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HomeMy WebLinkAbout2018-028-03/06/2018-APPROVING THE CONSOLIDATED SERVICE PLAN FOR THE RUDOLPH FARMS METROPOLITAN DISTRICT NOS. 1-6 RESOLUTION 2018-028 OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS APPROVING THE CONSOLIDATED SERVICE PLAN FOR THE RUDOLPH FARMS METROPOLITAN DISTRICT NOS. 1-6 WHEREAS, the interchange at Interstate Highway 25 and Prospect Road (the "Interchange") is owned by the State of Colorado and operated and maintained by the Colorado Department of Transportation ("CDOT"); and WHEREAS,the Interchange is within the City's boundaries and adjacent to its four corners are several undeveloped parcels of privately-owned land, which parcels are also within the City's boundaries; and WHEREAS, Fort Collins/I-25 Interchange Corner, LLC ("FCIC") is the fee title owner of a parcel of land adjacent to the northwest corner of the Interchange (the "FCIC Parcel"); and WHEREAS, Gateway at Prospect Apartments, LLC ("GAPA") is the fee title owner of a parcel of land also adjacent to the northwest corner of the Interchange (the "GAPA Parcel"); and WHEREAS, a group of tenants in common("TIC Owners") are the fee title owners of the three parcels of land adjacent to the northeast corner of the Interchange (the "TIC Owners Parcels"); and WHEREAS, Paradigm Properties LLC ("Paradigm") is the fee title owner of the two parcels of land adjacent to the southeast corner of the Interchange (the "Paradigm Parcels"); and WHEREAS,the Colorado State University Research Foundation("CSURF")is the fee title owner of the two parcels of land adjacent to the southwest corner of the Interchange (the "CSURF Parcels"); and WHEREAS, FCIC, GAPA, the TIC Owners, Paradigm and CSURF are hereafter collectively referred to as the "Property Owners" and the FCIC Parcel, GAPA Parcel, the TIC Owners Parcels, Paradigm Parcels and CSURF Parcels are hereafter collectively referred to as the "Properties"; and WHEREAS,CDOT has notified the City that it is planning a project to significantly modify and improve the Interchange by reconstructing its ramps and bridge and by reconstructing Prospect Road to a configuration with four through lanes, a raised median, left turn lanes and pedestrian and bicycle facilities,and CDOT is expected to begin construction of this project after July 1,2018 (the "Project"); and WHEREAS, the Project will also include certain urban design improvements requested by the City that are typically required under the City's development standards (the "Urban Design Features"); and WHEREAS, the Project and the Urban Design Features will provide significant public benefits,to the City and its residents, and they will benefit the Property Owners by materially increasing the value of their Properties; and 4- WHEREAS, CDOT estimates that the total cost of the Project, as originally proposed by it, will be approximately $24 million, but it has indicated that it will only provide $12 million to fund the Project, leaving a $12 million deficit; and WHEREAS, the Urban Design Features planned by the City will add an additional $7 million to the cost of the Project,'bringing the total Project cost to $31 million; and WHEREAS, CDOT has asked the City to.participate in the Project by funding the $12 million deficit originally identified by CDOT, but the City is only willing to consider funding this deficit if the additional $7 million of Urban Design Features are included in the Project and if the Town of Timnath, Colorado ("Timnath") and the Property Owners share in funding this $19 million deficit; and WHEREAS, the City has previously entered into an Intergovernmental Agreement dated April 14, 2017, with.CDOT in which the City has agreed to contribute $2.25 million in support of CDOT's project to improve I-25 from Colorado Highway 402 to Colorado Highway 14 (the "CDOT IGA"); and WHEREAS,on January 2,2018,the City Council adopted Resolution 2018-004 approving an amendment to the CDOT IGA, in which amendment the City has agreed to share in the cost of the Interchange Project as proposed by CDOT and CDOT has agreed to add the Urban Design Features to the Project, which amendment the City and CDOT entered into on January 18, 2018 (the "Amended IGA"); and WHEREAS, the City has also asked Timnath to share in funding the City's commitment to CDOT under the Amended IGA since Timnath will also experience significant public benefits from the Project; and WHEREAS,the City and Timnath have been negotiating a separate agreement under which Timnath would reimburse the City for up to $2.5 million of the $19 million deficit to be paid over a twenty-year period, thereby leaving a$16.5 million deficit(the "Remaining Deficit"); and WHEREAS,the City and the Property Owners have previously negotiated and entered into that certain"Memorandum of Understanding Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange" dated January 30, 2018, which City Council approved in Resolution 2018-005 on January 2, 2018 (the "MOU"); and WHEREAS, the City and the Property Owners acknowledged in the MOU that while it is not a binding agreement, the parties nevertheless intended to cooperate in good faith to negotiate and enter into a binding agreement under which the parties would agree to equally share in the payment of the Remaining Deficit; and WHEREAS, as so intended in the MOU, City staff and the Property Owners have negotiated in good faith a "Binding Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange" (the "Binding Agreement"); and WHEREAS,the City Council has on this date adopted Resolution 2018-024 approving and authorizing the City's execution of the Binding Agreement; and -2- WHEREAS, the Property Owners agree in the Binding Agreement to equally share the Remaining Deficit by the Property Owners agreeing to reimburse the City over time their $8.25 million share ("Shared Deficit") to be reduced by a credit of$500,000 representing the value of the Property Owners' land that will be dedicated to CDOT without receiving compensation as right of way for the Project(the"ROW Credit")and a credit of$700,000 representing the transportation capital expansion fees anticipated to be paid to the City under Fort Collins Code Section 7.5-32 related to the future development of the Properties (the "TCEF Credit"); and WHEREAS, after the ROW Credit and the TCEF Credit are applied to the Shared Deficit, the Binding Agreement provides that the Property Owners' portion of the Shared Deficit will be $7,050,000, plus financing costs ("Owners' Share"); and WHEREAS, the Binding Agreement further provides that the Owners' Share will accrue interest at the rate the City incurs in financing its funding obligations to CDOT under.the Amended IGA and that this adjusted amount will be paid in twenty annual payments of principal and interest from the Pledged Revenues (as hereinafter defined); and WHEREAS, the Property Owners also.agree in the Binding Agreement to record against their respective Properties a covenant imposing a public improvement fee at a rate .75%, net of any administrative fees for collection,to be imposed on all future retail sales on the Properties that are also subject to the City's sales tax under Article III of City Code Chapter 25, as amended (collectively, the "Interchange PIF Covenant"); and WHEREAS, to pay the Owners' Share, the Binding Agreement contemplates that the Property Owners will organize a metropolitan district under the provisions of Article 1 of Title 32 of the Colorado Revised Statutes (the "Special District Act"); and WHEREAS, on July 15, 2008, the City Council adopted Resolution 2008-069 creating a Policy for Reviewing Proposed Service Plans for Title 32 metropolitan districts(the"City Policy") setting forth criteria to serve as a guide for Council's consideration of metropolitan district service plans, but retaining to Council the full discretion and authority regarding the terms and conditions of the service plans it considers and approves; and WHEREAS, the Property Owners have submitted to the City, in accordance with the City Policy,the"Service Plan for I-25/Prospect Interchange Metropolitan District, City of Fort Collins, Colorado" (the "Interchange Service Plan") to create this metropolitan district (the "Interchange Metro District"); and WHEREAS, the Interchange Service Plan proposes the creation of the Interchange Metro District for the sole purpose of paying the Owners' Share through the Interchange Metro District's pledge of a combination of a property tax mill levy of not less than 7.5 mills, but not more than 10 mills, on the Properties ("Property Tax"), fees imposed by it on and collected from future development occurring on the Properties ("Project Fees") and the net revenues from the Interchange PIF Covenant collected by the Interchange Metro District("PIF Revenues"); and WHEREAS,the Interchange Metro District's commitment to pledge the Property Tax, the Project Fees and the PIF Revenues (collectively, the "Pledged Revenues") to the payment of the -3- Owners' Share is set out in the Capital Pledge Agreement attached as Exhibit "D" to the Interchange Service Plan (the "Capital Pledge Agreement"); and WHEREAS, as anticipated in the MOU, four of the Property Owners also wish to form other metropolitan districts under the District Act to use to construct and fund some or all of the basic public infrastructure needed in the future development of their individual Properties,whether such development is commercial or residential, and for maintenance of such infrastructure and for all other purposes allowed by the District Act and the approved service plans (the "Development Metro Districts"); and WHEREAS, the Interchange Metro District and the Development Metro Districts shall be collectively referred to as the "Metro Districts"; and WHEREAS, the Metro Districts cannot be created under the District Act without the City Council approving a service plan for each of the Metro Districts (collectively, "Service Plans") which, together with the District Act, will govern the operation of the Metro Districts and their authority to impose, collect, spend and pledge property taxes and fees, issue debt, and they will delineate the type of basic public infrastructure and services the Metro Districts will be authorized to provide and how the Metro Districts will cooperate with each other, the City and the Property Owners to fund regional and local infrastructure; and WHEREAS, the Binding Agreement contemplates that if all of the Service Plans are not approved by Council, that the Interchange Metro District will not enter into the Capital Pledge Agreement and the Property Owners will not record the Interchange PIF Covenant, however the Binding Agreement also contemplates that the Development Districts will be unable to impose any fees or property tax mill levy or issue any debt unless the Interchange Metro District conducts a TABOR election on May 8, 2018, in accordance with Article X, Section 20 of the Colorado Constitution, that authorizes the Interchange Metro District's Property Tax and the Capital Pledge Agreement, the Interchange Metro District enters into the Capital Pledge Agreement, and the Property Owners record the PIF Covenant against all of their respective Properties; and WHEREAS, the TIC Owners, as the owner of the TIC Owners Parcels, have submitted to the City, in accordance with the City Policy, the "Consolidated Service Plan for Rudolph Farms Metropolitan District Nos. 1-6" attached hereto as Exhibit "A" and incorporated herein by reference (the "Rudolph Farms Service Plan"); and WHEREAS, in accordance with Subsection B of the Review and Approval Process section of the City Policy and Colorado Revised Statutes Section 32-1-204.5, the TIC Owners have complied with all notification requirements for City Council's public hearing on the Rudolph Farms Service Plan as evidenced by the "Certificate of Mailing Notice of Service Plan Hearing" dated February 28, 2018, attached hereto as Exhibit`B" and incorporated herein by reference (the "Notice Requirements"); and WHEREAS, in addition to compliance with the Notice Requirements, the TIC Owners 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 Rudolph Farms Metropolitan District Nos. 1-6 (the "Rudolph Farms Metro Districts"); and -4- 1 1 WHEREAS, the City Council has reviewed the Rudolph Farms Service Plan and considered the testimony and evidence presented at a public hearing on March 6,2018 (the"Public Hearing"); and r 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 Rudolph Farms Service Plan. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CIITY 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 Rudolph Farms Service Plan. , Section 3. That the City Council hereby finds that the Rudolph Farms 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 Rudolph Farms Metro Districts; b. The existing service in the area to be served by the proposed Rudolph Farms Metro Districts is inadequate for present and projected needs; C. The proposed Rudolph Farms 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 Rudolph Farms 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 Rudolph Farms 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 Rudolph Farms Metro Districts or the achievability of the desired results. Section 5. That the City Council hereby approves the Rudolph Farms Service Plan. -5- Section 6. That the City Council's approval of the Rudolph Farms 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 Rudolph Farms 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. Mayor ATTEST: OF FOR?, , °! c% :2 City C1 1 ' SEAL N 1 i -6- EXHIBIT A CONSOLIDATED SERVICE PLAN FOR RUDOLPH FARMS METROPOLITAN DISTRICT NOS , 1 -6 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 1598 . 0003 ; 876591 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 13- 1 Project Area Boundary Map EXHIBIT B-2 District No . 1 Boundary Map EXHIBIT B-3 District Nos . 2-6 Boundary Map EXHIBIT B-4 District Nos . 1 -6 Estimated Future Boundary Map EXHIBIT C Vicinity Map EXHIBIT D Infrastructure Preliminary Development Plan EXHIBIT E Financial Plan EXHIBIT F Intergovernmental Agreement 1598 . 0003 ; 876591 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 . 6, 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 and District No. 5 , 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 . 6 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 and District No. 5 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. 6 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 . 6 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 . 6 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 Eleven Million Dollars ($ 111 ,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 1598 . 0003 ; 876591 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. Cites: means the Code of the City of Fort Collins and any regulations, rules , or policies promulgated thereunder, as the same may be amended from time to time . 1598 . 0003 ; 876591 3 City Council : means the City Council of the City of Fort Collins, Colorado. Any provision in this Agreement requiring City Council approval shall be deemed to be exercised by City Council in its sole discretion. Debt Service Mill Levy: means the mill levy the Districts project to impose for payment of Debt as set forth in the Financial Plan and Section VI. below. District: means Rudolph Farms Metropolitan District No. 1 , Rudolph Farms Metropolitan District No . 2, Rudolph Farms Metropolitan District No . 3 , Rudolph Farms Metropolitan District No . 4, Rudolph Farms Metropolitan District No. 5 or Rudolph Farms Metropolitan District No . 6, individually. District No . 1 : means Rudolph Farms Metropolitan District No . 1 . District No . 2 : means Rudolph Farms Metropolitan District No . 2 . District No . 3 : means Rudolph Farms Metropolitan District No , 3 , District No . 4 : means Rudolph Farms Metropolitan District No . 4 . District No . 5 : means Rudolph Farms Metropolitan District No . 5 . District No . 6 : means Rudolph Farms Metropolitan District No . 6 . Districts : means Rudolph Farms Metropolitan District No . 1 , Rudolph Farms Metropolitan District No . 2, Rudolph Farms Metropolitan District No . 3 , Rudolph Farms Metropolitan District No . 4, Rudolph Farms Metropolitan District No. 5 and Rudolph Farms Metropolitan District No . 6, collectively. District Organization Date : means the date the order and decree issued by the Larimer County District Court as required by law for the District or Districts is recorded with the Larimer County Clerk and Recorder. External Financial Advisor: means a consultant that: ( 1 ) is qualified to advise Colorado governmental entities on matters relating to the issuance of securities by Colorado governmental entities including matters such as the pricing, sales and marketing of such securities and the procuring of bond ratings, credit enhancement and insurance in respect of such securities ; (2) shall be an underwriter, investment banker, or individual listed as a public finance advisor in the Bond Buyer ' s Municipal Market Place or, in the City' s sole discretion, other recognized publication as a provider of financial projections ; and (3 ) is not an officer or employee of the Districts . Financial Plan: means the Financial Plan described in Section VI which is prepared by an External Financial Advisor in accordance with the requirements of the City Code and describes (a) how the Public Improvements are to be financed; (b) how the Debt is expected to be incurred; and (c) the estimated operating revenue derived from property taxes for the first budget year through the year in which all District Debt is expected to be defeased or paid in the ordinary course . 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 1598 . 0003 ; 876591 4 intended to represent only one example of debt issuance and financing structure of the Districts, any variations or adjustments in the timing or implementation thereof shall not be interpreted as material modifications to this Service Plan. Infrastructure Preliminary Development Plan : means the Infrastructure Preliminary Development Plan as described in Section V.B . which includes : (a) a preliminary list of the Public Improvements to be developed by the Districts; (b) an estimate of the cost of the Public Improvements ; and (c) the map or maps showing the approximate location(s) of the Public Improvements . The Districts ' implementation of this Infrastructure Preliminary Development Plan is subject to change conditioned upon various external factors including, but not limited to, site conditions, engineering requirements, City, county or state requirements, land use conditions, market conditions, and zoning limitations . 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 the Rudolph Farms 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 Land Acquisition and Management, LLC, a Colorado limited liability company, representing a group of tenants in common, its agents or assigns . 1598 . 0003 ; 876591 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 Thirty Three ( 133 ) acres. A legal description of the Project Area Boundaries is attached as Exhibit A- 1 . The Project Area Boundaries are divided into six (6) separate and distinct Districts (District No . 1 , District No. 2 , District No . 3 , District No . 4, District No. 5 and District No. 6), legal descriptions for which are attached hereto as Exhibits A-2 , A-31 A-41 A-51 A-6 and A-7, respectively. A Project Area Boundary Map is attached hereto as Exhibit B- 1 , a map of District No . 1 is included as Exhibit 13- 2 , a map of District Nos . 2-6 is included as Exhibit B -3 , and an estimated future boundary map of the Districts is included as Exhibit B-4. Finally, a Vicinity Map is attached hereto as Exhibit C . It is anticipated that the Districts ' Boundaries may change from time to time as they undergo inclusions and exclusions pursuant to Section 32- 1 -401 , et seq. , C .R. S . , and Section 32 - 1 -501 , et seq. , C .R. S . , subject to the limitations set forth in Article V below. IV. PROPOSED LAND USE AND ASSESSED VALUATION The Service Area consists of approximately One Hundred Thirty Three ( 133 ) 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 approximately One Hundred and Ninety Four Million Dollars ($ 194,000,000) . 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 attached thereto or any of the Public Improvements, unless the same is contained within an Approved Development Plan. 1598 . 0003 ; 876591 6 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. 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 1598 . 0003 ; 876591 7 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 Ninety Million Three Hundred Thirty-One Thousand Five Hundred Eighty- Seven Dollars ($90,331 ,587) in project costs in 2018 dollars as set forth in Exhibit D, and anticipate issuing approximately One Hundred and Eleven Million Dollars ($ 111 ,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 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. 1598 . 0003 ; 876591 8 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 Ninety Million Three Hundred Thirty-One Thousand Five Hundred Eighty-Seven Dollars ($90,331 ,587) . 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 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 1598 . 0003 ; 876591 9 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 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 1598 . 0003 ; 876591 10 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 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 1598 . 0003 ; 876591 11 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 ref endings unless : ( 1 ) a majority of the Board members are residents of the District and have voted in favor of a refunding of a part or all of the Debt; or (2) such refunding will result in a net present value savings as set forth in Section 11 -56- 101 et seq. , C .R. S . and are otherwise permitted by law. Unless otherwise approved by the City Council, the Districts shall be limited to issuing new Debt within a period of Twenty (20) years from the date of their first Debt authorization election. The Maximum Debt Maturity Term, as described in Section VLD, shall be applicable to any new Debt issued within this Twenty (20) year period, otherwise, all Debts and financial obligations of the Districts must be defeased or paid in the ordinary course no later than Forty (40) years after the Service Plan approval date. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to issue any Debt for any purpose unless and until (a) each of the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. E. Security for Debt. The Districts do not have the authority and shall not pledge any revenue or property of the City as security for the indebtedness set forth in this Service Plan. Approval of this Service Plan shall not be construed as a guarantee by the City of payment of any of the Districts ' obligations ; nor shall anything in the Service Plan be construed so as to create any responsibility or liability on the part of the City in the event of default by the Districts in the payment of any such obligation or performance of any other obligation. F . TABOR Compliance . The Districts will comply with the provisions of the Taxpayer ' s Bill of Rights ("TABOR"), Article X, § 20 of the Colorado Constitution. In the discretion of the Board, a District may set up other qualifying entities to manage, fund, construct and operate facilities, services, and programs . To the extent allowed by law, any entity created by a District will remain under the control of the District' s Board. G. Districts ' Operating Costs . The estimated cost of acquiring land, engineering services, legal services and administrative services, together with the estimated costs of the Districts ' organization and initial 1598 . 0003 ; 876591 12 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 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 1598 . 0003 ; 876591 13 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 1598 . 0003 ; 876591 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 : l . Exercise any applicable remedy under the Act; 2 . Withhold the issuance of any permit, authorization, acceptance or other administrative approval, or withhold any cooperation, necessary for the District ' s development, construction or operation of improvements , or the provisions of services as contemplated in this Service Plan; I Exercise any legal remedy as provided in the Capital Pledge Agreement or in any other intergovernmental agreement with the City under which the District is in default; or 1598 . 0003 ; 876591 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 . 1598 . 0003 ; 876591 16 EXHIBIT A-1 Rudolph Farms Metropolitan District Nos . 1 -6 Legal Description of Project Area Boundaries NORTHERN ENGINEERING Exhibit A= 1 DESCRIPTION : RUDOLPH FARMS METROPOLITAN DISTRICT PROJECT AREA BOUNDARY Tracts of land located in the Southwest Quarter of Section 15 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer, State of Colorado , being more particularly described as follows : Considering the North line of the Southwest Quarter of said Section 15 as bearing South 890 38 ' 43 " East , and with all bearings contained herein relative thereto : Commencing at the West Quarter Corner of said Section 15 ; thence along the North line of the Southwest Quarter , South 89' 38 ' 43 " East , 45 . 00 feet to a point on the East right-of-way line of the Southeast Frontage Road of Interstate Highway 25 , said point being POINT OF BEGINNING 1 ; thence continuing along the North line of the Southwest Quarter of Section 15 , South 89' 38' 43 " East , 2598 . 20 feet to the Center Corner of said Section 15 ; thence along the North -South Section line of Section 15 , South 00' 05' 39" West , 1331 . 29 feet to the Center-South Sixteenth Corner of Section 15 , also being a point on the North line of that Parcel of land as described at Reception No . 99062749 , Larimer County Clerk and Recorder ; thence along the North and West lines of said Parcel the following 2 courses and distances : North 89' 49 ' 50 " West , 637 . 70 feet ; thence , South 000 00' 36" West , 804 . 25 feet to a point on the North line of that parcel of land described at Book 1531 Page 759 , Larimer County Clerk and Recorder ; thence along said North line the following 5 courses and distances : thence , North 54' 58 ' 16" West , 474 . 72 feet ; thence , North 76' 19' 16 " West , 163 . 85 feet ; thence , North 84' 59' 16 " West , 548 . 82 feet ; thence , North 67' 52 ' 16" West , 88 . 12 feet ; thence , North 54' 48 ' 16 " West , 949 . 54 feet to the Easterly right-of-way line of the Southeast Frontage Road of Interstate Highway 25 ; thence along said Easterly right-of-way line the following 2 courses and distances : North 000 1 P 39 " East , 1151 . 18 feet ; thence , North 09' 26 ' 43 " West , 59 . 72 feet to POINT OF BEGINNING 1 , containing 4 , 203 , 912 square feet or 96 . 51 acres , more or less . AND Commencing at the West Quarter Corner of said Section 15 ; thence along the North line of the Southwest Quarter , South 89' 38 ' 43 " East , 2 , 643 . 20 feet ; thence , South 00' 05 ' 39 " West , 1331 . 29 feet ; thence , North 89' 49 ' 50 " West, 637 . 70 feet ; thence , South 00' 00 ' 36 " West , 804 . 25 feet ; thence , South 000 00 ' 36 " West , 61 . 05 feet to POINT OF BEGINNING 2 ; thence , South 000 00' 36 " West , 438 . 93 feet to a point on the North right-of-way line of East Prospect Road ; thence , South 00' 00' 36" West , 30 . 00 feet to a point on the South line of the Southwest Quarter of Section 15 ; thence along said South line , North 89' 59 ' 24 " West , 1181 . 93 feet ; 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 thence , North 00' 00' 36" East , 30 . 25 feet to a point on the North right-of-way line of East Prospect Road , said point also being on the Easterly right-of-way line of the Southeast Frontage Road of Interstate Highway 25 ; thence along said Easterly right-of-way line the following 7 courses and distances : North 65' 50' 44" West , 112 . 37 feet ; thence , South 89' 54 ' 52 " West , 299 . 87 feet ; thence , North 57' 21 ' 33 " West , 106 . 29 feet ; thence , North 26' 23 ' 32 " West , 458 . 81 feet ; thence , North 11 ' 18' 02 " West , 200 . 00 feet ; thence , North 03' 14' 53 " West , 294 . 32 feet ; thence , North 00' 10' 38" East , 360 . 36 feet to a point on the South line of that parcel of land described at Book 1531 Page 759 , Larimer County Clerk and Recorder ; thence along said South line the following 5 courses and distances : South 54' 48' 16" East , 895 . 99 feet ; thence , South 67' 52 ' 16" East , 101 . 38 feet ; thence , South 84' 59 ' 16 " East , 552 . 56 feet ; thence South 76' 19 ' 16 " East , 150 . 63 feet ; thence , South 54' 58' 16" East , 500 . 33 feet to POINT OF BEGINNING 2 , containing 1 , 580 , 513 square feet or 36 . 28 acres , more or less . The above described Tracts of land contains 5 , 784 , 425 square feet or 132 . 79 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\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_Overall Boundary. dou Page 2 of 2 EXHIBIT A-2 Rudolph Farms Metropolitan District No . 1 Legal Description NORTHERN ENGINEERING Exhibit A= 2 DESCRIPTION : RUDOLPH FARMS METROPOLITAN DISTRICT 1 Tracts of land located in the Southwest Quarter of Section 15 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer, State of Colorado , being more particularly described as follows : Considering the North line of the Southwest Quarter of said Section 15 as bearing South 890 38 ' 43 " East , and with all bearing contained herein relative thereto : Commencing at the West Quarter Corner of said Section 15 ; thence along the North line of the Southwest Quarter , South 89' 38 ' 43 " East , 2 , 643 . 20 feet ; thence , South 00' 05 ' 39 " West , 1331 . 29 feet ; thence , North 89' 49 ' 50 " West , 637 . 70 feet ; thence , South 00' 00 ' 36 " West , 804 . 25 feet ; thence , South 00' 00 ' 36 " West , 61 . 05 feet to POINT OF BEGINNING 1 ; thence , South 000 00' 36 " West , 468 . 93 feet ; thence , North 890 59' 24" West , 1181 . 93 feet ; thence , North 00' 00' 36" East , 30 . 25 feet ; thence , North 65' 50' 44" West , 112 . 37 feet ; thence , South 89' 54' 52 " West , 299 . 87 feet ; thence , North 57' 21 ' 33 " West , 106 . 29 feet ; thence , North 26' 23 ' 32 " West , 458 . 81 feet ; thence , North 11 ' 18 ' 02 " West , 200 . 00 feet ; thence North 03' 14' 53 " West , 294 . 32 feet ; thence , North 000 10' 38" East , 360 . 36 feet ; thence , South 54' 48 ' 16" East , 895 . 99 feet ; thence , South 670 52 ' 16" East , 101 . 38 feet ; thence , South 84' 59 ' 16 " East , 552 . 56 feet ; thence , South 760 19' 16" East , 150 . 64 feet ; thence , South 54' 58 ' 16 " East , 500 . 33 feet to POINT OF BEGINNING 1 , containing 1 , 580 , 513 square feet or 36 . 28 acres , more or less . AND Commencing at the West Quarter Corner of said Section 15 ; thence along the North line of the Southwest Quarter , South 89' 38 ' 43 " East , 75 . 00 feet to POINT OF BEGINNING 2 ; thence , South 89' 38' 43 " East , 208 . 71 feet ; thence , South 00' 21 ' 17 " West , 208 . 71 feet ; thence North 890 38' 43 " West , 208 . 71 feet ; thence , North 000 21 ' 17 " East , 208 . 71 feet to the POINT OF BEGINNING 2 , containing 43 , 560 square feet or 1 . 00 acres , more or less . The above described Tracts of land contains 1 , 624 , 073 square feet or 37 . 28 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\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_District 1 . docx Page 1ofI 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-3 Rudolph Farms Metropolitan District No . 2 Legal Description NORTHERN ENGINEERING Exhibit A= 3 DESCRIPTION : RUDOLPH FARMS METROPOLITAN DISTRICT 2 A Tract of land located in the Southwest Quarter of Section 15 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer, State of Colorado , being more particularly described as follows : Considering the North line of the Southwest Quarter of said Section 15 as bearing South 890 38 ' 43 " East , and with all bearing contained herein relative thereto : Commencing at the West Quarter Corner of said Section 15 ; thence along the North line of the Southwest Quarter , South 89' 38 ' 43 " East , 75 . 00 feet to the POINT OF BEGINNING ; thence , South 89' 38' 43 " East , 208 . 71 feet ; thence , South 00' 21 ' 17 " West , 208 . 71 feet ; thence North 89' 38' 43 " West , 208 . 71 feet ; thence , North 00' 21 ' 17 " East , 208 . 71 feet to the POINT OF BEGINNING . The above described Tract of land contains 43 , 560 square feet or 1 . 00 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\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_District 2 . docx Page 1ofI 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 Rudolph Farms Metropolitan District No . 3 Legal Description NORTHERN ENGINEERING Exhibit A= 4 DESCRIPTION : RUDOLPH FARMS METROPOLITAN DISTRICT 3 A Tract of land located in the Southwest Quarter of Section 15 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer, State of Colorado , being more particularly described as follows : Considering the North line of the Southwest Quarter of said Section 15 as bearing South 890 38 ' 43 " East , and with all bearing contained herein relative thereto : Commencing at the West Quarter Corner of said Section 15 ; thence along the North line of the Southwest Quarter , South 89' 38 ' 43 " East , 75 . 00 feet to the POINT OF BEGINNING ; thence , South 89' 38' 43 " East , 208 . 71 feet ; thence , South 00' 21 ' 17 " West , 208 . 71 feet ; thence North 89' 38' 43 " West , 208 . 71 feet ; thence , North 00' 21 ' 17 " East , 208 . 71 feet to the POINT OF BEGINNING . The above described Tract of land contains 43 , 560 square feet or 1 . 00 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\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_District 3 . docx Page 1ofI FORT COLLINS : 301 North Howes Street , Suite 100 , 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT A-5 Rudolph Farms Metropolitan District No . 4 Legal Description NORTHERN ENGINEERING Exhibit A= 5 DESCRIPTION : RUDOLPH FARMS METROPOLITAN DISTRICT 4 A Tract of land located in the Southwest Quarter of Section 15 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer, State of Colorado , being more particularly described as follows : Considering the North line of the Southwest Quarter of said Section 15 as bearing South 890 38 ' 43 " East , and with all bearing contained herein relative thereto : Commencing at the West Quarter Corner of said Section 15 ; thence along the North line of the Southwest Quarter , South 89' 38 ' 43 " East , 75 . 00 feet to the POINT OF BEGINNING ; thence , South 89' 38' 43 " East , 208 . 71 feet ; thence , South 00' 21 ' 17 " West , 208 . 71 feet ; thence North 89' 38' 43 " West , 208 . 71 feet ; thence , North 00' 21 ' 17 " East , 208 . 71 feet to the POINT OF BEGINNING . The above described Tract of land contains 43 , 560 square feet or 1 . 00 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\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_District 4 . docx Page 1ofI FORT COLLINS : 301 North Howes Street , Suite 100 , 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT A-6 Rudolph Farms Metropolitan District No . 5 Legal Description NORTHERN ENGINEERING Exhibit A= 6 DESCRIPTION : RUDOLPH FARMS METROPOLITAN DISTRICT 5 A Tract of land located in the Southwest Quarter of Section 15 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer, State of Colorado , being more particularly described as follows : Considering the North line of the Southwest Quarter of said Section 15 as bearing South 890 38 ' 43 " East , and with all bearing contained herein relative thereto : Commencing at the West Quarter Corner of said Section 15 ; thence along the North line of the Southwest Quarter , South 89' 38 ' 43 " East , 75 . 00 feet to the POINT OF BEGINNING ; thence , South 89' 38' 43 " East , 208 . 71 feet ; thence , South 00' 21 ' 17 " West , 208 . 71 feet ; thence North 89' 38' 43 " West , 208 . 71 feet ; thence , North 00' 21 ' 17 " East , 208 . 71 feet to the POINT OF BEGINNING . The above described Tract of land contains 43 , 560 square feet or 1 . 00 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\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_District 5 . docx Page 1ofI FORT COLLINS : 301 North Howes Street , Suite 100 , 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT A-7 Rudolph Farms Metropolitan District No . 6 Legal Description NORTHERN ENGINEERING Exhibit A= 7 DESCRIPTION : RUDOLPH FARMS METROPOLITAN DISTRICT 6 A Tract of land located in the Southwest Quarter of Section 15 , Township 7 North , Range 68 West of the Sixth Principal Meridian , City of Fort Collins , County of Larimer, State of Colorado , being more particularly described as follows : Considering the North line of the Southwest Quarter of said Section 15 as bearing South 890 38 ' 43 " East , and with all bearing contained herein relative thereto : Commencing at the West Quarter Corner of said Section 15 ; thence along the North line of the Southwest Quarter , South 89' 38 ' 43 " East , 75 . 00 feet to the POINT OF BEGINNING ; thence , South 89' 38' 43 " East , 208 . 71 feet ; thence , South 00' 21 ' 17 " West , 208 . 71 feet ; thence North 89' 38' 43 " West , 208 . 71 feet ; thence , North 00' 21 ' 17 " East , 208 . 71 feet to the POINT OF BEGINNING . The above described Tract of land contains 43 , 560 square feet or 1 . 00 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\1489-001\Dwg\Exhibits\Exhibit A - Legals\1489-001_District 6 . docx Page 1ofI FORT COLLINS : 301 North Howes Street , Suite 100 , 80521 1 970 . 221 . 4158 GREELEY: 820 8" Street , 80631 1 970 . 395 . 9880 1 WEB : www . northernengineering . com EXHIBIT B-1 Rudolph Farms Metropolitan District Nos . 1 -6 Project Area Boundary Map � WEST QUARTER CORNER I SECTION 15-T7N-R68W CENTER CORNER SECTION 15-T7N-R68W I LO I I I OVERALL DISTRICT N I BOUNDARY MAP W I 4 , 203 , 912 sq . ft . I � 96 . 51 ac � I I w ZI I S U S1 E N H cb R � WITNESS CORNER WI`✓ CTIO 5-T7 -R6 o- —ML - - / CENTER-SOUTH 1 I I SIXTEENTH CORNER I SECTION 15-T7N-R68W I I I I I I OVERALL DISTRICT BOUNDARY MAP 1 1 , 580 , 513 sq . ft . 36 . 28 ac I : II —PRO PS E T OAD SOUTHWEST CORNER / SOUTH QUA TER CORNER SECTION 15-T7N-R68W l SECTION 15-T7N-R68W 400 0 400 Feet ( IN FEET ) 1 inch = 400 ft. DESCRIPTION ECT AREA NORTHERN RUDOLPH FARMS BOUNDARY DARY MAP E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 6 DRAWN BY SCALE EXHIBIT FORT COLLINS B. Ruch ill = 400' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4158 COLORADO DATE PR ECT B - 1 GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 1489-001 EXHIBIT B-2 Rudolph Farms Metropolitan District No . 1 Map � WEST QUARTER CORNER I SECTION 15-T7N-R68W CENTER CORNER - � - - SECTION 15-T7N-R68W � I I DISTRICT 1 43 , 560 sq . ft . I 1 . 00 ac UD II I N I I IQ I I I � I I W Z I SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W I I I I / I CENTER-SOUTH 1 I SIXTEENTH CORNER \ I SECTION 15-T7N-R68W � I � I DISTRICT 1 1 1 , 580 , 513 sq .ft. I i 36 . 28 ac II —PRO PS T OAD SOUTHWEST CORNER / SOUTH QUA TER CORNER SECTION 15-T7N-R68W l SECTION 15-T7N-R68W 400 0 400 Feet ( IN FEET ) 1 inch = 400 ft. DESCRIPTION NORTHERN RUDOLPH FARMS BouN BOUNDARY MACT 1 P E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 6 DRAWN BY SCALE EXHIBIT FORT COLLINS B. Ruch 1 " = 400' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4158 COLORADO DATE PROJECT B - 2 GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 1489-001 EXHIBIT B -3 Rudolph Farms Metropolitan District Nos . 2 - 6 Map C ' WEST QUARTER CORNER I SECTION 15-T7N-R68W CENTER CORNER - - - SECTION 15-T7N-R68W I I I I DISTRICTS 2-6 43 , 560 sq . ft . 1 . 00 ac II 'i I UD I I N I w Q I I I wil I Z I I SOUTH SIXTEENTH CORNER I WITNESS CORNER I SECTION 15-T7N-R68W I I I I CENTER-SOUTH 1 I SIXTEENTH CORNER I \ I SECTION 15-T7N-R68W \ � I I I I ` ` —PRO PS E T OAD SOUTHWEST CORNER SOUTH QUA TER CORNER SECTION 15-T7N-R68W l SECTION 15-T7N-R68W 400 0 400 Feet ( IN FEET ) 1 inch = 400 ft. DESCRIPTION �\ NORTHERN RUDOLPH FARMS DISTRICTS 2-6 BOUNDARY MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 6 DRAWN BY SCALE EXHIBIT FORT COLLINS B. Ruch 111 = 400' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4158 COLORADO DATE PROJECT B - 3 GREELEY: 8208th Street, 80631 northemengineeringcom January 31 , 2018 1489-001 EXHIBIT B-4 Rudolph Farms Metropolitan District Nos . 1 -6 Estimated Future Boundary Map C I WEST QUARTER CORNER I SECTION 15-T7N-R68W CENTER CORNER - � - - - SECTION 15-T7N-R68W I I I I I DISTRICTS 1 - 6 FUTUREDISTRICT 4 III � N ; FUTURE ' I � I DISTRICT 5 Q I I FUTURE ' wDISTRICT 2 Z I I SOUTH SIXTEENTH CORNER WITNESS CORNER FUTURE SECTION 15-T7N-R68W DISTRICT 3 I ' \ I CENTER-SOUTH 1 I I SIXTEENTH CORNER I SECTION 15-T7N-R68W I � I � I \ DISTRICT 1 1 I I PROSPE T OAD SOUTHWEST CORNER SOUTH QUA TER CORNER SECTION 15-T7N-R68W l SECTION 15-T7N-R68W DISTRICT 1 FUTURE ESTIMATED DISTRICT 4 FUTURE ESTIMATED DISTRICT 2 FUTURE ESTIMATED DISTRICT 5 400 0 400 Feet FUTURE ESTIMATED DISTRICT 3 DISTRICTS 1 -6 ( IN FEET ) 1 inch = 400 ft. DESCRIPTION RUDOLPH FARMS ESTIMATED BOUNDARY MAP DISTRICTS 1 -6 NORTHERN ENGINEERING METROPOLITAN DISTRICTS 1 - 6 DRAWN BY SCALE EXHIBIT FORT COLLINS B. Ruch 111 = 400' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4158 COLORADO DATE PROJECT B4 GREELEY: 8208th Street, 80631 northemengineeringcom January 31 , 2018 1489-001 EXHIBIT C Rudolph Farms Metropolitan District Nos . 1 -6 Vicinity Map V PG P m Ell r 0 n LO N BOX LDE W I TCH LL W Y H COelf v W PR SPE T ROAD PROSPECT ROAD PROPOSED RUDOLPH FARMS METROPOLITAN DISTRICT 1000 0 1000 Feet ( IN FEET ) 1 inch = 1000ft. DESCRIPTION NORTHERN RUDOLPH FARMS VICINITY MAP E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 6 DRAWN BY SCALE EXHIBIT FORT COLLINS B. Ruch 1 " = 1000' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4158 COLORADO DATE PROJECT C GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 1489-001 EXHIBIT D Rudolph Farms Metropolitan District Nos . 1 -6 Infrastructure Preliminary Development Plan NORTHERN ENGINEERING SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31, 2018 PUBLIC IMPROVEMENT COSTS FOR RUDOLPH FARMS METROPOLITAN DISTRICTS 1-6 COMBINED AREA - 132.79 ACRES Public Improvements Quantity Unit Cost Extended Cost I. Grading/Miscellaneous Mobilization / General Conditions 1 LS $3,51%000.00 $ 3,519,000.00 Clearing and Grubbing and Topsoil Stripping 133 Ac $11,900.00 $ 1,580,201.00 Earthwork (cut/fill/place) 214,235 CY $6.00 $ 1,285,410.00 Import Fill Dirt 500,000 CY $10.00 $ 5,000,000.00 Erosion Control / Traffic Control 1 LS $51027,000.00 $ 5,027,000.00 Subtotal $ 16,411,611.00 II. Roadway Improvements Parking Lots - SY $70.00 $ Access Road (24' Section) - LF $205.00 $ - Local Residential Street (51' Section) 6,322 LF $273.00 $ 1,725,906.00 Local Industrial Street (66' Section) 61810 LF $321.00 $ 2,186,010.00 Local Commercial Street (72' Section ) - LF $336.00 $ - Minor Collector Street (76' Section) 21746 LF $431.00 $ 1,183,526.00 Roundabout 1 EA $21500,000.00 $ 2,50%000.00 Box Culvert Bridge 3 EA $1,0001000.00 $ 3,000,000.00 Prospect Road Widening (Half 4-Lane Arterial) 21220 LF $637.00 $ 1,414,140.00 Frontage Road Reconstruct (2-Lane Arterial 84' Section) 31240 LF $666.00 $ 2,157,840.00 Traffic Signal Improvements 1 EA $500,000.00 $ 500,000.00 Street Lighting 1 LS $587,000.00 $ 587,000.00 Signing and Striping 1 LS $441,000.00 $ 441,000.00 Subtotal $ 15,695,422.00 III. Potable Waterline Improvements 8" Waterline 12,851 LF $90.00 $ 1,156,590.00 10" Waterline - LF $100.00 $ - 12" Waterline 8,442 LF $112.00 $ 945,504.00 Utility Borings 300 LF $1,900.00 $ 570,000.00 Raw Water Requirements 177 AC-FT $41,428.00 $ 7,316,185.00 Off-Site Waterline Reimbursement to ELCO 1 LS $750,000.00 $ 750,000.00 Subtotal $ 10,738,279.00 IV, Sanitary Sewer and Subdrain Improvements 8" Sanitary Sewer 11,423 LF $109.00 $ 1,245,107.00 10" Sanitary Sewer - LF $114.00 $ - 12" Sanitary Sewer 71867 LF $124.00 $ 975,508.00 27" Sanitary Sewer - LF $197.00 $ - 8" Subdrain 15,751 LF $75.00 $ 1,181,325.00 Subdrain Connection Fee - LS $43,000.00 $ - Sanitary Sewer Repayment 275 TAP $1,898.00 $ 521,950.00 Subtotal $ 3,923,890.00 V. Storm Drainage Improvements 24" RCP Storm Sewer - LF $191.00 $ - 24" CMP Storm Sewer - LF $163.00 $ 36" RCP Storm Sewer 14,071 LF $222.00 $ 3,123,762.00 48" RCP Storm Sewer - LF $324.00 $ - Outlet Structure 5 EA $10,000.00 $ 50,000.00 Water Quality 122,013 CF $6.00 $ 732,080.00 Subtotal $ 3,905,842.00 Page 1 of 2 NORTHERN ENGINEERING SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31, 2018 PUBLIC IMPROVEMENT COSTS FOR RUDOLPH FARMS METROPOLITAN DISTRICTS 1-6 COMBINED AREA - 132.79 ACRES Public Improvements Quantity Unit Cost Extended Cost VI. Non-Potable Irrigation Improvements 6" Non-Potable Waterline 18,867 LF $56.00 $ 1,056,552.00 Non-Potable Waterline Pumphouse 1 LS $450,000.00 $ 450,000.00 Non-Potable Pond and Delivery Improvements 1 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 57 AC-FT $41,428.00 $ 2,345,654.00 Subtotal $ 4, 102,206.00 VII . Open Space, Parks and Trails Structural Demolition - LS $0.00 $ - Natural Area Open Space 8 AC $108,900.00 $ 914,760.00 Landscaped Open Space 6 AC $239,580.00 $ 1,533,312.00 Regional Trails 71550 LF $160.00 $ 1,208,000.00 Monument Signs 3 EA $75,000.00 $ 225,000.00 Pocket Park and Park Amenities 1 EA $150,000.00 $ 150,000.00 Open Space Acquisition - AC $20,000.00 $ - Subtotal $ 4,031,072.00 Vill, Admin. / Design / Permitting / Etc. Engineering / Surveying 1 LS $51881,000.00 $ 5,881,000.00 Construction Management / Inspection / Testing 1 LS $%822,000.00 $ %8221000.00 Admin. / Planning / Permitting 1 LS $11765,000.00 $ 1,765,000.00 Subtotal $ 16,46%000.00 Infrastructure Subtotal $ 75,276,322.00 Contingency (20%) $ 15,055, 265.00 Total Cost $ 90,331,587.00 Page 2 of 2 I I CI I I I ■ ■ BRIDGE ■ II IaL ilk 1♦♦ 1 ♦ ♦♦� I � ■ ■ ■ x I LU I �1� 11 11111 ■ ■ ■ - - � �� 11 111 ■ ■ ■ ■ W l I ■ •••� �1 i i , I I \\ 1 1 I - � \ ••111 ■ ■ 111• •1 I I ■ BRIDE` / I 1 •11♦11♦• � \ \ 111♦♦ ■ ■ ; BRIDGE ■ ■ ■ I ij ■ ROUNDABOUT ■ ■ ■ PROSP CT ROAD LEGEND : STREETS OWNED AND INDUSTRIAL MAINTAINED BY THE CITY OF ■ � � � � � � � � ■ LOCALSTREET FORT COLLINS 2-LANE ARTERIAL NOTE : LOCAL STREETS a . ■ ■ ■ ■ . LOCAL STREET I N E E N ■ ■ ■ ■ N STREET AND ASSOCIATED UTILITIES aoo o aoo Feet COLLECTOR 24-LANE ? ARE CONCEPTUAL AND ( STREET ARTERIAL STREET MAY CHANGE AS IN FEET ) DEVELOPMENT OCCURS . 1 inch = 400 ft. DESCRIPTION UENORTHERN RUDOLPH FARMS STREET MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 6 DaAwry BY SCALE EXHIBIT FORT COLLINS e. RDcn 111 = 400' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4158 COLORADO DATE PROJECT D GREELEY: 8208th Street, 80631 northemengineeringcom January 31 , 2018 11489-001 FIGURE 1 OF 6 I I I I w w I I � I 12" WATER w I � I I w II II ` I 12" WATER LINE BORE ", CV — . . — . . — . — . vv . T-- - - IQII I 1 W 8" WATER � I II PROSPECT ROAD LEGEND : WATER LINE - 12 INCH PVC. ALL WATER TO BE OWNED AND MAINTAINED BY ELCO WATER DISTRICT. NOTE : LOCAL STREETS AND ASSOCIATED UTILITIES 400 0 400 Feet WATER LINE - 8 INCH PVC . ARE CONCEPTUAL AND ALL WATER TO BE OWNED AND MAY CHANGE AS ( IN FEET ) MAINTAINED BY ELCO WATER DEVELOPMENT OCCURS. 1 inch = 400 ft. DISTRICT. DESCRIPTION NORTHERN RUDOLPH FARMS POTABLE WATER MAP E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 6 DRAWN BY SCALE EXHIBIT FORT COLLINS B. Ruch 1 " = 400 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4158 COLORADO DATE PRWECT D GREELEY: 820 8th Street, 80631 northernengineering.com January 31 , 2018 1489-001 FIGURE 2 OF 6 J I I C I I I I cn 8" SANITARY UjD SEWER II Lu I _ to I I � 8" SUBDRAIN I I / N o- W I - - - - 1 W \ 12 SANITARY W I I \ SEWER I I z � I \ 8" SUBDRAIN I 1 8" SANITARY � S I SEWER \ cn TIE TO CO I BOXELDER SANITATION PROSPECT ROAD LEGEND : SEWER LINE - 12 INCH PVC . SUBDRAIN - 8 INCH HDPE. ALL SEWER TO BE OWNED SU ALL SUBDRAINS TO BE AND MAINTAINED BY BOXELDER OWNED AND MAINTAINED SANITATION DISTRICT. METRO DISTRICT. SEWER LINE - 8 INCH PVC. NOTE: LOCAL STREETS AND aoo o aoo Feet ALL SEWER TO BE OWNED ASSOCIATED UTILITIES ARE IN ss CONCEPTUAL AND MAY CHANGE AS FEET ) AND MAINTAINED BY BOXELDER 1 inch = aoo n. SANITATION DISTRICT. DEVELOPMENT OCCURS . DESCRIPTION SANITARY NORTHERN RUDOLPH FARMS SUBDRAIN MAP & huENGINEERING METROPOLITAN DISTRICTS 1 - 6 DaAwry BY SCALE EXHIBIT FORT COLLINS B. Ruch 111 = 400' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4158 COLORADO DATE PROJECT D GREELEY: 8208th Street, 80631 northemengineering.com January 31 , 2 118 1489-001 FIGURE 3 OF 6 J I<vAll I I I I II I i � CO I cn 36" STORM I I I DRAIN � Cn II I 1 I II *NA N . - . . - . . _ . . - . . - . . - . . � - - LU — I � Ii w Izl PROSPECT ROAD 1 LEGEND : ALL STORM DRAINS OUTSIDE OF RIGHT-OF-WAY TO 36" RCP STORM BE OWNED AND MAINTAINED BY METRO DISTRICT. DRAIN LINE ALL STORM DRAINS WITHIN RIGHT-OF-WAY TO BE DIRECTION OF OWNED AND MAINTAINED BY CITY OF FORT COLLINS. CONVEYANCE aoo 0 40o Feet NOTE : LOCAL STREETS AND ASSOCIATED ( IN FEET ) DETENTION AREA UTILITIES ARE CONCEPTUAL AND MAY 1 inch = 400 ft. CHANGE AS DEVELOPMENT OCCURS . FD�WNBY NORTHERN RUDOLPH FARMS RAINAGE MAP hu ENGINEERING METROPOLITAN DISTRICTS 1 - 6 scALE EXHIBIT FORT COLLINS 1 = 400' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4158 COLORADO PROJECT D GREELEY: 8208th Street, 80631 northemengineeringcom 1489-001 FIGURE 4 OF 6 I I I I I I IRR IRR IRR III IRR IRR IRR Q- I ILO 04 I I Q I I IRR IRR MIRR U) I RR nr W W z I R IRR IR — I I IRR IRR I IRRIGATION POND I i I I � IRR I� I 8" NON-POTABLE I IRRIGATION I li I i - - � PROSPECT OAD LEGEND : NON-POTABLE IRRIGATION LINE IRR - ALL LINES ARE 8" PVC. NOTE : LOCAL STREETS AND ASSOCIATED UTILITIES aoo 0 400 Feet ARE CONCEPTUAL AND MAY CHANGE AS ( IN FEET ) DEVELOPMENT OCCURS . 1 inch = 400 ft. DESCRIPTION huNORTHERN RUDOLPH FARMS NON -POTABLE IRRIGATION MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 6 DaAwry BY scALE EXHIBIT FORT COLLINS B. Ruch 1 = 400' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4158 COLORADO DATE PROJECT D GREELEY: 8208th Street, 80631 northemengineering.com January 31 , 2018 1489-001 FIGURE 5 OF 6 J I<v / I I I � ■ ■ I I ■ IN ♦ ■ I 1 it in ; • I iI ; .♦ 1 a ; ~ ' ♦ 11 ■ it II ¢ I ; 1� •�� ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ � ■ ~ I ■ ♦ 111 ■ ■ I 1 I li 1111 ■ ■ I Z I ; ♦♦♦ 111111111 ■ — I I ■ ♦1 /11 � ■ I I li 1'1 11 1 1 1 I � �♦�� � 11� ■ ■ a�♦ j i t I I I IN lb I � ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ e I i 1077 * . 9 I ` IN '4LR IN 1 IN ` Ell ■ I IN IN IN IN II ■ - - —PRO E T OAD LEGEND : . ■ � ■ ■ � ■ ■ � CONNECTIVITY ��■ ■�♦ LANDSCAPING w/ TRAILS PARK AREA aa � ■ ■ �` STREETS w/ i:::] ■ a 11� ■a�� TREE LAWN AREAS 400 0 400 Feet NOTE: LOCAL STREETS AND ASSOCIATED UTILITIES ARE IN NATURAL AREA CONCEPTUAL AND MAY CHANGE AS FEET ) OPEN SPACE DEVELOPMENT OCCURS . 1 innchch = 40o n. DESCRIPTION RUDOLPH FARMS OPEN SPACE , PARKS , NORTHERN & TRAILS MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 6 DRAWN BY SCALE EXHIBIT FORT COLLINS B. Ruch 111 = 400' FORT COLLINS: 301 North Howes Street, Suite 100, 80521 970.221 .4158 COLORADO DATE PROJECT D GREELEY: 8208th Street, 80631 northemengineeringcom January 31 , 2018 1489-001 FIGURE 6 OF 6 EXHIBIT E Rudolph Farms Metropolitan District Nos . 1 -6 Financial Plan 1 Combined Sources and Uses : Rudolph Farms Metropolitan Districts Percent Series 2023 Series 2028 Series 2036 TOTAL of Total Sources Par $ 42, 405, 000 $ 34, 930, 000 $ 104, 8651000 $ 182, 200, 000 95% Funds on Hand $ - $ 91711,458 $ 91711,458 5 % TOTAL: $ 42, 405, 000 $ 34, 930, 000 $ 114, 5761458 $ 191, 911,458 Uses Project Fund $ 31, 012, 692 $ 25, 198, 900 $ 34,005, 811 $ 90, 217,403 47% Refunding Proceeds $ 74, 710, 000 $ 74, 710, 000 39% Capitalized Interest $ 61360, 750 $ 51239, 500 $ 371, 397 $ 11, 971, 647 6% Reserve Fund $ 31883,458 $ 31493, 000 $ 41764, 925 $ 12, 141, 383 6% Costs of Issuance $ 11148, 100 $ 998, 600 $ 724, 325 $ 21871, 025 1 % TOTAL : $ 42, 405, 000 $ 34, 930, 000 $ 114, 5761458 $ 191, 911,458 2 RUDOLPH FAMRS METROPOLITAN DISTRICT Nos. 1-6 (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 2023 & Series 2028 + 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] @98h @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 0 50.000 0 0 0 50.000 0 0 0 2022 0 50.000 0 0 0 50.000 0 0 0 2023 0 50.000 0 0 543,533 50.000 26,633 1 ,598 28,231 2024 0 50.000 0 0 6,836,303 50.000 334,979 20,099 355,078 2025 348,000 50.000 17,052 1 ,023 16,922,451 50.000 829,200 49,752 897,027 2026 973,004 50.000 47,677 2,861 24,174,486 50.000 1 ,184,550 71 ,073 1 ,306,161 2027 973,004 50.000 47,677 2,861 34,685,688 50.000 1 ,699,599 101 ,976 1 ,852,112 2028 1 ,031 ,385 50.000 50,538 3,032 42,647,778 50.000 2,089,741 125,384 2,268,696 2029 1 ,031 ,385 50.000 50,538 3,032 46,968,639 50.000 2,301 ,463 138,088 2,493,121 2030 1 ,093,268 50.000 53,570 3,214 54,172,341 50.000 2,654,445 159,267 2,870,496 2031 1 ,093,268 50.000 53,570 3,214 58,667,764 50.000 2,874,720 172,483 3,103,988 2032 1 ,158,864 50.000 56,784 3,407 66,751 ,468 50.000 3,270,822 196,249 3,527,263 2033 1 ,158,864 50.000 56,784 3,407 71 ,066,956 50.000 3,482,281 208,937 3,751 ,409 2034 1 ,228,396 50.000 60,191 3,611 75,330,973 50.000 3,691 ,218 221 ,473 3,976,494 2035 1 ,228,396 50.000 60,191 3,611 75,330,973 50.000 3,691 ,218 221 ,473 3,976,494 2036 1 ,302,099 50.000 63,803 3,828 79,850,832 50.000 3,912,691 234,761 4,215,083 2037 1 ,302,099 50.000 63,803 3,828 79,850,832 50.000 3,912,691 234,761 4,215,083 2038 1 ,380,225 50.000 67,631 4,058 84,641 ,882 50.000 4,147,452 248,847 4,467,988 2039 1 ,380,225 50.000 67,631 4,058 84,641 ,882 50.000 4,147,452 248,847 4,467,988 2040 1 ,463,039 50.000 71 ,689 4,301 89,720,395 50.000 4,396,299 263,778 4,736,068 2041 1 ,463,039 50.000 71 ,689 4,301 89,720,395 50.000 4,396,299 263,778 4,736,068 2042 1 ,550,821 50.000 75,990 4,559 95,103,618 50.000 4,660,077 279,605 5,020,232 2043 1 ,550,821 50.000 75,990 4,559 95,103,618 50.000 4,660,077 279,605 5,020,232 2044 1 ,643,870 50.000 80,550 4,833 100,809,835 50.000 4,939,682 296,381 5,321 ,445 2045 1 ,643,870 50.000 80,550 4,833 100,809,835 50.000 4,939,682 296,381 5,321 ,445 2046 1 ,742,503 50.000 85,383 5,123 106,858,426 50.000 5,236,063 314,164 5,640,732 2047 1 ,742,503 50.000 85,383 5,123 106,858,426 50.000 5,236,063 314,164 5,640,732 2048 1 ,847,053 50.000 90,506 5,430 113,269,931 50.000 5,550,227 333,014 5,979,176 2049 1 ,847,053 50.000 90,506 5,430 113,269,931 50.000 5,550,227 333,014 5,979,176 2050 1 ,957,876 50.000 95,936 5,756 120,066,127 50.000 5,883,240 352,994 6,337,927 2051 1 ,957,876 50.000 95,936 5,756 120,066,127 50.000 5,883,240 352,994 6,337,927 2052 2,075,348 50.000 101 ,692 6,102 127,270,095 50.000 6,236,235 374,174 6,718,202 2053 2,075,348 50.000 101 ,692 6,102 127,270,095 50.000 6,236,235 374,174 6,718,202 2054 2,199,869 50.000 107,794 6,468 134,906,300 50.000 6,610,409 396,625 7,121 ,294 2055 2,199,869 50.000 107,794 6,468 134,906,300 50.000 6,610,409 396,625 7,121 ,294 2056 2,331 ,861 50.000 114,261 6,856 143,000,678 50.000 7,007,033 420,422 7,548,572 2057 2,331 ,861 50.000 114,261 6,856 143,000,678 50.000 7,007,033 420,422 7,548,572 2058 2,471 ,773 50.000 121 ,117 7,267 151 ,580,719 50.000 7,427,455 445,647 8,001 ,486 2059 2,471 ,773 50.000 121 ,117 7,267 151 ,580,719 50.000 7,427,455 445,647 8,001 ,486 2060 2,620,080 50.000 128,384 7,703 160,675,562 50.000 7,873,103 472,386 8,481 ,576 2061 2,620,080 50.000 128,384 7,703 160,675,562 50.000 7,873,103 472,386 8,481 ,576 2062 2,777,284 50.000 136,087 8,165 170,316,096 50.000 8,345,489 500,729 8,990,470 2063 2,777,284 50.000 136,087 8,165 170,316,096 50.000 8,345,489 500,729 8,990,470 2064 2,943,921 50.000 144,252 8,666 180,535,062 50.000 8,846,218 530,773 9,529,898 2065 2,943,921 50.000 144,252 8,666 180,535,062 50.000 8,846,218 530,773 9,529,898 2066 3,120,557 50.000 152,907 9,174 191 ,367,165 50.000 9,376,991 562,619 10,101 ,692 3,677,628 220,668 219,651 ,204 13,179,072 236,728,562 ['] 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 B RFMD#1-6 Fin Plan 18 Master NR LF FP SP+2036 Refg Draft: For discussion purposes only. 3 RUDOLPH FAMRS METROPOLITAN DISTRICT Nos. 1-6 (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 2023 & Series 2028 + New Money, Assumes Investment Grade, 100x, 30-yr. Maturity Ser. 2023 Ser. 2028 Ser. 2036 $42,405,000 Par $34,930,000 Par $104,865,000 Par Surplus Cov. of Net DS: Cov. of Net DS: [Net $31.013 MM] [Net $25.199 MM] [Net $34.006 MM] Total Annual Release @ Cumulative @ Res'I Target @ Res'I Cap Net Available Net Debt Net Debt Net Debt Net Debt Funds on Hand` Surplus Surplus @ Comm'I Target @ Comm'I Cap YEAR for Debt Svc Service Service Service Service Used as Source to $10A86,500 $10,486,500 Target 2017 2018 $0 2019 0 2020 0 2021 0 2022 0 2023 28,231 $0 0 28,231 0 28,231 0% 0% 2024 355,078 0 0 355,078 0 383,309 0% 0% 2025 897,027 0 0 897,027 0 1 ,280,336 0% 0% 2026 1 ,306,161 0 0 1 ,306,161 0 2,586,497 0% 0% 2027 1 ,852,112 2,120,250 2,120,250 (268,138) 0 2,318,359 87% 87% 2028 2,268,696 2,140,250 $0 2,140,250 128,446 0 2,446,805 106% 106% 2029 2,493,121 2,139,250 0 2,139,250 353,871 0 2,800,676 117% 117% 2030 2,870,496 2,268,250 0 2,268,250 602,246 0 3,402,922 127% 127% 2031 3,103,988 2,270,750 0 2,270,750 833,238 0 4,236,160 137% 137% 2032 3,527,263 2,402,750 1 ,746,500 4,149,250 (621 ,987) 0 3,614,172 85% 85% 2033 3,751 ,409 2,402,750 1 ,746,500 4,149,250 (397,841) 0 3,216,331 90% 90% 2034 3,976,494 2,552,000 1 ,746,500 4,298,500 (322,006) 0 2,894,325 93% 93% 2035 3,976,494 2,548,000 1 ,746,500 4,294,500 (318,006) 0 2,576,319 93% 93% 2036 4,215,083 2,703,000 1 ,746,500 $0 4,449,500 2,335,000 (2,569,417) 0 6,902 95% 95% 2037 4,215,083 [Reid by Ser. '36] [ReFd by Ser. '36] 4,085,366 4,085,366 129,718 0 136,619 103% 103% 2038 4,467,988 4,466,763 4,466,763 1 ,226 0 137,845 100% 100% 2039 4,467,988 4,466,338 4,466,338 1 ,651 0 139,496 100% 100% 2040 4,736,068 4,735,913 4,735,913 155 0 139,651 100% 100% 2041 4,736,068 4,734,013 4,734,013 2,055 0 141 ,706 100% 100% 2042 5,020,232 5,016,688 5,016,688 3,544 0 145,250 100% 100% 2043 5,020,232 5,016,825 5,016,825 3,407 0 148,657 100% 100% 2044 5,321 ,445 5,320,900 5,320,900 545 0 149,202 100% 100% 2045 5,321 ,445 5,320,950 5,320,950 495 0 149,698 100% 100% 2046 5,640,732 5,639,300 5,639,300 1 ,432 0 151 ,130 100% 100% 2047 5,640,732 5,637,350 5,637,350 3,382 0 154,512 100% 100% 2048 5,979,176 5,978,063 5,978,063 1 ,114 0 155,626 100% 100% 2049 5,979,176 5,976,775 5,976,775 2,401 0 158,027 100% 100% 2050 6,337,927 6,337,300 6,337,300 627 0 158,654 100% 100% 2051 6,337,927 6,334,125 6,334,125 3,802 0 162,455 100% 100% 2052 6,718,202 6,716,913 6,716,913 1 ,290 0 163,745 100% 100% 2053 6,718,202 6,714,088 6,714,088 4,115 0 167,860 100% 100% 2054 7,121 ,294 7,121 ,163 7,121 ,163 132 0 167,992 100% 100% 2055 7,121 ,294 7,120,500 7,120,500 794 0 168,786 100% 100% 2056 7,548,572 7,548,463 7,548,463 110 0 168,896 100% 100% 2057 7,548,572 7,546,563 7,546,563 2,010 0 170,906 100% 100% 2058 8,001 ,486 7,997,013 7,997,013 4,474 0 175,379 100% 100% 2059 8,001 ,486 8,000,263 8,000,263 1 ,224 0 176,603 100% 100% 2060 8,481 ,576 8,479,163 8,479,163 2,413 0 179,017 100% 100% 2061 8,481 ,576 8,478,100 8,478,100 3,476 0 182,492 100% 100% 2062 8,990,470 8,986,200 8,986,200 4,270 0 186,762 100% 100% 2063 8,990,470 8,986,363 8,986,363 4,108 0 190,870 100% 100% 2064 9,529,898 9,528,775 9,528,775 1 ,123 0 191 ,993 100% 100% 2065 9,529,898 9,529,850 9,529,850 48 0 192,042 100% 100% 2066 10,101 ,692 10,101 ,125 10,101 ,125 567 192,609 0 100% 100% 236,728,562 23,547,250 8,732,500 201 ,921 ,203 234,200,953 2,335,000 192,609 192,609 [l3Jan301823nrspB] [l3Jan301828nrspB] [&Ian301836igrf0l Prepared by D.A.Davidson & Co. 1/302018 B RFMD#1-6 Fin Plan 18 Master NR LF FP SP+2036 Refg Draft: For discussion purposes only. 4 RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential) 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 0 0 0 0 0 $0 2020 0 0 0 0 0 0 0 0 0 0 0 2021 0 0 0 0 0 0 0 0 0 2022 0 0 0 0 0 0 0 0 0 0 0 2023 0 0 0 1 ,200,000 0 0 0 0 0 2024 60 0 13,513,949 0 0 0 0 0 0 0 0 2025 0 13,513,949 0 0 348,000 0 0 0 348,000 2026 0 810,837 14,324,786 973,004 0 0 0 0 0 0 973,004 2027 0 14,324,786 973,004 0 0 0 0 0 973,004 2028 0 859,487 15,184,273 1 ,031 ,385 0 0 0 0 0 0 1 ,031 ,385 2029 0 15,184,273 1 ,031 ,385 0 0 0 0 0 1 ,031 ,385 2030 0 911 ,056 16,095,330 1 ,093,268 0 0 0 0 0 0 1 ,093,268 2031 0 16,095,330 1 ,093,268 0 0 0 0 0 1 ,093,268 2032 0 965,720 17,061 ,049 1 , 158,864 0 0 0 0 0 0 1 ,158,864 2033 0 17,061 ,049 1 , 158,864 0 0 0 0 0 1 ,158,864 2034 0 1 ,023,663 18,084,712 1 ,228,396 0 0 0 0 0 0 1 ,228,396 2035 0 18,084,712 1 ,228,396 0 0 0 0 0 1 ,228,396 2036 0 1 ,085,083 19,169,795 1 ,302,099 0 0 0 0 0 0 1 ,302,099 2037 0 19,169,795 1 ,302,099 0 0 0 0 0 1 ,302,099 2038 1 ,150,188 20,319,983 1 ,380,225 0 0 0 0 0 1 ,380,225 2039 20,319,983 1 ,380,225 0 0 0 0 1 ,380,225 2040 1 ,219,199 21 ,539,182 1 ,463,039 0 0 0 0 0 1 ,463,039 2041 21 ,539,182 1 ,463,039 0 0 0 0 1 ,463,039 2042 1 ,292,351 22,831 ,533 1 ,550,821 0 0 0 0 0 1 ,550,821 2043 22,831 ,533 1 ,550,821 0 0 0 0 1 ,550,821 2044 1 ,369,892 24,201 ,424 1 ,643,870 0 0 0 0 0 1 ,643,870 204E 24,201 ,424 1 ,643,870 0 0 0 0 1 ,643,870 2046 1 ,452,08E 25,653,510 1 ,742,503 0 0 0 0 0 1 ,742,503 2047 25,653,510 1 ,742,503 0 0 0 0 1 ,742,503 2048 1 ,539,211 27,192,721 1 ,847,053 0 0 0 0 0 1 ,847,053 2049 27,192,721 1 ,847,053 0 0 0 0 1 ,847,053 2050 1 ,631 ,563 28,824,284 1 ,957,876 0 0 0 0 0 1 ,957,876 2051 28,824,284 1 ,957,876 0 0 0 0 1 ,957,876 2052 1 ,729,457 30,553,741 2,075,348 0 0 0 0 0 2,075,348 2053 30,553,741 2,075,348 0 0 0 0 2,075,348 2054 1 ,833,224 32,386,965 2,199,869 0 0 0 0 0 2,199,869 2055 32,386,965 2,199,869 0 0 0 0 2,199,869 2056 1 ,943,218 34,330,183 2,331 ,861 0 0 0 0 0 2,331 ,861 2057 34,330,183 2,331 ,861 0 0 0 0 2,331 ,861 2058 2,059,811 36,389,994 2,471 ,773 0 0 0 0 0 2,471 ,773 2059 36,389,994 2,471 ,773 0 0 0 0 2,471 ,773 2060 2,183,400 38,573,394 2,620,080 0 0 0 0 0 2,620,080 2061 38,573,394 2,620,080 0 0 0 0 2,620,080 2062 2,314,404 40,887,797 2,777,284 0 0 0 0 0 2,777,284 2063 40,887,797 2,777,284 0 0 0 0 2,777,284 2064 2,453,268 43,341 ,065 2,943,921 0 0 0 0 0 2,943,921 2065 43,341 ,065 2,943,921 0 0 0 0 2,943,921 2066 2,600,464 45,941 ,529 3,120,557 0 0 0 0 0 3,120,557 60 32,427,580 0 0 Prepared by D.A.Davidson & Co. 1/30/2018 B RFMD#1-6 Fin Plan 18 R AV Summary Draft: For discussion purposes only. 5 RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Residential) Development Summary Development Projection -- Buildout Plan (updated 1 /23/18) Residential Development Assissted Living TH Condo SFD - Standard SFD - Premier Product Type Base $ ('18) $200,000 $375,000 $385,000 $475,000 $575,000 Res'I Totals 2017 2018 2019 2020 2021 2022 2023 2024 60 60 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 - - 60 60 MV @ Full Buildout $123000,000 $0 $0 $0 $0 $1290009000 (base prices;un-infl.) notes: Platted/Dev Lots = 10% MV; one-yr prior Base MV $ inflated 2% per annum 1/30/2018 B RFMD#1 -6 Fin Plan 18 R Dev Summ Prepared by D.A. Davidson & Co. 6 RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (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 Total Hotel Reasses'mt Cumulative of Market Assessed YEAR Res'I Units @6.0% Market Value (2-yr lag) Market Value (2-yr lag) Sq. Ft. Rooms @6.0% Market Value (2-yr lag) Value 2017 0 0 0 0 0 0 2018 0 0 0 0 0 0 0 0 2019 0 0 0 0 0 0 0 0 0 $0 2020 0 0 0 0 0 0 0 0 0 0 0 0 2021 0 0 0 1 ,874,250 0 0 0 0 0 0 2022 0 0 0 0 3,285,975 0 110,035 0 0 20,287,485 0 0 2023 0 0 0 1 ,785,975 543,533 104,685 120 56,567,304 0 543,533 2024 0 0 0 0 3,285,975 952,933 104,685 0 3,394,038 80,074,321 5,883,371 6,836,303 2025 0 0 0 1 ,785,975 517,933 104,685 120 117,819,845 16,404,518 16,922,451 2026 0 0 0 0 1 ,246,725 952,933 104,685 0 7,069,191 145,814,580 23,221 ,553 24,174,486 2027 0 0 0 1 ,246,725 517,933 83,115 0 160,714,097 34,167,755 34,685,688 2028 0 0 0 0 1 ,246,725 361 ,550 83,115 0 9,642,846 185,554,452 42,286,228 42,647,778 2029 0 0 0 1 ,246,725 361 ,550 83,115 0 201 ,055,910 46,607,088 46,968,639 2030 0 0 0 0 1 ,246,725 361 ,550 83,115 0 12,063,355 228,930,752 53,810,791 54,172,341 2031 0 0 0 0 361 ,550 83,115 0 245,058,469 58,306,214 58,667,764 2032 0 0 0 0 0 361 ,550 0 0 14,703,508 259,761 ,977 66,389,918 66,751 ,468 2033 0 0 0 0 0 0 0 259,761 ,977 71 ,066,956 71 ,066,956 2034 0 0 0 0 0 0 0 0 15,585,719 275,347,696 75,330,973 75,330,973 2035 0 0 0 0 0 0 0 275,347,696 75,330,973 75,330,973 2036 0 0 0 0 0 0 0 0 16,520,862 291 ,868,558 79,850,832 79,850,832 2037 0 0 0 0 0 0 0 291 ,868,558 79,850,832 79,850,832 2038 0 0 0 0 0 17,512,113 309,380,671 84,641 ,882 84,641 ,882 2039 0 0 0 0 309,380,671 84,641 ,882 84,641 ,882 2040 0 0 0 0 0 18,562,840 327,943,512 89,720,395 89,720,395 2041 0 0 0 0 327,943,512 89,720,395 89,720,395 2042 0 0 0 0 0 19,676,611 347,620,122 95,103,618 95,103,618 2043 0 0 0 0 347,620,122 95,103,618 95,103,618 2044 0 0 0 0 0 20,857,207 368,477,330 100,809,835 100,809,835 2045 0 0 0 0 368,477,330 100,809,835 100,809,835 2046 0 0 0 0 0 22,108,640 390,585,969 106,858,426 106,858,426 2047 0 0 0 0 390,585,969 106,858,426 106,858,426 2048 0 0 0 0 0 23,435,158 414,021 ,127 113,269,931 113,269,931 2049 0 0 0 0 414,021 ,127 113,269,931 113,269,931 2050 0 0 0 0 0 24,841 ,268 438,862,395 120,066,127 120,066,127 2051 0 0 0 0 438,862,395 120,066,127 120,066,127 2052 0 0 0 0 0 26,331 ,744 465,194,139 127,270,095 127,270,095 2053 0 0 0 0 465,194,139 127,270,095 127,270,095 2054 0 0 0 0 0 27,911 ,648 493,105,787 134,906,300 134,906,300 2055 0 0 0 0 493, 105,787 134,906,300 134,906,300 2056 0 0 0 0 0 29,586,347 522,692,134 143,000,678 143,000,678 2057 0 0 0 0 522,692,134 143,000,678 143,000,678 2058 0 0 0 0 0 31 ,361 ,528 554,053,662 151 ,580,719 151 ,580,719 2059 0 0 0 0 554,053,662 151 ,580,719 151 ,580,719 2060 0 0 0 0 0 33,243,220 587,296,882 160,675,562 160,675,562 2061 0 0 0 0 587,296,882 160,675,562 160,675,562 2062 0 0 0 0 0 35,237,813 622,534,695 170,316,096 170,316,096 2063 0 0 0 0 622,534,695 170,316,096 170,316,096 2064 0 0 0 0 0 37,352,082 659,886,777 180,535,062 180,535,062 2065 0 0 0 0 659,886,777 180,535,062 180,535,062 2066 0 0 0 0 0 39,593,207 699,479,983 191 ,367,165 191 ,367,165 0 0 944,350 240 486,590,944 Prepared by D.A.Davidson & Co. 1/30/2018 B RFMD#1-6 Fin Plan 18 C AV Summary Draft: For discussion purposes only. 7 RUDOLPH FARMS METROPOLITAN DISTRICT Nos. 1-6 (Commercial) Development Summary Development Projection -- Buildout Plan (updated 1 /23/ 18) Commercial Development Retail Convenience Industrial / Hotel Product Type Store Employment Base $ (' 18) $250/sf $ 165/sf $ 150/sf $ 125,000/Rm Comm ' I Totals* 2017 - - - - - 2018 - - - - - 2019 - - - - - 2020 - - - - - 2021 - - - - - 2022 21 , 570 53350 83 , 115 - 110 , 035 2023 215570 - 833115 120 1045805 2024 213570 - 833115 - 1045685 2025 213570 - 83 , 115 120 1043805 2026 213570 - 83 , 115 - 1043685 2027 - - 83 , 115 - 833115 2028 - - 83 , 115 - 833115 2029 - - 83 , 115 - 83 , 115 2030 - - 835115 - 83 , 115 2031 - - 835115 - 83 , 115 2032 - - - - - 2033 - - - - - 2034 - - - - - 2035 - - - - - 2036 - - - - - 2037 - - - - - 107 , 850 53350 8313150 240 9445590 MV @ Full Buildout $26 ,9623500 $882 ,750 $ 124,672 , 500 $30 , 000 ,000 $ 1827517 , 750 ( 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 B RFMD#1 -6 Fin Plan 18 C Dev Summ Prepared by D .A. Davidson & Co . 8 mil. D AIDAVIIDSON HIM nHOY! 411rtl WAAWS SOURCES AND USES OF FUNDS RUDOLPH FARMS METROPOLITAN DISTRICT Nos . 1 -6 ( Residential + Commercial ) GENERAL OBLIGATION BONDS , SERIES 2023 50. 000 (target) Residential Mills + 50 .000 (target) Commercial Mills Non -Rated , 105x, 30-yr. Maturity (Growth thru 2026 + 6. 00% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01 /2023 Delivery Date 12/01 /2023 Sources : Bond Proceeds : Par Amount 42 ,405,000.00 42 ,405 ,000.00 Uses : Project Fund Deposits : Project Fund 31 ,012 ,691 .67 Other Fund Deposits: Capitalized Interest Fund 6 , 360,750.00 Debt Service Reserve Fund 303458.33 10 ,244 ,208.33 Delivery Date Expenses: Cost of Issuance 300,000.00 Underwriter's Discount 848, 100.00 1 , 148 , 100.00 42 ,405 ,000.00 Jan 30 , 2018 8 : 38 am Prepared by D .A, Davidson & Co Quantitative Group--PM (Rudolph Farms MD#1 -6 18 (fka . . . : BJAN3018-23NRSPB) 9 mil. D AIDAVIIDSON HIM nHOY! 411rtl WAAWS SOURCES AND USES OF FUNDS RUDOLPH FARMS METROPOLITAN DISTRICT Nos . 1 -6 ( Residential + Commercial ) GENERAL OBLIGATION BONDS , SERIES 2028 50. 000 (target) Residential Mills + 50 .000 (target) Commercial Mills Non -Rated , 105x, 30-yr. Maturity (Growth thru 2031 + 6. 00% Bi -Reassessment Projections) [ Preliminary -- for discsussion only ] Dated Date 12/01 /2028 Delivery Date 12/01 /2028 Sources : Bond Proceeds : Par Amount 34 ,930,000.00 34 ,930 ,000.00 Uses : Project Fund Deposits : Project Fund 25 , 198 ,900.00 Other Fund Deposits: Capitalized Interest Fund 5239,500.00 Debt Service Reserve Fund 3 ,493,000.00 81732500.00 Delivery Date Expenses: Cost of Issuance 300,000.00 Underwriter's Discount 69800.00 998 ,600.00 34 ,930 ,000.00 Jan 30 , 2018 8 :43 am Prepared by D .A, Davidson & Co Quantitative Group--PM (Rudolph Farms MD#1 -6 18 (fka . . . : BJAN3018-28NRSPB) 10 1 1. D AIDAVIIDSON HIM nHOY! 411rtl WAAWS SOURCES AND USES OF FUNDS RUDOLPH FARMS METROPOLITAN DISTRICT Nos . 1 -6 ( Residential + Commercial ) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed) Series 2023 & Series 2028 + 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 104 ,8657000.00 Other Sources of Funds: Funds on Hand' 2 , 335 ,000.00 Series 2023 - DSRF 3037458.00 Series 2028 - DSRF 3493,000.00 9, 711 ,458 .00 114, 5765458 .00 Uses : Project Fund Deposits : Project Fund 34, 005, 811 . 12 Refunding Escrow Deposits: Cash Deposit" 74710,000.00 Other Fund Deposits: Capitalized Interest Fund 371 ,396.88 Debt Service Reserve Fund 4764,925.00 5 , 136 ,321 .88 Delivery Date Expenses : Cost of Issuance 200,000.00 Underwriter's Discount 524,325.00 724 ,325.00 114, 576,458 .00 ['] Estimated balances (tbd). Jan 30 , 2018 8 :49 am Prepared by D .A, Davidson & Co Quantitative Group-PM (Rudolph Farms MD#1 -. . . : BJAN3018-361GRFB , 361GRFB) 11 5h D ;1 DAVIDSON n [D n,COu! <Nny vuaGV BOND SUMMARY STATISTICS RUDOLPH FARMS METROPOLITAN DISTRICT Nos . 1 -6 ( Residential + Commercial ) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed) Series 2023 & Series 2028 + 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 .285261 % Net Interest Cost (NIC ) 4 .250000% All-In TIC 4.298777% Average Coupon 4.250000% Average Life (years) 22 .930 Weighted Average Maturity (years) 22.930 Duration of Issue (years) 14 .505 Par Amount 10478653000 . 00 Bond Proceeds 1047865, 000 . 00 Total Interest 1102 , 1 92,525.00 Net Interest 102716,850 . 00 Bond Years from Dated Date 21404 ,5303000 . 00 Bond Years from Delivery Date 2 ,4045301000 . 00 Total Debt Service 207,057, 525 . 00 Maximum Annual Debt Service 14, 866 , 050 . 00 Average Annual Debt Service 63901 , 917 . 50 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 1043865 ,000 .00 100.000 4.250% 22.930 11 /06/2059 1773221 .85 104 , 865 ,000 .00 22 .930 177, 221 . 85 All-In Arbitrage TIC TIC Yield Par Value 1043865 ,000 .00 1043865 ,000 .00 104 , 865 ,000 .00 + Accrued Interest + Premium (Discount) - Underwriter's Discount -5241325 .00 -5241325 .00 - Cost of Issuance Expense -200 ,000 .00 - Other Amounts Target Value 104, 340 ,675 .00 104, 140 ,675 .00 104, 865 , 000 .00 Target Date 12/01 /2036 12/01 /2036 12/01 /2036 Yield 4.285261 % 4 .298777% 4 .250000% Jan 30 , 2018 8 :49 am Prepared by D .A, Davidson & Co Quantitative Group-PM (Rudolph Farms MD#1 -. . . : BJAN3018-361GRFB , 361GRFB) 12 1 0 DAVIDSON BOND DEBT SERVICE RUDOLPH FARMS METROPOLITAN DISTRICT Nos . 1 -6 ( Residential + Commercial ) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2023 & Series 2028 + 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 2,228,381 .25 2,228,381 .25 12/01 /2037 212285381 .25 272285381 .25 41456,762.50 06/01 /2038 272287381 .25 272287381 .25 12/01 /2038 105000 4.250% 2,228,381 .25 2,238,381 .25 4,466,762.50 06/01 /2039 2,228, 168.75 2,228, 168.75 12/01 /2039 103000 4.250% 25228, 168.75 25238, 168.75 41466,337.50 06/01 /2040 272277956.25 272277956.25 12/01 /2040 2805000 4.250% 2,227,956.25 2$ 07,956.25 4,735,912.50 06/01 /2041 2,222,006.25 2,222,006.25 12/01 /2041 2903000 4.250% 21222,006.25 21512,006.25 41734,012.50 06/01 /2042 272157843.75 272157843.75 12/01 /2042 5855000 4.250% 2,215,843.75 2,800,843.75 5,016,687.50 06/01 /2043 292039412.50 292039412.50 12/01 /2043 6103000 4.250% 21203,412.50 21813,412.50 51016,825.00 06/01 /2044 271907450.00 211907450.00 12/01 /2044 9405000 4.250% 2, 190,450.00 3, 1309450.00 5,320,900.00 06/01 /2045 291709475.00 291709475.00 12/01 /2045 9803000 4.250% 21170,475.00 31150,475.00 51320,950.00 06/01 /2046 271497650.00 211497650.00 12/01 /2046 153405000 4.250% 21149,650.00 3,489,650.00 5,639,300.00 06/01 /2047 291219175.00 291219175.00 12/01 /2047 133953000 4.250% 211215175.00 31516, 175.00 51637,350.00 06/01 /2048 270917531 .25 270917531 .25 12/01 /2048 157955000 4.250% 21091 ,531 .25 3,886,531 .25 5,978,062.50 06/01 /2049 290539387.50 290539387.50 12/01 /2049 11870,000 4.250% 21053,387.50 3,923,387.50 5,976,775.00 06/01 /2050 270137650.00 270137650.00 12/01 /2050 253105000 4.250% 21013,650.00 4$ 23,650.00 6$ 37,300.00 06/01 /2051 199649562.50 199649562.50 12/01 /2051 21405,000 4.250% 11964,562.50 4,36%562.50 6,334, 125.00 06/01 /2052 179137456.25 179137456.25 12/01 /2052 258905000 4.250% 11913,456.25 49803,456.25 6,716,912.50 06/01 /2053 198529043.75 198529043.75 12/01 /2053 31010,000 4.250% 11852,043.75 4,862,043.75 6,714,087.50 06/01 /2054 11788,081 .25 11788,081 .25 12/01 /2054 355455000 4.250% 11788,081 .25 5,333,081 .25 7, 121 , 162.50 06/01 /2055 197129750.00 197129750.00 12/01 /2055 31695,000 4.250% 11712,750.00 5,407,750.00 7, 120,500.00 06/01 /2056 11634,231 .25 11634,231 .25 12/01 /2056 452805000 4.250% 11634,231 .25 5,914,231 .25 79548,462.50 06/01 /2057 195439281 .25 195439281 .25 12/01/2057 41460,000 4.250% 11543,281 .25 61003,281 .25 71546,562.50 06/01 /2058 114487506.25 174487506.25 12/01 /2058 551005000 4.250% 19448,506.25 6,548$ 06.25 7,997,012.50 06/01 /2059 1 ,340, 131 .25 1 ,340, 131 .25 12/01 /2059 533203000 4.250% 11340, 131 .25 616605131 .25 810005262.50 06/01 /2060 172277081 .25 172277081 .25 12/01 /2060 650255000 4.250% 1 ,227,081 .25 7,252,081 .25 8,479, 162.50 06/01 /2061 1 ,09%050.00 1 ,09%050.00 12/01 /2061 632803000 4.250% 11099,050.00 71379,050.00 81478, 100.00 06/01 /2062 9657600.00 9657600.00 12/01 /2062 7,055,000 4.250% 965,600.00 81020,600.00 8,986,200.00 06/01 /2063 815,681 .25 815,681 .25 12/01 /2063 733553000 4.250% 815,681 .25 871707681 .25 81986,362.50 06/01 /2064 6597387.50 6597387.50 12/01 /2064 8,2%000 4.250% 659$ 87.50 81869,387.50 9,528,775.00 06/01 /2065 4849925.00 4849925.00 12/01 /2065 835603000 4.250% 484,925.00 970447925.00 975297850.00 06/01 /2066 303,025.00 303,025.00 12/01 /2066 14,260,000 4.250% 303,025.00 14,563,025.00 14,866,050.00 10438653000 10251922525.00 2075057,525.00 20720572525.00 Jan 30 , 2018 8 :49 am Prepared by D .A, Davidson & Co Quantitative Group-PM (Rudolph Farms MD#1 -. . . : BJAN3018-361GRFB , 361GRFB) 13 4 U DAVIDSON n40 nKOY! CNlrq Y ![!p NET DEBT SERVICE RUDOLPH FARMS METROPOLITAN DISTRICT Nos . 1 -6 ( Residential + Commercial ) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2023 & Series 2028 + 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 41456,762 .50 41456,762 .50 3711396 .88 4,0851365.62 12/01 /2038 101000 414561762 .50 414661762 .50 414661762 .50 12/01 /2039 103000 45456,337.50 41466,337 .50 41466,337 .50 12/01 /2040 280,000 414555912 .50 417359912 .50 417359912 .50 12/01 /2041 2901000 41444,012 .50 4,7341012 .50 4,7341012 .50 12/01 /2042 5851000 41431 ,687.50 510161687 .50 510161687 .50 12/01 /2043 6103000 43406,825.00 51016,825.00 55016,825.00 12/01 /2044 940,000 413805900.00 513209900 .00 513209900 .00 12/01 /2045 980,000 4$ 40,950.00 51320,950 .00 51320,950 .00 12/01 /2046 113401000 412991300.00 5,6391300 .00 576391300 .00 12/01 /2047 113952000 43242,350.00 55637,350 .00 51637,350 .00 12/01 /2048 11795,000 411835062 .50 519789062 . 50 519785062 . 50 12/01 /2049 11870,000 41106,775.00 51976,775.00 59976,775.00 12/01 /2050 213101000 41027,300.00 6,3371300 .00 673371300 .00 12/01 /2051 214051000 319291125.00 61334, 125.00 61334, 125.00 12/01 /2052 21890,000 318269912 .50 617165912 . 50 617165912 . 50 12/01 /2053 31010,000 31704,087.50 61714,087 . 50 61714,087 . 50 12/01 /2054 315451000 315761162 .50 7, 121 , 162 .50 711211162 .50 12/01 /2055 316951000 314251500.00 711201500 .00 71120500 .00 12/01 /2056 412803000 32268,462 .50 71548,462 .50 71548,462 .50 12/01 /2057 41460,000 31086,562 .50 71546,562 . 50 71546,562 . 50 12/01 /2058 511001000 218971012 .50 7,9971012 .50 7,9971012 .50 12/01 /2059 513201000 216801262 .50 810001262 .50 810001262 .50 12/01 /2060 610253000 22454, 162 .50 81479, 162 .50 85479, 162 .50 12/01 /2061 6 ,280,000 211989100.00 814789100 .00 814785100 .00 12/01 /2062 7 ,0551000 11931 ,200.00 81986,200 .00 81986,200 .00 12/01 /2063 713551000 116311362 .50 819861362 .50 819861362 .50 12/01 /2064 832103000 13318,775.00 91528,775.00 91528,775.00 12/01 /2065 81560,000 9699850.00 915299850.00 915299850 .00 12/01 /2066 14,260,000 606,050.00 141866,050.00 4 ,7649925 101101 J 25.00 104,865,000 102, 1929525.00 207,0579525.00 41764,925 3719396.88 201 ,9219203. 12 Jan 30 , 2018 8 :49 am Prepared by D .A, Davidson & Co Quantitative Group-PM (Rudolph Farms MD#1 -. . . : BJAN3018-361GRFB , 361GRFB) 14 U k DAVIDSON nU0 nKOY! CNlrq WII[!tl SUMMARY OF BONDS REFUNDED RUDOLPH FARMS METROPOLITAN DISTRICT Nos . 1 -6 ( Residential + Commercial ) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2023 & Series 2028 + 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 23 NR LF, 5.00%, 120x, 50+50 , Gro thru '26+6% BiRE, SP: TERM53 12/01 /2037 5.000% 7151000.00 12/01 /2036 100.000 12/01 /2038 5.000% 910,000.00 12/01 /2036 100.000 12/01 /2039 5.000% 9559000.00 12/01 /2036 100.000 12/01 /2040 5.000% 111751000.00 12/01 /2036 100.000 12/01 /2041 5.000% 112351000.00 12/01 /2036 100.000 12/01 /2042 5.000% 13480,000.00 12/01 /2036 100.000 12/01 /2043 5.000% 115559000.00 12/01 /2036 100.000 12/01 /2044 5.000% 11825,000.00 12/01 /2036 100.000 12/01 /2045 5.000% 119151000.00 12/01 /2036 100.000 12/01 /2046 5.000% 23215,000.00 12/01 /2036 100.000 12/01 /2047 5.000% 213309000.00 12/01 /2036 100.000 12/01 /2048 5.000% 21660,000.00 12/01 /2036 100.000 12/01 /2049 5.000% 21795,000.00 12/01 /2036 100.000 12/01 /2050 5.000% 31165,000.00 12/01 /2036 100.000 12/01 /2051 5.000% 313205000.00 12/01 /2036 100.000 12/01 /2052 5.000% 31730,000.00 12/01 /2036 100.000 12/01 /2053 5.000% 718001000.00 12/01 /2036 100.000 391780,000.00 1 /30/18 : Ser 28 NR LF , 5 .00%1 100x, 50+501 FG+6% BiRE, SP: TERM58 12/01 /2046 5.000% 5,000.00 12/01 /2036 100.000 12/01 /2047 5.000% 5,000.00 12/01 /2036 100.000 12/01 /2048 5.000% 1103000.00 12/01 /2036 100.000 12/01 /2049 5.000% 115 ,000.00 12/01 /2036 100.000 12/01 /2050 5.000% 235,000.00 12/01 /2036 100.000 12/01 /2051 5.000% 250,000.00 12/01 /2036 100.000 12/01 /2052 5.000% 3809000.00 12/01 /2036 100.000 12/01 /2053 5.000% 395,000.00 12/01 /2036 100.000 12/01 /2054 5.000% 511101000.00 12/01 /2036 100.000 12/01 /2055 5.000% 53365,000.00 12/01 /2036 100.000 12/01 /2056 5.000% 610409000.00 12/01 /2036 100.000 12/01 /2057 5.000% 61340,000.00 12/01 /2036 100.000 12/01 /2058 5.000% 10,580,000.00 12/01 /2036 100.000 342930,000.00 7427109000.00 Jan 30 , 2018 8 :49 am Prepared by D .A, Davidson & Co Quantitative Group-PM (Rudolph Farms MD#1 -. . . : BJAN3018-361GRFB , 361GRFB) 15 D A DA17IDSON n¢o mm•e un w •,<en ESCROW REQUIREMENTS RUDOLPH FARMS METROPOLITAN DISTRICT Nos . 1 -6 ( Residential + Commercial ) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2023 & Series 2028 + 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 23 NR LF , 5 . 00% , 120x, 50+50 , Gro thru '26+6% BiRE , SP Period Principal Ending Redeemed Total 12/01 /2036 39,780,000.00 39780 ,000.00 39780, 000 . 00 393780 ,000 .00 Jan 30 , 2018 8 :49 am Prepared by D .A, Davidson & Co Quantitative Group— PM ( Rudolph Farms MD#1 -. . . : l3JAN3018-36lGRFl3 , 36lGRFl3 ) 16 D A DAVIDSON n!!D nICpY! 4O q YMQ11 ESCROW REQUIREMENTS RUDOLPH FARMS METROPOLITAN DISTRICT Nos . 1 -6 ( Residential + Commercial ) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2023 & Series 2028 + 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 28 NR LF , 5 . 00% , 100x, 50+50 , FG +6% BiRE , SP Period Principal Ending Redeemed Total 12/01 /2036 34,930,000.00 34,930 ,000.00 34 ,930, 000 . 00 343930 ,000 .00 Jan 30 , 2018 8 :49 am Prepared by D .A, Davidson & Co Quantitative Group— PM ( Rudolph Farms MD#1 -. . . : l3JAN3018-36lGRFl3 , 36lGRFl3 ) 17 U \ DAVIDSON PRIOR BOND DEBT SERVICE RUDOLPH FARMS METROPOLITAN DISTRICT Nos . 1 -6 ( Residential + Commercial ) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS , SERIES 2036 Pay & Cancel Refunding of ( proposed ) Series 2023 & Series 2028 + 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 /8671750 118671750 12/01 /2037 7151000 5.000% 118671750 21582,750 4450500 06/01 /2038 11849,875 118499875 12/01 /2038 910 ,000 5.000% 1 ,849,875 2,7591875 4 , 609 , 750 06/01 /2039 1 /8271125 118271125 12/01 /2039 9551000 5.000% 118271125 21782, 125 41609250 06/01 /2040 11803,250 118039250 12/01 /2040 1 , 175 ,000 5.000% 1 ,803 ,250 21978,250 4 ,7811500 06/01 /2041 117731875 117731875 12/01 /2041 112351000 5.000% 117731875 31008,875 417821750 06/01 /2042 11743,000 117439000 12/01 /2042 1 ,480,000 5.000% 1 , 743 ,000 31223,000 4 ,966 ,000 06/01 /2043 1 , 706 ,000 117061000 12/01 /2043 115551000 5.000% 11706 ,000 312611000 41967 ,000 06/01 /2044 11667 , 125 116675125 12/01 /2044 11825,000 5.000% 1 ,667 , 125 31492, 125 5, 15%250 06/01 /2045 1 ,621 ,500 116211500 12/01 /2045 119151000 5.000% 116211500 315361500 51158 ,000 06/01 /2046 115731625 13573,625 12/01 /2046 2 ,2201000 5.000% 1 , 573,625 31793,625 5,367 ,250 06/01 /2047 115181125 115181125 12/01 /2047 213351000 5.000% 115181125 318531125 51371250 06/01 /2048 114591750 13459750 12/01 /2048 21770,000 5.000% 1 ,459,750 412295750 5,6893500 06/01 /2049 113901500 113901500 12/01 /2049 219101000 5.000% 113901500 41300500 51691 ,000 06/01 /2050 1 ,3171750 13317750 12/01 /2050 31400,000 5.000% 1 ,317,750 417179750 6,035,500 06/01 /2051 1 ,232,750 1 ,232,750 12/01 /2051 315701000 5.000% 12321750 4,802,750 6,0351500 06/01 /2052 1 , 1431500 13143500 12/01 /2052 411105000 5.000% 1 , 143,500 512539500 6,397,000 06/01 /2053 1 ,040 ,750 11040,750 12/01 /2053 81195 ,000 5.000% 1 ,040 ,750 9,2351750 10276500 06/01 /2054 8351875 8351875 12/01 /2054 511109000 5.000% 835,875 519459875 61781750 06/01 /2055 708 , 125 708, 125 12/01 /2055 573651000 5.000% 708 , 125 6,0731125 6781250 06/01 /2056 574 ,000 5741000 12/01 /2056 6,0401000 5.000% 5741000 61614,000 711881000 06/01 /2057 423,000 423,000 12/01 /2057 673401000 5.000% 4231000 677631000 7 , 1861000 06/01 /2058 264500 2641500 12/01 /2058 105803000 5.000% 2641500 101844500 115109,000 7417103000 5816833500 1332393500 13313933500 Jan 30 , 2018 8 :49 am Prepared by D .A, Davidson & Co Quantitative Group-PM (Rudolph Farms MD#1 -. . . : BJAN3018-361GRFB , 361GRFB) EXHIBIT F Rudolph Farms Metropolitan District Nos . 1 -6 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 Rudolph Farms Metropolitan District Nos. Im6, 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 . RUDOLPH FARMS METROPOLITAN DISTRICT NOS. 1 -6 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 RUDOLPH FARMS METROPOLITAN DISTRICT NOS . 1 -6, 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 Rudolph Farms Metropolitan District Nos. 1 -6 (the "Districts"), do hereby certify as follows : 1 . That the City Council of the City of Fort Collins (the "City Council") set a public hearing for Tuesday, March 6, 2018 at 6 : 00 p.m. at the City Council Chambers, City Hall West, 300 LaPorte Avenue, Ft. Collins, Colorado (the "Hearing"), for the purpose of considering the Consolidated Service Plan (the "Service Plan") for the Districts and to form a basis for adopting a resolution approving, conditionally approving or disapproving the Service Plan; 2 . That, pursuant to § 32- 1 -204 . 5 , C .R. S . , and the City of Fort Collins Policy for Reviewing Proposed Service Plans for Title 32 Metropolitan Districts, dated July 9, 2008 , the Notice of Public Hearing on Consolidated Service Plan, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference, was sent by U. S . mail on February 141 2018 , more than ten ( 10) days prior to the Hearing, to the property owners within the proposed Districts as listed on the records of the County Assessor, as set forth on the list attached hereto as Exhibit B and incorporated herein by this reference and; 3 . That the Notice of Public Hearing on Consolidated Service Plan was further published on February 12, 2018 in The Coloradoan. A copy of the Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan is attached hereto as Exhibit C and incorporated herein by this reference Signed this 281h day of February, 2018 . By: n - Abby Franz, Paralegal 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 RUDOLPH FARMS METROPOLITAN DISTRICT NOS . 1 -6, 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 Rudolph Farms Metropolitan District Nos . 1 -6 ("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 northeast corner of the Prospect/I-25 Intersection. A description of the land contained within the boundaries of the proposed Districts is as follows : Tracts of land located in the Southwest Quarter of Section 15 , Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado , containing approximately 132 . 79 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) CW Subtrust White Eric S C/O AGUR Foundation 4 W. Dry Creek Circle, Suite 100 Littleton, CO 80120 EXHIBIT C TO CERTIFICATE OF MAILING AND PUBLICATION OF NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN (Affidavit of Publication of Notice of Public Hearing on Consolidated Service Plan) Account #: FTC-WB0073 FORT • COLLINS Invoice Text Co 0 A� � 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 T A SPECIAL I, beingduly sworn deposes and says that said is the legal clerk of the Fort Collins Coloradoan; that DISTRICT Y � P Y g ON OF RU- DO PH RE THE FARMS METROPOLITAN the same is a daily newspaper of general circulation and printed and published in the City of Fort COLLINS COUNTY OF TY OF LAR MER, Collins, in said county and state; that the notice or advertisement, of which the annexed is a true STATE OF COLORADO co has been published in said daily newspaper and that the notice was published in the regular NOTICE IS HEREBY GIVEN that, pur- PY� P YP g suant to § 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 District Nos. 1 6 ("Drmscts") hasolitan been notice, and in the proper newspaper a and not in a supplement thereof, that the first p p p p pp publication of filed and is available for public o - said notice was contained in the issue of said newspaper Tion in the office of the City Clerk of f th Th one 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") 02/12/18 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 that said Fort Collins Coloradoan has been published continuously and uninterruptedly during the City Council such The Dstrictmay a ehear metropolitantdistricts. period of at least six months next prior to the first publication of said notice or advertisement above - Public improvements authorized t be Planned, designed, acquired, construct- ,referred to; that said newspaper has been admitted to the United States mails as second-class matter and ed f nancedlle pecif callyd�including prelated under the provisions of the Act of March 3, 1879, or any amendments thereof; and that said eligible in- stration, as authorize for d acquisition the sp cial newspaper is a daily newspaper duly qualified for publishing legal notices and advertisements within District Act, except as specifically limit- ed in Section V of the Districts' Service the meaning of the laws of the State of Colorado. 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 within pose upon the taxable Property withinin I its boundaries and shall be Eighty (80) Mills subiect to the limitations set forth jai in the Service Plan. The proposed districts will be located at Legal Clerk the northeast corner of the Prospect/1-25 Intersection. A description of the land contained within the boundaries of the Subscribed and sworn to before me within the County of Larimer, State of Colorado this proposed Districts is as follows: Tracts of land located in the Southwest Quarter 12th of February 2018. of Section 15, Township 7 North, Range �' 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Lorimer, LALKC'N;aAMARYlAMAR State of Colorado, containing approxi- ! M Commission expires September 3, 2019 NOTARY P:lIKIC - STATE OF COLORADO mately 132.79 acres, as further descri- Y P P •ry , zr bed in the Service Plan. M ' {(a.i <ill.wd ;OR # 20154035099 NOTICE IS FURTHER GIVEN that pur- i EXpirosSeplember3, 2019 suant to § 32-1-203(3.5), C.R.S., any per- son owning property in the proposed 7,, Districts may request that such proper-ty be excluded from the Districts by submitting such request to the Board of r„ County Commissioners of Lorimer County no later than ten days prior to Notary Public the public hearing. 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 obiections 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. 0002722238 OF THE CITY OF FORT COLLINS 2722238 Coloradoan Feb. 12, 2018 Affidavit Prepared Ad#:0002722238 - Monday, February 12, 2018 10: 16 am P O : Rudolph Farm Metropolitan Hearing It rf Affir'invitq •n nn