0 0 $0 2020 0 0 0 0 2,384,690 0 100,299 0 40,416,315 0 0 2021 0 0 0 2,384,690 1 ,126,560 100,299 65,722,836 0 1 ,126,560 2022 0 0 0 0 2,384,690 691 ,560 100,299 3,943,370 95,478,857 11 ,720,731 12,412,291 2023 0 0 0 4,140,335 691 ,560 100,299 121 ,807,762 19,059,622 19,751 ,182 2024 0 0 0 0 0 691 ,560 113,084 7,308,466 175,743,124 27,688,869 28,380,429 2025 0 0 0 0 1 ,200,697 0 175,743,124 35,324,251 36,524,948 2026 0 0 0 0 0 0 0 10,544,587 186,287,712 50,965,506 50,965,506 2027 0 0 0 0 0 0 186,287,712 50,965,506 50,965,506 2028 0 0 0 0 0 0 0 11 ,177,263 197,464,975 54,023,436 54,023,436 2029 0 0 0 0 0 0 197,464,975 54,023,436 54,023,436 2030 0 0 0 0 0 0 0 11 ,847,898 209,312,873 57,264,843 57,264,843 2031 0 0 0 0 0 0 209,312,873 57,264,843 57,264,843 2032 0 0 0 0 0 0 0 12,558,772 221 ,871 ,646 60,700,733 60,700,733 2033 0 0 0 0 0 0 221 ,871 ,646 60,700,733 60,700,733 2034 0 0 0 0 0 0 0 13,312,299 235,183,944 64,342,777 64,342,777 2035 0 0 0 0 0 0 235,183,944 64,342,777 64,342,777 2036 0 0 0 0 0 0 0 14,111 ,037 249,294,981 68,203,344 68,203,344 2037 0 0 0 0 0 0 249,294,981 68,203,344 68,203,344 2038 0 0 0 0 0 14,957,699 264,252,680 72,295,544 72,295,544 2039 0 0 0 0 264,252,680 72,295,544 72,295,544 2040 0 0 0 0 0 15,855,161 280,107,841 76,633,277 76,633,277 2041 0 0 0 0 280,107,841 76,633,277 76,633,277 2042 0 0 0 0 0 16,806,470 296,914,311 81 ,231 ,274 81 ,231 ,274 2043 0 0 0 0 296,914,311 81 ,231 ,274 81 ,231 ,274 2044 0 0 0 0 0 17,814,859 314,729,170 86,105,150 86,105,150 2045 0 0 0 0 314,729,170 86,105,150 86,105,150 2046 0 0 0 0 0 18,883,750 333,612,920 91 ,271 ,459 91 ,271 ,459 2047 0 0 0 0 333,612,920 91 ,271 ,459 91 ,271 ,459 2048 0 0 0 0 0 20,016,775 353,629,695 96,747,747 96,747,747 2049 0 0 0 0 353,629,695 96,747,747 96,747,747 2050 0 0 0 0 0 21 ,217,782 374,847,477 102,552,612 102,552,612 2051 0 0 0 0 374,847,477 102,552,612 102,552,612 2052 0 0 0 0 0 22,490,849 397,338,325 108,705,768 108,705,768 2053 0 0 0 0 397,338,325 108,705,768 108,705,768 2054 0 0 0 0 0 23,840,300 421 ,178,625 115,228,114 115,228,114 2055 0 0 0 0 421 ,178,625 115,228,114 115,228,114 2056 0 0 0 0 0 25,270,717 446,449,342 122,141 ,801 122,141 ,801 2057 0 0 0 0 446,449,342 122,141 ,801 122,141 ,801 2058 0 0 0 0 0 26,786,961 473,236,303 129,470,309 129,470,309 2059 0 0 0 0 473,236,303 129,470,309 129,470,309 2060 0 0 0 0 0 28,394,178 501 ,630,481 137,238,528 137,238,528 2061 0 0 0 0 501 ,630,481 137,238,528 137,238,528 2062 0 0 0 0 0 30,097,829 531 ,728,310 145,472,839 145,472,839 2063 0 0 0 0 531 ,728,310 145,472,839 145,472,839 2064 0 0 0 0 0 31 ,903,699 563,632,008 154,201 ,210 154,201 ,210 2065 0 0 0 0 563,632,008 154,201 ,210 154,201 ,210 2066 0 0 0 0 0 33,817,921 597,449,929 163,453,282 163,453,282 0 0 514,280 432,958,640 Prepared by D.A.Davidson & Co. 1/30/2018 C G@PMD#1-7 Fin Plan 18 C AV Summary Draft: For discussion purposes only. 7 GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7 (Commercial) Development Summary Development Projection -- Buildout Plan (updated 1 /23/18) Commercial Development Retail Office Restaurant Emp. Emp. Hotel Office/Research Medical/Wellness Product Type Base $ ('18) $250/sf $200/sf $300/sf $200/sf $250/sf $ 125,000/Rm Comm'I Totals* 2017 - - - - 2018 - - - - 2019 - - - - - 2020 289151 - 79678 329235 329235 120 100 , 299 2021 28, 151 - 79678 329235 329235 - 100 , 299 2022 28, 151 - 79678 329235 329235 100 , 299 2023 28, 151 - 79678 329235 329235 - 100 , 299 2024 28, 149 129796 7, 675 32, 232 32, 232 120 113 , 084 2025 - - - - - - - 2026 - - - - - - - 2027 - - - - - - - 2028 - - - - - - - 2029 - - - - - - - 2030 - - - - - - - 2031 - - - - - - - 2032 - - - - - - - 2033 - - - - - - - 2034 - - - - - - - 2035 - - 2036 - - 2037 - - - - - 140 , 753 12 , 796 38 , 387 161 , 172 161 , 172 240 514,280 MV @ Full Buildout $35, 188 ,250 $2 ,55%200 $ 11 ,516, 100 $32 ,234,400 $40 ,293 ,000 $30 ,000 ,000 $ 151I J90,950 (base prices; un-infl . ) [*] Not Including Hotels ; presented in Rooms . notes: Platted/Dev Lots = 10% MV; one-yr prior Base MV $ inflated 2 % per annum 1 /30/2018 C G@PMD#1 -7 Fin Plan 18 C Dev Summ Prepared by D .A. Davidson & Co . 8 mil. D AIDAVIIDSON HIM nHOY! 411rtl mWers SOURCES AND USES OF FUNDS GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos . 1 -7 ( Residential + Commercial) GENERAL OBLIGATION BONDS , SERIES 2020 50. 000 (target) Residential Mills + 50 .000 (target) Commercial Mills Non -Rated , 105x, 30-yr. Maturity ( Full Growth + 6. 00% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01 /2020 Delivery Date 12/01 /2020 Sources : Bond Proceeds : Par Amount 67 ,005,000.00 67 ,005 ,000.00 Uses : Project Fund Deposits : Project Fund 49 , 176 ,650.00 Other Fund Deposits: Capitalized Interest Fund 10 ,050,750.00 Debt Service Reserve Fund 6 , 137,500.00 16 , 188 ,250.00 Delivery Date Expenses: Cost of Issuance 300,000.00 Underwriter's Discount 1 ,340, 100.00 1 ,640 , 100.00 67 ,005 ,000.00 Jan 30 , 2018 8 : 16 am Prepared by D .A, Davidson & Co Quantitative Group--PM (Gateway @ Prospect MD 18 (fk. . . :CJAN3018-20NRSPC ) 9 mil. D AIDAVIIDSON HIM nHOY! 411rtl mWers SOURCES AND USES OF FUNDS GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos . 1 -7 ( Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of (proposed ) Series 2020 + New Money 50.000 (target) Residential Mills + 50 .000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01 /2036 Delivery Date 12/01 /2036 Sources : Bond Proceeds : Par Amount 1217207000.00 Other Sources of Funds: Funds on Hand' 3 ,890 ,000.00 Series 2020 - DSRF 6 , 1377500.00 10 ,027 ,500.00 131 , 747 ,500.00 Uses : Project Fund Deposits : Project Fund 66262489.58 Refunding Escrow Deposits : Cash Deposit' 587157000.00 Other Fund Deposits: Capitalized Interest Fund 431 ,091 .67 Debt Service Reserve Fund 55307318.75 5 ,961 A10.42 Delivery Date Expenses: Cost of Issuance 2007000.00 Underwriter's Discount 608,600.00 808 ,600.00 131747500.00 ['] Estimated balances (tbd). Jan 30 , 2018 8 :27 am Prepared by D .A, Davidson & Co Quantitative Group-PM (Gateway @ Prospe . . . :CJAN3018-361GR20C ,361GR20C ) 10 D . 1 DAN IUSO .N ,I.,p u.,..,,, BOND SUMMARY STATISTICS GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos . 1 -7 ( Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of (proposed ) Series 2020 + New Money 50.000 (target) Residential Mills + 50 .000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01 /2036 Delivery Date 12/01 /2036 First Coupon 06/01 /2037 Last Maturity 12/01 /2066 Arbitrage Yield 4 .250000% True Interest Cost (TIC) 4 .285260% Net Interest Cost (NIC ) 4 .250000% All-In TIC 4.296902% Average Coupon 4.250000% Average Life (years) 22 .931 Weighted Average Maturity (years) 22.931 Duration of Issue (years) 14 .506 Par Amount 12177203000 . 00 Bond Proceeds 1217720, 000 . 00 Total Interest 118 , 622 , 812 . 50 Net Interest 1193231 ,412 . 50 Bond Years from Dated Date 21791 , 1253000 . 00 Bond Years from Delivery Date 2 , 791 , 125, 000 . 00 Total Debt Service 240,342 , 812 . 50 Maximum Annual Debt Service 17, 253 , 375 . 00 Average Annual Debt Service 8 ,011 ,427.08 Underwriter's Fees (per $ 1000) Average Takedown Other Fee 5.000000 Total Underwriter's Discount 5. 000000 Bid Price 99 . 500000 Average Par Average Average Maturity PV of 1 by Bond Component Value Price Coupon Life Date change Term Bond due 2066 1213720 ,000 .00 100.000 4.250% 22.931 11 /06/2059 2053706 .80 121720 ,000 .00 22 .931 205, 706 . 80 All-In Arbitrage TIC TIC Yield Par Value 121 , 720 ,000 .00 1213720 ,000 .00 1213720 ,000 .00 + Accrued Interest + Premium (Discount) - Underwriter's Discount -6081600 .00 -6081600 .00 - Cost of Issuance Expense -200 ,000 .00 - Other Amounts Target Value 121 , 111 ,400 .00 120 ,911 A00.00 121 , 720 , 000 .00 Target Date 12/01 /2036 12/01 /2036 12/01 /2036 Yield 4.285260% 4 .296902% 4 .250000% Jan 30 , 2018 8 :27 am Prepared by D .A, Davidson & Co Quantitative Group-PM (Gateway @ Prospe . . . :CJAN3018-361GR20C ,361GR20C ) 11 1 1. u DAVIDSON BOND DEBT SERVICE GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos . 1 -7 ( Residential + Commercial ) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2020 + New Money 50 . 000 (target) Residential Mills + 50 . 000 (target) Commercial Mills Assumes Investment Grade , 100x, 30 -yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01 /2037 21586,550.00 21586,550.00 12/01 /2037 21586,550.00 27586,550.00 51173, 100.00 06/01 /2038 275867550.00 275867550.00 12/01 /2038 105000 4.250% 2$ 86,550.00 2$ 96,550.00 5, 183, 100.00 06/01 /2039 21586,337.50 21586,337.50 12/01 /2039 103000 4.250% 21586,337.50 21596,337.50 51182,675.00 06/01 /2040 275867125.00 275867125.00 12/01 /2040 3255000 4.250% 2$ 86, 125.00 21911 , 125.00 59497,250.00 06/01 /2041 21579,218.75 21579,218.75 12/01 /2041 3353000 4.250% 21579,218.75 21914,218.75 51493,437.50 06/01 /2042 275727100.00 275727100.00 12/01 /2042 6805000 4.250% 2,572, 100.00 3,252, 100.00 5,824,200.00 06/01 /2043 295579650.00 295579650.00 12/01 /2043 7103000 4.250% 21557,650.00 31267,650.00 51825,300.00 06/01 /2044 215427562.50 275427562.50 12/01 /2044 190909000 4.250% 21542,562.50 3,632,562.50 6, 175, 125.00 06/01 /2045 295199400.00 295199400.00 12/01 /2045 131353000 4.250% 21519,400.00 31654,400.00 61173,800.00 06/01 /2046 274957281 .25 274957281 .25 12/01 /2046 155555000 4.250% 21495,281 .25 4,050,281 .25 69545,562.50 06/01 /2047 294629237.50 294629237.50 12/01 /2047 136203000 4.250% 21462,237.50 41082,237.50 61544,475.00 06/01 /2048 274277812.50 274277812.50 12/01 /2048 250805000 4.250% 21427,812.50 4$ 07,812.50 6,935,625.00 06/01 /2049 293839612.50 293839612.50 12/01 /2049 21170,000 4.250% 21383,612.50 41553,612.50 61937,225.00 06/01 /2050 273377500.00 273377500.00 12/01 /2050 256805000 4.250% 21337,500.00 5,017,500.00 7$ 55,000.00 06/01 /2051 292809550.00 292809550.00 12/01 /2051 21795,000 4.250% 21280,550.00 51075,550.00 71356, 100.00 06/01 /2052 272217156.25 272217156.25 12/01 /2052 353555000 4.250% 21221 , 156.25 5,576, 156.25 7,797,312.50 06/01 /2053 291499862.50 291499862.50 12/01 /2053 31495,000 4.250% 21149,862.50 51644,862.50 71794,725.00 06/01 /2054 21075,593.75 21075,593.75 12/01 /2054 41115,000 4.250% 21075,593.75 6, 190,593.75 8,266, 187.50 06/01 /2055 199889150.00 199889150.00 12/01 /2055 41290,000 4.250% 11988, 150.00 61278, 150.00 81266,300.00 06/01 /2056 11896,987.50 11896,987.50 12/01 /2056 459655000 4.250% 11896,987.50 6,861 ,987.50 8,758,975.00 06/01 /2057 197919481 .25 197919481 .25 12/01/2057 51175,000 4.250% 11791 ,481 .25 61966,481 .25 81757,962.50 06/01 /2058 116817512.50 176817512.50 12/01 /2058 559255000 4.250% 19681 ,512.50 7,606,512.50 9,288,025.00 06/01 /2059 11555,606.25 11555,606.25 12/01 /2059 631753000 4.250% 11555,606.25 71730,606.25 91286,212.50 06/01 /2060 174247387.50 17424,387.50 12/01 /2060 659955000 4.250% 1 ,424,387.50 8,419,387.50 9,843,775.00 06/01 /2061 11275,743.75 11275,743.75 12/01 /2061 732903000 4.250% 11275,743.75 81565,743.75 91841 ,487.50 06/01 /2062 171207831 .25 171207831 .25 12/01 /2062 8, 190,000 4.250% 1 , 120,831 .25 9$ 10,831 .25 10,431 ,662.50 06/01 /2063 946,793.75 946,793.75 12/01 /2063 835403000 4.250% 946,793.75 974867793.75 10,433,587.50 06/01 /2064 7657318.75 7657318.75 12/01 /2064 %530,000 4.250% 765,318.75 %2951318.75 11 ,060,637.50 06/01 /2065 5629806.25 5629806.25 12/01 /2065 939353000 4.250% 562,806.25 1074977806.25 11 ,060,612.50 06/01 /2066 351 ,687.50 3517687.50 12/01 /2066 16,550,000 4.250% 351 ,687.50 16,901 ,687.50 17,253,375.00 12137203000 118,622,812.50 24053422812.50 24053425812.50 Jan 30 , 2018 8 :27 am Prepared by D .A, Davidson & Co Quantitative Group-PM (Gateway @ Prospe. . . :CJAN3018-361GR20C,361GR20C) 12 1 0 DAVIDSON > ,..<o., NET DEBT SERVICE GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos . 1 -7 ( Residential + Commercial ) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2020 + New Money 50 . 000 (target) Residential Mills + 50 . 000 (target) Commercial Mills Assumes Investment Grade , 100x , 30 -yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Period Total Debt Service Capitalized Net Ending Principal Interest Debt Service Reserve Fund Interest Fund Debt Service 12/01 /2037 511731100.00 511731100.00 431 , 091 . 67 47421008.33 12/01 /2038 107000 511731100.00 511831100.00 511831100.00 12/01 /2039 101000 511721675.00 511821675.00 511821675.00 12/01 /2040 3259000 51172,250.00 5,4973250.00 5,497,250.00 12/01 /2041 3351000 511581437.50 5A93A37.50 5A931437.50 12/01 /2042 6801000 511441200.00 518241200.00 518241200.00 12/01 /2043 7101000 53115,300.00 518251300.00 518251300.00 12/01 /2044 15090,000 51085, 125.00 6, 175, 125.00 6, 175, 125.00 12/01 /2045 11135,000 51038,800.00 6, 173 ,800.00 6 , 1731800.00 12/01 /2046 15551000 419901562.50 6,545 ,562.50 6 ,545562.50 12/01 /2047 1 ,6201000 419241475.00 615441475.00 615441475.00 12/01 /2048 25080,000 41855,625.00 6,9353625.00 6 ,9353625.00 12/01 /2049 21170,000 4,7671225.00 6,937 ,225.00 6 ,937 ,225.00 12/01 /2050 2,6801000 416751000.00 7,355 ,000.00 7 ,3551000.00 12/01 /2051 217951000 415611100.00 71356 , 100.00 71356J 00.00 12/01 /2052 393559000 41442,312.50 7, 797 ,312.50 7 , 7973312.50 12/01 /2053 39495,000 41299,725.00 7, 794 ,725.00 7 , 7941725.00 12/01 /2054 4 , 1151000 411511187.50 8266 , 187.50 82661187.50 12/01 /2055 4,2901000 3,9761300.00 81266 ,300.00 812661300.00 12/01 /2056 4,9651000 317931975.00 817581975.00 817581975.00 12/01 /2057 5, 1751000 3, 5821962.50 8,757 ,962.50 8 , 757 ,962.50 12/01 /2058 519251000 313631025.00 92881025.00 92881025.00 12/01 /2059 611751000 311111212.50 912861212.50 912861212.50 12/01 /2060 6,995,000 218481775.00 918431775.00 918431775.00 12/01 /2061 792909000 21551 ,487.50 9,841 ,487.50 9 ,841 ,487.50 12/01 /2062 8, 190,000 21241 ,662.50 %4311662.50 10 ,4311662.50 12/01 /2063 815401000 118931587.50 1014331587.50 1014331587.50 12/01 /2064 95301000 115301637.50 111060,637 .50 115060,637 .50 12/01 /2065 99935,000 11125,612.50 11 ,0609612 . 50 11 ,0609612 . 50 12/01 /2066 16,5501000 703,375.00 17,2531375.00 5, 5301318.75 111723,056 .25 1219720,000 118,6229812.50 240,342,812.50 5,530,318.75 431 ,091 .67 234,381 ,402.08 Jan 30 , 2018 8 :27 am Prepared by D .A, Davidson & Co Quantitative Group-PM (Gateway @ Prospe. . . :CJAN3018-361GR20C,361GR20C) 13 l 1. D AIDAV[ DSON HIM nHOY! 411rtl mWers SUMMARY OF BONDS REFUNDED GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos . 1 -7 ( Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of (proposed ) Series 2020 + New Money 50.000 (target) Residential Mills + 50 .000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Maturity Interest Par Call Call Bond Date Rate Amount Date Price 1 /30/ 18 : Ser 20 NR LF , 5 .00% , 105x, 50+50 , FG+6% BiRE , SP (Aggressive): TERM50 12/01 /2037 5.000% 1 ,720, 000 . 00 12/01 /2036 100 .000 12/01 /2038 5 .000% 2 ,085, 000 . 00 12/01 /2036 100 . 000 12/01 /2039 5 .000% 2 , 190, 000 . 00 12/01 /2036 100 . 000 12/01 /2040 5 .000% 2595, 000 . 00 12/01 /2036 100 . 000 12/01 /2041 5 .000% 2725, 000 . 00 12/01 /2036 100 . 000 12/01 /2042 5 .000% 3 , 175, 000 . 00 12/01 /2036 100 . 000 12/01 /2043 5 .000% 3 ,335, 000 . 00 12/01 /2036 100 . 000 12/01 /2044 5 .000% 318353000 . 00 12/01 /2036 100 . 000 12/01 /2045 5 .000% 4 ,030, 000 . 00 12/01 /2036 100 . 000 12/01 /2046 5 .000% 4580, 000 . 00 12/01 /2036 100 . 000 12/01 /2047 5 .000% 4 ,810, 000 . 00 12/01 /2036 100 . 000 12/01 /2048 5 .000% 514253000 . 00 12/01 /2036 100 . 000 12/01 /2049 5 .000% 505, 000 . 00 12/01 /2036 100 . 000 12/01 /2050 5 .000% 12515, 000 . 00 12/01 /2036 100 . 000 58715, 000 . 00 Jan 30 , 2018 8 :27 am Prepared by D .A, Davidson & Co Quantitative Group-PM (Gateway @ Prospe . . . :CJAN3018-361GR20C ,361GR20C ) 14 911 D A DAVIDSON n,lD nICpY! 4O q YMQ11 ESCROW REQUIREMENTS GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos . 1 -7 ( Residential + Commercial ) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2020 + New Money 50 . 000 (target) Residential Mills + 50 . 000 (target) Commercial Mills Assumes Investment Grade , 100x , 30 -yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01 /2036 Delivery Date 12/01 /2036 1 /30/18 : Ser 20 NR LF , 5 . 00 % , 105x , 50+50 , FG + 6% BiRE , SP (Aggressive) Period Principal Ending Redeemed Total 12/01 /2036 58,715,000.00 58 , 715 ,000.00 58715, 000 . 00 583715 ,000 .00 Jan 30 , 2018 8 :27 am Prepared by D .A, Davidson & Co Quantitative Group— PM (Gateway @ Prospe . . . : CJAN3018-36lGR20C , 36lGR20C ) 15 1 1. D AIDAV[ DSON HIM nHOY! 411rtl mWers PRIOR BOND DEBT SERVICE GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos . 1 -7 ( Residential + Commercial) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of (proposed ) Series 2020 + New Money 50.000 (target) Residential Mills + 50 .000 (target) Commercial Mills Assumes Investment Grade, 100x, 30-yr. Maturity ( Full Growth + 6% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01 /2037 1 ,467 ,875 1 A671875 12/01 /2037 11720 ,000 5 .000% 11467 ,875 3, 1871875 41655750 06/01 /2038 1 ,424 ,875 14241875 12/01 /2038 25085 ,000 5 .000% 1A24 ,875 31509, 875 4 , 934750 06/01 /2039 1 , 372750 1 ,372 , 750 12/01 /2039 21190 ,000 5 .000% 11372750 3,5621750 41935500 06/01 /2040 13318 ,000 1 ,318, 000 12/01 /2040 2 , 5951000 5 .000% 11318 ,000 319133000 51231 ,000 06/01 /2041 1 ,253 , 125 1 ,253, 125 12/01 /2041 21725 ,000 5 .000% 11253 , 125 3,9781125 51231250 06/01 /2042 13185 ,000 1 , 185, 000 12/01 /2042 31175 ,000 5 .000% 11185 ,000 473603000 51545 ,000 06/01 /2043 11105 ,625 1 , 105, 625 12/01 /2043 3 , 335 ,000 5 .000% 1 , 105 ,625 414401625 5 , 546250 06/01 /2044 13022 ,250 1 ,022 , 250 12/01 /2044 31835 ,000 5 .000% 11022 ,250 478573250 51879 ,500 06/01 /2045 926 , 375 926, 375 12/01 /2045 4 , 030 ,000 5 .000% 926 , 375 419561375 5 , 882750 06/01 /2046 825 ,625 8251625 12/01 /2046 41580 ,000 5 .000% 825 ,625 514053625 61231 ,250 06/01 /2047 711 , 125 711 , 125 12/01 /2047 4 , 810 ,000 5 .000% 7111125 515211125 6 ,232250 06/01 /2048 590 ,875 5901875 12/01 /2048 53425 ,000 5 .000% 590 ,875 6,0151875 61606750 06/01 /2049 455250 455, 250 12/01 /2049 5,695 ,000 5 .000% 455250 611501250 605500 06/01 /2050 312 ,875 3121875 12/01 /2050 123515 ,000 5 .000% 312 ,875 12,8271875 131140750 581715 ,000 271943250 86 ,6581250 861658250 Jan 30 , 2018 8 :27 am Prepared by D .A, Davidson & Co Quantitative Group-PM (Gateway @ Prospe . . . :CJAN3018-361GR20C ,361GR20C ) EXHIBIT F Gateway at Prospect Metropolitan District Nos . 1 -7 Intergovernmental Agreement INTERGOVERNMENTAL AGREEMENT THIS INTERGOVERNMENTAL AGREEMENT is made and entered into by and between the City of Fort Collins, Colorado, a Colorado home rule municipality (the "City"), and Gateway at Prospect Metropolitan District Nos. 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 its property within the Project Area Boundaries, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. 3 , City Prior Approvals . The Districts shall obtain any prior City or City Council approvals as required in the Service Plan before undertaking the action requiring such approval. 4. Enforcement. The parties agree that this Agreement may be enforced at law or in equity, including actions seeking specific performance, mandamus, injunctive, or other appropriate relief. The parties also agree that this Agreement may be enforced pursuant to Section 32- 1 -207 , C .R. S . and other provisions of the Special District Act granting rights to municipalities or counties approving a service plan of a special district. 5 . Amendment. This Agreement may be amended, modified, changed, or terminated in whole or in part only by a written agreement duly authorized and executed by the parties hereto . 6 . Governing Law; Venue. This Agreement shall be governed by and construed under the applicable laws of the State of Colorado . Venue for any judicial action to interpret or enforce this Agreement shall be in Larimer County District Court of the Eighth Judicial District for the State of Colorado . 7 . Beneficiaries . Except as otherwise stated herein, this Agreement is intended to describe the rights and responsibilities of and between the named parties and is not intended to, and shall not be deemed to confer any rights upon any persons or entities not named as parties . 8 . Effect of Invalidity. If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction as to either party or as to both parties, such portion shall be deemed severable and its invalidity or its unenforceability shall not cause the entire agreement to be terminated. 9 . 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 . GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS, 1 -7 BY: President ATTEST : By: Secretary CITY OF FORT COLLINS, COLORADO By: Mayor ATTEST : By : City Clerk EXHIBIT B CERTIFICATE CONCERNING NOTICES OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN IN RE THE ORGANIZATION OF GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS . 1 -7 , CITY OF FORT COLLINS , COUNTY OF LARIMER, STATE OF COLORADO I, Abby Franz, an a paralegal at the law firm of White Bear Ankele Tanaka & Waldron Professional Corporation, acting on behalf of Gateway at Prospect Metropolitan District Nos . 1 -7 (the "Districts"), do hereby certify as follows : 1 . That the City Council of the City of Fort Collins (the "City Council") set a public hearing for Tuesday, March 6, 2018 at 6 : 00 p.m. at the City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado (the "Hearing"), for the purpose of considering the Consolidated Service Plan (the " Service Plan") for the Districts and to form a basis for adopting a resolution approving, conditionally approving or disapproving the Service Plan; 2 . That, pursuant to § 32- 1 -204. 5 , C .R. S . , and the City of Fort Collins Policy for Reviewing Proposed Service Plans for Title 32 Metropolitan Districts, dated July 9 , 2008 , the Notice of Public Hearing on Consolidated Service Plan, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference, was sent by U. S . mail on February 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 28rh day of February, 2018 . By: W7/ 4myffr Abby Franz, Naralegal 1597.0003; 884438 EXHIBIT A TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Notice of Public Hearing on Consolidated Service Plan) NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A SPECIAL DISTRICT IN RE THE ORGANIZATION OF GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS , 1 -7, CITY OF FT. COLLINS , COUNTY OF LARIMER, STATE OF COLORADO NOTICE IS HEREBY GIVEN that, pursuant to § 32- 1 -204( 1 ), C .R. S . , a Service Plan (the "Service Plan") for the proposed Gateway at Prospect Metropolitan District Nos . 1 -7 ("Districts") has been filed and is available for public inspection in the office of the City Clerk of the City of Ft. Collins . A public hearing on the Service Plan will be held by the City Council of the City of Ft. Collins (the "City Council") on Tuesday, March 6 , 2018 , at 6 : 00 p .m. , at City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado, or as soon thereafter as the City Council may hear such matter. The Districts are metropolitan districts. Public improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed, specifically including related eligible costs for acquisition and administration, as authorized by the Special District Act, except as specifically limited in Section V of the Districts ' Service Plan to serve the future taxpayers and property owners of the Districts as determined by the Board of the Districts in its discretion. The maximum mill levy each District is permitted to impose upon the taxable property within its boundaries and shall be Eighty (80) Mills subject to the limitations set forth in the Service Plan. The proposed districts will be located at the northwest corner of the Prospect/I-25 Intersection. A description of the land contained within the boundaries of the proposed Districts is as follows : A parcel located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, Larimer County, Colorado , containing approximately 178 . 85 acres, as further described in the Service Plan. NOTICE IS FURTHER GIVEN that pursuant to § 32- 1 -203 (3 . 5), C .R. S . , any person owning property in the proposed Districts may request that such property be excluded from the Districts by submitting such request to the Board of County Commissioners of Larimer County no later than ten days prior to the public hearing. All protests and objections must be submitted in writing to the City Manager at or prior to the public hearing or any continuance or postponement thereof in order to be considered. All protests and objections to the Districts shall be deemed to be waived unless presented at the time and in the manner specified herein. BY ORDER OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS EXHIBIT B TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Mailing List of Property Owners) Fort Collins/I25 Interchange Corner, LLC 2 N. Cascade Ave. , Suite 590 Colorado Springs, CO 80903 EXHIBIT C TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan) Account #: FTC-WB0073 COLFOR.ToCOLLINS Invoice Text R IN NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A STATE OF COLORADO ) ss: AFFIDAVIT OF PUBLICATION COUNTY OF LARIMER ) WHITE, BEAR & ANKELE 2154 E COMMONS AVE STE 2000 CENTENNIAL CO 80122 NOTICE OF PUBLIC HEARING FOR THE ORGANIZATION OF A SPECIAL Dlbimjcr I, being duly sworn, deposes and says that said is the legal clerk of the Fort Collins Coloradoan; that IN RE THE ORGANIZATION u, J GATEWAY AT PROSPECT METRO- the same is a daily newspaper of general circulation and printed and published in the City of Fort POLITAN DISTRICT NOS. 1 -7, CITY OF FT. COLLINS, COUNTY OF LAR- Collins, 1n said county and state; that the notice or advertisement, of which the annexed 1s a true IMER, STATE OF COLORADO NOTICE IS HEREBY GIVEN that, pur- copy, has been published in said daily newspaper and that the notice was published in the regular suant to 4 32-1 -2040 ), C. R.S., a Service Plan (the "Service Plan") for the pro- and entire issue of every number of said newspaper during the period and time of publication of said posed Gateway at Prospect Metropolitan District Nos. 1-7 ("Districts") has been notice, and in the newspaper proper and not in a supplement thereof-, that the first publication of filed and is available for public inspec- tion in the office of the City Clerk of the said notice was contained in the issue of said newspaper on City of Ft. Collins. A public hearing on the Service Plan will be held by the City Council of the U2/I2/I8 City of Ft. Collins (the "City Council") on Tuesday, March 6, 2018, at 6:00 p.m., '{ at City Council Chambers, City Hall i West, 300 LaPorte Avenue, Ft. Collins, that said Fort Collins Coloradoan has been published continuously and uninterruptedly during the Colorado, or as soon thereafter as the City Council may hear such matter. period of at least six months next prior to the first publication of said notice or advertisement above The Districts are metropolitan districts. Public improvements authorized to be referred to; that said newspaper has been admitted to the United States mails as second-class matter planned, designed, acquired, construct- ed, installed, relocated, redeveloped and under the provisions of the Act of March 3, 1879, or any amendments thereof, and that said _ financed, specifically including related eligible costs for acquisition and admin newspaper is a daily newspaper duly qualified for publishing legal notices and advertisements within istration, as authorized by the Special District Act, except as specifically limit- the meaning of the laws of the State of Colorado. ed . in Section V of the Districts' Service Plan to serve the future taxpayers and property owners of the Districts as de- 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) C Mills subject to the limitations set forth in the Service Plan. Legal Clerk The proposed districts will be located at the northwest corner of the Prospect/1-25 Intersection. description of the land Subscribed and sworn to before me within the County of Larimer; State of Colorado this contained within the boundaries of the � �' proposed Districts is as follows: A par- cel located in Section 16, Township 7 February North, Range 68 West of the Sixth Prin- cipal -r,�rsas Amy ueiaRttRne47 ier Meridian, City of Fort Collins, Lap- NAMARYUiMAR imer County, Colorado, containing ap- t�ii)�?Ni proximately 178.85 acres, as further de- My Commission expires September 3, 2019 NOTARY 1�LiU,LIC - STATE OF COLOf�ADO scribed in the Service Plan. NOTICE IS FURTHER GIVEN that pur- My IL`�oitifEccat`on1f20114035099 suant to 4 32-1-203(3.5), C. R.S., any per- FS ;;cs September 3 2019 son owning property in the proposed " ' Districts may request that such proper- ty be excluded from the Districts by subfnitting such request to the Board of County Commissioners of Lorimer r/L� County no later than ten days prior to the public hearing. Notary Public All protests and objections must be sub- 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 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 Legal No. 0002722290 OF THE CITY OF FORT COLLINS 2722290 Coloradoon }Feb. 12, 2018 Affidavit Prepared Ad#:0002722290 Monday, February 12, 2018 10: 16 am P O : Gateway at Prospect Hearing ft „tAffirinvrtq on nn