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2018-126-12/18/2018-APPROVING THE CORRECTED DISTRICT BOUNDARY LEGAL DESCRIPTIONS OF GATEWAY AT PROSPECT METROPOLITAN DIS
RESOLUTION 2018-126 OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS APPROVING THE CORRECTED DISTRICT BOUNDARY LEGAL DESCRIPTIONS OF GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS. 1-7 AND APPROVING CORRESPONDING AMENDMENTS TO THE DISTRICT SERVICE PLAN WHEREAS Title 32 of the Colorado Revised Statutes ("C.R.S.")authorizes the formation of various kinds of governmental entities to finance and operate public services and infrastructure, including metropolitan districts; and WHEREAS, on March 6, 2018, the City Council adopted Resolution 2018-027 Approving the Consolidated Service Plan for the Gateway at Prospect Metropolitan District Nos. 1-7 (the "Service Plan"); and WHEREAS, the Service Plan includes legal descriptions of the boundaries of each of the Gateway at Prospect Metropolitan District Nos. 1-7, as more particularly set forth in Exhibits "A- 2," "A-3," "A-4," 11A-5," "A-6," "A-7" and "A-8" ("District Boundary Legal Descriptions"), as attached thereto; and WHEREAS, due to a surveyor's error, the District Boundary Legal Descriptions are incorrect; and WHEREAS, the boundary maps in Exhibits "B-1," `B-2,"'B-3" and `B-4"of the Service Plan accurately depict the intended boundaries of each of the Districts (the "Boundary Maps"); and WHEREAS, City Council wishes to correct the District Boundary Legal Descriptions to be consistent with the Boundary Maps in the updated Consolidated Service Plan for Gateway at Prospect Metropolitan District Nos. 1-7, attached hereto as Exhibit "A" and incorporated herein by this reference ("Updated Service Plan");and WHEREAS, the City Council wishes to approve the Updated Service Plan solely for the purpose of correcting the District Boundary Legal Descriptions so they are consistent with the Boundary Maps and finds that this modification of the Service Plan is not a material modification. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT COLLINS, COLORADO, as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That the City Council hereby approves and accepts the corrected District Boundary Legal Descriptions as set forth in the Updated Service Plan. Section 3. That the City Council hereby approves the Updated Service Plan to correct only the District Boundary Legal Descriptions, and in all other respects all other provisions of the Updated Service Plan shall remain identical to those in the previously approved Service Plan. -1- Section 4. That the City Council hereby directs the Gateway at Prospect Metropolitan District Nos. 1-7 ("Districts") to file all requisite motions with the Larimer County District Court to correct the Order and Decree Organizing the Districts in accordance with the Updated Service Plan and consistent with this Resolution. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 18th day of December, A.D. 2018. l ayor ATTEST: FORT OF,.......c0`I City Ci SEAL ey �otoii ° -2- EXHIBIT A CONSOLIDATED SERVICE PLAN FOR GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS. 1-7 CITY OF FORT COLLINS, COLORADO Prepared by: White Bear Ankele Tanaka& Waldron, Professional Corporation 748 Whalers Way, Suite 210 Fort Collins, Colorado 80525 December 18, 2018 TABLE OF CONTENTS 1. INTRODUCTION .....................................................:....:..................................................... 1 A. Purpose and Intent................................................................................................... I B. Need for the Districts:.........,......:....:....:....::.........:..................................................2 C. Objective of the City Regarding Districts' Service Plan. .......................................2 II. DEFINITIONS.........................:.:.....................................:....:....................................:............... 3 III. 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. ....................................................................,;:...... 7 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. ...........:.......................................................... 8 9. Service Plan Amendment Requirement...............:...................................:..9 B. Infrastructure Preliminary Development Plan. ..,,................................................... 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..:..............:. :.::.:. .. ................................. 13 VIIL. DISSOLUTION.............:..:.;,...:..............:......................................................................... 14 IX. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND EXTRATERRITORIAL SERVICE AGREEMENTS ..................................................... 14 X. MATERIAL MODIFICATIONS ......................................................................:................ 14 XI. SANCTIONS.................................................................................................................... 15 XII. INTERGOVERNMENTAL AGREEMENT WITH CITY.............................................. 16 XIII. CONCLUSION....,.,.,................................................................................................................ 16 XIV. RESOLUTION OF APPROVAL..................................................................................... 16 1.597.0003; 876246 ii LIST OF EXHIBITS EXHIBIT A-1 Legal Description of Project Area Boundaries EXHIBIT A-2 Legal Description of District No. 1 EXHI,BIT A-3 Legal Description of District No. 2 EXHIBIT A-4 Legal Description of District No. 3 EXHIBIT A-5 Legal Description of District No. 4 EXHIBIT A-6 Legal Description of District No. 5 EXHIBIT A-7 Legal Description of District No. 6 EXHIBIT A-8 Legal Description of District No. 7 EXHIBIT B-1 Project Area Boundary Map EXHIBIT B-2 District-No. 1 Boundary Map EXHIBIT B-3 District No. 2 Boundary Map EXHIBIT B-4 District Nos. 3-7 Boundary Map EXHIBIT B-5 District Nos. 1-7 Estimated Future Boundary Map EXHIBIT C Vicinity Map EXHIBIT D Infrastructure Preliminary Development Plan EXHIBIT E Financial Plan EXHIBIT F Intergovernmental Agreement 1597.0003;876246 iii I. INTRODUCTION A. Purpose and Intent. The Districts, which are intended to be independent units of local government separate and distinct from the City, are governed by this Service Plan. Except.as may otherwise be provided for by State or local law or this Service Plan,the Districts' activities are subject to review by the City only insofar as they may deviate in a material manner from the requirements of this Service Plan.The Districts are needed to provide Public Improvements to the Project for the benefit of property owners within the Districts and other local development and will result in enhanced benefits to existing and future business owners and/or residents of the City. The primary purpose of the Districts will be to finance the construction of these Public Improvements. The Districts are being organized under a multiple-district structure. As the Project is anticipated to be built over an extended period of time, this will allow for a phased absorption of the Project and corresponding Public Improvements.Additionally,such structure assures proper coordination of the powers and authorities of the independent Districts and avoids confusion regarding the separate,but coordinated,purposes of the Districts that could arise if separate service plans were used. Under such structure, District No. 7, as the service district, is responsible for managing the construction and operation of the facilities and improvements needed for the Project. District No. 1, District No. 2, District No. 3, District No. 4, District.No. 5 and District No. 6, as the financing districts, are responsible for providing the funding and tax base needed to support the Financial Plan for capital improvements. The continued operation of District No. 7, as the service district which owns and operates the public facilities throughout the Project, and the continued operation of District No. 1, District No. 2, District No. 3, District No. 4, District No. 5 and District No. 6,as the financing districts that will generate the tax revenue.sufficient to pay the costs of the capital improvements, creates several benefits. These benefits include, inter alia: (1) coordinated administration of construction and operation of Public Improvements, and delivery of those improvements in a timely manner (2) maintenance of equitable mill levies and reasonable tax burdens on all areas of the Project through proper management of the financing and operation of the Public Improvements; and (3) assured compliance with state laws regarding taxation in a manner which permits the issuance of tax exempt Debt at the most favorable interest rates possible. Currently, development of the Project is anticipated to proceed in phases. Each phase will require the extension of public services and facilities.The multiple district structure will assure that the construction and operation of each phase is primarily administered by a single board of directors consistent with a long-term construction and operations program. Use of District No. 7 as the entity responsible for construction of each phase of the Public Improvements and for management of operations will facilitate a well-planned financing effort through all phases of construction and will assist in assuring coordinated extension of services. The multiple district structure will also help assure that Public Improvements will be provided when they are needed,and not sooner. Appropriate development agreements between District No..7 and the Property Owners of the Project will allow the postponement of financing for improvements which may not be needed until well into the future,thereby helping property owners avoid the long-term carrying costs associated with financing improvements too early. This, in turn, 1 allows the full costs of Public Improvements to be allocated over the full build-out of the Project and helps avoid disproportionate cost burdens being imposed on the early phases of development. Allocation of the responsibility for paying Debt for Public Improvements and capital costs will be managed through development of a unified financing plan for those improvements and through development of an integrated operating plan for long-term operations and maintenance. Use of District No. 7 as the service district, to manage these functions, will help assure that the phasing of the Public Improvements will occur as logical and necessary as to conform to development plans approved by the City and will help maintain reasonably uniform mill levies and fee structures throughout the coordinated construction, installation, acquisition, financing and operation of Public Improvements throughout the Project. Intergovernmental agreements among the Districts will assure that the roles and responsibilities of each District are clear in this coordinated development and financing plan. B. Need for the Districts. There are currently no other governmental entities, including the City, located in the immediate vicinity of the Districts that, at this time, can financially undertake the planning, design, acquisition, construction, installation, relocation, redevelopment, and financing of the Public Improvements needed for the Project. Formation of the Districts is therefore necessary in order for the Public Improvements required for the Project to be provided in the most economic manner possible. C. Objective of the City Regarding Districts' Service Plan. The City's objective in approving the Service Plan for the Districts is to authorize the Districts to provide for the planning, design, acquisition, construction, installation, relocation and redevelopment of the Public Improvements from the proceeds of Debt to be issued by the Districts. The Districts project to issue a total of One Hundred and Twenty Five Million Dollars ($125,000,000). All Debt is projected to be repaid by the imposition of a Debt Service Mill Levy not to exceed Eighty (80) Mills minus the Overlay District Debt Service Mill Levy, which is in turn not to exceed Ten (10) Mills, subject to adjustment as set forth in the service plan of the Overlay District. The combined Debt Service Mill Levy; Operations and Maintenance Mill Levy and Overlay District Debt Service Mill Levy shall under no circumstances exceed the Maximum Mill Levy described in Section VI.C. in no event shall the Debt Service Mill Levy exceed the Maximum Mill Levy as described in Section VI.C. herein. The City shall, under no circumstances, be responsible for the Debts of the Districts and the City's approval of this Service Plan shall in no way be interpreted as an agreement, whether tacit or otherwise, to be financially responsible for the Debts of the Districts or the construction of Public Improvements. This Service Plan is intended to establish a limited purpose for the Districts and explicit financial constraints that are not to be violated under any circumstances. The primary purpose is to provide for the Public Improvements associated with the Project and regional improvements as necessary. Ongoing operational and maintenance activities are allowed as addressed in this Service Plan to the extent that the Districts have sufficiently demonstrated that such operations and maintenance functions are in the best interest of the City and the existing and future taxpayers of the Districts. As further detailed in Section VI.C. herein, the aggregate of the 1597.0003;876246 2 Debt Service Mill Levy,Operations and Maintenance Mill Levy and Overlay District Debt Service Mill Levy shall not exceed the Maximum Mill Levy. It is the intent of the Districts to dissolve upon payment or defeasance of all Debt incurred or upon a court determination that adequate provision has been made for the payment of all Debt.However, if the Districts have authorized operation and maintenance functions under this Service Plan,or if by agreement with the City it is desired that the Districts shall continue to exist, then the Districts shall not dissolve but shall retain the power necessary to impose and collect taxes or fees to pay for costs associated with said operations and maintenance functions and/or to perform agreements with the City. The Districts shall be authorized to finance the Public Improvements that can be funded from Debt to be repaid from tax revenues collected from a mill levy which shall not exceed the Maximum Mill Levy and which shall not exceed the Maximum Debt Authorization and Maximum Debt Maturity Term. II. DEFINITIONS In this Service Plan, the following terms which appear in a capitalized format herein shall have the meanings indicated below, unless the context hereof clearly requires otherwise: Approved Development Plan: means a development plan or other process established by the City (including but not limited to approval of a final plat or PUD by the City Council) for identifying, among other things, Public Improvements. necessary for facilitating development of property within the Service Area as approved by the City pursuant to the City Code and as amended pursuant to the City Code from time to time. Binding Agreement: means the Binding Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road Interchange, by and among the City and the Property Owner, among others. Board or Boards: means the Board of Directors of any of the Districts, or the boards of directors of all of the Districts, in the aggregate. Bond.Bonds or Debt:means bonds,notes or other multiple fiscal year financial obligations for the payment of which a District has promised to impose an ad valorem property tax mill levy, and other legally available revenue. Such terms do not include intergovernmental agreements pledging the collection and payment of property taxes in connection with a service district and taxing district(s) structure, if applicable, and other contracts through which a District procures or provides services or tangible property. Capital Pledge Agreement: means the Capital Pledge Agreement between the City and the Overlay District implementing the terms and provisions of the Binding Agreement. City:means the City of Fort Collins, Colorado. Any provision in this Agreement requiring City Council approval shall be deemed to be exercised by City Council in its sole discretion. City Council: means the City Council of the City of Fort Collins, Colorado. 1597.0003-1 876246 3 Debt Service Mill Levy: means the mill levy the Districts project to impose for payment of Debt as set forth in the Financial Plan and Section VI. below. District; means Gateway at Prospect Metropolitan District No. 1, Gateway at Prospect Metropolitan District No.2,Gateway at Prospect Metropolitan District No. 3,Gateway at Prospect Metropolitan District No.4, Gateway at Prospect Metropolitan District No. 5,Gateway at Prospect Metropolitan District No. 6 or Gateway at Prospect Metropolitan District No. 7, individually. District No. 1; means Gateway at Prospect Metropolitan District No. 1. District No. 2: means Gateway at Prospect Metropolitan District No. 2. District No. 3: means Gateway at Prospect Metropolitan District No. 3. District No. 4: means Gateway at Prospect Metropolitan District No. 4. District No. 5: means Gateway at Prospect Metropolitan District No. 5. District No. 6: means Gateway at Prospect Metropolitan District No. 6. District No. 7: means Gateway at Prospect Metropolitan District No. 7. Districts: means Gateway at Prospect Metropolitan District No. 1; Gateway at Prospect Metropolitan District No.2,Gateway at Prospect Metropolitan District No. 3,Gateway at Prospect Metropolitan District No.4,Gateway at Prospect Metropolitan District No. 5;Gateway at Prospect Metropolitan District No. 6 or Gateway at Prospect Metropolitan District No. 7, collectively. District 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 intended to represent only one example of debt issuance and financing structure of the Districts, 1597.0003; 876246 4 any variations or adjustments in the timing or implementation thereof shall not be interpreted as material modifications to this Service Plan. Infrastructure Preliminary Development Plan: means the Infrastructure Preliminary Development Plan as described in Section V.B.which includes: (a)a preliminary list of the Public Improvements to be developed by the Districts; (b) an estimate of the cost of the Public Improvements; and (c) the map or maps showing the approximate location(s) of the Public Improvements. The Districts' implementation of this Infrastructure Preliminary Development Plan is subject to change conditioned upon various external factors including; but not limited to, site conditions, engineering requirements, City, county or state requirements, land use conditions, market conditions, and zoning limitations. Intergovernmental Agreement: means the intergovernmental agreement between the Districts and the City, a form of which is attached hereto as Exhibit F. The Intergovernmental Agreement may be amended from time to time by the applicable District and the City. Maximum Mill Levy: means the maximum mill levy each of the Districts is permitted to impose under this Service Plan for payment of Debt and administration, operations, and maintenance expenses as set forth in Section VI.C. below. Maximum Debt Authorization: means the total Debt the Districts are permitted to issue as set forth in Section V.A.5 and supported by the Financial Plan. Maximum Debt Maturity Term: means the maximum term for repayment in full of a specific District Debt issuance as set forth in Section VI.D. below. Operations and Maintenance Mill Levy: means the mill.levy the Districts project to impose for payment of administration, operations,and maintenance costs as set forth in the Financial Plan and Section VI. below. Overlay District: means the 1-25/Prospect Interchange Metropolitan District. Overlay District.Debt Service Mill.Levv: means the mill levy the Overlay District imposes under its service plan for payment of its debt. Project:means the development or property commonly referred to as Gateway at Prospect Site. Project Area Boundaries: means the boundaries of the area described in the Project Area Boundary Map and the legal description attached hereto as Exhibit A-L Project Area Boundary Map: means the map attached hereto as Exhibit B-1,describing the overall property that incorporates the Project. Property Owner: means Fort Collins/I-25 Interchange Corner, LLC, a Colorado limited liability company, and Gateway at Prospect Apartments, LLC, a Colorado limited liability company, their successors or assigns. 1597.0003; 876246 5 Public Improvements: means a part or all of the improvements authorized to be planned, designed, acquired, constructed; installed, relocated, redeveloped and financed as generally described in the Special District Act, except as specifically limited in Section V below to serve the future taxpayers and property owners of the Service Area as determined by the Board of the Districts. Service Area: means the property within the Project Area Boundary Map after such property has been included within the Districts. Service Plan: means this service plan for the Districts approved by the City Council. Service Plan Amendment: means an amendment to the Service Plan approved by the City Council in accordance with applicable state law and this Service Plan. Special District Actor"Act":means Article 1 of Title 32 of the Colorado Revised Statutes, as amended from time to time. State: means the State of Colorado. Vicinity Map: means a map of the regional area surrounding the Project. III. BOUNDARIES The Project Area Boundaries includes approximately One Hundred Seventy Nine (179) acres. A legal description of the Project Area Boundaries is attached as Exhibit A-1. The Project Area Boundaries are divided into seven (7) separate and distinct Districts (District No. 1, District No. 2, District No. 3, District No. 4, District No. 5, District No. 6 and District No. 7), legal descriptions for which are attached hereto as Exhibits A-2, A-3, A-4, A-5, A-6, A-7 and A-8, respectively. A Project Area Boundary Map is attached hereto as Exhibit B-1; a map of District No. 1 is included as Exhibit B-2, a map of District No. 2 is included as Exhibit B-3, a map of District Nos. 3-7 is included as Exhibit B-4,and an estimated future boundary map of the Districts is included as Exhibit B-5. Finally,a Vicinity Map is attached hereto as Exhibit C. It is anticipated that the Districts' Boundaries may change from time to time as they undergo inclusions and exclusions pursuant to Section 32-1-401, et seq., C.R.S., and Section 32-1-501, et seq., C.R.S., subject to the limitations set forth in Article V below. IV. PROPOSED LAND USE AND ASSESSED VALUATION The Service Area consists of approximately One Hundred Seventy Nine (179) acres of planned mixed use land. The current assessed valuation of the Service Area is approximately One Hundred Fifty Thousand Dollars ($150,000)and, at build out, is expected to be Two Hundred and Twenty Five Million Dollars ($225,000,000). This amount is expected to be sufficient to reasonably discharge the Debt as demonstrated in the Financial Plan. Approval of this Service Plan by the City does not imply approval of the development of a specific area within the Districts, nor does it imply approval of the total site/floor area of commercial buildings or space which may be identified in this Service Plan or any of the exhibits 1597.0003;876246 6 attached thereto or any of the Public Improvements, unless the same is contained within an Approved Development Plan. V. DESCRIPTION OF PROPOSED POWERS,IMPROVEMENTS AND_SERVICES A. Powers-of the Districts and Service Plan Amendment. The Districts shall have the power and authority to acquire,construct and install the Public Improvements within and without the boundaries of the Districts as such power and authority is described in the Special District Act, and other applicable statutes, common law and the State Constitution; subject to the limitations set forth herein. If, after the Service Plan is approved, the State Legislature includes additional powers or grants new or broader powers for Title 32 districts by amendment of the Special District Act or otherwise, any or all such powers shall be deemed to be a part hereof and available to or exercised by the Districts upon prior resolution approval of the City Council concerning the exercise of such powers. Such approval by the City Council shall not constitute a material modification of this Service Plan. 1. Operations and Maintenance. The purpose of the Districts is to plan for, design, acquire, construct, install, relocate, redevelop and finance the Public Improvements. The Districts shall dedicate the Public Improvements to the City or other appropriate jurisdiction or owners association in a manner consistent with the Approved Development Plan and applicable provisions of the City Code. Additionally,the Districts shall be authorized to operate and maintain any part or all of the Public Improvements until such time that the Districts dissolve. 2. Development Standards. The Districts will ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the City and of other governmental entities having proper jurisdiction, as applicable. The Districts directly,or indirectly through the Property Owners or any developer will obtain the City's approval of civil engineering plans and will obtain applicable permits for construction and installation of Public Improvements prior to performing such work. Unless waived by the City,the Districts shall be required, in .accordance with the City Code,to post a surety bond, letter of credit, or other approved development security for any Public Improvements to be constructed by the Districts. Such development security may be released when the Districts have obtained funds, through bond issuance or otherwise, adequate to insure the construction of the Public Improvements. Any limitation or requiremerit concerning the time within which the City must review the Districts' proposal or application for an Approved Development Plan or other land use approval is hereby waived by the Districts. 3. Privately Placed Debt Limitation. Prior to the issuance of any privately placed Debt, a District shall obtain the certification of an External Financial Advisor substantially as follows: We are [I am] an External Financial Advisor within the meaning of the District's Service Plan. 1597.0003;876246 7 We [I] certify that (1) the net effective interest rate (calculated as defined.in Section 32-1-103(12), C.R.S.)to be borne by the District for the [insert the designation of the Debt] does not exceed a reasonable current[tax-exempt] [taxable]interest rate,using criteria deemed appropriate by us [me] and based upon our[my] analysis of comparable high yield securities; and (2) the structure of [insert designation of the Debt], including maturities and early redemption provisions, is reasonable considering the financial circumstances of the District. 4. Inclusion and Exclusion Limitation. The Districts shall be entitled to include within their boundaries any property within the Project Area Boundaries without prior approval of the City Council. The Districts shall also be entitled to exclude from their boundaries any property within the Project Area Boundaries so far as, within a reasonable time thereafter,the property is included within the boundaries of another District, and upon compliance with the provisions of the Special District Act. All other inclusions or exclusions shall require the prior resolution approval of the City Council, and if approved, shall not constitute a material modification of this Service Plan. 5. Maximum Debt Authorization. The Districts anticipate approximately One Hundred and Eight Million Sixty-Six Thousand One Hundred and Sixty Dollars ($108,066,160) in project costs in 2018 dollars as set forth in Exhibit D, and anticipate issuing approximately One Hundred Twenty Five Million Dollars ($125,000,000) (the "Maximum Debt Authorization") in Debt to pay such costs as set forth in Exhibit E. The Districts shall not issue Debt in amounts in excess of the Maximum Debt Authorization. The Districts must seek prior resolution approval by the City Council to issue Debt in excess of the Maximum Debt Authorization to pay the actual costs of the Public Improvements set forth in Exhibit D plus inflation, contingencies and other unforeseen expenses associated with such Public Improvements. Such approval by the City Council shall not constitute a material modification of this Service Plan so long as increases are reasonably related to the Public Improvements set forth in Exhibit D and any Approved Development Plan. 6. Monies from.Other Governmental Sources. The Districts shall not apply for or accept Conservation Trust Funds, Great Outdoors Colorado Funds, or other funds available from or through governmental or non-profit entities for which the City is eligible to apply for, except pursuant to an intergovernmental agreement with the City. This Section shall not apply to specific ownership taxes which shall be distributed to and a revenue source for the Districts without any limitation. 7. Consolidation Limitation. The Districts shall not file a request with any Court to consolidate with another Title 32 district without the prior resolution approval of the City Council, unless such consolidation is among the Districts themselves, which shall not require approval of the City Council. 8. Eminent Domain.Limitation. The Districts shall not exercise their statutory power of eminent domain without first obtaining resolution approval from the City Council. This restriction on the Eminent Domain power by the Districts is being exercised voluntarily and shall 1597.0003;876246 8 not be interpreted in any way as a limitation on the Districts' sovereign powers and shall not negatively affect the Districts status as political subdivisions of the State of Colorado as allowed by the Special District Act. 9. Service Plan Amendment Requirement. This Service Plan is general in nature and does not include specific detail in some instances because development plans have not been finalized.The Service Plan has been designed with sufficient flexibility to enable the Districts to provide required services and facilities under evolving circumstances without the need for numerous amendments. Modification of the general types of services and facilities making up the Public Improvements, and changes in proposed configurations, locations or dimensions of the Public Improvements shall be permitted to accommodate development needs consistent with the then-current Approved Development Plan(s) for the Project. The Districts shall be independent units of local government, separate and distinct from the City, and their activities are subject to review by the City only insofar as they may deviate in a material manner from the requirements of the Service Plan.Any action of a District which:(1)violates the limitations set forth in this Section V.A. or(2)violates the limitations set forth in Section VI. below, shall be deemed to be a material modification to this Service Plan unless otherwise agreed by the City as provided for in Section X of this Service Plan or unless otherwise expressly provided herein. 'All other departures from the provisions of this Service Plan shall be considered on a case-by-case basis as to whether such departures are a material modification, unless otherwise expressly provided herein. No District may amend this Service Plan in a manner which materially affects any other District,in such other District's sole discretion,without such other District's written consent. B. Infrastructure Preliminary Development Plan. The Districts shall have authority to provide for the planning, design, acquisition, construction, installation, relocation, redevelopment, maintenance, and financing of the Public Improvements within and without the boundaries of the Districts, to be more specifically defined in an Approved Development Plan. The Infrastructure Preliminary Development Plan, including: (1) a list of the Public Improvements to be developed by the Districts; (2) an estimate of the cost of the Public Improvements; and (3) maps showing the approximate locations of the Public Improvements is attached hereto as Exhibit D and is hereby deemed to constitute the preliminary engineering or architectural survey required by Section 32-1-202(2)(c),C.R.S.The maps contained in the Infrastructure Preliminary Development Plan are also available in size and scale approved by the City's planning department. As shown in the Infrastructure Preliminary Development Plan, the estimated cost of the Public Improvements which may be planned for,designed, acquired, constructed, installed, relocated,redeveloped,maintained or financed by the Districts is approximately One Hundred and Eight Million Sixty-Six Thousand One Hundred and Sixty Dollars ($108,066,160). The Districts shall be permitted to allocate costs between such categories of the Public Improvements as deemed necessary in their discretion. All of the Public Improvements described herein will be designed in such a way as to assure that the Public Improvements standards will be consistent with or exceed the standards 1597.0003; 876246 9 of the City and shall be in accordance with the requirements of the Approved Development Plan. All descriptions of the Public Improvements to be constructed,and their related costs;are estimates only and are subject to modification as engineering, development plans, economics, the City's requirements, and construction scheduling may require. Upon approval of this Service Plan, the Districts will continue to develop and refine the Infrastructure Preliminary Development Plan and prepare for issuance of Debt. All cost estimates will be inflated to then-current dollars at the time of the issuance of Debt and construction. All construction cost estimates contained in the Infrastructure Preliminary Development Plan assume construction to applicable local, State or Federal requirements. Changes in the Public Improvements, Infrastructure Preliminary Development Plan, or costs, which are approved by the City in an Approved Development Plan, shall not constitute a material modification of this Service Plan. Additionally, due to the preliminary nature of the Infrastructure Preliminary Development Plan,the City shall not be bound by the Infrastructure Preliminary Development Plan in reviewing and approving the Approved Development Plan and the Approved Development Plan shall supersede the Infrastructure Preliminary Development Plan. VI. FINANCIAL PLAN A. General. The Districts shall be authorized to provide for the planning, design, acquisition, construction, installation, relocation and/or redevelopment of the Public Improvements from their revenues and by and through the proceeds of Debt to be issued by the Districts, subject to the limitations contained herein. The Financial Plan for the Districts shall be to issue no more Debt than the Districts can reasonably pay within Thirty(30)years for each series of Debt from revenues derived from the Debt Service Mill Levy and other revenue sources authorized by law. The Financial Plan for the Districts projects the need for a Debt Service Mill Levy of no greater than Fifty (50) Mills. The Financial Plan further provides for the Districts' administrative and operations and maintenance activities through the imposition of an Operations and Maintenance Mill Levy of no greater than Twenty(20) Mills. The total Debt that the Districts shall be permitted to issue shall not exceed the Maximum Debt Authorization; provided, however,that Debt issued to refund outstanding Debt of the Districts, including Debt issued to refund Debt owed to the Property Owners of the Project pursuant to a reimbursement agreement or other agreement, shall not count against the Maximum Debt Authorization so long as such refunding Debt does not result in a net present value increase. Subject to the limitations contained herein, District Debt shall be issued on a schedule and in such year or years as the Districts determine shall meet the needs of the Financial Plan referenced above and phased to serve the Project as it occurs. All Bonds and other Debt issued by the Districts may be payable from any and all legally available revenues of the Districts, including general ad valorem taxes to be imposed upon all taxable property within the Districts. The Districts may also rely upon various other revenue sources authorized by law.These will include the power to impose development fees, rates, tolls, penalties, or charges as provided in It 32-1-1001(1), C.R.S., as amended from time to time. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to impose any fees; rates, tolls or charges for any purpose unless 1597.0003 876246 10 and until (a) the Owners (as defined in the Binding Agreement) have recorded the PIF Covenant (as defined in the Binding Agreement) against each of their respective properties, and (b)the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. The Maximum Debt Authorization, Debt Service Mill Levy, Operations, Maintenance Mill Levy, and all other financial projections and estimates contained in this Service Plan are supported by the Financial Plan (Exhibit E) prepared by an External Financial Advisor, D.A.Davidson and Co. The Financial Plan is based on economic,political and industry conditions as they exist presently and reasonable projections and estimates of future conditions. These projections and estimates are not to be interpreted as the only method of implementation of the Districts' goals and objectives but rather a representation of one feasible alternative. Other financial structures may be used so long as the Maximum Debt Authorization and Maximum Mill Levy are not exceeded. Notwithstanding the foregoing, D.A. Davidson and Co. shall not be considered a financial advisor or municipal advisor with regard to any Debt issuance by the Districts. B. Maximum Voted Interest Rate and Maximum Underwriting Discount. The interest rate on any Debt is expected to be the market rate at the time the Debt is issued.The maximum interest rate on any Debt is not permitted to exceed Twelve Percent(12%). The maximum underwriting discount will be Three Percent(3%). Debt,when issued, will comply with all relevant requirements of this Service Plan, State_ law and Federal law as then applicable to the issuance of public securities. C. Maximum Mill Levies. The Maximum Mill Levy shall be the maximum mill levy each District is permitted to impose upon the taxable property within its boundaries and shall be Eighty(80) Mills minus the Overlay District Debt Service Mill Levy. The combined Debt Service Mill Levy, Operations and Maintenance Mill Levy, Overlay District Debt Service Mill Levy and aggregate mill levy of any overlapping District shall under no circumstances exceed the Maximum Mill Levy. Allocation of the Debt Service Mill Levy and Operations and Maintenance Mill Levy shall be left to the sole discretion of the Board for each District. If, on or after January 1, 2018, there are changes in the method of calculating assessed valuation or any constitutionally mandated tax credit, cut or abatement, the preceding mill levy limitations may be increased or decreased to reflect such changes, with such increases or decreases to be determined by each Board in good faith (such determination to be binding and final), with administrative approval by the City, so that to the extent possible,the actual tax revenues generated by the applicable District's mill levy,as adjusted for changes occurring after January 1, 2018, are neither diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation will be a change in the method of calculating assessed valuation. Notwithstanding any provision to the contrary contained in this Service Plan, the District shall not be authorized to impose any mill levy for.any purpose unless and until (a) each of the Owners (as defined in the Binding Agreement)have recorded the PIF Covenant(as defined 1597.0003;876246 11 in the Binding Agreement) against each of their respective properties, and (b) the City and the Overlay District have entered into the Capital Pledge Agreement. Failure to comply with this provision shall constitute a material modification under this Service Plan and shall entitle the City to all remedies available at law and in equity. D. Debt Issuance and Maturity. The scheduled final maturity of any Debt or series of Debt shall be limited to Thirty (30)years(the"Maximum Debt Maturity Term"). The Maximum Debt Maturity Term shall apply to refundings unless: (1) a majority of the Board members are residents of the District and have voted in favor of a refunding of a part or all of the Debt; or(2) such refunding will result in a net present value savings as set forth in Section 11-56-101 et seg., 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 VI.D, 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; not 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. 1597.0003;876246 12 The.estimated cost of acquiring land, engineering services, legal services and administrative services, together with the estimated costs of the Districts' organization and initial operations, are anticipated to be Two Hundred Thousand Dollars ($200,000), which will be eligible for reimbursement from Debt proceeds. In addition to the capital costs of the Public Improvements,the Districts will require operating funds for administration and to plan and cause the Public Improvements to be operated and maintained. The first year's operating budget is estimated to be Fifty Thousand Dollars ($50,000). Ongoing administration, operations, and maintenance costs may be paid from property taxes and other revenues. H. Elections. The Districts will call an election on the questions of organizing the Districts, electing the initial Boards; and setting in place financial authorizations as required by TABOR. The elections will be conducted as required by law. VII. ANNUAL REPORT A. General. The Districts shall be responsible for submitting an annual report with the City's clerk not later than September 1st of each year for the year ending the preceding December 31 following the year of the District Organization Date. The City may, in its sole discretion, waive this requirement in whole or in part. B. Reporting of Significant Events. Unless waived by the City, the annual report shall include the following: 1. A narrative summary of the progress of the Districts in implementing their service plan for the report year; 2. Except when exemption from audit has been granted for the report year under the Local Government Audit Law; the audited financial statements of the Districts for the report year including a statement of financial condition (i.e., balance sheet)as of December 31 of the report year and the statement of operations(i.e.,revenues and expenditures)for the report year; 3. Unless disclosed within a separate schedule to the financial statements, a summary of the capital expenditures incurred by the Districts in development of Public Improvements in the report year; 4. Unless disclosed within a separate schedule to the financial statements, a summary of the financial obligations of the Districts at the end of the report year, including the amount of outstanding indebtedness, the amount and terms of any new District indebtedness or long-term obligations issued in the report year, the amount of payment or retirement of existing indebtedness of the Districts in the report year,the total assessed valuation of all taxable properties 1597.0003;876246 13 within the Districts as of January I of the report year and the current mill levy of the Districts pledged to Debt retirement in the report year; and 5. Any other information deemed relevant by the City Council or deemed reasonably necessary by the City's manager and communicated in a timely manner to the Districts. In the event the annual report is not timely received by the City's clerk or is not fully responsive, notice of such default may be given to the Board of such Districts, at its last known address. The failure of the Districts to file the annual report within Forty-Five (45) days of the mailing of such default notice by the City's clerk may constitute a material modification,at the discretion of the City. VIII. DISSOLUTION Upon an independent determination of the City Council that the purposes for which the Districts were created have been accomplished, the Districts agree to file petitions in the appropriate District Court for dissolution, pursuant to the applicable State statutes. In no event shall dissolution occur until the Districts have provided for the payment or discharge of all of their outstanding indebtedness and other financial obligations as required pursuant to State statutes, including operation and maintenance activities. IX. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND, EXTRATERRITORIAL SERVICE AGREEMENTS All intergovernmental agreements must be for purposes, facilities, services or agreements lawfully authorized to be provided by the Districts,pursuant to the State Constitution,Article XIV, Section 18(2)(a)and Sections 29-1-201,et seq., C.R.S. To the extent practicable,the Districts may enter into additional intergovernmental and private agreements to better ensure long-term provision of the Public Improvements identified herein or for other lawful purposes of the Districts. Agreements may also be executed with property owner associations and other service providers.. The following agreement is likely to be necessary, and the rationale therefore is set forth as follows: District Facilities Construction_and_Service Agreement. The Districts anticipate entering into a District Facilities Construction and Service Agreement,-commonly known as the "Master IGA'',wherein the Districts set forth the financing and administrative requirements of the Districts for the Project. Except for the Intergovernmental Agreement with the City, as set forth in Section XII below, no other agreements are required, or known at the time of formation of the Districts to likely be required, to fulfill the purposes of the Districts:. Execution of intergovernmental agreements or agreements for extraterritorial services by the Districts that are not described in this Service Plan and which are likely to cause a substantial increase in the Districts' budgets shall require the prior resolution approval of the City Council, which approval shall not constitute a material modification hereof. X. MATERIAL MODIFICATIONS 1597.0003;876246 14 Material modifications to this Service Plan may be made only in accordance with Section 32-1-207, C.R.S. No modification shall be required for an action of the Districts which does not materially depart from the provisions of this Service Plan. Departures from the Service Plan that constitute a material modification include without limitation: 1. Actions or failures to act that create materially greater financial risk or burden to the taxpayers of the District; 2. Performance of a service or function or acquisition of a major facility that is not closely related to a service, ftmction or facility authorized in the Service Plan; 3. Failure to perform a service or function or acquire a facility required by the Service Plan; 4. Failure by the Districts to execute the Intergovernmental Agreement as set forth in Article XI hereof; and 5. Failure to comply with the limitations set forth in Section V.A. or Section VI of this Service Plan. Actions that are not to be considered material modifications include without limitation changes in quantities of facilities or equipment, immaterial cost differences, and actions expressly authorized in the Service Plan. XI. SANCTIONS Should the District undertake any act without obtaining prior City Council resolution approval as required in this Service Plan or that constitutes a material modification to this Service Plan as provided herein or under the Special District Act, the City may impose one (1) or more of the following sanctions, as it deems appropriate: 1. Exercise any applicable remedy under the Act; 2. Withhold the issuance of any permit, authorization, acceptance or other administrative approval, or withhold any cooperation, necessary for the District's development, construction or operation of improvements, or the provisions of services as contemplated in this Service Plan; 3. Exercise any legal remedy as provided in the Capital Pledge Agreement or in any other intergovernmental agreement with the City under which the District is in default; or 1597.0003;876246 15 4. Exercise any other legal remedy at law or in equity, including seeking specific performance, mandamus or injunctive relief against the District, to ensure the District's compliance with this Service Plan and applicable law. XII. 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: l. There is sufficient existing and projected need for organized service in the area to be serviced by the Districts; 2. The existing service in the area to be served by the Districts is inadequate for present and projected needs; 3. The Districts are capable of providing economical and sufficient service to the area within their proposed boundaries; and 4. The area to be included in the Districts does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. XIV. RESOLUTION OF APPROVAL The Districts agree to incorporate the City Council's resolution of approval, including any conditions on any such approval, into the Service Plan presented to the District Court for and in Larimer County, Colorado. 1597.0003; 876246 16 EXHIBIT A-1 Gateway at Prospect Metropolitan District Nos. 1-7 Legal Description of Project Area Boundaries r NORTHERN ENGINEERING Exhibit A-1 DESCRIPTION;. GATEWAY AT PROSPECT METROPOLITAN DISTRICT PROJECT AREA BOUNDARIES Tracts of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 000 11' 16" East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00' 11' 16" East, 360.01 feet to the Northwest corner of Lot 1, Block 1, Boxelder Estates Second Filing to POINT OF BEGINNING 1; thence along West line of the Southeast Quarter, North 000 1 P 1.6" East, 736.49 feet to the Northeast corner of a parcel of land as described at Reception No. 95076406, Larimer County Clerk and Recorder; thence, North 880 20' 33" West, 31526 feet to the Southeast corner of a parcel of land as described at Reception No. 20140007506, Larimer County Clerk and Recorder; thence along the East line of said parcel, North 250 21' 13" West, 264.37 feet to the Southeast corner of a parcel of land described at Reception No. 93054775, Larimer County Clerk and Recorder; thence along said parcel the following 3 courses and distance: North 000 12' 15" East, 1649.54 feet; thence, South 890 47' 45" East, 200.00 feet; thence, North 000 12' 15" East,216.34 feet to a point on the South line of a parcel of land described at Reception No. 133800200, Larimer County Clerk and Recorder; thence along said South line, South 830 28' 53" East, 232.09 feet to the Southeast corner of said parcel, said point being on the East line of Sunrise Estates extended; thence along said East line, North 00' 08' 06" East, 1117.52 feet to a point on the South line of Crossroads East Business Center; thence along said South line the following 5 courses and distance: South 25' 46' 37" East, 448.11 feet; thence, South 480 55' 44" East, 1510.22 feet; thence, South 240 21' 14" East, 195.19 feet; thence, South 58' 04' 14" East, 132.96 feet to the Southeast corner of said Crossroads East Business Center; thence along the East line of said Crossroads East Business Center, North 000 11' 16" East, 33.04 feet to a point on the South line of Smithfield Subdivision; thence along said South line the following 4 courses and distance: South 650 21' 37" East, 353.30 feet; thence, South 790 2.1' 37" East, 300.00 feet; thence, North 570 08' 23" East, 197.00 feet; thence, North 690 08' 23" East, 141.86 feet to a point on the West line of Interstate Highway 25; thence along said West line the following 2 courses and distances: South 000 1 P 10" West, 601.01 feet; thence, South 010 58' 22" West, 408.31 feet to the North line of Interstate Land PUD First Filing; thence along said Interstate Land PUD First Filing the following 2 courses and distances: North 76' 26' 25" West, 300.61 feet; thence, South 110 47, 57" West, 629.05 feet to the West line of Interstate Highway 25 Frontage Road; thence along said Interstate Highway 25 Page 1 of 2 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 1 970.221.4158 GREELEY: 820 8`h Street, 80631 1 970:395.9880 1 WEB: www.northernengineering.com Frontage Road the following 6 courses and distances: South 85' 36' 15" West, 289.72 feet; thence, South 82' 01' 25" West, 157.09 feet; thence along a curve concave to the southeast having a central angle of 62' 57' 26" with a radius of 449.26 feet, an arc length of 493.65 feet and the chord of which bears South 430 37' 30" West, 469.19 feet; thence, South 05' 13' 35" West, 157.09 feet; thence South 010 38' 45" West, 455.56 feet to Point A; thence, South 460 38' 49" West, 102.54 feet to the North right-of-way line of East Prospect Road; thence along said North line, North 88' 2P 30" West, 222.35 feet to the East line of Lot 3, Block 1, Boxelder Estates Second Filing; thence along the East, North and West lines of said Lot 3 the following 3 courses and distances: North 01' 38' 10" East, 242.53 feet; thence, North 88' 2 P 50" West, 290.40 feet; thence, South 01' 38' 10" West, 242.50 feet to the North right-of-way line of East Prospect Road; thence along said North line, North 88' 21' 30" West, 516.42 feet to the East line of Lot 1, Block 1, Boxelder Estates Second Filing; thence along said East line, North 000 1 P 10" East, 302.55 feet to the North line of said Lot 1; thence along said North line, North 880 21' 50" West, 120.13 feet to POINT OF BEGINNING 1, containing 6,777,385 square feet or 155.59 acres, more or less. AND Commencing at aforementioned Point A; thence South 88' 21' 08" East, 70.99 feet to a point on the East right-of-way line of Interstate Highway 25 Frontage Road, said point being the POINT OF BEGINNING 2; thence along the East and North lines of said right-of-way the following 8 courses and distances: North 01' 38' 45" East, 455.57 feet; thence, North 050 03' 18' East, 142.46 feet, thence along a curve concave to the northwest having a central angle of 62' 57' 26" with a radius of 369.26 feet, an arc length of 405.75 feet and the chord of which bears North 43° 37' 30" East, 385.64.feet; thence, North 820 11' 42" East, 142.46 feet; thence, North 850 36' 05" East, 289.72 feet; thence, North 820 01' 25" East, 157.09 feet; thence along a curve concave to the southeast having a central angle of 28' 04' 38" with a radius of 449,26 feet, an arc length of 220.16 feet and the chord of which bears North 610 03' 55" East, 217.96 feet; thence, South 89° 48' 10" East, 79.52 feet to a point on the West right-of-way line of Interstate Highway 25; thence along said Westerly line the following 4 courses and distance: South 000 11' 10" West, 379.24 feet; thence, South 10' 33' 17" West, 201.18 feet; thence, South 260 47' 14" West, 560.45 feet; thence, South 61° 09' 08" West, 99.88 feet to the North right-of-way line of East Prospect Road; thence along said North line the following 3 courses and distances: North 880 18' 07" West, 203.23 feet; hence; South 850 48' 49" West, 411.08 feet; thence, North 88' 21' 25" West, 59.24 feet; thence, North 430 21' 11" West, 141.39 feet to the POINT OF BEGINNING 2, containing 1,013,409 square feet or 23.26 acres, more or less. The above described Tracts of land contains 7,790794 square feet or 178.85 acres more less and is subject to all easements and rights-of-way now on record or existing. January 31, 2018 LMS 5:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A-Legals\892-002_Overall Boundary.docx 1 Page 2 of 2 EXHIBIT A-2 Gateway at Prospect Metropolitan District No. 1 Legal Description NORTHERN ENGINEERING Exhibit A-2 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT 1 Tracts of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 00' 11' 16" East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the South line of the Southeast Quarter, South 88' 21' 25" East, 925.49 feet; thence, North 01' 38' 35" East, 57.48 feet POINT OF BEGINNING 1; thence, North 010 38' 10" East, 242.53 feet; thence, North 000 50' 59" East, 222.69 feet; thence, North 24' 25' 35" East, 303.45 feet; thence, North 580 32' 55" East, 129.64 feet; thence, South 480 21' 44" East, 123.32 feet; thence along a curve concave to the east having a central angle of 060 47' 19" with a radius of 44.9.26 feet, an arc length of 53.23 feet and the chord of which bears South 150 32' 26" West, 53.20 feet; thence, South 05' 13' 35" West, 157.09 feet; thence, South 01' 38' 45" West, 455.56 feet to Point A; thence, South 46' 38' 49" West, 102.54 feet; thence, North 880 21' 30" West, 222.35 feet POINT OF BEGINNING 1, containing 210,389 square feet or 4.83 acres, more or less. AND Commencing at.aforementioned Point A; thence South 880 21' 08 East, 79.99 feet to POINT OF BEGINNING 2; thence, North 010 38' 45" East, 455.57 feet; thence, North 05' 03' 18" East, 142.46 feet; thence along a curve concave to the southeast having a central angle of 62' 57'26" with a radius of 369.26 feet, an arc length of 405.75 feet and the chord of which bears North 430 37' 30" East, 385.64 feet; thence, North 820 11' 42" East, 142.46 feet; thence, North 850 36' 05" East, 289.72 feet; thence, North 820 01' 25" East, 157.09 feet; thence along a curve concave to the northwest having a central angle of 28' 04' 38" with a radius of 449.26 feet, an arc length of 220.16 feet and the chord of which bears North 61' 03' 55" East, 217.96 feet; thence, South 89' 48' 10" East, 79.52 feet; thence, South 000 1 P 10" West, 379.24 feet; thence, South 10' 33' 17" West, 201.18 feet; thence, South 260 47' 14" West, 560.45 feet; thence, South 61' 09' 08" West, 99.88 feet; thence, North 880 18' 07" West, 203.23 feet; thence, North 000 12' 05" East, 158.22 feet;thence North 88° 21' 25" West, 410.00 feet; thence, South 000 12' 05" West, 199.99 feet; thence, North 88' 21' 25" West, 59.24 feet; thence, North 430 21' 11" West, 141.39 feet to POINT OF BEGINNING 2, containing 939,998 square feet or 21.58 acres, more or less. Page 1 of 2 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 1970.221.4158 GREELEY: 820 81h Street, 80631 1 970.395.9880 1 WEB: www.northernengineering.com AND Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00' 11' 16" East, 1096.50 feet; thence, North 88' 20' 33" West, 315.26 feet; thence, North 250 21' 13" West, 264.37 feet; thence, North 00' 12' 15" East, 1649.54 feet; thence, South 890 47' 45" East, 200.00 feet; thence, North 00° 12' 15" East, 216.34 feet; thence, South 83' 28' 53" East,-232.09 feet; thence, North 00° 08' 06" East, 1117.52 feet; thence, South 25' 46' 37" East, 448.11 feet; thence, South 48' 55' 44" East, 517.44 feet to POINT OF BEGINNING 3; thence, South 480 55' 47" East, 350.18 feet; thence, South 41' 04' 16" West, 130.18 feet; thence North 480 55' 47" West, 350.18 feet; thence, North 410 04' 16" East, 130.18 feet to POINT OF BEGINNING 3, containing 45,588 square feet or 1.05 acres, more or less. i The above described Tracts of land and are subject to all easements and rights-of-way now on record or existing. July 1.9, 2018 LMS S:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A-Legals\892-002_District Ldocx Page 2 of 2 EXHIBIT A-3 Gateway at Prospect Metropolitan District No. 2 Legal Description NORTHERN ENGINEERING Exhibit A-3 DESCRIPTION:GATEWAY AT PROSPECT METROPOLITAN DISTRICT 2 Tracts of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 000 11, 16" East, and with all bearing contained herein relative thereto:. Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00' 11' 16" East, 360.01 feet to POINT OF BEGINNING 1; thence, North 00' 11' 16" East, 776.89 feet; thence, North 90' 00' 00" East, 835.33 feet; thence, South 48' 21' 44" East, 446.92 feet; thence, South 58' 32' 55" West, 129.64 feet; thence, South 240 25' 35" West, 303.45 feet; thence, South 000 50' 59" West, 2.22.69 feet; thence, North 88' 21' 50" West, 290.40 feet; thence, South 01' 38' 10" West, 242.50 feet; thence North 88' 21' 30" West, 516.42 feet; thence, North 00' 11' 10" East, 302.55 feet. thence, North 880 21' 50" West, 120.13 feet to POINT OF BEGINNING 1, containing 963,168 square feet or 22.11 acres, more or less. AND Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00' 11' 16" East, 1096.50 feet; thence, North 88' 20' 33" West, 315.26 feet; thence, North 250 21' 13" West, 264.37 feet; thence, North 000 12' 15" East, 1649.54 feet; thence, South 890 47' 45" East, 200.00 feet; thence, North 000 12' 15" East, 216.34 feet; thence, South 83' 28' 53" East, 232.09 feet; thence, North 00' 08' 06" East, 1117.52 feet; thence, South 25° 46' 37" East, 448.11 feet; thence, South 48' 55' 44" East, 517.44 feet to POINT OF BEGINNING 2; thence, South 48' 55' 47" East, 350.18 feet; thence, South 410 0.4' 16" West, 130.18 feet; thence North 480 55' 47" West, 350.18 feet; thence, North 41' 04' 16" East, 130.18 feet to POINT OF BEGINNING 2, containing 45,588 square feet or 1.05 acres, more or less. July 19, 2018 LMS S:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A-Legals\892-002_District 2.docx Page 1ofI FORT COLLINS: 301 North Howes Street, Suite 100, 80521 1 970.221.4158 GREELEY: 820 8th Street, 80631 1970.395.9880 1 WEB: www.norfhern"engineering.com EXHIBIT A-4 Gateway at Prospect Metropolitan District No. 3 Legal Description NORTHERN ENGINEERING Exhibit A-4 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT 3 A Tract of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Latimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 000 11' 16" East, and with all bearing contained herein relative thereto: Commencing at the South Quartet Corner of said Section 16; thence along the West line of the Southeast Quarter, North 00' 11' 16" East, 1096.50 feet; thence, North 880 20' 33" West, 315.26 feet; thence, North 25' 21'.13" West, 264.37 feet; thence, North 000 12' 15" East, 1649.54 feet; thence, South 890 47' 45" East, 200.00 feet; thence, North 000 12' 15" East, 216.34 feet; thence, South 83' 28' 53" East, 232.09 feet; thence, North 000 08' 06" East, 1117.52 feet; thence, South 25' 46' 37" East, 448.11 feet; thence, South 48' 55' 44" East, 517.44 feet to the POINT OF BEGINNING; thence, South 48' 55' 47" East, 350.18 feet; thence, South 410 04' 16" West, 130.18 feet; thence North 480 55' 47" West, 350.18 feet; thence, North 41' 04' 16" East, 130.18 feet to the POINT OF BEGINNING. The above described Tract of land contains 45,588 square feet or 1.05 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. July 19, 2018 LMS S:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A-Legals\892-002_District3.docx Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 1 970.221.4158 GREELEY: 820 8th Street, 80631 1970.395.9880 1 WEB: www.northernengineering.com EXHIBIT A-5 Gateway at Prospect Metropolitan District No. 4 Legal Description NORTHERN ENGINEERING Exhibit A-5 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT 4 A Tract of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 00' 11' W' East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 000 11' 16" East, 1096.50 feet; thence, North 880 20' 33" West, 315.26 feet; thence; North 250 21' 13" West, 264.37 feet; thence, North 00' 12' 15" East, 1649.54 feet; thence, South 890 47' 45" East, 200.00 feet; thence, North 00' 12' 15" East, 216.34 feet; thence, South 83' 28' 53" East, 232.09 feet; thence, North 00' 08' 06" East; 1117.52 feet; thence, South 25' 46' 37" East, 448.11 feet; thence, South 48' 55' 44" East, 517.44 feet to the POINT OF BEGINNING; thence, South 48' 55' 47" East, 350.18 feet; thence, South 41' 04' 16" West, 130.18 feet; thence North 48' 55' 47" West, 350.18 feet; thence, North 410 04' 16" East, 130.18 feet to the POINT OF BEGINNING. The above described Tract of land contains 45,588 square feet or 1.05 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. July 19, 2018 LMS S:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A-Legals\892-002_District 4.docx Page 1 of 1 FORT COLLINS. 301 North Howes Street, Suite 100, 80521 1970.221.4158 GREELEY: 820 8`h Street, 80631 1970.395.9880 1 WEB: www.horthernenginee.ri.ng.com EXHIBIT A-6 Gateway at Prospect Metropolitan District No. 5 Legal Description NORTHERN ENGINEERING Exhibit A-6 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT 5 A Tract of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 000 11, 16" East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 000 11' 16" East, 1096.50 feet; thence, North 88' 20' 33" West, 315.26 feet; thence, North 25' 21' 13" West, 264.37 feet; thence, North 00° 12' 15" East, 1649.54 feet; thence, South 89' 47' 45" East, 200.00 feet; thence, North 00' 12' 15" East, 216.34 feet; thence, South 830 28' 53" East, 232.09 feet; thence, North 00' 08' 06" East, 1117.52 feet; thence, South 25' 46' 37" East, 448.11 feet; thence, South 480 55' 44" East, 517.44 feet to the POINT OF BEGINNING; thence, South 480 55' 47" East, 350.18 feet; thence, South 41' 04' 16" West, 130.18 feet; thence North 480 55' 47" West, 350.18 feet; thence, North 410 04' 16" East, 130.18 feet to the POINT OF BEGINNING. The above described Tract of land contains 45,588 square feet or 1.05 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. July 19, 2018 LMS S:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A-Legals\892-002_District 5.docx i Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 1970.221.4158 GREELEY: 820 811 Street, 80631 1 970.395.9880 1 WEB: www.northernengineering.com EXHIBIT A-7 Gateway at Prospect Metropolitan District No. 6 Legal Description NORTHERN ENGINEERING Exhibit A-7 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT 6 A Tract of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer; State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 000 11' 16" East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the West,line of the Southeast Quarter, North 000 1.1' 16" East, 1096.50 feet; thence, North 880 20' 33" West, 315.26 feet; thence, North 250 21' 13" West, 264.37 feet; thence, North 000 12' 15" East, 1649.54 feet; thence, South 89° 47' 45" East, 200.00 feet; thence, North 00' 12' 15" East, 216.34 feet; thence, South 83' 28' 53" East, 232.09 feet; thence, North 000 08' 06" East, 1117.52 feet; thence, South 250 46' 37" East, 448.11 feet; thence, South 48' 55' 44" East, 517.44 feet to the POINT OF BEGINNING; thence, South 480 55' 47" East, 350.18 feet; thence, South 41' 04' 16" West, 130.18 feet; thence North 480 55' 47" West, 350.18 feet; thence, North 41' 04' 16" East, 130.18 feet to the.POINT OF BEGINNING. The above described Tract of land contains 45,588 square feet or 1.05 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. July 19, 2018. LMS S:\Survey Jobs\892-002\Dw9\Metro District\Exhibit A-Legals\892-002_District 6.docx Page 1 of 1 FORT COLLINS: 301 North Howes Street, Suite 100, 80521 1970.221.4158 GREELEY: 820 8th Street, 80631 1970.395.9880 1 WEB: www.northernengineering.com EXHIBIT A-8 Gateway at Prospect Metropolitan District No. 7 Legal Description NORTHERN ENGINEERING Exhibit A-8 DESCRIPTION: GATEWAY AT PROSPECT METROPOLITAN DISTRICT 7 A Tract of land located in Section 16, Township 7 North, Range 68 West of the Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more particularly described as follows: Considering the West line of the Southeast Quarter of said Section 16 as bearing North 00' 11' 16" East, and with all bearing contained herein relative thereto: Commencing at the South Quarter Corner of said Section 16; thence along the West line of the Southeast Quarter, North 000 11' 16" East, 1096.50 feet; thence, North 88' 20' 33" West, 315.26 feet; thence, North 25' 21' 13" West, 264.37 feet; thence, North 00' 12' 15" East, 1649.54 feet; thence, South 89' 47' 45" East, 200.00 feet; thence, North 00' 12' 15" East, 216.34 feet; thence, South 83° 28' 53" East, 232.09 feet; thence, North 00' 08' 06" East, 1117.52 feet; thence, South 25' 46' 37" East, 448.11 feet; thence, South 480 55' 44" East, 517.44 feet to the POINT OF BEGINNING; thence, South 48' 55' 47" East, 350.18 feet; thence, South 41' 04' 16" West, 130.18 feet; thence North 48' 55' 47" West, 350.18 feet; thence, North 41' 04' 16" East, 130.18 feet to the POINT OF BEGINNING. The above described Tract of land contains 45,588 square feet or 1.05 acres, more or less, and is subject to all easements and rights-of-way now on record or existing. July 19, 2018 LMS 5:\Survey Jobs\892-002\Dwg\Metro District\Exhibit A-Legals\892-002_District 7.docx Page 1 of 1 FORT COLLINS: 301 North Howes Street; Suite 100, 80521 1970.221.4158 GREELEY: 820 8' Street, 80631 1970.395.9880 1 WEB: www.northernengineering.com EXHIBIT B-1 Gateway at Prospect Metropolitan District Nos. 1-7 Project Area Boundary Map 500 0 500 Feet (IN FEET) 1 inch=500 It, / 1EE ' IT /\ �./ / ,j Z/ EAT QUARTER CORNER SECTION 16-T7N-R68W OVERALL DISTRICT SOUTH/SIXTEENTH CORNER j BOUNDARY MAP // / WITNESS CORNER/ 6,777 385 soft %/�� SECTION 15-T7N-R68W 155.59 ac LLJ � Z I/OVERALL DISTRICT/� BOUNDARY MAP /� 11 \ 1,013409sq,ft. 26 /i SECT CORNER J / I SECTION ION 16-T16-T7N-R68W SOUTH QUARTER CORNER PROSPECT ROAD SECTION 16-T7N-R68W CfSCgIT1ON ® GATEWAY AT PROSPECT OVERALL DISTRICT NORTHERN BOUNDARY MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 r — EXHIBIT FORT COLLINS B.Ruch sine � B.Ruch 1"=500' FORT COLL"":301 NmU H..SlNml,Sulle 100,80521 970,221.4158 COLORADO eq� PROJEQ R_1 OREELEY:820 8"Str t,80631 uoMemengineenng.mm January 31,2018 892-001 v EXHIBIT B-2 Gateway at Prospect Metropolitan District.No. I Boundary Map 500 0 500 Feet I (IN FEET) \ 1 inch=500 N. _ I DISTRICT 1 \� I— 45,588 Sq.ft. \ EAST QUARTER CORNER I I 1.05 ac \\ / SECTION 16-T7N-R68W I I I I I I I SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W IIII DISTRICT 1 ����� w 210,389 sq.ft. 4.83 ac ��j// w I DISTRICT 1 z I \ 939,998 sq.ft.� i 2�58 ac �� I �I I/ I S�UTHEAST CORNER L-__ SECTION 16-T7N-R68W SOUTH QUARTER C RNER PROSPECT ROAD 1 I SECTION 16-T7N-R68W oescRIKIM GATEWAY AT PROSPECT DISTRICT 1 AREA NORTHERN BOUNDARY MAP E N G I N E E R I N G METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS E3 R.cr 1-SCALE EXHIBIT B.Ruch � 1"=500' FORT COLLINS:301 North Ilowen Sheet,Sidle 100,80521 970.221.4158 COLORADO Nn cxmev B-`Z GRE EY:820 SN SImet,80631 _ norlhemegineenng.wm January 31,2018 1892M1 EXHIBIT B-3 Gateway at Prospect Metropolitan District No. 2 Boundary Map / 500 _ 0 560 Feet (IN FEET) 1inch=500 k DISTRICT 2 \ u 1 45,588 sq.ft 1.05 ac \ EAST QUARTER CORNER \ / SE TION 16-T7N-R68W SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W I I � III I r I1 w —� a' i to DISTRICT2 � .963,168 sq.ft.��� Ir�' Z I 2.2-.1 1 ac o _1 I S 1 THEAST CORNER SECTION 16-T7NAMW I SOUTH QUARTER CORNER \ PROSPECT ROAD SECTION 16-T7N-R68W OcscRIMON DISTRICT 2 AREA NEE GATEWAY AT PROSPECT NORTHERN BOUNDARY MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 FORTCOLLINS cRwNRr V=500'1" EXHIBIT FORT COLLINS:301 No Haws Street,Suite B.Ruch =100.80521 970.221,4158 COLORADO o.re RRmeer B_3 GREELEV:8208th Street,80631 northemengimenn&com January 31,2018 892-001 EXHIBIT B-4 Gateway at Prospect Metropolitan District No. 3-7 Boundary Map 500 0 500 Feet IN FEET) I � 1 inch=500 ft. .�i Tir i DISTRICT 3-7� u 1 45,588 sq.ft. EA ST QUARTER CORNER i 1.05 ac \` / \� SE CTION 16-T7N-R68W I \ I i I I � SOUTH SIXTEENTH CORNER WITNESS CORNER SECTION 15-T7N-R68W I I I II I I / I % NI W I I � I I 11 I I I SOU 1 THEAST CORNER SECTION 16-T7N-R68W I SOUTH QUARTER CORNER \ PRROSPECT ROAD 1 I — SECTION.16-T7N-R68W - - - OESCRIKION ® GATEWAY AT PROSPECT DISTRICT 3-7 AREA NORTHERN BOUNDARY MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS ' su`e EXHIBIT B.Ruch 1"=500, FORT COLLINS;301 Nolh Howes Sheet,Suite 100,80521 970.221.4158 COLORADO DATE RRalett B-4. OREELEY:82081h Street,8001 naMemenglneene,cam January 31,20le 892-001 EXHIBIT B-5 Gateway at Prospect Metropolitan District Nos. 1-7 Estimated Future Boundary Map 7 DISTRICT 1 \ DISTRICT 2 Soo o so0 Feet ' FUTURE/ ESTIMATED DISTRICT 3 (IN FEET)1 inch=500 ft. FUTURE ESTIMATED DISTRICT 4 \ / FUTURE POTENTIAL FUTURE INCLUSION II DISTRICTS 1-7 ( DISTRICTS �� i �� 4ST QUARTER CORNER \ SECTION 16 T7N R68W 1-7 I I I I � i I FUTURE I DISTRICT 3 FUTURE ! I I l souTH DISTRICT4 SIXTEENTH N T H CORNER WITNESS CORNER SECTI ON 15T7N-R68W i / N Lu Cl) DISTRICT 2 ��� ;jj w I DISTRICT I Z i POTENTIAL �1 FUTURE I INCLUSIONI I SOUTHEAST I CORNER/ I SECTION 16-T7N-R68W LIT r�__... --- ----- SOU H QUARTER C RNER \P`ROSFEC'T ROAD 1 I SECTION 16-T7N-R68W 1 DESCRIPTION ® GATEWAY AT PROSPECT ESTIMATED DISTRICTS 1-7 NORTHERN BOUNDARY MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 FORT ORPm SCAIE EXHIBIT B.Ruch 1"=500' FORT COLLINS:301 North Wrcres Street.Suile.100,80521 970.221.415B COLORADO oTE paalEcr B_5 GREELEY,820 8th Sheet,W631 naMemengineenng.com January 31,2018 892-001 EXHIBIT C Gateway at Prospect Metropolitan District Nos. 1-7 Vicinity Map ->—LLJ z — /r//,� B X LDE // /j/ /j TCH LL W Y w _ / r PR SP T ROAD PRO PELT OAD . PROPOSED GATEWAY AT PROSPECT M TROP LITAN DISTRICT 1 OGO 0 1000 Feet IN FEET) 1 inch=1000ft. . - oesuirnaa - - -- -- NORTHERN GATEWAY AT PROSPECT VICINITY MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 oanw sure EXHIBIT FORT COLLINS B.Ruch 1"=1000' FORT COLLINS:301 North Hawes Street,Suite 100,80521 970.221,4158 COLORADO DA E Faaccr C GREEL,IN ettr Street 80631 noMemengiueenngcom January 31,2018 892-001 EXHIBIT D Gateway at Prospect Metropolitan District Nos. 1-7 Infrastructure Preliminary Development Plan i NW NORTHERN ENGINEERING SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31,2018 PUBLIC IMPROVEMENT COSTS FOR GATEWAY AT PROSPECT COMBINED AREA-178.8S ACRES Public Improvements quantity Unit Cost Extended Cost 1. Grading/Miscellaneous Mobilization/General Conditions 1 LS $4,210,000.00 $ 4,210,000.00 Clearing and Grubbing and Topsoil Stripping 180 Ac $11,900.00 $ 2,142,000.00 Earthwork(cut/fill/place) 290,400 CY $6.00 $ 1,742,400.00 Import Fill Dirt 80,000 CY $10.00 $ 800,000.00 Erosion Control/Traffic Control 1 LS __$6,014,600.00 $ 6,014,000.00. Subtotal $ 14,908,400.00 II. Roadway Improvements Parking Lots 55,485 SY $70.00 $ 3,883,950.00 Access Road(24'Section) 8,298 LF $205.00 $ 1,701,090.00 Local Residential Street(51'Section) 10;368 LF $273.00 $ 2,830,464.00 Local Industrial Street(66'Section) - LF $321.00 $ Local Commercial Street(72'Section) - LF $336.00 $ Minor Collector Street(76'Section) 2,515 LF $431.00 $ 1,083,96S.00 Roundabout 1 EA $2500,000.00 $ 2,500,000.00 Box Culvert Bridge 1 EA $1;000,000.00 S 1,000,000.00 Prospect Road Widening(Half 4-Lane Arterial) 2,480 LF $637.00 $ 1,579,760.00 Frontage Road Reconstruct(2-Lane Arterial 84'Section) 2,094 LF $666.00 $ 1,394,604.00 Traffic Signal Improvements 1 EA $500,000.00 $ 250,000.00 Street Lighting 1 LS $649,000.00 $ 649,000.00 Signing and Striping. 1. LS $487,000.00 $ 487,000.00 Subtotal $ 17,359,833.00 III. Potable Waterline Improvements _ 8"Waterline 17,157 LF $90.00 $ 1,544,130.00 10"Waterline 6,983 LF $100.00 $ 698,300,00 12"Waterline 1,680 LF $112.00 $ 188,160.00 Utility Borings 300 LF $1,900.00 $ 570,000.00 Raw Water Requirements 241 AC-FT $41,428.00 $ 9,984,148.00 Off-Site Waterline.Reimbursement to ELCO 1 LS $1,000,000.00 $ 1,000,000.00 Subtotal $ 13,984,738.00 IV. Sanitary Sewer and Subdrain Improvements 8"Sanitary Sewer 13,787 LF $109.00 $ 1,502,783.00 10"Sanitary Sewer 2,600 LF $114.00 $ 296,400.00 12"Sanitary Sewer - LF $124.00 $ - 27"Sanitary Sewer 2,428 LF $197.00 $ 478,316.00 8"Subdrain 18,815 LF $75.00 $ 1,411,125.00 Subdrain Connection Fee 1 LS $43,000.00 $ 43,000.00 Sanitary.Sewer Repayment - LS $0.00 S - Subtotal - -S 3,731,624.00 V. Storm Drainage Improvements 24"RCP Storm Sewer 3,242 LF $191.00 $ 619,222.00 24"CMP Storm Sewer - LF $16300 $ - 36"RCP Storm Sewer 8,888 LF $222.00 $ 1,973,136.00 48"RCP Storm Sewer 568 LF $324.00 $ 184,032.00 Outlet Structure 8 EA $10,000.00 $ 80,000.00 Water quality _ _ 135,846 CF $6.00 $ 815,076.00 Subtotal $ 3,671,466.00 Page 1 of 2 ( NORTHERN ENGINEERING SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES January 31,2018 - PUBLIC IMPROVEMENT COSTS FOR GATEWAY AT PROSPECT COMBINED AREA-178.85 ACRES Public Improvements Quantity Unit Cost Extended Cost VI. Non-Potable Irrigation Improvements 6"Non-Potable Waterline 17,047.00 LF $56.00 $ 954,632.00 Non-Potable Waterline Pumphouse 1.00 LS $450,000.00 $ 450,060.00 Non-Potable Pond and Delivery Improvements 1.00 LS $250,000.00 $ 250,000.00 Flood Irrigation System and Appurtences - LS $0.00 $Well Head Replacement - EA $27,500.00 $ - RawWaterRequirements 300.00 AC-FT $10,666.00.$ 3,149,800.00 Subtotal $ 4,854,432.00 VII. Open Space,Parks and Trails Structural Demolition - LS $0.00 $ - Natural Area Open Space 46 AC $108,900.00 $ 5,009,400.00 Landscaped Open Space 16 AC $239,580.00 $ 3,833;280.00 Regional Trails 9,131 LF $160.00 $ 1,460,960.00 Monument Signs 2 EA $75,000.00 $ 150,000.00 Pocket Park and Park Amenities 1 EA $150,000.00 $ 150,000.00 Open Space Acquisition _ 62 AC $20,000.00 $ 1,240,000.00 Subtotal $ 11,843,640.00 Vill. Admin./Design/Permitting/Etc. Engineering/Surveying 1 LS $7,036,000.00 $ 7,036,000.00 Construction Management/Inspection/Testing 1 LS $10,5S4,000.00 $ 10,554,000.00 Admin./.Planning/.Permitting 1 LS $2,111,000.00 $ 2,111,000.00 Subtotal` _ $ 19,701,000.00 InfrastructdreSubtotal $ 90,055,133.00 Contingency.(20%) $ 18,011,027.00 Total Cost $ 108,066,160.00 Page 2 of 2 _rlIH LEGEND: \ (� STREETS OWNED AND C \ MAINTAINED BY THE CITY OF \� FORT COLLINS I \ soo o soo Feet ( evvvvvvvvo ACCESS OCALS REED IN FEET) T evvvvvvvvo T inch=500 n. COLLECTOR \ nocac00o0a STREET ARTERIAL \ STREET / j 4-LANE I� � NOTE:LOCAL STREETS - ARTERIAL \ AND ASSOCIATED UTILITIES — 7 \ \ ARE CONCEPTUAL AND PARKING MAY CHANGE AS AREA _ DEVELOPMENT OCCURS. 1 \� � � poop ° 0 °�oe.p o� �� I n e e _ n 13 I ° ° 11 ° e 0 ° ° 1 a I 1 0 ° 0 e=mo q 0 0000v00v° Ove ° ° ° 0 • I B 10 0 ° 1 0 o n n ° B e 0 e I povvv Lao 000�aoovvd ° e ° ° a...ro 1 0 l 0 ° 0 o°"'e ° eeo i I I III n • ° 0 0 0 0 o ° ° ♦eoo �1 0 e e ° ♦ e 0 0 a 0 e e ° Alf ° ( 0 0 ° e e a Alf e I 0 0 It 0 e e 0 ® I 1 0 0 ° 0 e e 0 s e♦ ° e e 0 as.o n I ° n 0 �° doe®ovae J \\ °aoto001°oo40ongy 4 000 • 0pp•0 W♦0 ROUNDABOUT �r /� _ I \ - e� 1 LU 4® ° � I C® LU BRIDGE B no s010 II PRO T ROAD oescRI"ON' - GATEWAY AT PROSPECT STREET MAP NORTHERN METROPOLITAN DISTRICTS 1 - 7 ENGINEERING DRA N V SCALE EXHIBIT FORT COLLINS B.Ruch r=soo_ FORT COLLINS;301 North Howes Street,Suite 100,80521 970.221.4158 COLORADO - PROJECT D GREELEY-a208th Sheet,90631 northemengineenng.com January 31,2018 892-007 FIGURE 1 OF 6 LEGEND: �✓ WATER LINE-12 INCH PVC. ALL WATER TO BE OWNED �I AND MAINTAINED BY ELCO soo 0 500 Feet WATER DISTRICT. (IN FEET) WATER LINE-10 INCH PVC.i inch 500 ft. NH- ALL WATER TO BE OWNED = / AND MAINTAINED BY ELCO WATER DISTRICT. - \ / WATER LINE-8 INCH PVC. ALL WATER TO BE OWNED AND MAINTAINED BY ELCO WATER DISTRICT. ' NOTE:SOLILOCALED UTILITIES AND ASSOCIATED UTILITIES \ / ARE CONCEPTUAL AND MAY CHANGE AS \ DEVELOPMENT OCCURS. i10"WATER 8"WATER r r � 10"WATER LINE BORE LU 12"WATER 7I ,Z \ vv- iIc: LINE BORE - CASING I I 1 r I � --tea- \PROSPECT ROAD l i - - DESCRIPTION NORTHERN. GATEWAY AT PROSPECT POTABLE WATER MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 FORTCOLLINS DRKNBY jaIE EXHIBIT B.Ruch 1°=500' FORT COLLINS:301 Nonh Howes Sb t,Suih 100,80521 970.221.4158 COLORADO DATE - PRCJECT D GREELEY:820 8th Street,80631 nonhemenglmmdng.com January 31,2018 892-001 - FIGURE 2 OF 6 LEGEND: SEWER LINE-27 INCH PVC. _ ALL SEWER TO BE OWNED 17_�_SSO,AND MAINTAINED BY 500 O 560 Feet BOXELDER SANITATION DISTRICT. (IN FEET) SEWER LINE-10 INCH PVC. 1 inch=500 tL ALL SEWER TO BE OWNED NOTE:LOCAL STREETS SS AND MAINTAINED BY AND ASSOCIATED UTILITIES BOXELDER SANITATION / ARE CONCEPTUAL AND DISTRICT. j Ll I MAY CHANGE AS SEWER LINE-8 INCH PVC. DEVELOPMENT OCCURS. ALL SEWER TO BE OWNED SS AND MAINTAINED BOXELDER SANITATIONTLT � DISTRICT: / SUBDRAIN-8 INCH HDPE. so ALL SUBDRAINS TO BE OWNED AND MAINTAINED BY METRO DISTRICT. SAS I 8"SANITARY =74 SEWER y 8"SUBDRAIN an I � I 17n � I I Ica 10"SANITARY I � ! s SEWER � I SANITARY SEWER BORE 27"SANITARY I I'z SEWER ' S S / _ TIE TO BOXELDER SANITATION TIE TO BOXELDER — SANITATION li TIE TO BOXELDERSUBDRAIN PRROSPECT ROAD \ AD- SANITATION OFF-SITE � OESCRIMION GATEWAY AT PROSPECT SANITARY SEWER& NORTHERN SUBDRAIN MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 °RAmB eU`E EXHIBIT FORT COLLINS B.Ruch r,=500. FORT COLLINS:301 Nonh Howes Sl t.Suile 100,80521 970.221.4156 COLORADO lm E PROJECT D GREElEY:820 BN Str L 80631 wnhemenglmminngcom January.31,2018 892-001 FIGURE 3 OF 6.. LEGEND: ©STo� 24"RCP STORM DRAIN LINE 500 0 500 Feet DIRECTION OF — � CONVEYANCE I i / N FEET) ST 36"RCP STORM /L 1 inch=500 ft� DRAIN LINE _ ALL STORM DRAINS WITHIN 48"RCP STORM \ / RIGHT-OF-WAY TO BE ISTO DRAIN LINE OWNED AND MAINTAINED BY --- \ CITY OF FORT COLLINS, BOX CULVERT ®S� STORM DRAIN LINE ALL STORM DRAINS OUTSIDE OF RIGHT-OF-WAY TO BE OWNED AND DETENTION AREA _ I \ MAINTAINED BY METRO DISTRICT. NOTE:LOCAL STREETS AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. i N 8 24"STORM y DRAIN 36"STORM w DRAIN ,\ I 48"STORM DRAIN BRIDGE F i -10-�ST / IU � i 5 i I'I •— s I � II \P1ROSPECT ROAD NORTHERN GATEWAY AT PROSPECT STORM DRAINAGE MAP ENGINEERING METROPOLITAN DISTRICTS 1 - 7 FORT 111= EXHIBIT 8.Ruch t"=.500' FORT COLLINS:101 Nodh Howes Siree6 Suite]00,80521 970.221 4158 COLORADO 7Te PRaea D GREELEY:8208tR SbeeL BOfi31 mnhemenginemnng.cam January 31,2018 892-001 .FIGURE 4.OF.6.. LEGEND: NON-POTABLE IRRIGATION IRR LINE-ALL LINES ARE 8" PVC. I 500 D 500 Feet I \ NOTE:LOCAL STREETS j IN FEET) AND ASSOCIATED UTILITIES nca=soo«. ARE CONCEPTUAL AND MAY CHANGE AS DEVELOPMENT OCCURS. IRRIGATION POND &PUMP HOUSE I RR I I IR I RR 8"NON-POTABLE IRRIGATION LID I ' � I L — i W I i z IRR it , I I IRR / I \ II \ `PROSPECT BROAD NORTHERN GATEWAY AT PROSPECT NON-POTABLE IRRIGATION MAP EN G I N E E R I N G METROPOLITAN DISTRICTS 1 - 7 FORT COLLINS El Ruch By SCAR EXHIBIT B. 1"=500' FORT COLLINS:301 North Howes Street,Suite 1GO,80521 970,221.4158 COLORADO DATE PROJECT D GREELEY;520 Oth Street,80631 mm menglneenng.com January 31,2018 892-001 .FIGURE 5 OF 6 LEGEND`. { CONNECTIVITY°,oOpp°oo LANDSCAPINGw/ x TRAILS 500 0 500 Feet NATURAL AREA IN FEET) OPEN SPACE xv�A 1 inch=500 ft. ;. LANDSCAPED / NOTE:LOCAL STREETS OPEN SPACE AND ASSOCIATED UTILITIES ARE CONCEPTUAL AND n MAY CHANGE AS N✓] POCKET PARK DEVELOPMENT OCCURS. 1 ni lI � I w I _LF 9 � a � I / I1 I 9I I law= e \ PP ROSPECT ROAD i DESCRIPTION. GATEWAY AT PROSPECT OPEN SPACE, PARKS, ENGINEERING METROPOLITAN R o DISTRICTS 1 - 7 DR TRAILS LS MAP NORTHERN_ & Neh ISCAL1",= EXHIBIT .Ruch_ __ _ 1".=5_00' FORT COLLINS:301 Noilh HoYms Street.Suite 100,80521 970.221.4158 GOLORADO DATE PRWECT - D GREEL"820 8, Street,80631 northemenglneenng.com t January 31,2018 892-0 FIGURE 60F6 01 -' - ---- EXHIBIT E Gateway at Prospect Metropolitan District Nos. 1-7 Financial Plan ' Gateway at Prospect Metropolitan Districts Percent of Series2020 Series2036 TOTAL Total Sources Par $ 67,005,000 $121,720,000 $ 188,725,000 95% Funds on Hand $ - $ 10,027,500 _$ 10,027,500 5% TOTAL: $ 67,005,000 $131,747,500 $198,752,500 Uses Project Fund $ 49,176,650 $ 66,262,490 $115,439,140 58% Refunding Proceeds $ 58,715,000 $ 58,715,000 30% Capitalized Interest $ 10,050,750 $ 431,092 $ 10,481,842 5% Reserve Fund $ 6,137,500 $ 5,530,319 $ 11,667,819 6% Costs of Issuance $ 1,640,100 $ 808,600 $ _ 2,448,700 1% TOTAL: $ 67,005,000 $ 131,747,500 $ 198,752,500 i V� J N � a€ 6$ E8 �u n� Hyyyyy b < O O pN N N n ^ V ��pp ��pp YY ♦♦ yy pp��pp ��pp qq11 ♦♦ �p �p yT N N O Nb r r m 0 I a b m A m m w R n N N N OOi N n n ry ry n 0 N N m m O_O n n J> 8 O V 6 ry 11pp Ip ��pp yy y + y V V y q Fez� O O b b N O 4 N ,N W Y Wr � n b b 0 0 n Ye O y u ^ ^ N N 1V ry N N N fl M M M M n Cj O 4 V 4 T Y N N N N N N (p N r r r n m ry E a o = Z f Aa � g000go $ �ossss � eo � $ � � � � � 00 �� �8 � oo �� s� � �s � go8000 �0 tl f pp YY Y y OO pp E C Y > q ~O N ry m N N b mn n n r m m N N N N O P n n m m m n N urvi O P N 1^V ry N O F sYgo NNN � o o ^ �2 Yv 2 ^ ^ C m- - ^ - 2 w e c u _ - _ _ .- - o _ 9 N f IX m - P P P n n m b m N P o 2 c 2 0 oo $ n Roo Ioory°NO � n �Rav a'an n�" rv 'Ri.�n � �meR T _q qp pip .. 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E N O rn o c O v d m c CL 7 0 C O U MVi c N O 69 Z U3 LO UO (O tO N N O CDd ' ' N N N Cl) N ' ' ' ' ' C N N N N N M d N CO (") m Cl) Cl) co N Eo 0 W N W U W 9 d LO LO UO U) N N O CD ' ' Cl) Cl) N co co N i _' i i i i i i i i V A N N N N N M tp _y MM Cl) Cl) M (O N i n o E W ,d. w V E m V O in > co co co ao in r c O CO (0 COO ( 0 N i i (OO i i . i i i i i i i M U 2 w r n t` r M co N ti p O U M '«4 N d H y -o O d m 2 O o `o_ o ai i i i i . i i i i i i N �1 c d y N 1p N E 0 d N 7 O O N c0 C c C N CU 7 E a) {- m CL o uj C O > O O E d O) Cl)) O 11 d ' d i Ln Lo tn LO qT i i i n N O - CO 00 00 00 O O co d J c— y N CV N N N > Ud c c d O > m E E E to (A d c o o m e a LU U d m c F� > > LL ml r` O C � a d 'o c C� C. 0^p "o 'T C9 I� 000) O � N (h V' 10 (O I� OO W O N (h V W Or m m "" (p o NN NNNNN NN0000QQao o � d 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 O.O O O O O 7 N p O f N N N N N N N N N N N N N N N N N N N N N l L c o A O_ M Q IL > m � a 8 7^ DAf DAV7DSON SOURCES AND USES OF FUNDS GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7(Residential+Commercial) GENERAL OBLIGATION BONDS,SERIES 2020 50.000(target)Residential Mills+50.000(target)Commercial Mills Non-Rated, 105x,30-yr.Maturity . (Full Growth+6.06%Bi-Reassessment Projections) [Preliminary--for discsussion only] Dated Date 12/01/2020 Delivery Date 12/01/2620 Sources: Bond Proceeds: Par Amount 67,005,000.00 67,005,000.00 Uses: Project Fund Deposits: Project Fund 49,176,650.00 Other Fund Deposits: Capitalized Interest Fund 10,050,750.00 Debt Service Reserve Fund 6,137,560.00 16,188,250.00 Delivery Date Expenses: Cost of Issuance 300,000.00 Underwriter's Discount 1,340,100.00 1,640,100.00 67,005,000.00 Jan 30,2018 8:16 am Prepared by D.A,Davidson 8 Co Quantitative Group-PM (Gateway @ Prospect MD 18(fk...:CJAN3018-20NRSPC) 9 D;AIDAVIDSON SOURCES AND USES OF FUNDS GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7(Residential+Commercial) GENERAL OBLIGATION REFUNDING&IMPROVEMENT BONDS,SERIES 2036 Pay&Cancel Refunding of(proposed)Series 2020+New Money 50.000(target)Residential.Mills+60.000(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 121,720,000.00 Other Sources of Funds: Funds on Hand' 3,890,000.00 Series 2020-DSRF 6,137,500.00 10,027,500.00 131,747,500.00 Uses: Project Fund Deposits: Project Fund 66,262,489.58 Refunding Escrow Deposits: Cash Deposit' 58,715,000.00 Other Fund Deposits: Capitalized Interest Fund 431,091.67 Debt Service Reserve Fund 5,530,318.75 5,961,410.42 Delivery Date Expenses: Cost of Issuance 200,000.00 Underwriter's Discount 608,600.00 808,600.00 131,747,500.00 ['j Estimated balances(tbd). Jan 30,2018 8:27 am Prepared by D.A,Davidson&Co Quantitative Group-PM (Gateway @ Prospe...:CJAN3018-361GR20C.361GR20C) 10 D;AJDA1'IDSON BOND SUMMARY STATISTICS GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos.1-7(Residential+Commercial) GENERAL OBLIGATION REFUNDING&IMPROVEMENT BONDS,SERIES 2036 Pay&Cancel Refunding of(proposed)Series 2020+New Money 50.000(target)Residential Mills+50.000(target)Commercial Mills Assumes Investment Grade, 100x,30-yr. Maturity (Full Growth+6%Bi-Reassessment Projections) [Preliminary--for discsussion only] Dated Date 12/01/2036 Delivery Date 12/01/2636 First Coupon 06/01/2037 Last Maturity 12/01/2066 Arbitrage Yield 4.250000% True Interest Cost(TIC) 4.285260% Net Interest Cost(NIC) 4.250000% All-In TIC 4.296902% Average Coupon 4.250000% Average Life(years) 22.931 Weighted Average Maturity(years) 22.931 Duration of Issue(years) 14.506 Par Amount 121,720,00.0.00 Bond Proceeds 121,720,000.00 Total Interest 118,622,812.50 Net Interest 119,231,412.50 Bond Years from Dated Date 2,791,125,000.00 Bond Years from Delivery Date 2,791,125,060.00 Total Debt Service 240,342,812.50 Maximum Annual Debt Service 17,253,375.00 Average Annual Debt Service 8,011,427.08 Underwriter's Fees(per$1000) Average Takedown Other Fee 5.060000 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 121,720,000.00 100.000 4.250% 22.931 11/06/2059 205,706.80 121,720,000.00 22.931 205,706.80 All-In Arbitrage TIC TIC Yield Par Value 121,720,000.00 121,720,000.00 121,720,000.00 +Accrued Interest +Premium(Discount) -Underwriter's Discount -608,600.00 -608,600.00 -Cost of Issuance Expense -200,000.00 -Other Amounts Target Value 121,111,400.00 120,911,460.00 121,720,000.00 Target Date 12/01/2036 12/01/2036 12/01/2036 Yield 4.285260% 4.296902% 4.250000% Jan 30,2018 8:27 am Prepared by D.A,Davidson&Co Quantitative Group—PM (Gateway @ Prospe...:CJAN3018-361GR20C,361GR20C) 11 D AIDAVIDSON BOND DEBT SERVICE GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7(Residential+Commercial) GENERAL OBLIGATION REFUNDING&IMPROVEMENT BONDS,SERIES2036 Pay&Cancel Refunding of(proposed)Series 2020+New Money 50.000(target)Residential Mills+50.000(target)Commercial Mills Assumes Investment Grade,100x,30-yr. Maturity (Full Growth+61%Bi-Reassessment Projections) [Preliminary--for discsussion only] Period Annual Ending Principal Coupon Interest Debt Service Debt Service 06/01/2037 2,586,550.00 2,586,550.00 12/01/2037 2,586,550.010 2,586,5510.00 5,'173,100.00 66/01/2638 2,586,550.00 2,586,550.00 12/01/2038 10,000 4.250% 2,586,650.00 2,596,55o.00 5,183,100.00 06/01/2039 2,5186,337.50 2,586,337.50 12/01/2030 10,000 4.250% 2,586,337.50 2,596;337.50 5,182,675.00 06/01/2040 2,586,125.00 2,586,125.00 12/01/2040 325,000 4,250% 2,586,125.00 2,911,125.00 5,497,250.00 06/01/2041 2,579,218.75 2,579,218.75 12/01/2041 335,000 4.250% 2,579,218.75 2,914,218.75 5,493,437.50 06/01/2042 2,572,100.00 2,572,100.00 12/01/2042 680,000 4.250% 2,572,100.00 3,252,100.00 5,824,200.00 06/01/2043 2,557,650.00 2,557,650.60 12/01/2043 710,000 4.250% 2,557,650.00 3,267,650.00 5,825,300.00 06/01/2044 2,542,562.50 2,542,562.50 12/01/2044 1,090,000 4.250% 2,542,562.50 3,632,562.50 6,175,125.00 06/01/2045 2,519,400.00 2,519,400.00 12/61/2045 1,135,000 4.250% 2,519,400.00 3,654,400.00 6,173,800.00 06/01/2046 _ 2,495,281.25 2,495,281.25 12/01/2046 1,555,000 4250% 2,495,281.25 4,050,281.25 6,545,562.50 06/61/2047 - 2,462,237.50 2,462,237.50 12/01/2047 1,620,000 4.250% 2,462,237.50 4,082,237.50 6,544,475.00 06/01/2048 2,427,812.50 2,427,812.50 12/01/2048 2,080,006 4.250% 2,427,812.50 4,507,812.50 6,935,625.00 06/01/2049 2,383,612.50 2,383,612.50 12%Ol/2049 2,170,000 4.250% 2,383,612.50 4,553,612.50 6,937,225.00 06/01/2050 2,337,500.00 2,337,500.00 12/01/2050 2,680,000 4.250% 2,337,500.00 5,017,560.00 7,355,000.00 66/01/2651 2,286,550.00 2,286,550.00 12/01/2051 2,795,000 4.250% 2,280,550.00 5,075,550.00 7,356,100.00 06/01/2052 2,221,15626 2,221,156.25 12/01/2052 3.355,000 4.250% 2,221,156.25 5,576,156.25 7,797,312.50 66/01/2053 2,149,862.50 2,149,862.50 12/61/2063 3,495,000 4.250% 2,149,862.50 5,644,862.50 7,794,725.00 06/01/2054 2,075,593.75 2,075,593.75 12/01/2054 4,115,000 4.250% 2,075,593.75 6,190,593.75 8,266,187.50 06/01/2055 1,988,150.00 1,98$150.00 ` 12/01/2055 4,290,000 4.250% 1,988,150.00 6,278,150.00 8,266,300.00 06/01/2056 .- 1,896,987.50 1,896,987.50 12/01/2056 4,965,000 4.250% 1,896,987.50 6,861,987.50 8,758,975.00 66/01/205-7 1,791,481.25 1,791,481.25 12/01/2057 5,175,000 4.250% 1,791,481.25 6,966,481.25 8,757,962.50 06/01/2058 1,681,512.50 1,681,512.50 12/01/2058 5,925,000 - 4.250% 1,681,512.50 7,666,512.50 9,288,025.00 06/01/2059 - 1,555,606.25 1,555,606.25 12/01/2059 6,175,000 4.250%° 1,555,60625 7;730,60625 9,286,212.50 06/01/2060 1,424,387.50 1,424,387.50 12/01/2060 6,995,000 4.250% 1,424,387.50 8,419,387.50 9,843,775.00 06/01/2061 1,275,74175 1,275,743.75 12/01/M61 7,290,000 4.250% 1,;i 5,743.75 8,565,743.75 9,841,487.50 06/01/2062 1,120,831.25 1,120,831.25 12/01/2062 8,190,000 4.250% 1,120,831.25 9,310,831.25 10,431,662.50 06/01/2063 946,793.75 946,793.75 IV01/2063 8,540,000 4250% 946,793.75 9,486,793.75 10,433,587.50 06/01/i064 765,318.75 765,318.75 12/01/2064 9,530,000 4.250% 765,318.75 10,295,318.75 11,060,637.50 06/01/2065 562,80615 562,606.25 12/01/2665 9,935,000 4250% 562,806.25 10,497,606.25 11,060,612.50 06/01/2066 351,687.50 351,687.50 12/01/2066 16,550,000 4.250% 351,687.50 16,901,687.50 17,253,375.00 121,720,000 118,622,812.50 240,342,812.50 240,342,812.60 Jan 30,2018 8:27 am Prepared by D.A,Davidson&Co Quantitative Group-PM (Gateway @ Prospe...:CJAN3018-361GR20C,361GR20C) 12 DAJDAVIDSON NET DEBT SERVICE GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos.1-7(Residential+Commercial) GENERAL OBLIGATION REFUNDING&IMPROVEMENT BONDS,SERIES 2036 Pay&Cancel Refunding of(proposed)Series 2020+New Money 50.000(target)Residential Mills+50.000(target)Commercial Mills Assumes Investment Grade,100x,30-yr.Maturity (Full Growth+6%Bi-Reassessment Projections) (Preliminary--for discsussion only] , Period Total Debt Service Capitalized Net Ending Principal Interest Debt Service Reserve Fund Interest Fund Debt Service 12/01/2037 5,173,160.00 5,173,100.00 431,091.67 4,742,008.33 12/01/2038 10,000 5,173,100.00 5,183,100.00 5,183,100.00 12/01/2039 10,000 5,172,675.00 5,182,675.00 5,182,675.00 12/01/2040 325,000 5,172,250.00 5,497,250.00 5,497,250.00 12/01/2041 335,000 5,158,437.50 5,493,437.50 5,493,43Z50 12/01/2042 680,000 5,144,200.00 5,824,200.00 5,824,200.00 12/01/2043 710,000 5,115,300.60 5,825,300.00 5,825,300.00 12/01/2044 1,090,000 5,085,125.00 6,175,125.00 6,175,125.00 12/01/2045 1,135,000 5,038,800.00 6,173,800.00 6,173,800.00 12/01/2046 1,555,000 4,990,562.50 6,545,562.50 6,545,562.50 12/01/2047 1,620,000 4,924,475.00 6,544,475.00 6,544,475.00 12/01/2048 2,080,000 4,855,625.00 6,935,625.00 6,935,625.00 12/01/2049 2,170,000 4,767,225.00 6,937,225.00 6,937,225.00 12/01/2050 2,680,000 4,675,000.00 7,355,060.00 T355,000.00 12/01/2051 2,795,000 4,561,100.00 7,356,100.00 7,356,100.00 12/01/2052 3,355,000 4,442,312.50 7,797,312.50 7,797,312.50 12/01/2053 3,495,000 4,299,725.60 7,794,725.00 7,794,725.00 12/01/2054 4,115,000 4,151,187.50 8,266,187.50 8,266,187.50 12/01/2055 4,290,000 3,976,300.00 8,266,300.00 8,266,300.00 12/01/2056 4,965,600 3,793,975.00 8,758,975.00 8,758,975.00 12/01/2057 5,175,000 3,582,962.50 8,757,962.50 8,757,962.50 12/01/2058 5,925,000 3,363,025.00 9,288,025.00 9,288,025.00 12/01/2059 6,175,000 3,111,212.50 9,286,212.50 9,286,212.50 12/01/2060 6,995,000 2,848,775.00 9,843,775.00 9,643,776.00 12/01/2061 7,290,000 2,551,487.50 9,841,487.50 9,841,487.50 12/0t%2062 6,190,000 2,241,662.50 10,431,662.50 10,431,662.50 12/01/2063 8,540,000 1,893,587.56 10;433,587.50 10,433,567.50 12/01/2064 9,530,000 1,530,637.50 11,060,637.50 11,060,637.50 12/01/2065 9,935,000 1,125,612.50 11,060,612.50 11,060,612.50 12/01/2066 16,550,000 703,375.00 17,253,375.00 5,530,318.75 11,723,056.25 121,720,000 118,622,812.50 240,342,812.50 5,530,318.75 431,091.67 234,381,402.08 Jan 30,2018 8:27 am Prepared by D.A,Davidson&Co Quantitative Group-PM (Gateway @ Prospe...:CJAN3018-361GR20C,361GR20C) l 13 D�IAIDAVIDSON SUMMARY OF BONDS REFUNDED GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7(Residential+Commercial) GENERAL OBLIGATION REFUNDING&IMPROVEMENT BONDS,SERIES 2036 Pay&Cancel Refunding of(proposed)Series 2020+New Money 50.000(target)Residential Mills+50.000(target)Commercial Mills Assumes Investment Grade, 100x,30-yr..Maturity (Full Growth+69X.Bi-Reassessment Projections) [Preliminary--for discsussion only Maturity Interest Par Call Call Bond Date Rate Amount Date Price 1/30/18:Ser 20 NR LF,5.00%, 105x,50+50,FG+6%BiRE, SP(Aggressive): TERM50 12/01/2037 5.000% 1,720,000.00 12/01/2036 100.000 12/01/2038 5.000% 2,085,000.00 12/01/2036 100.000 12/01/2039 5.000% 2,190,060.00 12/0U2636 100.000 12/01/2040 5.000% 2,595,000.00 12/01/2036 100.000 12/01/2041 5.000% 2,725,000.00 12/01/2036 100.000 12/01/2042 5.000% 3,175,000.00 12/01/2636 100.000 12/01/2043 5.000% 3,335,000.00 12/01/2036 100.000 12/01/2044 5.000% 3,835,000.00 12/01/2036 100.000 12/01/2045 5.000% 4,030,000.00 12/01/2036 100.000 12/01/2046 5.000% 4,580,000.00 12/01/2036 100.600 12/01/2047 5,000% 4,810,000.00 12/01/2036 100.000 12/01/2048 5:060% 5,425,000.00 12/01/2036 100.000 12/01/2049 5.000% 5,695,060.00 12/01/2636 100.600 12/01/2050 5.000% 12,515,000.00 12/01/2036 100.000 58,715,060.00 .Jan 30,2018 8:27 am Prepared by D.A,Davidson&Co Quantitative Group—PM (Gateway @ Prospe...:CJAN3018-361GR20C,361GR20C) 14 1^ D!AJDAVIDSON ru,D m[DI[.nrr[M.DU[) ESCROW REQUIREMENTS GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos. 1-7(Residential+Commercial) GENERAL OBLIGATION REFUNDING&IMPROVEMENT BONDS,SERIES 2036 Pay&Cancel Refunding of(proposed)Series 2020+New Money 60.000(target)Residential Mills+50.000(target)Commercial Mills Assumes Investment Grade, 100x,3.0-yr.Maturity (Full Growth+6%Bi-Reassessment Projections) [Preliminary--for discsussion only Dated Date 12/01/2036 Delivery Date 12/01/2036 1/30118:Ser 20 NR LF,5.00%.105x,50+50,FG+6%BiRE. SP(Aggressive) Period Principal Ending Redeemed Total 12/01/2036 58,715,000.00 58,715,000.00 58,715,000.00 58,715,000.00 Jan 30,2018 8:27 am Prepared by D.A,Davidson&Co Quantitative Group-PM (Gateway @ Prospe...:CJAN3018-361GR20C,361GR26C) 15 DIAIDAVIDSON PRIOR BOND DEBT SERVICE GATEWAY @ PROSPECT METROPOLITAN DISTRICT Nos.1-7(Residential+Commercial) GENERAL OBLIGATION REFUNDING&IMPROVEMENT BONDS;SERIES 2036 Pay&Cancel Refunding of(proposed)Series 2020+New Money 50.000(target)Residential Mills+50.000(target)Commercial Mills Assumes Investment Grade,100x,30-yr.Maturity (Full Growth+V°.Bi-Reassessment Projections) [Preliminary--for discsussion only] Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01/2037 1,467,875 1,467,875 12/01/2037 1,720,000 5.000% 1,467,875 3,187,875 4,655,750 06/01/2038 1,424,875 1,424,875 12101/2038 2,085,000 5.000% 1,424,875 3,509,875 4,934,750 06/01/2039 1,372,750 1;372,750 12Ml/2039 2,190,000 5.000%a 1,372,750 3,562,750 4,935,500 06/01/2040 1,318,000 1,318,600 12/01/2040 2,595,000 5.000% 1,318,000 3,913,000 5,231,000 06/01/2041 1,253,125 1,253,125 12/01/2041 2,725,000 5.000% 1,253,125 3,978,125 5231,250 06/01/2042 1,185,000 1,185,000 12/01/2042 3,175,000 5.000% 1,185,000 4,360,000 5,545,000 66/01/2043 1,105,625 1,105,625 12/01/2043 3,335,000 5.000% 1,105,625 4,440,625 5,546,250 06/01/2044 1,022;250 1,022;250 12/01/2044. 3,835,000 5.000% 1,622,250 4,857;250 5,879,500 06/01/2045 926,375 926,375 12/01/2045 4,030,000 5.000%^ 926;375 4,956,375 5,882,750 O6/01l2046 825,625 825,625, 12/01/2046 4,580,000 5.000% 825,625 5,465,625 6,231,250 06/01/2047 711,125 711,125 12/01/2047 4,810,000 5.000% 711,125 5,521,125 6,232,250 66/01/2048 590;M 590,875 12/01(2048 5,425,000 5.000% 590,875 6,015,875 6,606,750 06/01/2049 455,250 455,250 12/09/2049 5,695,000 5.000% 455;250 6,156,250` 6,605,500 06/01/2050 312,875 312,875 12/01/2050 12,515,000 5.000% 312,875 12,827,875 13,140,750 58,715,000 27,943,250 96,658,250 86,658250 Jan 30,2018 8:27 am Prepared by D.A,Davidson&Co Quantitative Group-PM (Gateway @ Prospe...:CJAN3018-361GR20C;361GR20C) EXHIBIT F Gateway at Prospect Metropolitan District Nos. 1-7 Intergovernmental Agreement INTERGOVERNMENTAL AGREEMENT THIS INTERGOVERNMENTAL AGREEMENT is made and entered into by and between the City of Fort Collins, Colorado,a Colorado home rule municipality(the"City"), and Gateway at Prospect Metropolitan District Nos. 1-7,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 I, 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. I_mposition 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 maybe 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. Assignability.Neither the City nor the Districts shall assign their rights or delegate their duties hereunder without the prior written consent of the other parties. Any assignment of rights or delegation of duties without such prior written consent shall be deemed null and void and of no effect.Notwithstanding the foregoing,the City and the Districts may enter into contracts or other agreements with third parties to perform any of their respective duties required under this Agreement. 10. Successors and Assigns. This Agreement and the rights and obligations created hereby shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. GATEWAY AT PROSPECT METROPOLITAN DISTRICT NOS. 1-7 BY: President ATTEST: By: Secretary CITY OF FORT COLLINS, COLORADO By: Mayor ATTEST: By: City Clerk