HomeMy WebLinkAbout2018-074-08/21/2018-APPROVING AND AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT WITH THE TOWN OF TIMNATH F RESOLUTION 2018-074
OF THE COUNCIL OF THE CITY OF FORT COLLINS
APPROVING AND AUTHORIZING THE EXECUTION OF AN
INTERGOVERNMENTAL AGREEMENT WITH THE TOWN OF
TIMNATH FOR FINANCIAL PARTICIPATION IN THE
I-25/PROSPECT INTERCHANGE IMPROVEMENTS
WHEREAS, the interchange at Interstate Highway 25 and Prospect Road (the
"Interchange") is owned by the State of Colorado (the "State") and operated and maintained
by the Colorado Department of Transportation ("CDOT"); and
WHEREAS, CDOT is in.the process of implementing a construction project to
significantly modify and improve the Interchange by reconstructing its ramps and bridge and
by reconstructing Prospect Road to a configuration with four through lanes, a raised median, left
turn lanes and pedestrian and bicycle facilities, with this work to include certain enhanced urban
design elements and expected to begin after July 1, 2018 (the "Project"); and
WHEREAS, CDOT has estimated that the total cost of the Project will be
approximately $31 million, but it has indicated that it will only provide $12 million to fund
the Project, leaving a $19 million deficit (the "Deficit"); and
WHEREAS, CDOT has asked Fort Collins to participate in the Project by funding the
Deficit and, to memorialize Fort Collins' obligation to fund the Deficit, CDOT and Fort
Collins have entered into the "State of Colorado Amendment, Amendment #:1, Project #:
. 21506" (the "CDOT IGA"); and
WHEREAS, while the Interchange is within Fort Collins' boundaries and the Project
will provide significant transportation and economic benefits to Fort Collins and its residents,
others will experience significant direct benefits from the Project as well, including Timnath
and five private entities (the "Property Owners") that own several parcels of real property
located within Fort Collins' boundaries that are adjacent to the four corners of the Interchange
(the "Fort Collins Properties"); and
WHEREAS, Timnath will benefit from the Project because the Interchange serves as
a gateway into Timnath and the Project will benefit several other privately-owned properties
located to the east of Interstate Highway 25 along and near Prospect Road, which are now
either in Timnath's boundaries or in its growth management area to be annexed into Timnath
when developed (the "Timnath Properties"); and
WHEREAS,Fort Collins has entered into the CDOT IGA and agreed to pay the Deficit
to CDOT with the understanding that Timnath and the Property Owners will share in funding
the Deficit; and
WHEREAS, Fort Collins has therefore asked Timnath, and Timnath has agreed, to
share in funding the Deficit by a reimbursing Fort Collins for$2.5 million of the Deficit, plus
an interest rate factor, to be paid in annual payments and fully amortized over a twenty,year
4-
period ("Timnath's Share"), thereby leaving a deficit of approximately $16.5 million (the
"Remaining Deficit"); and
WHEREAS, Fort Collins and the Property Owners have also agreed in a "Binding
Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road" to equally
share this Remaining Deficit by the Property Owners agreeing to reimburse the Fort Collins over
time their fifty-percent share, plus interest ("Owners' Share"); and
WHEREAS, as the Binding Agreement provides, the Owners' Share will be reduced
by a $500,000 credit the Property Owners will receive for the value of rights-of-way they will
dedicate to CDOT for the Project without receiving compensation (the "ROW Credit") and
for $700,000 representing one-half of the transportation capital expansion fees the Fort
Collins has available to contribute to the Project (the "TCEF Credit"); and
WHEREAS, Fort Collins and Timnath have agreed that the annual payments for
Timnath's Share will include an interest rate factor that will be determined based on the
interest rate factor that Fort Collins will incur in financing the Deficit less the ROW Credit
and the TCEF Credit ("Financed Deficit"), which Fort Collins currently anticipates funding
by issuing tax-exempt certificates of participation ("COPs"); and
WHEREAS, this interest rate factor will be applied to Timnath's Share to calculate
Timnath's annual payments to be fully amortized over twenty years as hereafter provided; and
WHEREAS, as further consideration for this Agreement, Fort Collins and Timnath
have also agreed to share in sales tax revenues collected by them from the Fort Collins
Properties and the Timnath Properties ("Revenue Sharing"); and
WHEREAS, the terms and conditions for payment of Timnath's Share and the
Revenue Sharing are set forth in the "Intergovernmental Agreement Between the Town of
Timnath and the City of Fort Collins Pertaining to the Reconstruction of the Interchange at
Interstate Highway 25 and Prospect Road," attached as Exhibit "A" and incorporated herein
by reference (the "IGA"); and
WHEREAS,the City Council hereby finds that the IGA is necessary for the public's health;
safety and welfare and is in the best interests of the City and its residents, businesses and public
and private organizations.
NOW,THEREFORE,BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT
COLLINS 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 IGA is hereby approved and the Mayor is authorized to execute the
IGA in substantially the form attached hereto as Exhibit "A," together with such additional
terms and conditions as the City Manager, in consultation with the City Attorney, determines
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to be necessary and appropriate to protect the interests of the City or to effectuate the purposes
of this Resolution.
Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 21st
day of August, A.D. 2018.
Mayor
ATTEST:
FORT CO
SEAL
City Wk
COLORP�O
J
-3-
EXHIBIT A ,
INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF TIMNATH
AND THE CITY OF FORT COLLINS PERTAINING TO THE
RECONSTRUCTION OF THE INTERCHANGE AT IN]ERSIATEHIGHWAY 25
AND PROSPECT ROAD
THIS INTERGOVERNMENTAL AGREEMENT is made and entered into this
day of July 2018, (this"Agreement")by and between the Town of Timnath, a Colorado home
rule town, ("Timnath") and the City of Fort Collins, a Colorado home rule city, ("Fort Collins").
Timnath and Fort Collins shall hereafter be jointly referred to as "Parties" or individually as
az'h'•
RECITALS
WHEREAS, the interchange at Interstate Highway 25 and Prospect Road (the
"Interchange") is owned by the State of Colorado.(the "State") and operated and maintained
by the Colorado Department of Transportation ("CDOT"); and
WHEREAS, CDOT has notified Fort Collins it is planning a project to significantly
modify and improve the Interchange by reconstructing its ramps and bridge and by
reconstructing Prospect Road to a configuration with four through lanes,a raised median, left turn
lanes and pedestrian and bicycle facilities,with this work to include certain enhanced urban design
elements and expected to begin after' July 1, 2018 (the "Project"); and
WHEREAS, CDOT has estimated that the total cost of the Project will be
approximately $31 million, but it has indicated that it will only provide $12 million to fund
the Project, leaving a $19 million deficit(the"Deficit"); and
WHEREAS, CDOT has asked Fort Collins to participate in the Project by funding the
Deficit and, to memorialize Fort Collins' obligation to fund the Deficit, CDOT and Fort
Collins have entered into the "State of Colorado Amendment, Amendment #:1, Project #:
21506," which is attached as Exhibit "A" and incorporated herein (the "CDOT IGA"); and
WHEREAS, while the Interchange is within Fort Collins' boundaries and the Project
will provide significant transportation and 'economic benefits to Fort Collins and its residents,
others will experience significant direct benefits from the Project as well, including Timnath
and the five (5) private entities that own the parcels of real property located within Fort
Collins' boundaries that are adjacent to the four (4) corners of the Interchange (the "Property
Owners"); and
WHEREAS, the properties owned by the Property Owners located with the
boundaries of Fort Collins are legally described and depicted in Exhibit `1B" attached and
incorporated herein (the "Fort Collins Properties"); and
1
WHEREAS, Timnath will benefit from the Project because the Interchange serves as
a gateway into Timnath and the Project will benefit several privately-owned properties located
to the east of Interstate Highway 25 along and near Prospect Road now either in Timnath's
boundaries or in its growth management area to be annexed into Timnath when developed as
the Parties have agreed in their"Seventh Amendment to Intergovernmental Agreement"dated
October 28, 2014; and
WHEREAS, these privately-owned'properties are legally described and depicted in
Exhibit"C" attached and incorporated herein (the"Timnath Properties"); and
WHEREAS, Fort Collins has entered into the CDOT IGA and agreed to pay the
Deficit to CDOT with the understanding that Timnath and the Property Owners will share in
funding the Deficit; and
WHEREAS, Fort Collins has therefore asked Timnath, and Timnath has agreed, to
share in funding the Deficit by a reimbursing Fort Collins for $2.5 million of the Deficit, plus
an interest rate factor, to be paid in annual payments and fully amortized over a twenty (20)
year period("Timnath's Share"),thereby leaving a deficit of approximately$16.5 million plus
any Project cost overruns (the "Remaining Deficit"); and
WHEREAS, Fort Collins has also asked the Property Owners to share equally with it
in funding the Remaining Deficit; and
WHEREAS, Fort Collins and the Property Owners have agreed in a "Binding
Agreement Pertaining to Development of Interstate Highway 25 and Prospect Road," which
is attached as Exhibit "D" and incorporated herein, (the "Binding Agreement") to equally
share this Remaining Deficit by the Property Owners agreeing to reimburse the Fort Collins
over time their fifty-percent (50%) share, plus interest ("Owners' Share"); and
WHEREAS, as the Binding Agreement provides, the Owners' Share will be reduced
by a$500,000 credit the Property Owners will receive for the value of rights-of-way they will
dedicate to CDOT for the Project without receiving compensation (the "ROW Credit") and
for $700,000 representing one-half of the transportation capital expansion fees the Fort
Collins has available to contribute to the Project (the "TCEF Credit"); and
WHEREAS, Fort Collins and Timnath have agreed that the annual payments for
Timnath's Share will include an interest rate factor that will be determined based on the
interest rate factor that Fort Collins will incur in financing the Deficit less the ROW Credit
and the TCEF Credit ("Financed Deficit"), which Fort Collins currently anticipates funding
by issuing tax-exempt certificates of participation("COPs"); and
WHEREAS, this interest rate factor will be applied to Timnath's Share to calculate
Timnath's annual payments to be fully amortized over twenty(20)years as hereafter provided;
and
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WHEREAS, as further consideration for this Agreement, Fort Collins and Timnath
have also agreed to share in sales tax revenues collected by them from the Fort Collins
Properties and the Timnath Properties on the terms and conditions hereafter agreed.
NOW, THEREFORE, in consideration of the promises contained herein and other good
and valuable consideration, the receipt and adequacy of which the Parties hereby acknowledge,
the Parties agree as follows:
1. Timnath Share Obligation. Timnath agrees to pay Fort Collins the total principal
amount of two million five hundred thousand dollars ($2,500,000) payable in twenty (20) fully
amortized annual payments (the "Timnath Share"). These annual payments shall include interest
equal to the interest rate factor Fort Collins agrees to pay on the COP§it issues to fund its payment
of the Financed Deficit("COPs Interest Rate"). By way of example and not limitation, if the COPs
Interest Rate is 4.5%, Timnath's annual payments for the Timnath Share shall be $192,190.00.
2. Payment of Timnath Share and Interest Accrual Dates.Timnath's first payment
to Fort Collins for the Timnath Share under this Agreement shall be due and payable one (1) year
after the date Fort Collins closes on its COPs financing. The COPS Interest Rate shall begin to
accrue on the principal of the Timnath Share on the date Fort Collins closes on its COPS financing.
By way of example and not limitation, if Fort Collins closes on its COPS financing on October 15,
2018, Timnath's first payment for the Timnath Share shall be due on October 15, 2019, and the
COPS Interest Rate shall begin to accrue on the principal of the Timnath Share on October 15,
2018.
3. Sharing Sales Tax Revenues. Fort Collins and Timnatti agree to share the sales
tax revenues they collect in the future from the Fort Collins Properties and the Timnath Properties,
respectively, as provided in this Section 3.
This obligation to share collected sales tax revenues shall begin in the first calendar year
that the total gross taxable sales generated from the Timnath Properties is equal to or greater than
ten million dollars ($10,000,000). Timnath must provide Fort Collins with written notice when
this $10 million threshold amount has been reached. When this occurs, Timnath shall pay to Fort
Collins, on or before April 1 of the next calendar year, thirteen percent (13%) of the sales tax
revenues Timnath collects from the Timnath Properties that are attributable to its base sales tax
rate of three percent(3%) and Fort Collins shall pay to Timnath, on or before April 1 of that next
calendar year, thirteen percent(13%) of the sales tax revenues Fort Collins collects from the Fort
Collins Properties that are attributable to its base sales tax rate of two and one quarter percent
(2.25%). This sharing of sales tax revenues shall continue for each calendar year thereafter, even
if the gross taxable sales generated from the Timnath Properties falls below $10 million in any
subsequent year. In addition, the Parties' payments for each such calendar year shall continue to
be paid in arrears on or before April 1 of the succeeding calendar year.
By way of example and not limitation, if in 2025 the Timnath Properties generate for the
first time $10 million of gross taxable sales and the Fort Collins Properties generate $9 million of
gross taxable sales in that year, Timnath shall pay Fort Collins $39,000 by April 1, 2026,
representing 13%of Timnath's sales taxes revenues collected from the$10 million of gross taxable
sales at its 3% base sales tax rate, and Fort Collins shall pay Timnath $29,250 by April 1, 2026,
3
representing 13%of Fort Collins' sales tax revenues collected from the$9 million of gross taxable
sales at its 2.25%base sales tax rate.
This obligation to share sales tax revenues shall terminate in the year when the total net
sales tax revenues paid by Fort Collins to Timnath under this Section less the sales tax amounts
paid by Timnath to Fort Collins under the Section, equals$2.5 million plus the sum of all interest
payments made by Timnath under Section 1 above. However, even if Timnath.has not netted
shared sales tax revenues of at least $2.5 million plus the sum of all interest payments made by
Timnath under Section 1 above, this obligation shall nevertheless terminate after the Parties'
payments under this Section 3 have been made for the fifteenth calendar year following the first
calendar year for which payments were required. By way of example and not limitation, if 2025
is the first calendar year for which revenue sharing payments are required, this obligation to share
sales tax revenues shall terminate after the payments for the 2040 calendar year have been made.
4. Inspection and Audit of Records. The Parties shall each have the right, but not
the obligation,to inspect, audit and copy the tax records of the other Party concerning the sales tax
revenues collected from their respective properties. Accordingly, Fort Collins may inspect, audit
and copy Timnath's tax records for the Timnath Properties and Timnath may inspect, audit and
copy Fort Collins' tax records for the Fort Collins Properties. However, each-Party may redact
from their respective tax records being inspected,audited or copied by the other Party any taxpayer
identifying information which that Party reasonably believes must be kept confidential by that
Party's charter or code or by state law. In the event of any inadvertent disclosure of a taxpayer's
identity and corresponding tax information, the Party conducting the inspection or audit agrees to
keep that taxpayer's identity and tax information confidential.
5. TABOR. The Parties understand and acknowledge that they are subject to the
Colorado's Taxpayer's Bill of Rights in Article X, Section 20 of the Colorado Constitution
("TABOR"). Thus, the Parties do not intend to violate the terms and requirements of TABOR by
the execution of this Agreement. It is therefore understood and agreed that this Agreement does
not create for either Party a multi-fiscal year direct or indirect debt or obligation within the meaning
of TABOR. Consequently,all payment obligations in this Agreement are expressly dependent and
conditioned upon the continuing availability of properly and annually appropriated funds.
Therefore, all financial obligations in this Agreement are contingent upon funds for that purpose
being appropriated, budgeted, and otherwise made available in accordance with ordinances and
resolutions of the responsible Party and other applicable law.
6. Remedies Upon Default. Upon the failure of either Party to comply with any of
its obligations contained herein(a"Default"),the non-defaulting Party shall provide written notice
of the Default to the defaulting Party. Immediately upon receipt of such notice, the defaulting
Party shall promptly proceed to cure such Default within thirty (30) days, or if not susceptible of
cure within thirty (30) days, within such time as agreed upon by the non-defaulting Party for the
cure of such Default. If the defaulting Party fails to cure or remedy the Default within the time
period prescribed, the non-defaulting Party may proceed to protect and enforce any or all of its
rights and the obligations of the defaulting Party under this Agreement by suit in equity or action
at law, in a court of competent jurisdiction,whether for the specific performance of any covenants
or agreements contained in this Agreement or otherwise,or take any action authorized or permitted
under applicable law, and shall be entitled to require and enforce the performance of all acts and
4
things required to be performed hereunder by the other Party. Each and every remedy of either
Party shall, to the extent permitted by law, be cumulative and shall be in addition to any other
remedy given hereunder or now or hereafter existing at law or in equity. In addition to the
foregoing,if one Party fails for any reason,including non-appropriation of funds,to make its sales
tax revenue sharing payment for any calendar as required by Section 3 of this Agreement, but the
other Party makes its payment for that calendar year,the Party making its payment shall be entitled
to a complete refund of its payment from the Party failing to make its payment.
7. Amendments. This Agreement may only be amended, changed, modified or
altered in writing signed by both Parties.
8. Implementing Agreements and Further Assurances. The Parties agree to
execute such documents, and take such action, as will be reasonably requested by the other Party
to confirm or clarify the intent of the provisions hereof and.to effectuate the agreements herein
contained.
9. Term; Termination. This Agreement shall remain in force and effect until the
Timnath Share is paid in full to Fort Collins and the Parties' obligations to share sales tax revenues
have terminated as provided in Section 3 of this Agreement. In the event, however, Fort Collins
does not close on its COPS financing on or before December 31, 2019, this Agreement shall
terminate and both Parties shall be released all remaining obligations under this Agreement.
10. No Third-Party Beneficiaries.No term or provision of this Agreement is intended
to, or shall, be for the benefit of any person, entity, association or organization not a party hereto,
and no such other person,entity,association or organization shall have any right or cause of action
hereunder.
11. Jointly Drafted; Rules of Construction. The Parties agree that this Agreement
was jointly drafted and, therefore, waive the application of any law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will be construed
against the party drafting such agreement or document.
12. Notices. All notices,/certificates or other communications to be given hereunder
shall be sufficiently given and shall be deemed given when delivered or sent by certified mailed
(return receipt requested) or by overnight mail, postage prepaid, addressed as follows:
If to Timnath:
Town of Timnath
4800 Goodman
Timnath CO 80547
Attn` Town Manager
with a copy to:
White Bear Ankele Tanaka&Waldron
C/O Robert G. Rogers
748 Whalers Way, Suite 210
5
Fort Collins CO 80525
If to Fort Collins:
City of Fort Collins
300 Laporte Avenue
P.O. Box 580
Fort Collins, CO 80522-0580
Attn: City Manager
with a copy to:
City Attorney's Office
300 LaPorte Avenue
PO Box 580
Fort Collins, Colorado 80522
The Parties may, by written notice, designate any further or different addresses to which
subsequent notices, certificates or other communications shall be sent.
13. - Applicable Law and Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado and the venue for any judicial proceedings
related to this Agreement shall be in Larimer County District Court.
14. Section Headings. The captions or headings herein are for convenience or
reference only and shall in no way define or limit the scope or intent of any provision or section
of this Agreement.
15. Usage of Terms. When the context in which words are used herein indicates that
such is the intent, words in the singular number shall include the plural and vice versa. All
pronouns and any variations thereof shall be deemed to refer to all genders.
16. Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
IN WITNESS WHEREOF,the Parties have executed this Agreement as the date and year
first above written.
6
TOWN OF TIMNATH, COLORADO
BY:
Mayor
ATTEST:
Town Clerk
APPROVED AS TO FORM:
Town Attorney
CITY OF FORT COLLINS, COLORADO
BY:
Wade O. Troxell, Mayor
ATTEST:
City Clerk
Printed Name:
APPROVED AS TO FORM:
Deputy City Attorney
Printed Name:
7
EXHIBIT A
OIA 0: 331001577
Routing M 17-HA4-XC-00072-M00o2
STATE OF COLORADO AMENDMENT
Amendment#:1 Project#:21506
SIGNATUREAAND COVER PAGE
State Agency Amendment Routing Number
Department of Transportation,Colorado Bride Enterprise 17-HA4-XC-M72-M0002
Contractor. Original Agreement Routing Number
CITY OF FORT COLLINS 17-HA4-XC-00072
Agreement Maximum Agreement Performance Beginning Date
Amount N/A—Revenue Contract The later of the effective date or April 14,2017
Initial Agreement expiration date
13 2022
:::J
THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT
Each person signing this Amendment represents and warrants that he or she is duly authorized to execute this
Amendment and to bind the Party authorizing his or her signature.
CONTRACTOR STATE OF COLORADO
City of Fort Collins John W.H'ickenlooper,Governor
Department of Transportation
Br.
Name of Authorized Individual
Title: Joshua Laipply,P.E.,Chief Engineer
Official Title of the Authorized Individual (For): Shailen P.Bhatt,Executive Director
By
Signature Date:
Date:
STATE OF COLORADO
John W.Hickeotooper,Governor
Department of Transportation
Colorado Bridge Enterprise
By.Jerad Esquibel,PX
(For): Shailen P.BMA Director
Date:
In accordance with§24-30-202 C.R.S.,this Contract is not valid until signed and dated below by the State
Controller or an authorized delegate.
STATE OF COLORADO
STATE CONTROLLER
Robert Jaros,CPA,MBA,JD
By: N/A
Office of the State Controller,Controller Delegate
Printed name of signatory
Date:
Pegs 1 of2
EXHIBIT A
OIA p: 331001577
Raudag R:17-HA4-X600072-M0002
1) PARTIES
Amendment(the"Contract")is entered into by and between the Contractor,CITY OF FORT COLLINS(hereinafter
called"Contractor')and the State of Colorado,for the use and benefit of the Department of Transportation and
the Colorado Bridge Enterprise(hereinafter collectively called"State").
2) TERMINOLOGY
Except as specifically modified by this Amendment,all terms used in this Amendment that are defined in the
Agreement shall be conshved and interpreted in accordance with the Agreement.
3) EFFECTIVE DATE AND ENFORCEABILITY
A. Amendment Effective Date
This Amendment shall not be valid or enforceable until the Amendment Effective Date shown on the Signature
and Cover Page for this Amendment.The State shall not be bound by any provision of this Amendment before i
that Amendment Effective Date,and shall have no obligation to pay Contractor for any Work performed or
expense incurred under this Amendment either before or after of the Amendment term shown in¢3.B of this
Amendment
l B. Amendment Term
The Parties'respective performances under this Amendment and the changes to the Agreement contained herein
shall commence on the Amendment Effective Date shown on the Signature and Cover Page for this Amendment
and shall terminate on the termination of the Agreement.
4) PURPOSE
A. The Parties entered into the Agreement for Local Agency making fimds available for improvements to
North Interstate-25,Project SH 402-SH 14(21506).
B. The Parties now desire to delete Exhibit A in its entirety. This will be replaced with Exhibit A-1 with an
updated CITY OF FORT COLLINS not to exceed reimbursement amount
5) MODIFICATIONS
FirbibIt A—Scope of Work
Exhibit A—Scope of Work is removed and replaced in its entirety with Exhibit A-1 attached hereto and
incorporated herein by reference.Upon execution of this Amendment,all references in the Agreement to
Exlubit A will be replaced with Exhibit A-1.
6) LIMITS OF EFFECT
This Amendment is incorporated by reference into the Agreement,and the Agreement and all prior amendments
or other modifications to the Agreement,if any,remain in full force and effect except as specifically modified
in this Amendment Except for the Special Provisions contained in the Agreement,in the event of any conflict,
inconsistency,variance,or contradiction between the provisions of this Amendment and any of the provisions
of the Agreement or any prior modification to the Agreement,the provisions of this Amendment shall in all
respects supersede,govern,and control. The provisions of this Amendment shall only supersede,govern,and
control over the Special Provisions contained in the Agreement to the extent that this Amendment specifically
modifies those Special Provisions.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
Plr2of2
EXHIBIT A
North 1-25
Fort Collins-$12M Contribution for Interchange;$SM Contribution for the urban design elements
(aesthetic landscape enhancements)for the interchange($17M Total Contribution)
Scope of Work
Reconstruct the existing diamond interchange at 1-25 and Prospect Road,including reconstruction of the
ramps,bridge,and Prospect Road. Prospect Road will be reconstructed to a configuration with four
through lanes,with a raised median,left turn lanes,and pedestrian and bicycle facilities.Work is
expected to start on the Interchange after July 1,2018.
Urban design elements to be included in the North 1-25 Project are per the°COOT Project'column in the
table below.
DESCRIPTIONITEM DCITY/TOWN
PROJECT PROJECT
:BRIDGE;ENFIANCEfMENM '� K Sfs ' x: a=� t5 a y� f*fi w $ ,n
- - k..Tr-�, ;iyir ..�.la...:....+t�... t. ..S...a� i?�` _.l..�i�� _.r '- 4_.c i•V`,.;`
Structural Concrete Stain on Bridge Curb,Girders,MSE Wails X
Upgraded Pedestrian Rail on Bridge X
Median&Pork Chop Island Cover Material(Color Concrete) X
Irrigation Sleeves and Pull Boxes X
GORE`AREASAND:RAFAPS.'"`,1
Earthwork/Import(related to Landscape/Urban Design) X
Stone Outcrops(including design,mock ups,installation X
Boulders X
Cobble Swales X
Landscape Design X
Soil Conditioning X
Fine Grading X
Turf Reinforcement Mat X X
Seed X X
Boulders X
Landscaping(Trees,Shrubs,Ornamental Grasses,Perennials,Mulch,etc) X
Irrigation Design X
Irrigation Tap,Meter&Backflow X
Irrigation Sleeves X
Irrigation System X
PROSPECT—ROAD,OKOSPECT-ROADLV 2.
Prospect Rd. Median-Perforated Pipe Underdrain X
_Prospect Rd.Median-Membrane X
Prospect Rd.Median—Rock Filter Material X
Prospect Rd.Median-Topsoil X
Prospect Rd.Median—Double Curb X
Electrical conduit for City Street Lights X
Electrical controls and service for City Street Lights X
EXHIBIT A
City Street lights/Electrical x
Landscape Design x
Soil Conditioning x
Fine Grading x
Seed X X
Turf Reinforcement Mat x X
Boulders x
Trees,Shrubs,Ornamental Grasses&Perennials,Mulch,etc X
Irrigation Design X
Irrigation Tap,Meter&Backflow x
Irrigation Sleeves x
Irrigation Sleeves x
Monument Si -Fort Collins x
Monument Sign-Tlmnath x
Technical Requirements:
Design:
-COOT shall consult with the Local Agency throughout the preparation of the Plans and submit to the
Local Agency for its review the proposed Plans prior to CDO7's acceptance of Release for Construction
Plans.The Local Agency must provide comments on the proposed Plans within 10 calendar days after
the proposed Plans are referred to it.COOT will require the Design Build Contractor to address all issues
Identified by the Local Agency provided those issues are not in conformance with the Contract
Documents.
-The Local Agency shall waive all review fees for design.
-The Local Agency shall not require additional design reviews beyond those required by the contract.
Construction:
The Local Agency shall waive all permit fees for street use permits.
The Local Agency requires that Infrastructure that becomes City of Fort Collins inventory follow
inspection requirements per LCUASS Standards.
-The Local Agency requires that Infrastructure within City of fort Collins Right-of-Way be follow final
acceptance requirements per LCUASS Standards.
-COOT shall consult with the Local Agency for its review of traffic control plans related to road closures.
-The Local Agency requires 7 calendar days of advance notification for road closures.
1
Nona tntentab>u Phase t Project
Fundin Table/Payment schedule for gfron
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EXHIBIT B
FORT COWNS/h25 INTERCHANGE CORNER.LLC —Waal Description
WEST PARCEL
Lou Two(2)through Five(5)Inclusive,Block One(1),Lot 1 and Lot 2,Block 2,Boxelder Estates Second Filing and a
parcel of land all located In section Sixteen(16),Township Seven North(T.7N.),Range Sixty-eight West(R.68W.),
Sixth Principal Meridian(6th P.M.),City of Fort Collins,County of Latimer,State of Colorado and being more
particularly described as follows: ,
COMMENCING at the South Quarter Comer(Si/4)of said Section 16 and assuming the south One of the Southeast
Quarter(SEl/4)of said Section 16 as bearing South 8838'38'East,being a Grid Bearing of the Colorado State Plane
Coordinate System,North Zone,North American Datum 1983/92,a distance of 2642.32 feet with all other bearings
contained herein relative thereto:
THENCE North 00'05'S8"West along the West line of said SE1/4,said line being the West line of said Boxelder
Estates Second Filing a distance of 360.01 feet to the Northwest corner of said Lot 1,Block 1 and the POINT OF
BEGINNING;
THENCE continuing North 00'05'S8'West along said West line of said SE1/4 a distance of 736.49 feet to the
Northeast corner of a parcel of land described in Larimer County Records under Reception No.95076406,
THENCE North 88`3747'West along the North line of said parcel a distance of 315.26 feet to the Southeast corner
of a parcel of land described in Larimer County Records under Reception No.20140007506;
THENCE North 25'38'27"West along the East line of said parcel a distance of 264.37 feet to the Southeast corner
of a parcel of land described In Latimer County Records under Reception No.93054775;
THENCE along said parcel the following three courses and distances:
THENCE North 00'D4'59"West a distance of 1649.54 feet;
THENCE North 89'55'O1'East a distance of 200.00 feet;
THENCE North 00'04'59'West a distance of 216.34 feet to a point on the South line of a parcel of land described in
Larimer County Records under Reception No.133800200;
THENCE South 83-46'07'East along said South line a distance of 232.09 feet to the Southeast corner of said parcel,
said point also being on the East line of Sunrise Estates extended;
THENCE North 00'09'08'West along said East line a distance of 1117.52 feet to a point on the South line of
Crossroads East Business Center;
THENCE along said South line the following five courses and distance:
THENCE South 26003'51"East a distance of 448.11 feet;
THENCE South 49'12'58"East a distance of 1510.22 Net
THENCE South 24'38'28'East a distance of 195.19 feet;
THENCE South 58'21'28'East a distance of 132.96 feet to the Southeast comer of said Crossroads East Business
Center;
THENCE North W05'58"West along the East line of said Crossroads East Business Center a distance of 33.04 feet
to a point on the South line of Smithfield Subdivision;
THENCE along said south line the following four courses and distances:
THENCE South 65'38'51'East a distance of 353.30 feet;
THENCE South 79'38'51'East a distance of 300.00 feet;
THENCE North 56'51'09"East a distance of 197.00 feet;
THENCE North 68051'09"East a distance of 141.86 feet to a point on the West line of Interstate Highway 25;
THENCE along said West line the following two courses and distances:
• THENCE South 00606'04`E a distance of 601.01 feet;
THENCE South O1*41'O8'W a distance of 408.31 feet to the North line of Interstate Land PUD First Filing;
EXHIBIT B
THENCE along said Interstate Land PUD First Filing the following two courses and distances:
THENCE North 76.43'38'West a distance of 300.61 feet;
THENCE South 11'30'44'West a distance of 629.05 feet to the west line of Interstate Highway 25 Frontage Road;
THENCE along said Interstate Highway 25 Frontage Road the following six courses and distances:
THENCE South 85'19'O1'West a distance of 289.72 feet;
THENCE South 81044'11'West a distance of 157.09 feet to a point on a curve,said curve being non-tangent to
aforesaid fine;
THENCE along the Arc of a Curve concave to the Northwest a distance of 493.65 feet,whose Delta is 62'57'260
,
whose Radius is 449.26 feet and whose long chord bears South 43'20'16'West a distance of 469.19 feet;
THENCE South 04°S6'21'West along a line being non-tangent to aforesaid curve a distance of 157.09 feet;.
THENCE South 01'21'31'West a distance of 455.56 feet;
THENCE South 46'21'35'West a distance of 141A2 feet to the North Right of Way of Prospect Avenue;
THENCE North 88038'38'West along said North Right of Way a distance of 194.96 feet to the Southeast corner of
said Lot 3,Block 2;
THENCE along said Lot 3,Block 2 the following three courses and distances:
THENCE North 01020'56'East a distance of 270.01 feet;
THENCE North 88'39'04"West a distance of 290.40 feet;
THENCE South 01'20'S6'West a distance of 269.97 feet to the North Right of Way of Prospect Avenue;
THENCE North 88'38'38"West a distance of 95.05 feet to the East Right of way of Boxelder Drive said point being
a Point of Curvature(PC);
THENCE along said Boxelder Drive the following five courses and distances:.
THENCE along the Arc of a Curve concave to the Northeast a distance of 23.56 feet,whose Delta Is 89.42'350,
whose Radius is 15.00 feet and whose Long Chord bears North 43031'S2"West a distance of 21.11 feet to a Point
of Tangency(PT);
THENCE North 01020'S64 East a distance of 314.95 feet;
THENCE North 88'39'04"West a distance of 60.00 feet to the East line of Lot 5,Block i of said Boxelder Estates
Second Fling;
THENCE along said Boxelder Estate Second Fling the following three courses and distances:
THENCE South 01'20'56"West a distance of 314.95 feet to PC;
THENCE along the arc of a curve that Is concave to the Northwest a distance of 23.61 feet,whose Delta is
90°09'21',whose Radius is 15.00 feet and whose Long Chord bears South 46'25'45'West a distance of 21.24 feet
to a PT,said point being on the North line of said Prospect Avenue;
THENCE North 88'383S"West a distance of 330.68 feet to the East line of said Lot 1,Block 1
THENCE North 00 06'04"West along said East line a distance of 330.01 feet to the Northeast corner of said Lot 1,
Block 1;
THENCE North 88'39'04"West along the North line of said Lot 1, Block 1 a distance of 120.13 feet to the POINT OF
BEGINNING.
EAST PARCEL
A parcel of land located in the Southeast Quarter(SEi/4)of Section Sixteen(16),Township Seven North(T.7N.),
Range Sixty-eight West(R.68W.),Sixth Principal Meridian(6th P.M.),City of Fort Collins,County of Larimer,State
of Colorado and being more particularly described as follows:
COMMENCING at the Southeast comer of said Section 16 and assuming the South line of the Southeast Quarter
(SE3/4)of said Section 16 as bearing South 8838'38"East,being a Grid Bearing of the Colorado State Plane
Coordinate System,North Zone,North American Datum 1993/92,a distance of 2642.32 feet with all other bearings
contained herein relative thereto:
EXHIBIT 8
THENCE North 88'38'38"West along said South line a distance of 1I42.00 feet;
THENCE North 01021'22'West a distance of 30.00 feet to a point on the East line of Interstate Highway 25
Frontage Road and to the POINT OF BEGINNING:
THENCE along said East line the following eight courses and distances:
THENCE North 43038'25'West a distance of 141.39 feet,
THENCE North 01'21'31'East a distance of 45557 feet;
THENCE North 04046'04'East a distance of 142.46 feet to a point on a curve,said curve being non-tangent to
aforesaid line;
THENCE along the Arc of a Curve tangent to the Southeast a distance of 405.75 feet,whose Delta is 62'57'26",
whose Radius is 369.26 feet and whose Long Chord bears North 43'20'16"East a distance of 385.64 feet;
THENCE North 81'54'28'East along a line being non-tangent to aforesaid curve a distance of 142.46 feet;
THENCE North 85618'51'East a distance of 289.72 feet;
THENCE North 81'44'12'East a distance of 157.09 feet to a point on a curve,said curve being non-tangent to
aforesaid fine;
THENCE along the Arc of a Curve concave to the Northwest a distance of 220.16 feet,whose Delta Is 28'04'380,
whose Radius is 449.26 feet and whose Long Chord bears North 60'46'41"East a distance of 217.96 feet;
THENCE North 89'54'36'East a distance of 79.52 feet to the West Right of Way of Interstate Highway 25;
THENCE along said West Right of Way the following five courses and distances:
THENCE South 00906'04"East a distance of 379.24 feet;
I THENCE South 10'16V3'West a distance of 201.18 feet;
= THENCE South 26030'01'West a distance of 560.45 feet;
THENCE South 600Sl'SS"West a distance of 99.98 feet;
THENCE North 88'35'20'West a distance of 203.23 feet to the fast line of a parcel of land described in Larimer
County Records under Reception No.20110081250;
THENCE along the East and North sides of said parcel the following two courses and distances:
THENCE North 00'05'08'West a distance of 158.22 feet;
THENCE North 88'38'38"West a distance of 410.00 feet to the Northwest corner of a parcel of land described in
Larimer County Records under Reception No.20080007886;
THENCE South 00'OS'08'East a distance of 199.99 feet to the North Right of Way of Prospect Avenue;
THENCE North 88'38'38"West along said North line a distance of 59.24 feet to the POINT OF BEGINNING.
EXCEPING FROM ALL OF THE FOREGOING THE FOLLOWING REAL PROPERTY LOCATED IN THE CITY OF FORT
COLLINS,LARIMER COUNTY,COLORADO:
A TRACT OF LAND LOCATED IN SECTION 16, TOWNSHIP 7 NORTH,RANGE 68
WEST OF THE 6TH P.M.,CITY OF FORT COLLINS, COUNTY OF LARIMER,STATE OF
COLORADO,AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
CONSIDERING THE WEST LINE OF THE SOUTHEAST QUARTER OF SECTION 16 AS
BEARING NORTH 00*11'16"EAST AND WITH ALL BEARINGS CONTAINED HEREIN .
RELATIVE THERETO;COMMENCING AT THE SOUTH QUARTER CORNER OF
SECTION 16;THENCE ALONG THE WEST LINE OF THE SOUTHEAST QUARTER OF
SECTION 16,NORTH 00"11'16" EAST,360.01 FEET TO THE POINT OF BEGINNING;
THENCE, NORTH 00"11'16" EAST, 776.89 FEET;THENCE, NORTH 90`00'00" EAST,
835.33 FEET;THENCE, SOUTH 48'21'44" EAST,446.92 FEET;THENCE,SOUTH
58°32'55"WEST, 129.64 FEET;THENCE,SOUTH 24'25'35" WEST,303.45 FEET;
EXHIBIT B
THENCE,SOUTH 00"SO'59"WEST,222.69 FEET,THENCE,NORTH 88°2l'SW
WEST,290.40 FEET;THENCE,SOUTH 01-38'10'WEST,240.47 FEET;THENCE,
NORTH 88°21'25'WEST, 110.00 FEET;THENCE, NORTH 01'38'10'E,300.46
FEET;THENCE,NORTH 88"21'50'WEST,60.00 FEET;THENCE,SOUTH 01638'10'
WEST,302.45 FEET;THENCE, NORTH 88'21'25'WEST,346A2 FEET;THENCE, .
NORTH 00'il'10'EAST,302.51 FEET;THENCE,NORTH 88'21'50'WEST,120.13
FEETTO THE POINT OF BEGINNING
l
FORT COLLLINSII-25 INTERCHANGE
CORNER,LLC
MAP OF PROPERTY i\Joaav
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EXCLUDED TRACT
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EXHIBIT B
Exhibit KB"
GAPA Parcel
I
i
1
EXHIBIT B
GATEWAY AT PROSPECT APARTMENTS,LLC—LEGALDESCRIPTION
The following real property located in the County of Larimer and State of Colorado:
A TRACT OF LAND LOCATED IN SECTION 16,TOWNSHIP 7 NORTH,RANGE 68
WEST OF THE 6TH P.M.,CITY OF FORT COLLINS,COUNTY OF LARIMER,STATE OF
COLORADO,AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
CONSIDERING THE WEST LINE OF THE SOUTHEAST QUARTER OF SECTION 16 AS
BEARING NORTH 00'11'16" EAST AND WITH ALL BEARINGS CONTAINED HEREIN
RELATIVE THERETO;COMMENCING AT THE SOUTH QUARTER CORNER OF
SECTION 16;THENCE ALONG THE WEST LINE OF THE SOUTHEAST QUARTER OF
SECTION 16,NORTH 00'11116"EAST,360.01 FEETTO THE POINT OF BEGINNING;
THENCE, NORTH 00'11'16'EAST, 776.89 FEET;THENCE,NORTH 90'00'00'EAST,
835.33 FEET;THENCE,SOUTH 48'21'44"EAST,446.92 FEET;THENCE,SOUTH
58'32'55'WEST, 129.64 FEET;THENCE,SOUTH 24'25'35"WEST,303.45 FEET;
THENCE, SOUTH 00'50'S9"WEST, 222.69 FEET;THENCE,NORTH 88'21'S0"
WEST, 290.40 FEET;THENCE,SOUTH 01'38'10'WEST,240.47 FEET;THENCE,
NORTH 88'21'25-WEST, 110.00 FEET;THENCE, NORTH 01.38'lw E,300.46
FEET;THENCE,NORTH 88'21'50'WEST,60.00 FEET;THENCE,SOUTH 01'38'10"
WEST,302.45 FEET;THENCE, NORTH 88'21'25"WEST,346.42 FEET;THENCE,
NORTH 00"11'10"EAST, 302.51 FEET;THENCE, NORTH 88'21'50"WEST, 120.13
FEET TO THE POINT OF BEGINNING
GATEWAY AT PROSPECT APARTMENTS,
LLC
MAP OF PROPERTY
EXHIBIT
A TRACT OF LAND LOCATED IN THE SOUTHEAST QUARTER OF SECTION 16,TOWNSHIP 7 NORTH, RANGE 68 WEST OF
THE 6th P.M.,CITY OF FORT COLLINS,COUNTY OF LARIMER, STATE OF COLORADO
NW*WOO'E 835.33' y+
LINE TABLE LINE TABLE
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COMMENCEMENT � �� m Exrsrs:;nu: 1 6KA . 700 IL
SOUTH I COFVJeR x
SECTION 16Ty"39w
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EXHIBIT B
Exhibit"C"
LAAM Owners Parcels
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EXHIBIT B
EXHIBIT A
LEGAL DESCRIPTION
PARCEL 1:(NORTHWEST PARCEL)
A PARCEL OF LAND BEING PART OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 7
NORTH,RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF LARRAER, STATE OF
COLORADO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTH QUARTER CORNER OF SAID SECTION 15 AND ASSUMING THE SOUTH
LINE OF THE SOUTHEAST QUARTER OF'SAID SECTION 15 AS BEARING SOUTH 89 DEGREES 56
MINUTES 23 SECONDS EAST, AS DETERMINED BY A GPS OBSERVATION A DISTANCE OF 2639.04
FEET WITH ALL OTHER BEARINGS CONTAINED HEREIN RELATIVE THERETO;
THENCE NORTH 00 DEGREES 09 MINUTES 39 SECONDS EAST ALONG THE-EAST LINE OF SAID
SOUTHWEST QUARTER A DISTANCE OF 1332.46 FEET TO THE SOUTHEAST CORNER OF THE NORTH
HALF OF THE SOUTHWEST QUARTER OF SAID SECTION IS,SAID POINT BEING THE TRUE POINT OF
BEGINNING.
THENCE NORTH 89 DEGREES 47 MINUTES 03 SECONDS WEST ALONG THE SOUTH LINE OF SAID
NORTH HALF SOUTHWEST QUARTER A DISTANCE OF 637.70 FEET;THENCE SOUTH 00 DEGREES 03
MINUTES 22 SECONDS WEST A DISTANCE OF 804.25 FEET TO THE NORTHERLY LINE OF THAT
PARCEL OF LAND AS DESCRIBED IN THAT DEED AS RECORDED NOVEMBER 30, 1972 IN BOOK 1531
ON PAGE 759 OF THE RECORDS OF THE LARIMER COUNTY CLERK AND RECORDER(LCCR);
THENCE ALONG SAID NORTHERLY LINE BY,THE FOLLOWING FIVE(5)COURSES AND DISTANCES;
THENCE NORTH 54 DEGREES 55 MINUTES 30 SECONDS WEST (REC. SOUTH 55 DEGREES 01
MINUTES EAST) A DISTANCE OF 474.72 FEET; THENCE NORTH 76 DEGREES 16 MINUTES 30
SECONDS WEST(REC.SOUTH 76 DEGREES 22 MINUTES EAST)A DISTANCE OF 163.85 FEET;
THENCE NORTH 84 DEGREES 56 MINUTES 30 SECONDS WEST(REC.85 DEGREES 02 MINUTES EAST)
A DISTANCE OF 548.82 FEET;
THENCE NORTH 67 DEGREES 49 MINUTES 30 SECONDS WEST(REC.67 DEGREES 55 MINUTES EAST)
A DISTANCE OF $9.13 FEET; THENCE NORTH 54 DEGREES 45 MINUTES 30 SECONDS WEST(REC.
SOUTH 54 DEGREES 51 MINUTES EAST) A DISTANCE OF 949.54 FEET TO THE EASTERLY LINE OF
THAT PARCEL OF LAND AS DESCRIBED IN THAT DEED AS RECORDED JULY 31, 1947 IN BOOK 838
ON PAGE 175 OF THE RECORDS OF THE LCCR;
THENCE ALONG THE EASTERLY LINE OF THE AFORESAID PARCEL OF LAND BY THE FOLLOWING
TWO(2)COURSES AND DISTANCES;
THENCE NORTH 00 DEGREES 14 MINUTES 26 SECONDS EAST(REC.NORTH 0 DEGREES 13 MINUTES
EAST)A DISTANCE OF 1151.18 FEET,
THENCE NORTH 09 DEGREES 23 MINUTES 57 SECONDS WEST A DISTANCE OF 59.72 FEET(REC,
NORTH 9 DEGREES 15 MINUTES WEST, 60.8 FEET) TO THE NORTH LINE OF SAID SOUTHWEST
QUARTER. FROM SAID POINT THE WEST QUARTER CORNER OF SAID SECTION'l5 BEARS NORTH 89
DEGREES 35 MINUTES 57 SECONDS WEST A DISTANCE OF 45.00 FEET(REC.NORTH 89 DEGREES 27
MINUTES WEST, 45.0 FEET); THENCE SOUTH 89 DEGREES 35 MINUTES 57 SECONDS EAST ALONG,
SAID NORTH LINE A DISTANCE OF 2598.20 FEET TO THE CENTER QUARTER CORNER OF SAID
SECTION 15;THENCE SOUTH 00 DEGREES 08 MINUTES 25 SECONDS WEST ALONG THE EAST LINE
EXHIBIT B
r
OF SAID NORTH HALF SOUTHWEST QUARTER A DISTANCE OF 1331.29 FEET TO THE TRUE POINT
OF BEGINNING,COUNTY OF LARIMM STATE OF COLORADO.
PARCEL II:(CENTER PARCEL)
A PARCEL OF LAND BEING A PART OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 7
NORTH,RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF LARIMER, STATE OF
COLORADO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTH QUARTER CORNER OF SAID SECTION 15 AND ASSUMING THE SOUTH
LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 15 AS BEARING SOUTH 89 DEGREES 56
MINUTES 23 SECONDS EAST, AS DETERMINED BY GPS OBSERVATION, A DISTANCE OF 2638.04
FEET WITH ALL OTHER BEARINGS CONTAINED HEREIN RELATIVE THERETO;
THENCE NORTH 89 DEGREES 56 MINUTES 38 SECONDS WEST ALONG THE SOUTH LINE OF SAID
SOUTHWEST QUARTER A DISTANCE OF 635.26 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING NORTH 89 DEGREES 56 MINUTES 38 SECONDS WEST ALONG SAID SOUTH
LINE A DISTANCE OF 61525 FEET TO THE SOUTHEAST CORNER OF THAT PARCEL OF LAND
DESCRIBED IN THAT SPECIAL WARRANTY DEED AS RECORDED DECEMBER 12, 1998 AT
RECEPTION NO. 88039158 OF THE RECORDS OF THE LARIMER COUNTY CLERK AND RECORDER
(LCCR). FROM SAID POINT THE SOUTHWEST CORNER OF SAID SECTION 15 BEARS NORTH 89
DEGREES 56 MINUTES 38 SECONDS WEST A DISTANCE OF 1396.88 FEET(REC.NORTH 89 DEGREES
47 MINUTES 48 SECONDS WEST, 1396.83 FEET);
THENCE ALONG THE EASTERLY AND NORTHERLY LINES OF THE AFORESAID PARCEL OF LAND
BY THE FOLLOWING TEN (10) COURSES AND DISTANCES; THENCE NORTH 00 DEGREES 03
MINUTES 22 SECONDS EAST A DISTANCE OF 30.14 FEET(REC.SOUTH 00 DEGREES 02 MINUTES 12
SECONDS WEST, 30.00 FEET); THENCE NORTH 46 DEGREES 03 MINUTES 57 SECONDS WEST A
DISTANCE OF 144.25 FEET(REC. SOUTH 46 DEGREES 10 MINUTES 18 SECONDS EAST, 144.50 FEETr
THENCE NORTH 03 DEGREES 42 MINUTES 35 SECONDS WEST A DISTANCE OF 88.18 FEET (REC,
SOUTH 03 DEGREES 32 MINUTES 38 SECONDS EAST, 88.12 FEET)TO THE BEGINNING POINT(BP)OF
A CURVE.THE AFORESAID LINE BEING NON-TANGENT TO SAID CURVE;THENCE ALONG THE ARC
OF A CURVE WHICH IS CONCAVE TO THE SOUTHWEST A DISTANCE OF 420.69 FEET, WHOSE
RADIUS IS 449.26 FEET,WHOSE DELTA IS 53 DEGREES 39 MINUTES 09 SECONDS,AND WHOSE LONG
CHORD BEARS NORTH 37 DEGREES 18 MINUTES 04 SECONDS WEST A DISTANCE OF 405.49 FEET TO
THE END POINT(EP) OF SAID CURVE (REC. ARC AS 420.93 FEET, RADIUS AS 44926 FEET, LONG
CHORD AS SOUTH 37 DEGREES 17 MINUTES 58 EAST,405.63 FEET-TANGENT CURVE);
THENCE NORTH 71 DEGREES 01 MINUTES 26 SECONDS WEST ALONG A LINE NON-TANGENT TO
THE AFORESAID CURVE A DISTANCE OF 157.06 FEET (REC. SOUTH 71 DEGREES 03 MINUTES )9
SECONDS EAST, 157.09 FEET);
THENCE NORTH 74 DEGREES 37 MINUTES 05 SECONDS WEST A DISTANCE OF 494.34 FEET(REC,
SOUTH 74 DEGREES 38 MINUTES 09 SECONDS EAST,494.43 FEET); THENCE NORTH 71 DEGREES 13
MINUTES 15 SECONDS WEST A DISTANCE OF 142.50 FEET(REC.SOUTH 71 DEGREES 13 MINUTES 36
SECONDS EAST, 142.46 FEET)TO THE BP OF A CURVE.THE AFORESAID LINE BEING NON-TANGENT
TO SAID CURVE;THENCE ALONG THE ARC OF A CURVE WHICH IS CONCAVE TO THE NORTHEAST
A DISTANCE OF 347.08 FEET, WHOSE RADIUS IS 369.26 FEET, WHOSE DELTA IS 53 DEGREES 51
MINUTES 16 SECONDS, AND WHOSE LONG CHORD BEARS NORTH 37 DEGREES 12 MINUTES 05
SECONDS WEST A DISTANCE OF 334.44 FEET (REC. ARC AS 347.06 FEET, RADIUS AS 449,26 FEET,
LONG CHORD AS SOUTH 37 DEGREES 12 MINUTES 34 SECONDS EAST, 334.43 FEET - TANGENT
CURVE);
EXHIBIT B
THENCE NORTH 00 DEGREES 13 MINUTES 24 SECONDS EAST ALONG A LAZE NON-TANGENT TO
THE AFORESAID CURVE A DISTANCE OF 359.23 FEET WC. SOUTH 00 DEGREES 13 MINUT$S oo
SECONDS WEST,359.17 FEET);
THENCE NORTH 54 DEGREES 47 MINUTES 20 SECONDS WEST A DISTANCE OF 24.25 FEET (REC.
SOUTH 54 DEGREES 51 MINUTES 00 SECONDS EAST,24.37 FEET)TO THE EASTERLY LINE OF THAT
PARCEL OF LAND DESCRIBED IN WARRANTY DEED AS RECORDED NLY 31, 19471N BOOK 838 ON
PAGE 175 OF THE RECORDS OF THE LCCR;
THENCE NORTH 00 DEGREES 14 MINUTES 26 SECONDS EAST(REC.NORTH 0 DEGREES 13 MINUTES
EAST)ALONG SAID EAST LINE ALONG DISTANCE OF 1.15 FEET TO THE SOUTHERLY LINE OF THAT
PARCEL OF LAND AS DESCRIBED IN THAT DEED RECORDED NOVEMBER 30,1972 IN BOOK 1531 ON
PAGE 759 OF THE RECORDS OF LARIMER COUNTY CLERK AND RECORDED (LCCR); THENCE
ALONG SAID SOUTHERLY LINE BY THE FOLLOWING FIVE(5)COURSES AND DISTANCES;THENCE
SOUTH 54 DEGREES 45 MINUTES 30 SECONDS EAST(REC.SOUTH 54 DEGREES 51 MINUTES EAST)A
DISTANCE OF 920.25 FEET; THENCE SOUTH 67 DEGREES 49 MINUTES 30 SECONDS EAST (REC,
SOUTH 67 DEGREES 55 MINUTES EAST)A DISTANCE OF 101.33 FEET;THENCE SOUTH 84 DEGREES
56 MINUTES 30 SECONDS EAST(REC.SOUTH 85 DEGREES 02 MINUTES EAST)A DISTANCE OF 552.56
FEET;
THENCE SOUTH 76 DEGREES 16 MINUTES 30 SECONDS EAST(REC.SOUTH 76 DEGREES 22 MINUTES
EAST)A DISTANCE OF 150.63 FEET; THENCE SOUTH 54 DEGREES 55 MINUTES 30 SECONDS EAST
(REC. SOUTH 55 DEGREES 01 MINUTES EAST) A DISTANCE OF 500.33 FEET; THENCE SOUTH 00
DEGREES 03 MINUTES 22 SECONDS WEST A DISTANCE OF 468.93 FEET TO THE TRUE POINT OF
BEGINNING,COUNTY OF LARIMER,STATE OF COLORADO.
PARCEL III(SOUTHWEST PARCEL)
A PARCEL OF LAND BEING A PART OF THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 7
NORTH, RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF LARIMER, STATE OF
COLORADO AND BEING ALL THAT PART OF SAID SOUTHWEST QUARTER LYING BETWEEN THAT
PARCEL OF LAND AS DESCRIBED IN THAT SPECIAL WARRANTY DEED AS RECORDED DECEMBER
12, 1988 AT RECEPTION NO. 88059159 OF THE RECORDS OF THE LARIMER COUNTY CLERK AND
RECORDED(LCCR)AND DESCRIBED IN THAT SPECIAL WARRANTY DEED AS RECORDED MARCH 5,
1964 IN BOOK 1239 ON PAGE 491 OF THE RECORDS OF THE LCCR AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;
BEGINNING AT THE SOUTH QUARTER CORNER OF SAID SECTION 15 AND ASSUMING THE SOUTH
LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 15 AS BEARING SOUTH 89 DEGREES 56
MINUTES 23 SECONDS EAST A DISTANCE OF 2638.04 FEET WITH ALL OTHER BEARINGS
CONTAINED HEREIN RELATNE THERETO:
THENCE NORTH 89 DEGREES 56 MINUTES 38 SECONDS WEST ALONG THE SOUTH LINE OF SAID
SOUTHWEST QUARTER A DISTANCE OF 1530.49 FEET TO THE SOUTHWEST CORNER OF THAT
PARCEL OF LAND AS DESCRIBED IN THAT SPECIAL WARRANTY DEED AS RECORDED DECEMBER
12, 1988 AT RECEPTION NO. 88059158 OF THE RECORDS OF THE LCCR. SAID POINT BEING THE
TRUE POINT OF BEGINNING. FROM SAID POINT THE SOUTHWEST CORNER OF SAID SEC71ON 15
BEARS NORTH 89 DEGREES 56 MINUTES 38 SECONDS WEST A DISTANCE OF 1116.99 FEET (REC.
NORTH 89 DEGREES 57 MINUTES 48 SECONDS WEST, 1116.83 FEET);
THENCE CONTINUING NORTH 89 DEGREES 56 MINUTES 38 SECONDS WEST ALONG SAID SOUTH
LINE A DISTANCE OF 286.70 FEET TO THE SOUTHWEST CORNER OF THAT PARCEL OF LAND AS
DESCRIBED IN THAT SPECIAL WARRANTY DEED AS RECORDED MARCH 5, 1964 IN BOOK 1739ON
PAGE 491 OF THE RECORDS OF THE LCCR. FROM SAID POINT THE SOUTHWEST CORNER OF SAID
SECTION 15 BEARS NORTH 89 DEGREES 56 MINUTES 38 SECONDS WEST A DISTANCE OF 830.19
FEET(REC. SOUTH 99 DEGREES 58 MINUTES WEST, 828.0 FEET); THENCE ALONG THE EASTERLY
EXHIBIT B
AND NORTHERLY LINE OF THE AFORESAID PARCEL OF LAND BY THE FOLLOWING FIVE (5)
COURSES AND DISTANCES; THENCE NORTH 00 DEGREES 03 MINUTES 22 SECONDS EAST A
DISTANCE OF 30.25 FEET(REC. SOUTH 0 DEGREES 02 MINUTES EAST,30.0 FEET);THENCE NORTH
65 DEGREES 47 MINUTES 58 SECONDS WEST A DISTANCE OF 112.37 FEET(REC.SOUTH 65 DEGREES
40 MINUTES 30 SECONDS EAST, 109.7 FEET),THENCE SOUTH 89 DEGREES 57 MQNUTES 38 SECONDS
WEST A DISTANCE OF 299.87 FEET (REC. NORTH 89 DEGREES 58 MINUTES EAST, 300.0 FEET);
THENCE NORTH 57 DEGREES IS MINUTES 47 SECONDS WEST A DISTANCE OF 106.29 FEET (REC.
SOUTH 57 DEGREES 20 MINUTES EAST, 106.3 FEET); THENCE NORTH 26 DEGREES 20 MINUTES 46
SECONDS WEST(REC.SOUTH 26 DEGREES 21 MINUTES EAST)A DISTANCE OF 458.91 FEET TO THE
SOUTHWEST CORNER OF THAT PARCEL OF LAND DESCRIBED AS DESCRIBED IN THAT SPECIAL
WARRANTY DEED AS RECORDED DECEMBER 12, 19U AT RECEPTION NO. 88059158 OF THE
RECORDS OF THE LCCR; THENCE ALONG THE SOUTHWESTERLY AND WESTERLY LINE OF THE
AFORESAID PARCEL OF LAND BY THE FOLLOWING TEN(10)COURSES AND DISTANCES; THENCE
NORTH I 1 DEGREES 15 MINUTES 16 SECONDS WEST A DISTANCE OF 200.00 FEET(REC. SOUTH I
DEGREES 21 MINUTES 00 SECONDS EAST, 200 FEET);THENCE NORTH 78 DEGREES 47 MINUTES 06
SECONDS EAST A DISTANCE OF 63.20 FEET(REC. SOUTH 78 DEGREES 39 MINUTES 00 SECONDS
WEST,63.21 FEET)TO A POINT ON A CURVE(POP.THE AFORESAID LINE BEING NON-TANGENT TO
SAID CURVE;THENCE ALONG THE ARC OF A CURVE WHICH IS CONCAVE TO THE NORTHEAST A
DISTANCE OF 105.75 FEET, WHOSE RADIUS IS 449.26 FEET, WHOSE DELTA IS 13 DEGREES 29
MINUTES 11 SECONDS, AND WHOSE LONG CHORD BEARS SOUTH 57 DEGREES 20 MINUTES 38
SECONDS EAST A DISTANCE OF 105.50 FEET TO THE END POINT(EP)OF SAID CURVE(REC. ARC
105.71 FEET, RADIUS 1S 449.26 FEET, LONG CHORD BEARS NORTH 57 DEGREES 23 MINUTES 41
SECONDS WEST, 105.47 FEET - TANGENT CURVE); THENCE SOUTH 71 DEGREES 07 MINUTES 20
SECONDS EAST ALONG A LINE NON-TANGENT TO AFORESAID CURVE A DISTANCE OF 157.11 FEET
(REC. NORTH 71 DEGREES 03 MINUTES 19 SECONDS WEST, 157.09 FEET); THENCE SOUTH 74
DEGREES 36 MINUTES 31 SECONDS EAST A DISTANCE OF 494.39 FEET(REC.NORTH 74 DEGREES 38
MINUTES 09 SECONDS WEST,494.43 FEET); THENCE SOUTH 71 DEGREES I 1 MINUTES 43 SECONDS
EAST A DISTANCE OF 142.46 FEET(REC.NORTH 71 DEGREES 13 MINUTES 36 SECONDS WEST, 142.46
FEET)TO THE BEGINNING POINT(BP)OF A CURVE. THE AFORESAID LINE BEING NON-TANGENT
TO SAID CURVE;THENCE ALONG THE ARC OF A CURVE WHICH IS CONCAVE TO THE SOUTHWEST
A DISTANCE OF 345.90 FEET, WHOSE RADIUS IS 369.26 FEET, WHOSE DELTA IS 53 DEGREES 40
MINUTES 15 SECONDS, AND WHOSE LONG CHORD BEARS SOUTH 37 DEGREES 16 MINUTES 05
SECONDS EAST A DISTANCE OF 333.39 FEET TO THE EP OF THE SAID CURVE(REC.ARC 345.90 FEET,
RADIUS IS 369.26 FEET,LONG CHORD BEARS NORTH 37 DEGREES 17 MINUTES 58 SECONDS WEST
333.39 FEET-TANGENT CURVE);
THENCE SOUTH 03 DEGREES 28 MINUTES 31 SECONDS EAST ALONG A LINE NON-TANGENT TO THE
AFORESAID CURVE A DISTANCE OF 73.50 FEET(REC.NORTH 03 DEGREES 22 MINUTES 20 SECONDS
WEST,73.50 FEET);
THENCE SOUTH 43 DEGREES 58 MINUTES 46 SECONDS WEST A DISTANCE OF 138.50 FEET(REC.
NORTH 43 DEGREES 50 MINUTES 15 SECONDS EAST, 138.55 FEET);THENCE SOUTH 00 DEGREES 03
MINUTES 22 SECONDS WEST A DISTANCE OF 30.14 FEET(REC.NORTH 0 DEGREES 02 MINUTES 12
SECONDS EAST,30.00 FEET)TO THE TRUE POINT OF BEGINNING,COUNTY OF LARIMER,STATE OF
COLORADO.
EXHIBIT B
LRAM PARCELS
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a PARCEL PARL.L[.NO 877• 500fi010
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EXHIBIT B
Exhibit"D"
Paradigm Parcels
EXHIBIT B
EXHIBIT D-1
PARCELS 2 AND 3 FROM LEGAL DESCRIPTION IN TITLE COMMITMENT
597—FO531420-383—TOW DATED OCTOBER 5, 2015
(PARADIGM PARCELS)
PARCEL 2:
A TRACT OF LAND LOCATED IN THE NW X OF SECTION 22, TOWNSHIP 7 NORTH, RANGE 68
WEST OF THE 6TH P.M., CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
CONSIDERING THE NORTH LINE OF SAID NW X AS BEARING S 89'59'00"E AND WITH ALL
BEARINGS CONTAINED HEREIN RELATIVE THERETO, IS CONTAINED WITHIN THE BOUNDARY LINES
WHICH BEGIN AT A POINT ON THE NORTH LINE OF THE SAID NW1/4 WHICH BEARS S89'59'E,
1199.65 FEET FROM THE NW CORNER OF SAID SECTION 22, AND RUN THENCE S89'591E 118.59
FEET ALONG THE SAID NORTH LINE; THENCE SOUTH 77.95 FEET; THENCE S89'59'E 27.06 FEET;
THENCE S15016'W 1035.05 FEET ALONG THE CENTERLINE OF THE SAND DIKE DITCH; THENCE
WEST 971.76 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF INTERSTATE
HIGHWAY NO. 25; THENCE ALONG SAID EASTERLY RIGHT OF WAY N06'13'E 211.40 FEET, AND
AGAIN N18'21'30"E 458.46 FEET; THENCE S89'59'E 810.90 FEET; THENCE N15'36'E 447.99 FEET
TO THE POINT OF BEGINNING, EXCEPTING THEREFROM ANY PORTION CONVEYED TO THE
COLORADO STATE DEPARTMENT OF HIGHWAYS BY INSTRUMENTS RECORDED MAY 23, 1947 IN
BOOK 833 AT PAGE 522 AND MAY 23, 1988 AT RECEPTION NO. 88023148, AND ALSO EXCEPT
THAT PORTION CONVEYED IN THE WARRANTY DEED RECORDED JANUARY 3, 2005 AT RECEPTION
NO. 20050000154. COUNTY OF LARIMER, STATE OF COLORADO.
PARCEL 3:
A TRACT OF LAND LOCATED IN THE NW % OF SECTION 22. TOWNSHIP 7 NORTH, RANGE 68
WEST OF THE 6TH P.M., CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
CONSIDERING THE NORTH LINE OF SAID NW 34 AS BEARING S 89'59'00'E AND WITH ALL
BEARINGS CONTAINED HEREIN RELATIVE THERETO, IS CONTAINED WITHIN THE BOUNDARY LINES
WHICH BEGIN AT A POINT WHICH BEARS N89159'W 1446.03 FEET FROM THE NORTH % CORNER
OF SAID SECTION. 22 AND RUN THENCE N89'59'W 371.65 FEET; THENCE S00'01W 30 FEET TO A
POINT ON THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE NO 25; THENCE S65'471W
109.70 FEET ALONG SAID RIGHT OF WAY LINE; THENCE N89'59'W 300 FEET ALONG SAID RIGHT
OF WAY LINE; THENCE S52'25'W 70.10 FEET ALONG SAID RIGHT OF WAY LINE; THENCE S18'21'W
330.54 FEET ALONG SAID RIGHT OF WAY LINE: THENCE: S89'59'E 810.90 FEET; THENCE N15'36'E
447.99 FEET TO THE POINT OF BEGINNING, COUNTY OF LARIMER, STATE OF COLORADO,
Paradigm Properties, LLC Project:2276.00XHSheet:
C®F F Drawing:EXHIBIT
SEC.22,T7N,R68W,6TH P.M. Drafted By: RR 1
ENGINEERING&SURVEYING FORT COLLINS,LARIMER COUNTY, Date: 01/09/18 1
4045 SL Cloud orke.suite 180 COLORADO Rev.Date: -
Loveland.00 80538 Check By:TC 2[P]9 70-622-2095 I FI 9 70 46 1-44 69
EXHIBIT D-2
PARCELS 2 AND 3 (PARADIGM PARCELS)
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Paradion Properties, LLC
SEC.22,T7N.R68W,6TH P.M,
PIT
FORT COMNS,LARRVIER COUNTY.
COLOR.ADO
EXHIBIT B
Exhibit"E"
CSURF Parcels
EXHIBIT B
NORTHERN 1
ENGINEERING
DESCRIPTION: CSURF PARCEL
A Tract of land located in Section 21, and Section 22, Township 7 North, Range 68 West of the
Sixth Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being more
particularly described as follows:
Considering the South line of the Southwest Quarter of said Section 21 as bearing South 89"01,
48" East, and with all bearing contained herein relative thereto:
Commencing at the Northeast Corner of said Section 21;thence, North 880 38'29"West,
1241.97 feet; thence, South 01"21'31"West, 30.00 feet to the POINT OF BEGINNING, said
point being the Northeast corner of an Easement granted to the State Department of Highways as
recorded at Reception No.88026808 of the Larimer County Clerk and Recorder; thence, South 440
05,25"West along the Southeasterly line of said Easement, Recorded at 88026808, 37.44 feet to
the Southerly line of a parcel of land described at Reception No. 20060041498 of the Larimer
County Clerk and Recorders; thence, South 880 38'29" East along said Southerly line and the
Easterly prolongation thereof, 346.55 feet to the Westerly line of a parcel of land described within
Exhibit "A"at Book 1992, Page 280 of the Larimer County Clerk and Recorder; thence, South 619
58' 19" East along said Westerly line, 35.56 feet to the Northerly line of said parcel described
within Book 1992, Page 280; thence, North 89° 50'02" East along said Northerly line, 13.83 feet
to the Westerly line of a parcel of land described at Book 1234, Page 241 of the Larimer County
Clerk and Recorder; thence, South 640 24' 59" East along said Westerly line, 4.65 feet to the
Southerly line of a parcel of land described within said Book 1234, Page 241, said Southerly line
being parallel with and 75.00 feet Southerly of, as measured at a right angle to the North line of
the Northeast Quarter of said Section 21; thence, South 88°38' 29" East along said Southerly line,
300.00 feet to the Westerly Right-of-Way line of Interstate Highway No. 1-25; thence, along the
Westerly Right-of-Way lines of Interstate Highway No. 1-25 the following 9 courses and distances:
South 500 23' 59" East, 72.51 feet; thence, South 180 02'31" East, 798.28 feet; thence, South
06°22'28" East, 704.20 feet; thence, South 000 05' 56" East, 53.90 feet; thence along a curve
concave to the east having a central angle of 06"33' 06" with a radius of 11583.00 feet, an arc
length of 1324.50 feet and the chord of which bears South 030 24' 23" East, 1323.78 feet;
thence, South 05°48' 32"West, 417.50 feet; thence along a curve concave to the east having a
central angle of 03°00' 00"with a radius of 11680.00 feet, an arc length of 611.57 feet and the
chord of which bears South 100 09'58" East, 611.50 feet; thence, South 256 42' 58" East,
425.50 feet;thence, South 120 55' 58" East, 968.64 feet to the South line of the Southwest
Quarter of said Section 22;thence, South 890 43' 29" West along the South line of the Southwest
Quarter of said Section 22, 344.34 feet to the Southeast comer of said Section 21; thence, North
890 01'48"West along the South line of the Southeast Quarter of said Section 22, 713.93 feet;
thence parallel with and 20 feet Westerly of the centerline of an existing access road the following
15 courses and distances:thence, Noith 300 07' 30"West, 653.11 feet; thence along a curve
concave to the northeast having a central angle of 27° 35' 32"with a radius of 424.29 feet, an arc
length of 204.33 feet and the chord of which bears North 16' 19' 44" West,202.36 feet; thence,
r � ,
Page 14 3
FORT COLLINS: 301 North Howes Street, Suite 100, 80521 1970.221.4158
GREELEY. 820 8" Street, 80631 1 970.395.9880 1 WEB: www.northernengineering.com
EXHIBIT B
North 020 31' 58"West, 432.64 feet; thence, North 000 56' 51"West, 512.69 feet;thence,
North 22°22'44"West, 121.69 feet;thence, North 03°04' 28"West, 129.58 feet;thence along
a curve concave to the southwest having a central angle of 420 50' 08"with a radius of 157.27
feet, an arc length of 117.58 feet and the chord of which bears North 240 29' 32" West, 114.86
feet;thence, North 45" 54'36"West, 71.28 feet; thence along a curve concave to the east having
a central angle of 30°41' 12" with a radius of 330.34 feet, an arc length of 176.92 feet and the
chord of which bears North 30°34'00"West, 174.82 feet; thence, North 150 13'24"West,
100.27 feet.,thence along a curve concave to the southwest having a central angle of 20"34' 23"
with a radius of 289.75 feet, an arc length of 104.04 feet and the chord of which bears North 259
30' 36"West, 103.48 feet; thence, North 35'47' 47 West, 144.89 feet;thence along a curve
concave to the northeast having a central angle of 370 10' 11"with a radius of 364.63 feet, an arc
length of 236.55 feet and the chord of which bears North 17' 12'42"West,232.42 feet; thence,
North 01"22'24"East, 921.36 feet; thence along a curve concave to the southeast having a
central angle of 17°07' 56"with a radius of 707.08 feet, an arc length of 211.43 feet and the
chord of which bears North 09" 56' 22" East, 210.64 feet;thence, North 89'40' 07" East, 6.45
feet to the Southerly prolongation of the Westerly line of said Easement, Recorded at Reception No.
88026808; thence, North 17"24' 16" East along said Southerly prolongation and also along the
Westerly line of said Easement, Recorded at Reception No. 88026808, 673.89 feet; thence along
the Westerly and Northerly lines of that Easement granted to the State Department of Highways at
Reception No. 88026808 of the Larimer County Clerk and Recorders the following 5 courses:
thence along a curve concave to the east having a central angle of 400 05' 20"with a radius of
532.96 feet, an arc length of 372.90 feet and the chord of which hears North 020 38'24"West,
365.34 feet; thence, North 220 41' 04"West, 110.41 feet; thence along a curve concave to the
northeast having a central angle of 150 37'22"with a radius of 612.96 feet, an arc length of
167.14 feet and the chord of which bears North 14' 52' 23" West, 166.62 feet; thence, North 45"
28'31"West, 146.18 feet to a line being 30.00 feet Southerly, as measured at a right angle, of
the North line of the Northeast Quarter of said Section 21;thence, South 880 38'29" East along a
line parallel with and 30.00 feet Southerly of, as measured at a night angle to the North line of the
Northeast Quarter of said Section 21, 280.00 feet to the POINT OF BEGINNING.
The above described Tracts of land contains 6204458 square feet or 142.43 acres more or less
and is subject to all easements and rights-of-way now on record or existing.
January 15,2018
CNS
D:\Projects\232-043\Dwg\Exhibits\Metro District\232-043_Dverall Boundary.docx
Page 2 of 3
EXHIBIT B
PROSPECT ROAD
NORTH QUAR R CORNER-.
SECTION 21-T7 SSW 7', NORTHEAST CORNER
I SECTION 21-T7N-RBBW
04
f�L 80'PERMANENT ESMT.{
REC.No.$8025808 W I
I
W PERMANENTESMi.
REC.No.8W26808 {
{ I
CSURF PARCEL I
{ 6,204,458 sq.ft. ,
{ 142.43 ac I
9 I
I CENTER QUARTER CORNER t I EAST QUARTER CORNER
SECTION 21-77N-R68W \ f I SECTION 21-T7N-R68W
I \ 1
{
1
I ' I
1 , I
I
{
I I
1 t
SOUTH QUARTER CORNER {I ! [n
SECTION 21-T7"68W { .
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� I
WO r m
$W 1 FAST CORNER (IN FEET)
SECTION 21-T7N-R68W ,loco=soo a
glf]I�Iq,
NORTHERN CSURF-METROPOLITAN PROJECT AREA BOUNDARY
MAP
ENGINEERING DISTRICTS 1 - 7 -
snowdm
FORT COLLINS E=M
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a ! 1 I a. �j. i� Number
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EXHIBIT C
AREA 1
1. PROSPECT PROPERTY LLC (.50)
DINGS ANN M LIVING TRUST(.50)
A trad of load dtr;me is f6e NW U4 of Sxdoa ZZ„Towns*7 Nonk Rap 6B Wed ofthe 6%
P.M.wtiah am"*the lfm*line ofthe acid NW 1114 as ba ft U9.598 sad arm wi
bwbW contoined be1n1611,rd9l"*KCWy is o nifteW wkhle*e balitidary!foes wltieb b*n st a
poiet ols the of-alias of the S=d D&e Dh&wbkh bears S89.5981313.24 fbo�and sg>t6
South 77'.9S feat.sad tII�IIt S89•s9'B Z7.06 alotdag�imi Sl�'1t3iW 1Q3SAS feat 8vm the
Nmhwest Codas+'of atdd SaWea 23,and rum fly S1 S°I6 VN 351.38 hd t kmS the aml alias
afthe Sand DOw Dit*-,theasoe West 916.17 Runt to aPdat on theEuterly right afwsyliw of
Iveraft Wvbv►ay No.25;them NMV 13%340.99 fleet 41M ad Easterly ASS of way
sham East 97t.76£ea to the POW OF 8FG1AIIGNa
Couaty ofLaVilaw
State of c4kndo
2. MAXEY-URBEN-MAXEY LLC
A tract of land situate in the Northwest''/.of Section 22,Township 7 Noah,Range 68 West of the Sixth P.M.,Latimer
County,Colorado,which considering the North line of said Northwest%.as bearing S 89159'E.and with all bearings
contained herein relative thereto,is contained within the boundary lines which begin at a point on the ceaterline of the Sand
Dike Ditch which bears S 89*59'E. 1318.24 feet,and again South 77.95 feet,and again S.89*59'E 27.06 feet,and again S
15*16'W 1386.43 feet from the Northwest corner of said Section 22,and run thence S 15*16'W 377.29 feet along the
centerline of the Sand Dike Ditch;thence West 830.81 feet to a point on the Easterly right of way line of Interstate
Highway No.25;thence along said Easterly right of way line along the arc of a 11,333.00 foot radius curve to the right a
distance of 159.57 feet, the long chord of which bears N 00°57'22"West 159.55,feel,and again N 00016'E.53.90 feet,and
again N 06°13'E 151.41 feet;thence East 916.17 feet to the Point of Beginning.
County of Latimer,
State of Colorado.
3. COMMERCIAL NET LEASE REALTY INC
NATIONAL RETAIL PROPERTIES INC
A Tract Of Land Situated In The Northwest 1/4 Of Section 22, Township 7 North, Range 68
West Of The 6th Principal Meridian,Latimer County,Colorado,Which Considering The North
Line Of Said Northwest 114 As Bearing South 89 Degrees 59 Minutes East, And With All
Bearings Contained Herein,Relative Thereto,And More Particularly Described As Follows:
Beginning At A Point On The Centerline Of Sand Dike Ditch Which Bears South 89 Degrees 59
Minutes East 1318.24 Feet, And Again South 77.95 Feet, And Again South 89 Degrees 59
Minutes East 27.06 Feet,And Again South 15 Degrees 16 Minutes West 1763.72 Feet From The
Northwest Comer Of Said Section 22 And Run Thence South 15 Degrees 16 Minutes West
287.00 Feet Along Said Centerline;Thence West 745.28 Feet To A Point On The Easterly Right
Of Way Line Of Interstate Highway 25;Thence Along Said Easterly Right Of Way Line Along
The Are Of A 11,333,00 Foot Radius Curve To The Right A Distance Of 277.07 Feet,The Long
Chord Of Which Bears North 02 Degrees 03 Minutes 37 Seconds West 277.04 Feet;Thence East
830.81 Feet To The Point Of Beginning,County Of
Latimer,State Of Colorado.
EXHIBIT C
4. ABC LAND CORPORATION LLC
A tract of teed shuate in the Northwest Y.Of Section A Township 7 Nortb,Range 68 West of the a P.M,
i.arimer County,Colorado,which eowiderwl;the North line of said Northwest Vas beets N 89°99'West a0d AM
all beariugs conufto&buvio rehdvv thereto,b can taLOW within the boundary duce which begin at a paint as the
tenteriioe of the Sand Dike Ditch which bears Al W-9P West 1327.44 feet,and again South 77."t6K and godo S
89OW Bast 27.06 feet,and again S 15616'West 2011.72&et ftm the North'A corner Of aped Section 22 and ran
thence West 74d,28 feat to the East 1111ft ofiaterdate Highway No.25:thooce aim acid/.•E�A+�.0 l/i.n/,e on the art ors 11.333
foot radio cumto the k!t a dMM"of 54M feet,the long chord of whk h bean S Q3W09"East 548M fat to a
point on the centerline of the Sand Dike Ditch;thence abrngsaid wriertoze,N 54419'East 838.08 feet,and again along
said eenterlia Oa the arc of a 71.20 foot radii=carve t0 the kft a dktanee 0f 4M feet,the lass Chord of which hens
N 34147130"East 47.59 feat,and again along said eentcrline N 15916'East 20.70 feet to the point of begianieg.
5. VAN DYK/VOS LLC
PARCEL I
A part of the Southwest 2/4 of Section 22, Township 7 North, Range 68 West
of the sizth You., County of Larlmer, Heats of Colorado, lying seat of
Iaterstate highway No. 28 and the Bast 16.50 feet of the Northwest 1/4 of
said section 32 which is ail more particularly described as considering the
crest line of the said Soatbweat 2/4 as bearing N 00'166000 B and with all
bearings contained heroin relative thereto is coatained within the bouudarp
lines which begin at the seater 1/4 corner of said Section 22 and sun
thence S 000151300 'W 1254,16 feet along the' East lino of the said
Southwest 1/4s thence W 899366410 N 1179.41 Feed thence N 00M15038n R
1257.41 feet to a point on the north line of the said Southwest 1/4s thence
S 99047.126 R 1162.90 feet along the said North lines thence N 00021248' B
2639.44 Cast along the trust line of the Raat 16.50 feet of the said
Nortinreet 1/4 to a point on the North line of the said northwest 1/4s
theme 8 89'S1•12■ B 16.S0 fact to the North 1/4 corner of said section 22s
thence a 00021048■ W 2639.46 feet along the Rut line of said Northwest 1/4
to the point of beginning, County of Lorimar, State of Colorado.
(street Rddresse 2100 southeast Frontage stead, port Collins, Colorado)
PARCEL ZI
K"-tvact of load situate in the Ml/4 of section 22, Township 7 Worth,
Range 68 best Of the 6th P.16., County of &primer, State of Colorado, which
e:easider"t the nest line of the said Saes/4 u bearing N 00016100s B and
with all bearings contained herein relative thereto is contained within the
boundary lines which begin at a point on the Bast line Of the said ttitl/4
which bears 8 00'3S'38' We 12S4.16 feet from the cantor 1/4 corner of said
section 22 and run thence 8 000150380 N, 1390.61 feet alanB the said East
Line to the 81/4 corner of said section 221 thence N. 89'56441■ W,
2047.49 feet along the South line of said ma14 to a point on the easterly
line of interstate Highway No 2Sr thence along the said easterly line
N i2034.00' w, 1025.05 feat and again N 00-44,000 R, 416.30 lest and again
along. the arc of a 11240,00 loot radius curve to the right a distance of
588.59 feet, the ions chord of which bears N 090680200 ice, 588,S1 feet and
again N 20148830" W, 397.40 feet and again along the are of a 11375.00 foot
radius carve to the right a distance of 285.47 foot, the long chord of
which bears N OS037101' W, 283.46 feat to a point on the North line of the
said etel/4s thence 8 99•47,120 R, 1367.17 feet along the said North lines
thaws 8 00925038' W. 1297.41 fasts thence s 89056F41' E, 1179.41 Lest to
the point of begimsin , County of bariner, state of Colorado.
(Vacant land, no street address assigned)
TOCMTHM WITH all rights, title, and interest of sailer in and to
one-half (2/2) share of the capital stock of The Lake Canal Company,
four (4) shares of the Cepital' stoek of The sand Dike Ditch CoMany,
one (1) City of Greeley water tap, and two (2) irrigation wells
known as the MCL&Ughlin (fells bearing Permit No. 11423 and
No. 11424.
EXHIBIT C
6. J-B INVESTMENTS INC
A TRACT or LAND BITUATB IN THE MW L/4 OF SECTION 22, TONNSHIF 7 NORTH, RAN" 48
WEST OF THE GTH P.M., mucig CONSIDERING; TUB NORTE Lus OF SAin NCO 1/4 AS
9BARING NORTH 89 D2098E5 59 MINUTES WEST AND WITH ALL BEARINGS CONTAINED RSRSIN
RELATIVE THERETOo ANN MORE PARTICULARLY DSSCRIBBD AS POLLOWSi
BEGIN AT A POINT`ON THE NORTH LINE OF SAID NN 1/4 WHICH BEARS NORTH 89 VNMR868
59 KnWBS WEST 1217.31 PEST FROM TUB NORTH 1/4 CORNER OF SAID SBCIZON 22, AND
RUN THENCE SOUTH 15 DEGREES 35 HIM WEST 070.76 FBBTD TBSNCS SOUTH 86
DEGREES O6 MINUTES EAST 7X3.1.2 FEET TO A POINT ON THE CENTRRLINS OF A LATERAL
IRRIGATION DITCHI THENCE ALONG THE CENTERLZNE OF am LATERAL IRRIGATION DITCH
ON THE POLLOWINO HEARINGS AND DLSTAN=t SOUTH 22 DEGREES 15 MINUTES 15 SOCbNbS
WEST 100.26 FEET AND AGAIN SOUTH 07 DEGRRSS 14 HINU793 WEST 27.30 FBST, AM
AGAIN SOUTH 09 DEGREES 23 MZNGM BAST 47.01 PEST, AND AGAIN SOUTH 01 DEGREES
06 MTlfl1TLS EAST 191.16 FEET, AND AGAIN SOUTH 13 DRO RIS 04 KtUM90 BAST 317.S8
FBST, AND AGAIN SOUTH 23 b2GRZZS 39 MINUTES EAST 79.SS FEET, AND AGAIN SOUTH 39
DEGREES 20 MINUTES 30 BE ''ICS BAST 117.3; FIRST, AND AGAIN SOUTH 00 DEGREES 08
MIr=99 NUT 118.41 BEST, AND AGAIN SOUTH 09 DEGREES 36 MINUTES 45 S®XDntDS BAST
142.29 FEET, AND AGAIN SOUTH 34 DEGREES 16 HrRUTES RUT 106.43 FEET, AND AGAIN
SOUTH 17 DEGREES 14 MINUTES BUT 104.80 FEET, AM AGAIN SOUTH 23 DEGREES 26
MINUTES EAST 205.51 PERT, AND AGAIN SOUTH 19 DEGREES 35 MINUT39 BAST 135.85
FEET, AND AGAIN SOL"M 34 DEORBBS 22 MINUTES EAST 85.66 FEET, AND MAIN 900" 4S
020MRS 50 MINUTES BAST 79.8S FEET, AIM AGAIN SO"M 24 DEGREES 44 M331UTBS 30
SECONDS EAST 1S.66 FEET (16.45 FEET DEEDED) TO A POINT ON THE SOUTH LINE OP
SAID NORTHWEST 1/4; THENCE ALONO SAID SOUTH LINE NORTH 89 DEGREES SS MI140T88 S9
SECONDS WEST 2299.69 FEET (N 89 DBGRBFS 59' 006 M, 2296.00 FRET DEEDED) TO A
POINT ON TUB BAST RIGHT-OP-OMY LINE OF INTERSTATE HIGHWAY NO. 251 TRENCH ALONG
SAID EAST RIGHT-OP-WAY LINE ON THE ARC" OF AN 11,333.00 FOOT RADIUS CURVE TO TAB
RIGHT A DISTANCE OF 34.68 FEET, THE LONG Cl[ORD OF WRICK BEARS NORTH 04 DEGREES
46 MINUTES WEST 34.60 FEET TO A POINT ON •THE CENTERLINE OF TUB SAND DIKE DITCHs
TH83= ALONG THU C NTERLINS OF SAID SAND DUE DITCH NORTH 54 DEGREES 19 MINUTES
EAST 036.09 PEST, AND AGAIN ALONG THE CENTERLINE OF THE SAM DIRE DZTCK ON TER
ARC OP A 71.20 FOOT RADIUS CURVE 7b THE LEFT A DISTANCE OF 48.53 FEET, TUB LONG
CHORD OP WHICH BEARS NORTH 14 DMZ33 47 KZNUT88 30 SECONDS BAST 47.59 FEET,
AND AGAIN ALONC THU CENTBRf.r OF THE SAND DIKE DITCH OIORTH 1S DBGR$28 16
MINUTES BAST 2071,42 FEET; THENCE NORTH 89 DEGREES 59 MINUTES WEST 27.06 FSST;
THRHCE NORTH 77.95 FEET TO THE NORTH 61M OF SAID NW 1/4; THENCE ALONG SAID
NORTH LINB SOUTH 89 DEGREES 59 MINUTES EAST 110.13 FEET TO INS POINT OF
BEOSlDOINO.
COUNTY OF LARIMEN, STATE OF COLORADO
7. MEADOWS AT PROSPECT ROAD LLC
A TRACT OF LAND SITUATE IN THE NORTH WEST ONE-QUARTER OF SECTION 22, TOWNSHIP 7
NORTH, RANGE 68 WEST OF THE 6TH P.M., COUNTY OF LARIMBR, STATE OF COLORADO,
WHICH CONSIDERING THE NORTH LINE OF SAID NORTH WEST ONE-QUARTER AS BEARING DUE
WEST AND WITH ALL BEARINGS CONTAINED HEREIN RELATIVE THERETO IS CONTAINED
WITHIN THE BOUNDARY LINES WHICH BEGIN AT A POINT WHICH BEARS WEST 1217.31 FRET
AND AGAIN S 15 DEGREES IS' W 503.92 FEET FROM THE NORTH QUARTER CORNER OF SAID
SECTION 22 AND RUN THENCE 8 86 DEGREES 07' E 696.00 FEET TO A POINT ON SHE
CENTER LINE OF THE EXISTING IRRIGATION LATERAL DITCH; THENCE ALONG SAID CENTER
LINE 8 03 DEGREES 09' 2 181.95 FEET AND AGAIN 8 32 DEGREES 40' W 112.23 PERT;
EXHIBIT C
AND AGAIN S 21 DEGREES 31' W 84.22 FEET; THENCE N 86 DEGREES 07' W 713.12
FEET; THENCE N 15 DEGREES 331 E 366.84 FEET ALONG A LINE 50 FEET EASTERLY OF
AND PARALLEL TO THE EASTERLY HANK OF THE SAND DIKE DITCH TO TEE POINT OF
BEGINNING,
8. MEADOWS AT'PROSPECT ROAD LLC
A TRACT OF LAND SITUATE IN THE NORTH WEST ONE-QUARTER OF SECTION 22, TOWNSHIP 7
NORTH, RANGE 68 WEST OF THE STU P.M., COUNTY OF LARIMER, STATE OF COLORADO,
WHICH CONSIDERING THE NORTH.LINE OF SAID NORTH WBST. ONE-QUARTBR .AS BEARING DUE
WEST AND WITH ALL BEARINGS CONTAINED HEREIN RELATIVE THERETO IS CONTAINED
WITHIN THE BOUNDARY LINES WHICH BEGIN AT A POINT WHICH BEARS WEST 1107 .79 FEET
FROM THE NORTH QUARTER CORNER OF SAID SECTION 22 AND RUN THENCE SOUTH 30.00
FEET TO A POINT ON THE CENTER LINE OF THE LAKE CANAL; THENCE ALONG SAID CENTER
LINE ON THE FOLLOWING COURSES AND DISTANCES: S 22 DEGREES 006 300 E 67.31
FEET; AND AGAIN S 34 DEGREES 59' E 67.20 PERT; AND AGAIN S St DEGREES 08' E
148.40 FEET; AND AGAIN S 45 DEGREES 35' 8 258.76 FEET; AND AGAIN S 51 DEGREES
49' 300 8 98.71 FEET TO A POINT ON THE CENTER LINE OF AN IRRIGATION LATERAL
DITCH; THENCE 8 03 DEGREES 09' E 56.10 FEET; THENCE N 86 DEGREES 07' it 696.00
FEET; THENCE N 15 DEGREES 35' 8 503.92 FEET ALONG A LINE PARALLEL TO AND 50
FEET EASTERLY OF THE EASTERLY BANK OF THE SAND DIKE DITCH; THENCE EAST 109.52
FEET TO THE POINT OF BEGINNING;
9. BEKIAN FAMILY TRUST
A tract of land situate in the Northwest Quarter of Section 22,
Township 7 North, Range 68 west of the 6th P. M., which considering the
North line of said Northwest Quarter as bearing due West and with all
bearings contained herein relative thereto is contained within the
boundary lines which begin at a point which bears West 916.02 feet from
the North Quarter corner of said Section 22 and
run thence west 191.77 feet;
thence South 30.00 feet to a point on the center line of the Lake
Canal;
thence along said center line on the following courses and distances:
South 22 degrees 00 minutes 30 seconds East 67.31 feet;
and again South 34 degrees 59 minutes East 67.20 feet; ,
and again South 54 degrees 08 minutes East 148 .40 feet,
and again South 45 degrees 35 minutes East .10.86 feet;
thence North 242.03 feet to the point of beginning,
EXCEPT any portion contained within County Road 44.
County of Larimer, State Of Colorado.
10. TROXELL BARBARA Y
A tract of land situate in the Northwest Quarter of
j: ection 22, Township 7 North, Range 68 West of the 6th P.M. , which
Considering the forth line of said Northwest quarter as bearing due
at and with all beartnge Contained herein relative thereto is con.
ained'-4ithin the boundary lines which begin at a point which bears
at 731.02 feet from the North Quarter corner of said Section 22 and
no thence West 185.00 feet, thence South 242.03 feet to a point on
he centerline of the Lake Canal, thence South 45035' East 247.90
�eet along said center line thence South 51,49130" East 10.08 feet
aalonj said center line , thh ce North 421. 76 feet to the point of be.
inn. n¢- Also known as 4b�f East Prossect
EXHIBIT C
11.ALVAREZ ALBERTO
A tract of land situate In the Northwest 114 of Section 22,Township 7 North,Range 68
West of the 6th P.M.,County of Larimer,State of Colorado, considering the North line of
the said Northwest 1/4 as bearing West and with all bearings contained herein relative
thereto,beginning at a point on the North line which bears West 435.68 feet from the Nortb
1/4 corner of said Section 22 and runs thence South 634.90 feet to the centerline of the Lake
Canal Ditch; thence.along said centerline North.46142130" West 91.19 feet; thence North.
61*04' West 118.22 feet; thence North 55154140" West 57.86 feet; 51049130" West 98.71
feet; thence leaving the said centerline and running North 421.76 feet to the North line of
the said Northwest 1/4; thence along said North line,East 295.34 feet to the Point of
Beginning,County of Larimer, State of Colorado. J
12. GRAY VAUDELORES K
A tract of land situate in the Northwest''/,of Section 22,Township 7 North,Range 68 West of the 6iA P:m.,Larimer-
County,Colorado,considering the North line of the said Northwest'/.as bearing West and with all bearings contained
herein relative thereto,beginning at a point on the North line which beats West 312.84 fee[form the North'/.corner of said
Section 22 and runs thence South 715.89 feet to the centerline of the Cake Canal Ditch;thence along the said centerline
North 66°52'30"West 73.33 feet and again North 46042.30"West 76.06 Peer,thence leaving said centerline and running
thence North 634.90 feet to the North line of said Northwest %;thence along the said North line,East 122.84 feet to the
Point of Beginning,
County of Larimer,State of Colorado.
13.JIRON JOAQUIN E
A tract of land in the Northwest Quarter of Section 22,Township 7 North,Range 68 West of the 6th P.K'
Larimer County,Colorado, which considering the North line of the said Northwest Quarter as bearing due
West and with all bearings contained herein relative thereto, is contained within the boundary lines which
begin at a point on the North line of the said Northwest Quarter which bears West 193.62 feet from the North
Quarter corner of said Section 22,and run thence West 119.22 feet along said North line;thence South 141.00
feet: thence East 117.09 feet; thence North 0 degrees 52'East 141.02 feet to the Point of Beginning,
County of Larimer, State of Colorado.
14. SIGNORELLI JACKLYN C
A TRACT OF LAND SITUATE IN THE NORTHWEST 1/4 OF SECTION 22, TOWNSHIP 7 NORTH, RANGE
68 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF LARIMER, STATE OF COLORADO
DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTH LINE OF THE SAID NORTHWEST 1/4 WHICH BEARS WEST
16.5 FEET FROM THE NORTH QUARTER CORNER OF SAID SECTION 22, THENCE WEST 177.12 FEET
ALONG SAID NORTH LINE, THENCE SOUTH 0 DEGREES 52 MINUTES WEST 180.02 FEET, THENCE
EAST 177.59 FEET TO A POINT 16.5 FEET WEST OF THE EAST LINE OF THE SAID NORTHWEST
1/4; THENCE NORTH 0 DEGREES 43 MINUTES EAST 100.01 FEET TO THE POINT OF BEGINNING,
COUNTY OF LARIMER, STATE OF COLORADO.
16. MANNON KENNETH M
MANNON JOAN M
A tract of land situate in the NWf of Section 22. Township 7 North,
Range 68 hest of the 6th P.M. , Lartmer County. Colorado. which
considering the North litre of the said NWj as bearing due hest
and with all bearings contained herein relative thereto are more
particularly described as follows: Bngtn at a point which bears
EXHIBIT C
West 16.50 feat and again 8 0043' W 186.01 feet from the North
114 corner of said Section 22 and run thence West 177.59 feet;
thence N 0*52' B 39.00 feet; thence West 117.09 feet; thence South
515.42 .feet; thence S 66*52130" E 124.97 Peet; thence S 80*07'
E 174.09 feet to a point 16.50 feat West of the Zest line of the
said NWI; thence N 0*43' E 555.41 feet to the point of beginning.
16. BATH RICHARD LARRY
Parcel l:
A tract of land situate in the Northwest one-quarter of Section 22, Township 7 North Range 68 wlast
of the Sixth Principal Meridian, Larimer County. Colorado, which considering the East line of the said
Northwest One-Quarter as bearing North 00" 13.minutes East and with all bearings contained herein
relative thereto Is contained within the boundary Imes which begin at a point on the West One of a
16.5 Foot access fans which bears west 16.5 feet and again South 000 13 minutes West 1162.28 test
from the North One•Quarter comer of said Section 22, and nma thence West 763.59 feet to the
centerOne of a irrigation lateral, thence along said centerline South 010 07 minutes East 89.67 feet,
and again South 13* 05 minutes East 212.27 feet; Thence East 702.67 feat to a point on the West
line of the said 16.5 foot access lane; Thence along said West line North 00" 13 minutes East 296.42
That to the Point of Beginning.
Parcel II:
A tract of land situate In the Northwest Quarter of Section 22, Township 7 North Range 68 tflMrst of
the Sixth Principal Meridian, Which considering the East line of the said Northwest Quarter as bearing
South 000 13 Minutes West and with all bearings contained herein relative thereto are more particularly
described as follows:
Beginning at the Intersection the centerline of the Lake Canal and the West line of a 10.50 foot Lane
which bears West 16.50 feet and again South 000 13 minutes West 797.39 feet from the North
Quarter Corner of said Section 22 and run thence along the said centerline North 800 07 Minutes 30
Seconds West 175.64 feet and again North 660 52 minutes 30 seconds West 204.15 feet and again
North 460 42 Minutes 30 Seconds West 167.25 feet and again North 61004 minutes West 118.22
feet and again North 55054 minutes 40 seconds West 57.86 feet and again North 51949 minutes 30
seconds West 10.08 fast to a point on the centerline of an Irrigation lateral; Thence along said
centerline, South 03*09 Minutes East 236.05 feet and again South 32040 minutes West 112.23 feet
and again South 21031 minutes West $4.22 feet and again South 22014 minutes 15 seconds West
108.26 feet and again South 07013 minutes West 27.36 feet and again South 09924 minutes East
47.01 feet and again South 01007 minutes East 101.49 That Thence East 753.59 foot to a point on
the West line of the said 16.50 foot lane; Thence along said West line, North 00*13 minutes East
364.89 feet the point of beginning, County of Lorimer, State of Colorado.
17. PHILLIPS JENNY K/ROBIN T
LOT 2, H. R. PHILLIPS M.R. D. NO. 95-EX0810
18. PHILLIPS H R/NEVA J
LOT 1, H. R. PHILLIPS M.R.D. NO. 95-EX0810
19. EKBLAD LARRY R/LINDA M
LOT 1, HACIENDA DE ARBOLES M.R.D. NO. 00-S1481
20. EKBLAD LARRY R/LINDA M
LOT 2, HACIENDA DE ARBOLES M.R.D. NO. 00-S1481
EXHIBIT C
21. WILLIS BETTY FAMILY LIMITED
Commencing at a point 2,161 feet South of the NE corner of Section 22,
Township 7 North, Range 68 hest of the 6th P.M., them west 200 feet;
thence South 70 feet; thence East 200 feet; thence North 70 feet to the
point of beginning;
also
Coming at a point 1740 feet South of the Northeast cooker of the NE} '
of.Section 22, Township 7 North, Range 68 West of the 6th P.M., thence
South to the SE.corner of said NE}; thence west to the Southwest corner
of the NEI of said Section 22, thence North to the center line of The Lake
Canal Ditch, which is also a point 787 feet South of the Northwest corner
of the said NE} of said Section 22; thence Southeasterly along the center
line of said ditch to a point 857 feet due West of the point of beginning;
thence East 857 feet to the point of beginning; excepting rights of way
for roads and ditches as the same now exist; together with the South 4
feet of Lots 44, 45, 46, 47, and 48 of homestead Estates a subdivision of
a portion of said Section 22; also together with Two (2) shares of the
capital stock of The take Canal Company and One (1) share of the capital
stock of The Lake Canal Reservoir Company;
also
oammencing at the Southeast corner of the Southwest Quarter (SW#) of the
Northeast Quarter (MI) of Section 22, in Township 7 North of Range 68
West of the 6th P.M., thence North to the center of the Lake Canal Ditch,
which traverses the Northeast Quarter (NE}) of said Section 22, thence
Northwesterly along the center of the said Lake Canal Ditch to a point on
the West line of the Northeast Quarter (NEI) of said Section 22, which is
787 feet south of the Northwest corner of the said Northeast Quarter (1)
of said Section 22, thence South to the Center of said Section 22, thence
East to the point of beginning; excepting rights of way for roads and
ditches as the same now exist; together with Two (2) shares of the capital
stock of The Lake Canal Cwgxmy and One (1) share of the capital stock of
The Lake Canal Reservoir Cmpanny;
a/k/a 1921 So. County Road 85, Fbrt Collins, 00 00525
and
The South four feet(S.41)of Lots 44,45, 469 47 and 48 of Homcatead$states a
snb&vidon of a portion of Section 22, TowmWp 7 North, Range 68 West of the
6th P.M., Larmuer County, Colorado.
EXHIBIT C -
AREA 2
22. POUDRE R-1 SCHOOL DISTRICT
A parcel of land being part of the South Half(S1/2)of Section Fifteen(15).Township Seven North
(77.7N.), Range Six"ight West(R.68W.)of the Sixth Principal Meridian(6th P.M.),County of
Larimer,State of Colorado and being more particularly described as follows:
BEGINNING at the Southeast Comer of said Section 15 and assuming the South line of the
Southeast Quarter(SE1/4)of said Section 15 as bearing North 89"56'23" West,as determined by a
GPS observation,a distance of 2638.04 feet with all other bearings contained herein relative thereto:
THENCE North 89"5623" West a distance of 2638.04 feet to the South Quarter Corner of said
Section 15;
THENCE North 8995638" West along the South line of the Southwest Quarter(S W 1/4)of said
Section 15 a distance of 635.26 feet;
THENCE North 00°0322" East a distance of 468.93 feet to the Southerly line of that strip of land as
described in that Warranty Deed as recorded November 30. 1972 in Book 1531 on Page 759 of the
recordsof the Larimer County Clerk and Recorded(LCCR);
Thence along said Southerly line by the following Two(2)courses and distances:
THENCE South 54'55'30" East(Rec.S. 55*01'E.)a distance of 764.90 feet;
THENCE South 89*53'30" East(Rec.S. 89°59'E.)a distance of 8.89 feet to the East line of said
SWI/4;
TI-IENCE North 00009,39" Gast along said East line a distance of 54.76 feet to the Northerly line of
the aforesaid parcel of land;
THENCE North 54055'30" West(Rec.S. 55*01'E.)along said Northerly line a distance of 775.87
feet;
THENCE North 00°0322" East a distance of 804.25 feet to the North line of the South Half of the
Southwest Quarter(S l/2 SWIM)of said Section 15;
THENCE South 89'4T03" East along said North line a distance of 637.70 feet to tite Northeast
Comer of said S l/2 S W 1/4;
THENCE South 89*48'01" East along tine North line of the South Half of the Southeast Quarter
(SIR SE1/4)a distance of 2639.15 feet to the Northeast Corner of said S1/2 SE1/4;
THENCE South 00'12'32" West along the East line of said S1/2 SEIM a distance of 1326.04 feet to
the POINT OF BEGINNING.
EXHIBIT D
BINDING AGREEMENT PERTAINING TO DEVELOPMENT OF
INTERSTATE HIGHWAY 25 AND.PROSPECT ROAD INTERCHANGE
THIS BINDING AGREEMENT (this "Agreement")is made and entered into this
day of April, 2018 (the "Effective Date"), by and between the City of Fort Collins, Colorado, a
Colorado home rule municipality (the "City"); Fort Collins/I-25 Interchange Corner, LLC, a
Colorado limited liability company("FCIC");Gateway at Prospect Apartments,LLC,a Colorado
limited liability company ("GAPA"); a group of tenants in common comprised of the CW
Subtrust, M. Jennet White, Christopher White, Eric. S. White, Jane E. White, Jason R. White,
Daniel A. White, New Direction IRA, Inc. FBO Barbara Ann Medina IRA, Booren Limited
Liability Partnership, Dunkin Limited Liability Limited Partnership, Laura Snortland Fairfield,
Robert C. Roth, Jr. and Robert Taylor (collectively, the "TIC Owners'); Paradigm Properties
LLC, a California limited liability company ("Paradigm"); and Colorado State University
Research Foundation, a Colorado non-profit corporation ("CSURF") (each a "Par " and
collectively the"Parties").
WITNESSETH:
WHEREAS, pursuant to a Memorandum of Understanding dated as of January 30, 2018
(the"MOU")by and among the City and the other parties identified therein(together with the TIC
Owners, the"Owners"),the City and the Owners established a non-binding outline of documents
and terms to be negotiated for the sharing of costs of improvements to the highway interchange at
Interstate Highway I-25 and Prospect Road in the City;and
WHEREAS, one of the documents contemplated by the MOU was a binding agreement
between the Property Owners and the City, identified as the Binding Agreement, whereby the
Property Owners would agree to pay the Owners' Share to the City from various pledged revenues
and to memorialize other commitments between the Parties;
WHEREAS, this Agreement shall constitute the Binding Agreement contemplated by the
MOU;
NOW, THEREFORE, for and in consideration of the promises and mutual covenants and
understandings herein, the Parties hereby agree as follows:
ARTICLE I
DEFINED TERMS AND INTERPRETATION
1.1 Definitions. Capitalized terms used herein and not defined in the Recitals above
or elsewhere in this Agreement shall have the meanings, respectively, specified in Exhibit "A"
hereto.
1.2 Interpretation. In this Agreement, unless the context expressly indicates
otherwise, the following words shall be interpreted as set forth below:
1
EXHIBIT D
(a) The words "herein," "hereunder;" "hereby," "hereto," "hereof and any similar
words, refer to this Agreement as a whole and not to any particular article, section, or
subdivision hereof; the word "heretofore" means before the date of execution of the
Agreement; and the term"hereafter"means after the date of execution of this Agreement.
(b) All definitions,terms,and words shall include both the singular and the plural,and,
except as otherwise expressly defined in the text of this Agreement, all capitalized words
or terms shall have the meanings specified in Exhibit"A"attached hereto.
(c) Words of the masculine gender include correlative words of the feminine and neuter
genders, and words importing the singular number include the plural number and vice
versa.
(d) The captions or headings of this Agreement are for convenience only, and in no
way define,limit,or describe the scope or intent of any provision,article,or section of this
Agreement.
(e) All schedules, exhibits, and addenda referred to herein are incorporated herein by
this reference.
ARTICLE 2
FINANCING OF OWNERS' SHARE.
2.1 Owners' Share. The Owners' Share shall be the share-of the costs of the Project
to be funded by the Interchange District in accordance with the terms and provisions of this
Agreement and the Capital Pledge Agreement. The Owners have agreed to fund costs of the
Project in the amount of$8,250,000, plus financing costs and interest as provided in the Capital
Pledge Agreement. Upon execution and delivery of this Agreement,the City shall grant the TCEF
Credit in the amount of $700,000 to reduce the principal amount of the Owners' Share to
$7,550,000, plus financing costs, as set forth in the Capital Pledge Agreement. The City shall
additionally grant the ROW Credit in the amount of $500,000 to further reduce the principal
amount of the Owners' Share upon compliance with the provisions set forth in Section 2.3 hereof.
The Owners hereby agree to take all reasonable action necessary to.ensure that the
Interchange District pays the Pledged Revenues to the City in an amount equal to the Owners'
Share, the manner and timing of such payments being further described in the Capital Pledge
Agreement, the form of which is attached as Exhibit`B"hereto and by this reference made a part
hereof.
2.2 Interchange PIF: Each Owner hereby agrees that it will record with respect to its
Property in the Interchange District an Interchange PIF Covenant touching, concerning and
running with the land, as further described in the Capital Pledge Agreement. The form of each
Owner's Interchange PIF Covenant may differ provided that it contain provisions requiring that
the collected Interchange PIF be included as a component of the Pledged Revenues. The Owners
reserve the right to impose additional PIFs, that are not the Interchange PIF, to pay public
improvement costs related to the development of their respective Properties. Each Development
2
EXHIDiT D
Metropolitan District shall have the right to receive such additional P1F revenues,which revenues
shall not be required to be pledged to the City for payment of the Owners' Share.
The Interchange PIF Covenant shall provide that the City has the right to review
the records relating to the imposition and collection of the Interchange PIF. The City shall have
the right to review the Interchange PIF Covenant to confirm that the provisions thereof comply
with the provisions of this Agreement and the Capital Pledge Agreement.
The Owners hereby acknowledge that pursuant to the provisions of the Service
Plans,the Development Metropolitan Districts are not authorized to impose the Development Mill
Levy,impose any District Fees,or issue any debt until each of the Owners records the Interchange
PIF Covenant against its respective Property.
Upon payment in full of the Owners' Share, the City acknowledges and agrees that
the Interchange PIF may be terminated by the Owners. Upon payment in full of the Owners'
Share,each Owner shall have the right to continue to impose and collect the Interchange PIF with
respect to its respective Property and apply the Interchange PIF revenues to permissible costs, as
determined in the sole discretion of each respective Owner.
2.3 Property Owners' ROW Credit. CDOT is currently seeking to acquire from one
or more of the Owners portions of their Properties to be used as Project ROW. In lieu of collecting
direct compensation from CDOT, the Owners have elected to dedicate a portion of the Project
ROW compensation in an amount equal to$500,000 to CDOT. So long as no event of default has
occurred and is continuing under this Agreement or the Capital Pledge Agreement, the City shall
grant the ROW Credit in the amount of$500,000 to reduce the principal amount of the Owners'
Share upon receipt of written acknowledgement by CDOT that (a) the Owners have dedicated
Project ROW to CDOT in an amount at least equal to$500,000,and(b)CDOT has granted a credit
to the City toward the costs of the Project in an amount equal to$500,000. The ROW Credit may
be applied as a credit to the principal payments due from the Interchange District to the City
pursuant to the Capital Pledge Agreement in any order and in any amount as designated in writing
by the Owners to the City and the Interchange District. Upon determination by the Owners of the
application of the ROW Credit, the Payment Schedule shall be revised by the City to reflect such
ROW Credit,as further set forth in the Capital Pledge Agreement.
None of the Property Owners intends, by the execution of this Agreement or the
Capital Pledge Agreement, to waive its rights to full and just compensation for the taking of its
property or to due process with respect to such Project ROW acquisition.
2.4 Property Owners'Credit for Transportation Capital Expansion Fees.The City
acknowledges that it has $1.4 million of TCEFs available to help fund the Project. In recognition
of the TCEFs that the Owners are likely to pay to the City when they develop their respective
properties, the City has agreed to credit one half of these available TCEFS, or $700,000, to the
payment of the Owners' Share upon execution and delivery of this Agreement,as further set forth
in Section 2.1 hereof.
3
EXHIBIT D
ARTICLE 3
DISTRICTS.
3.1 Approval of Service Plans. The Parties acknowledge that the TIC Owners,
CSURF, FCIC and GAPA have each submitted a consolidated Service Plan for their respective
Development Metropolitan Districts for customary review and processing by the City, and the
Owners have further caused the Service Plan for the Interchange District to be submitted to the
City. The City Council shall consider resolutions of approval for each Service Plan described
above no later than March 6, 2018. The Parties acknowledge and agree that it is within the City
Council's sole discretion whether it will approve the Service Plans, and nothing herein shall be
construed to require such approval by the City Council. Nothing in this Agreement shall prevent
the filing of additional Service Plans at a later date.
3.2 Interchange District Boundaries. Each of the Properties will be included within
the boundaries of the Interchange District,which inclusion will be reflected in the overall boundary
map contained in the District's Service Plan.
3.3 Project Mill Levy. The Service Plan for the Interchange District shall authorize
such District to impose the Project Mill Levy. The Pledged Project Mill Levy Revenues shall be
pledged pursuant to the Capital Pledge Agreement for payment of the Owners' Share.
3.4 Specific Ownership Taxes. The Specific Ownership,Taxes received by the
Interchange District in each year from the levy of the Project Mill Levy shall be pledged pursuant
to the Capital Pledge Agreement for payment of the Owners' Share.
3.5 Project Fees. The Service Plan for the Interchange District shall authorize such
District to impose Project Fees, which shall be pledged pursuant to the Capital Pledge Agreement
for payment of the Owners' Share.
3.6 District Fees and Development Mill Levy. In addition to providing for payment
of the Owners' Share by the Interchange District, the Owners intend to use the Development
Metropolitan Districts to pay eligible public improvement costs related to the development of their
respective Properties. Subject to the provisions set forth in the Service Plans and in Section 2.2
hereof relating to the recording of the Interchange PIF Covenant against all Properties; each
Development Metropolitan District shall have the right to charge District Fees and impose a
Development Mill Levy, and such revenues shall not be required to be pledged to the City for
payment of the Owners' Share.
3.7 Capital Pledge Agreement. The Owners hereby acknowledge that pursuant to the
provisions of the Service Plans, the Development Metropolitan Districts are not authorized to
impose the Development Mill Levy, impose any District Fees, or issue any debt until the
Interchange District and the City execute and deliver the Capital Pledge Agreement.
4
EXHIBIT D
ARTICLE 4
CITY FUNDING OF PROJECT
4.1 City Funding of Project. The City agrees that,subject to annual appropriation by
the City Council, it shall fund all the costs of the Project that are not being paid by CDOT. The
Parties acknowledge and agree that the Owner's Share shall not be increased or decreased in the
event of cost overruns or cost savings in'connection with the Project.
ARTICLE 5
TERM
5.1 Conditions Subsequent; Term. The Parties acknowledge that the Interchange
District is submitting the necessary ballot questions to its electorate at the Election that will
authorize the organization of the Interchange District and approve ballot questions that authorize
the imposition of the Project Mill Levy and the execution and delivery of the Capital Pledge
Agreement, in compliance with TABOR and any other applicable law. In the event that (a) the
Election is not held on May 8, 2018, or (b) the ballot questions are not approved, or (c) the
Interchange District does not execute the Capital Pledge Agreement at its first meeting of the Board
after the Election, this Agreement shall terminate and be of no further force and effect. In the
event that the Election is held, the ballot questions are approved at the Election, and the Capital
Pledge Agreement is executed and delivered by the Interchange District; this Agreement shall
remain in full force and effect until the payment in full of the Owners' Share.
ARTICLE 6
DEFAULT& REMEDIES
6.1 Default & Remedies. If any Party fails to perform or observe any obligation or
condition required by this Agreement (a "Defaulting Party"), a Party not in default (a "Non.
Defaulting Party")may deliver written notice to the Defaulting Party specifically describing such
default or defaults ("Default Notice"). The Defaulting Party shall, after receipt of the Default
Notice,have thirty(30) days to cure the default or defaults described in the Default Notice,unless
the default or defaults cannot reasonably be cured within thirty(30)days,then the Defaulting Party
shall have ninety (90) days after receipt of written notice from the Non-Defaulting Party to cure
(collectively, the"Cure Period"). If any default described in the Default Notice remains uncured
after expiration of the Cure Period,a Non-Defaulting Party may, as its sole remedies,seek specific
performance or injunctive relief. In no event shall any Party be liable for damages, including, but
not limited to, punitive, exemplary, or consequential damages, including, without limitation, lost
profits,whatever the nature of a breach by any other Party of its obligations under this Agreement,
and the Parties'hereby waive all claims for damages, including, but not limited to, punitive,
exemplary, or consequential damages.
5
EXHIBIT D
ARTICLE 7 -
NIISCELLANEOUS.
7.1 Cooperation.The Parties agree to cooperate on a reasonable basis upon execution
of this Agreement to complete any item contemplated herein that is not completed prior to the
Effective Date.
7.2 Representatives and Notice. The Parties' respective designated representatives
and legal counsel for negotiations and communications concerning the Agreement, and their
contact information, are as follows:
For the City: Mike Beckstead
Chief Financial Officer
300 LaPorte Avenue
PO Box 580
Fort Collins, CO 80524
970-221-6795
mbeckstead @ fcgo v.com
John Duval
Deputy City Attorney
300 LaPorte Avenue
PO Box 580
Fort Collins, CO 80524
970-416-2488
jduval@fcgov.com
For FCIC and GAPA: Fort Collins/I-25 Interchange Comer, LLC and/or
Gateway at Prospect Apartments,LLC
c/o Neihart Land Company,LLC
580 Hidden Valley Road
Colorado Springs, CO 80919
Attn: R. Tim McKenna
719-641-6527
tim.mckenna@neihaitland.com
With a copy to: Brownstein Hyatt Farber Schreck,LLP
410 17f° Street, Suite 2200
Denver, CO 80202
Attn: Carolynne C_ White, Esq.
303-223-1197
cwhite@BHFS.com
6
EXHIBff D
For the TIC Owners: Land Acquisition and Management, LLC
#4 West Dry Creek Cr, Suite 100
Littleton, CO 80120
Attn: Rick White
303-601-5463
rwhite@laam.biz
With a copy to: Kutak Rock LLP
1801 California Street, Suite 3100
Denver, Colorado 80202
Attn: Daniel C. Lynch, Esq.
303-292-7875
dan.lynch@kutakrock.com
And a copy to: Kutak Rock LLP
1801 California Street,Suite 3100
Denver, Colorado 80202
Attn: Robert C. Roth,Jr., Esq.,
(303) 292-7802
Robert.RothJr@KutakRock.com
For Paradigm: Paradigm Properties,LLC
2300 Knoll Drive, Suite A, 2Id Floor
Ventura, CA 93003
Attn: Jeffrey Hill
jeffreyahill@gmail.com
With a copy to: Kutak Rock LLP
1801 California Street, Suite 3100
Denver, Colorado 80202
Attn: Daniel C. Lynch, Esq.
303-292-7875
dan.lynch@kutakrock.com
For CSURF: Colorado State University Research Foundation
2537 Research Boulevard, Suite 200
Fort Collins,CO 80526
Attn: Rick Callan
Senior Real Estate Analyst
970-492-4502
Rick.Callan@colostate.edu
With a copy to: Colorado State University Research Foundation
2537 Research Boulevard, Suite 200
Fort Collins, CO 80526
Attn: Donna Baily, Esq.
7
J '
EXHIBIT D
Senior Legal Counsel
970-492-4506
Donna.Baily@colostate.edu
All notices or documents delivered or required to be delivered under the provisions of this
Agreement shall be deemed received one day after hand delivery or three days after mailing. Any
party by written notice so provided may change the address to which future notices shall be sent,
and may provide the manner in which notices may be given, including without limitation,
electronic mail.
7.3 Recordation of Agreement.This Agreement shall not be recorded in the office of
the Larimer County Clerk and Recorder.
7.4 General Provisions.
(a) This Agreement and the-Capital Pledge Agreement constitute the final,
complete, and exclusive statement of the terms of the agreement between the Parties
pertaining to the subject matter of this Agreement and the Capital Pledge Agreement and
supersede all prior and contemporaneous understandings or agreements of the Parties,
including without limitation, the MOU. This' Agreement may not be contradicted by
evidence of any prior or contemporaneous statements or agreements. No Party has been
induced to enter into this Agreement by, nor is any party relying on, any representation,
understanding,agreement,commitment,or warranty except those expressly set forth in this
Agreement.
(b) If any term or provision of this Agreement is determined to be illegal,
unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or
invalid provisions or part thereof shall be stricken from this Agreement,and such provision
shall not affect the legality, enforceability,or validity of the remainder of this Agreement.
If any provision or part thereof of this Agreement is stricken in accordance with the
provisions hereof, then such stricken provision shall be replaced, to the extent possible,
with a legal, enforceable, and valid provision that is as similar in tenor to the stricken
provision as is legally possible.
(c) It is intended that there be no third-party beneficiaries of this Agreement.
Nothing contained herein, expressed or implied, is intended to give to any person other
than the Parties any claim, remedy, or right under or pursuant hereto, and any agreement,
condition, covenant, or term contained herein required to be observed or performed by or
on behalf of any Party hereto shall be for the sole and exclusive benefit of the other Party.
(d) This Agreement may not be assigned or transferred by any Party without
the prior written consent of all the other Parties. Any such assignment or transfer without
the required prior written consent shall be deemed null and void and of no effect.
(e) 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
r
8
EXHIBIT D
Agreement shall be in Larimer County District Court of the Eighth Judicial District for the
State of Colorado.
(f) This Agreement may be amended or supplemented by the Parties, but any
such amendment or supplement must be in writing and must be executed by all the Parties.
(g) If the date for making any payment or performing any action hereunder shall
be a legal holiday or a day on which banks in Denver,Colorado are authorized or required
by law to remain closed, such payment may be made or act performed on the next
succeeding day which is not a legal holiday or a day on which banks in Denver, Colorado
are authorized or required by law to remain closed.
(h) Each of the Parties has participated fully in the review and revision of this
Agreement. Any rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not apply in interpreting this Agreement. The language in
this Agreement shall be interpreted as to its fair meaning and not strictly for or against any
Party.
(i) This Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
(j) The Parties each covenant that they will do, execute, acknowledge, and
deliver or cause to be done,executed,acknowledged,and delivered,such acts,instruments,
and transfers as may reasonably be required for the performance of their respective
obligations hereunder.
(k) This Agreement shall be binding upon and inure to the benefit of the Parties
and their respective successors and assigns.
9
EXHIBIT D
IN WITNESS WHEREOF,the Parties have executed this Agreement as the date and year
first above written.
FCIC:
FORT COLLINSJI-25 INTERCHANGE CORNER,LLC,
a Colorado limited liability company
By: MCKENNA MANAGEMENT, LLC,
a Colorado limited liability company
its co-Manager
By:
Name: R. Tim McKenna
Title: Manager
[Signatures continue on following page(s)]
EXHIBIT D
GAPA:
GATEWAY AT PROSPECT APARTMENTS, LLC,
a Colorado limited liability company
By: MCKENNA MANAGEMENT,LLC,
a Colorado limited liability company
its co-Manager
By:
Name: R. Tim McKenna
Title: Manager
[Signatures continue on following page(s)]
EXHIBIT D
S
TIC Owners:
TENANTS-IN-COMMON
CW SUBTRUST
By:
David B.White,Trustee
M.JENNET WHITE,an Individual
CHRISTOPHER WHITE,an Individual
1
EXHIBIT D
TENANTS-IN-COMMON
ERIC S.WHITE,an Individual
JANE E.WHITE,an Individual
JASON R.WHITE,an Individual
DANIEL A.WHITE,an Individual
EXHIBIT D
TENANTS-IN-COMMON
NEW DIRECTION IRA,INC.FBO BARBARA
ANN MEDINA IRA
By.
Name:
Title:
Approved:
Barbara Medina
BOOREN LIMITED LIABII.ITY LIMITED
PARTNERSHIP
By:
Steven M.Booren.General Partner
By:
Marie S.Booren,General Partner
DUNIQN LIMITED LIABELM LIMITED
PARTNERSHIP
By:
Douglas S.Dunkin,General Partner
By:
Karrie L.Dunkin,General Partner
EXHIBIT D
TENANTS-IN-COMMON
c
LAURA SNORTLAND FAIRFIELD,an Individual
ROBERT C.ROTH,JR.,an Individual
ROBERT TAYLOR,an Individual
[Signatures continue on following page(s)]
J
EXHIBIT D
Paradigm:
PARADIGM PROPERTIES,LLC,
a California limited liability company
By:
Name: Jeffrey A.Hill
Title: Managing Member
[Signatures continue on following page(s)]
1
EXHIBIT D
CSURF:
COLORADO STATE UNIVERSITY RESEARCH FOUNDATION,
a Colorado nonprofit corporation
By:
Name: Kathleen Henry
Title: CEO and President
[Signatures continue on following page(s)]
EXHIBIT D
CITY OF FORT COLLINS, COLORADO
a municipal corporation
By:
Mayor
ATTEST:
f
City Clerk
APPROVED AS TO FORM:
Deputy City Attorney
[Signatures end]
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EXHIBIT D
Exhibit"A"
Master Glossary of Terms
EXHIBTI'D
APPENDIX A
MASTER GLOSSARY OF TERMS
"Binding Agreement"means the Binding"Agreement Concerning the Development of Interstate
Highway 25 and Prospect Road Interchange by and among the City and,the Owners.
"Capital Pledge Agreement"means the Capital Pledge Agreement by and between the
Interchange District and the City. `
"Carryover Costs"has the meaning set forth in Section 2.04(d) of the Capital Pledge
Agreement.
"CDOT'means the Colorado Department of Transportation.
"Certificates of Participation" means the Certificates of Participation that are expected to be
executed and delivered to finance a portion of the costs of the Interchange Project that are not
being paid by CDOT or Timnath. If the Certificates of Participation finance more than one
project, the term"Certificates of Participation"shall mean only that pro rata portion of such
Certificates that are allocable to the financing of the Interchange Project.
"City'means the City of Fort Collins, a home rule municipality and political subdivision of the
State of Colorado.
"City Council"means the City Council of the City.
"CSURF"means the Colorado State University Research Foundation, a Colorado nonprofit
corporation.
"CSURF Parcels"means the property owned by CSURF and described in the Binding
Agreement
"Development Metropolitan Districts" means,collectively,Gateway at Prospect Metropolitan
District Nos. 1-7; Rudolph Farms Metropolitan District Nos. 1-5; and SW Prospect 125
Metropolitan District Nos. 1-7.
"Development Mill Levy"means each of the mill levies imposed by the Development
Metropolitan Districts.
"Districts" means and includes the Interchange District and the Development Metropolitan
Districts.
"District Act"means Title 32, Article 1, Colorado Revised Statutes, as amended.
"District Fees"means and includes the fees imposed by the Development Metropolitan Districts
pursuant to the District Act for services, programs or facilities furnished or to be furnished by
them. District Fees are not required to be pledged as security for the obligations of the
Interchange District.
"Election" means the election to be held by the Interchange District on May 8, 2018.
EXHIBIT D.
"Eligible Operational Costs"means the actual and reasonable operating and administrative
expenses incurred by the Interchange District each year in an amount that does not exceed that
amount budgeted by the Interchange District for operating and administrative expenses in such
year,as such budget may be amended in accordance with the Capital Pledge Agreement.
Revenues generated from the Project Mill Levy may be applied by the District to the payment of
Eligible Operational Costs and the Interchange District shall receive a credit against the Owners'
Share in each year in an amount equal to the Eligible Operational Costs for such year, as further
set forth in the Capital Pledge Agreement.
"FCIC"means Fort Collins/I-25 Interchange Corner,LLC,a Colorado limited liability
Company.
"FCIC Parcel'means the property owned by FCIC and described in the Binding Agreement.
"Formation Costs"means the reasonable and necessary costs, fees and expenses, including
attorneys' fees, costs and expenses,incurred by the Owners or the Interchange District in
connection with the formation of the Interchange District, including without limitation,drafting
and negotiating the service plan for the Interchange District, the preparation of the financing plan
attached to the service plan,and the costs of the Election. Formation Costs shall also include the
share of the costs of drafting and negotiating the Binding Agreement and the Capital Pledge
Agreement that are reasonably related and allocable to the formation of the Interchange District.
Formation Costs shall not include the costs incurred in connection with the formation of the
.Development Districts., Revenues generated from the Project Mill Levy may be applied by the
Interchange District to the payment or reimbursement of Formation Costs in an amount not
exceeding$200,000 as further set forth in the Capital Pledge Agreement. The Interchange
District shall not receive a credit against the Owners' Share in an amount equal to the Formation
Costs.
"GAPA"means Gateway at Prospect Apartments, LLC, a Colorado limited liability company.
"GAPA Parcel'means the property owned by GAPA and described in the Binding Agreement.
"Interchange District" means the I-25/Prospect Interchange Metropolitan District formed
pursuant to the District Act and having boundaries which include all of the Owners' Properties.
"Interchange" means the highway interchange currently located at Interstate Highway 1-25 and
Prospect Road in the City.
"Interchange District Financing Costs" means the reasonable costs of issuance incurred in
connection with the execution and delivery of the Certificates of Participation that are allocable
to the financing of the Owners' Share with a portion of the proceeds of the Certificates of
Participation, including, without limitation, the fees and expenses of bond counsel, disclosure
counsel and counsel to the underwriter, trustee fees and expenses, rating agency fees,insurance
premiums, capitalized interest, and similar fees and expenses. If the Certificates of Participation
are executed and delivered prior to the ROW Credit being granted,the percentage of costs of
EXHIBIT D
issuance to be allocated to the Interchange District shall be equal to$7,550,000 divided by the
total net proceeds.of the Certificates of Participation to be applied to finance the Interchange
Project(in a total amount not exceeding$19,000,000). If the ROW Credit has been granted prior
to the execution and delivery of the Certificates of Participation,the percentage of costs of
issuance to be allocated to the Interchange District shall be equal to$7,050,000 divided by the
total net proceeds of the Certificates to be applied to finance the Interchange Project(in a total
amount not exceeding$18,500,000).Notwithstanding the foregoing,in no event shall the
Interchange District Financing Costs exceed an amount equal to two percent(2%)of the
principal amount of the Owners' Share as calculated at the time the Certificates of Participation
are executed and delivered.
"Interchange PIF"means a PIF imposed on the Properties at a rate of 0.75%on all future retail
sales on the Properties that are subject to the City's sales tax under Article III in City Code
Chapter 25.
"Interchange PIF Collection Agent"means,collectively, an entity or entities retained by the
Owners,as the declarants under the applicable Interchange PIF Covenant, with the approval of
the Interchange District, for the purpose of collecting, accounting for,and disbursing the
Interchange PIF revenue in accordance with the applicable Interchange PIF Covenant. The
Owners shall not be required to have one entity serve as Interchange PIF Collection Agent for all '
the Interchange PIF Covenants.
"Interchange PIF Collection Agreement"means an agreement or agreements related to the
collection and remittance of the Interchange PIF revenue between the applicable Owner and the
Interchange PIF Collection Agent. Any of the other Owners and the Interchange District may
also be parties to the PIF Collection Agreement.
"Interchange PIF Covenant"means the recorded instrument by which an Interchange PIF is
imposed.
"MOU"the Memorandum of Understanding dated as of January 30,2018, by and among the
City and the Owners or their authorized representatives.
"Owners"or "Property Owners"means and includes FCIC, GAPA, the TIC Owners,Paradigm
and CSURF.
"Owners'Share"means the share of the cost of the Project to be funded by the Interchange
District in accordance with the terms and provisions of the Binding Agreement and the Capital
Pledge Agreement. The Owners' Share shall be funded solely from the Pledged Revenues.
"Paradigm"means Paradigm Properties LLC, a California limited liability company.
"Paradigm Parcels"means the two parcels of land owned by Paradigm and described in the
Binding Agreement.
"Parties"means, collectively, the parties to the Binding Agreement or the Capital Pledge
Agreement, as applicable.
I
EXIIIBIT D
"Payment Schedule"means the schedule that sets forth the Owners' Share payments due in each
year,including both a principal component and an interest component, as further set forth in the
Capital Pledge Agreement.
"PIF'means and includes any fee imposed for the provision of public improvements or services
within the whole or any portion of the Interchange District or any District by the recording of
covenants binding and running with any or all of the Properties by the Owners thereof.
"PIF Collection Agent"means the entity or agent retained to collect the Interchange PIF.
"Pledged Project Mill Levy Revenues"means the revenues derived from the Project Mill Levy,
net of(a) any reasonable costs of collection, (b)Formation Costs, (c)Eligible Operational Costs
paid by the Interchange District, and(d)any Carryover Costs.
"Pledged Revenues"means the following:
(a) Pledged Project Mill Levy`Revenues;
(b) Specific Ownership Taxes;
(c) revenues generated from the Project Fees;
(d) revenues generated from the Interchange PIF,net of any reasonable costs of
collection; and
(e) any other legally available moneys which the Interchange District
determines, in its sole discretion, to apply to the payment of the Owners'
Share.
"Project"means the project to significantly modify and improve the Interchange by
reconstructing its ramps and bridge and by reconstructing Prospect Road to a configuration with
four through lanes, a raised median, left turn lanes and pedestrian and bicycle facilities,together
with the Urban Design Features. The Project will be funded cooperatively by CDOT, the City,
Timnath and the Interchange District,pursuant to the Binding Agreement,the Capital Pledge
Agreement and the Timnath Agreement.
"Project Fees"means fees imposed by the Interchange District pursuant to the Capital Pledge
Agreement that are pledged to the payment of the Owners' Share. The Project Fees shall be
unposed in accordance with Addendum A attached hereto and by this reference made a part
hereof. Project Fees shall not be pledged as security for obligations of the Development
Metropolitan Districts.
J
"Project Mill Levy"means a general ad valorem property tax levy imposed by the Interchange
District at a rate not less than 7.5 mills and not more than 10 mills in accordance with the Capital
Pledge Agreement. In the event the method of calculating assessed valuation is changed after
January 1, 2018, such minimum or maximum mill levy, as applicable,will be increased or
decreased to reflect such changes, such increases to be determined by the Board of the
J
EXHIBTr D
Interchange District in good faith(and such determination to be binding and final)so that to the
extent possible, the actual tax revenues generated by such mill levy, as adjusted,are neither
diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in
the ratio of actual valuation to assessed valuation shall be deemed a change in the method of
calculating assessed valuation.
"Project ROW'means those portions of the Properties to be used as rights of way for the
Project,whether acquired by CDOT from the Property Owners by condemnation or purchase.
"Properties"means and includes the CSURF Parcels,FCIC Parcel, GAPA Parcel,TIC Owners
Parcel and the Paradigm Parcels.
"Property Owners"means and includes FCIC, GAPA, the TIC Owners, Paradigm and CSURF,
"ROW Credit'means a credit to be applied by the City against the payment of the Owners'
Share in the amount of$500,000, subject to the conditions stated in Section 2.3 of the Binding
Agreement.
"Service Plan"means and includes the service plan filed pursuant to the District Act with respect
to each of the Districts.
"Service Plans"means,collectively, all of the Service Plans.
"Specific Ownership Tares" means the specific ownership tax revenues received by the
Interchange District in each year pursuant to Section 42-3-107(24), C.R.S. that is attributable to
the dollar amount of ad valorem taxes generated from the Project Mill Levy.
l
"Supplemental Act"means Part 2 of Article 57, Title 11,C.R.S.
"TCEF'means the City Transportation Capital Expansion Fee that is imposed pursuant to Fort
Collins Code Section 7.5-32.
"TCEF Credit"means a credit to be applied by the City against the payment of the Owners'
Share in an amount equal to$700,000. The TCEF Credit shall be applied at the time of
execution and delivery of the Binding Agreement.
"TABOR"means Colorado Constitution,Article X, Section 20.
"TIC Owners"means the CW Subtrust,M. Jennet White,Christopher White,Eric. S.White,
Jane E. White,Jason R. White, Daniel A.White,New Direction IRA, Inc. FBO Barbara Ann
Medina IRA, Booren Limited Liability Partnership,Dunkin Limited Liability Limited
Partnership,Laura Snortland Fairfield, Robert C. Roth,Jr. and Robert Taylor, as tenants in
common.
"TIC Owners ParceP'means, collectively, the parcel or parcels owned by the TIC Owners and
described in the Binding Agreement.
"Timnath" means the Town of Timnath, Colorado.
EXHIBIT D
"Timnath Agreement"means the agreement between the City and Timnath,providing for
Timnath's reimbursement to the City of a portion of the costs of the Project.
"Urban Design Features"means certain design improvements in the Project required under the
City's development standards,that will add approximately$7,000,000 to the cost of the Project,
which improvements are generally described on Addendum B attached hereto and by this
reference made a part hereof.
EXHIBrr D
Addendum A '
Project Fee Schedule by Land Use Type
Land Use Type Fee/Acre y° Fee!(lnit
Light Industrial (Code 110) $2AW N/A
50k+GLA Commercial (Shopping Center-Code 820) $129200 N/A
Convenience Store (Code 853) $50,000 N/A
200k+ GLA Office(Code 710) $3400 N/A
Hotel(Code 310) N/A $310
Single Family Detached Residential (Code 210) N/AJ$200
Single Family Attached (Code 220) N/A
Multi-Family (Code 221) N/A
l
EXHIBIT D
Addendum B
Urban Design Features
• De • •
BRIDGE ENHANCEMENT5
L
Structural Concrete Stain on Bridge Curb,Girders,MSE Walls X~
Upgraded Pedestrian Rail on Bridge X
Median&Pork Chop Island Cover Material(Color Concrete) k
Irrigation Sleeves and Pull Boxes X
GORE AREAS AND�RAIVIP,S. � �'� � _
Earthwork/Im port(related to Landscape/Urban Desi n) X
Stone Outcrops(including design,mock ups,installation) X
Boulders X
Cobble Swales X-
Turf Reinforcement Mat X
Seed X
Boulders X
Irrigation Design X
Irrigation Tap, Meter& Backflow X
Irri ation Sleeves X
Prospect Rd. Median-Perforated Pipe Underdrain X
Prospect Rd. Median-Membrane X
Prospect Rd. Median—Rock Filter Material X
Prospect Rd. Median-Topsoil X
Prospect Rd. Median—Double Curb X
Electrical conduit for City Street lights X
Seed X
Turf Reinforcement Mat X
Irrigation Design X
Irrigation Tap, Meter& Backflow X
Irrigation Sleeves X
EXHIBIT D
Exhibit 493"
Capital Pledge Agreement
N \
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CAPITAL PLEDGE AGREEMENT
This CAPITAL PLEDGE AGREEMENT, made and entered into as of 2018
(this "Capital Pledge Agreement" or this "Agreement"), by and between the I-25/PROSPECT
INTERCHANGE METROPOLITAN DISTRICT, a special district organized and existing under
the laws of the State of Colorado(the"Interchange District")and the CITY OF FORT COLLINS,
a Colorado home rule municipality (the"City")(each a"Party"and jointly the"Parties),
WITNESSETH:
WHEREAS, pursuant to a Memorandum of Understanding dated as of January 30, 2018
(the "MOU") by and among the City and the other parties identified therein (the "Owners"), the
City and the Owners established a non-binding outline of documents and terns to be negotiated
for the sharing of costs of improvements to the highway interchange at Interstate Highway I-25
and Prospect Road in the City; and
WHEREAS, one of the documents contemplated by the MOU was an intergovernmental
agreement between the Interchange District and the City, identified as the Capital Pledge
Agreement, whereby the Interchange District would pledge certain revenues as security for its
obligation to pay the Owners' Share of the cost of such improvements; and
WHEREAS, this Agreement shall constitute the Capital Pledge Agreement contemplated
by the MOU;
NOW, THEREFORE, for and in consideration of the promises and mutual covenants and
understandings herein, the Parties hereby agree as follows:
ARTICLE 8
DEFINITIONS AND INTERPRETATION
8.1 Definitions. Capitalized terms used herein and not defined in the Recitals above or elsewhere
in this Agreement shall have the meanings,respectively, specified in Appendix A hereto.
8.2Interpretation. In this Agreement, unless the context expressly indicates otherwise, the
following words shall be interpreted as set forth below:
(a) The words "herein," "hereunder," "hereby," "hereto," "hereof and any
similar words, refer to this Agreement as a whole and not to any particular article,section,
or subdivision hereof; the word "heretofore" means before the date of execution of the
Agreement; and the term"hereafter"means after the date of execution of this Agreement.
(b) All definitions, terms, and words shall include both the singular and the
plural, and, except as otherwise expressly defined in the text of this Agreement, all
capitalized words or terms shall have the meanings specified in Appendix A attached
hereto.
EXHIBIT D
(c) Words of the masculine gender include correlative words of the feminine
and neuter genders, and words importing the singular number include the plural number
and vice versa.
(d) The captions or headings of this Agreement are for convenience only, and
in no way define, limit, or describe the scope or intent of any provision, article, or section
of this Agreement.
(e) All schedules, exhibits, and addenda referred to herein are incorporated
herein by this reference.
ARTICLE 9
FUNDING OF THE PROJECT; PAYMENT OBLIGATION
9.1 Covenant of the City to Finance Project. The City agrees that, subject to annual
appropriation by the City Council, it shall fund all the costs of the Project that are not being paid
by CDOT. The City expects to finance a portion of such costs.through the execution and delivery
of the Certificates of Participation.
9.2 Calculation of Owners' Share. The Owners' Share shall be the share of the costs of the
Project to be funded by the Interchange District in accordance with the terms and provisions of the
Binding Agreement and this Capital Pledge Agreement. The Owners agreed to fund costs of the
Project in the amount of $8,250,000, plus financing costs and interest as provided in this
Agreement. In connection with the execution and delivery of the Binding Agreement, the City
granted the TCEF Credit in the amount of$700,000, which reduced the amount that the Owners'
agreed to pay to fund the Project to $7,550,000, plus financing costs and interest. The City has
agreed in the Binding Agreement to grant the ROW Credit in the amount of$500,000 to further
reduce the principal amount of the Owners' Share'upon compliance with the provisions set forth
in Section 2.3 of the Binding Agreement.
The initial principal amount of the Owners' Share shall be calculated on the date of
execution-and delivery of the Certificates of Participation. The principal amount of the Owners'
Share shall be an amount equal to $7,550,000,plus the Interchange District Financing Costs, less
the ROW Credit to the extent that the ROW Credit has been granted on or prior to the execution
and delivery of the Certificates of Participation. Upon the execution and delivery of the
Certificates of Participation, the City shall determine the Interchange District Financing Costs
which shall be added to the principal amount of the Owners' Share. The principal amount of the
Owners' Share shall bear per annum interest at, the net effective interest rate home by the
Certificates of Participation beginning on the date of execution and delivery of the Certificates of
Participation. The City shall prepare or cause to be prepared a Payment Schedule that sets forth a
twenty year principal amortization of the Owners' Share, bearing interest at the net effective
interest rate on the Certificates of Participation, with level debt service payments rounded to the
nearest$1000. The Payment Schedule shall set forth the principal amount due in each year,plus
the interest due in each year. The City shall remit such Payment Schedule to the Interchange
District and the Owners, and such Payment Schedule shall be binding on the Parties absent
manifest error.
EXHIBIT D
In the event that all of the outstanding Certificates of Participation are refinanced by the
City at a lower interest rate, the interest rate on the Owners' Share shall be reduced to the net
effective interest rate borne by the refunding certificates or other refunding obligations, and the
City shall prepare a revised Payment Schedule reflecting the lower interest rate.
The Interchange District acknowledges and agrees that the obligation to pay the Owners'
Share is not contingent on the Certificates of Participation remaining outstanding. The obligation
to pay the Owners' Share shall continue notwithstanding that the City may prepay all or any portion
of the outstanding Certificates of Participation, or that an event of default or an event of non-
appropriation may occur under the lease documents relating to the Certificates of Participation.
9.3 Funding of Owners'Share.
The Interchange District agrees to fund the Owners' Share solely from the Pledged
Revenues, as follows:
9.3.1 The Owners' Share shall be payable in twenty installments in the amount set forth in the
Payment Schedule on or prior to December 1 of each year,beginning December 1, 2019, subject
to adjustment for prepayment of principal and the ROW Credit as hereinafter set forth.
9.3.2 On or prior to the last day of each month, the Interchange District shall remit or cause to
be remitted to the City all Pledged Revenues that it or the PIF Collection Agent received through
the last day of the prior month. The City shall provide written acknowledgement to the Interchange
District of the receipt of such Pledged Revenues, including the amount of Project Fee revenues
that have been collected and retained by the City pursuant to Section 2.05 hereof.
9.3.3 On or prior to December 1 of any given year, the Interchange District shall provide written
notice to the City of the amount of revenues from the Project Mill Levy that have been applied to
the payment or reimbursement of Formation Costs,if any. The Interchange District shall have the
right to apply revenues from the Project Mill Levy to the repayment or reimbursement of
Formation Costs,but the Interchange District shall not receive a credit toward the Owners' Share
in the event of such repayment or reimbursement.
9.3.4 On or prior to December 1 of any given year, the Interchange District shall also provide
written notice to the City of the Eligible Operational Costs incurred by the Interchange District in
such year, together with any documentation of such Eligible Operational Costs as reasonably
requested by the City. The amount of the Eligible Operational Costs incurred by the Interchange
District in each year shall be applied as a credit (i) first toward the interest due on the Owners'
Share in such year, and(ii) second toward the principal amount of the Owners' Share due in such
year.
9.3.5 In the event that on December 1 of any given year the amount of Pledged Revenues
remitted to the City in such year, plus the amount of the Eligible Operational Costs for such year,
are less than the Owners' Share due on or prior to December 1 of such year, after any credit as
hereinafter set forth, the amount of any such deficit shall begin to bear interest on December i of
such year, until such deficit is paid, at a fixed rate equal to the rate the City then charges under its
"Inter-agency Loan Program" found in Section 8.8 of its "Financial Management Policy 8". Any
Pledged Revenues thereafter remitted shall be applied (i) frrst to any interest due on such deficit,
EXHIBrr D
(ii) second to the repayment of the principal amount of such deficit that remains outstanding, (iii)
third to the annual interest payment due on or prior to the following December 1, and (iv) fourth
to the annual principal payment due on or prior to the following December 1. In the event that on
December I of any given year the amount of Pledged Revenues remitted to the City, plus the
amount of the Eligible Operational Costs for such year, are more than the amount of the Owners'
Share due on or prior to December 1 of such year,and any deficit from any prior years,plus interest
on any such deficit, have been paid in full, then such excess Pledged Revenues shall be credited
first against the interest amount of the Owners' Share due in the next subsequent year, and then
against the principal amount of the Owners' Share due in the next subsequent year.
9.3.6 No later than December 31 in each year, the City shall provide the Interchange District
with a summary of(i) the Pledged Revenues received in such year through December I of such
year, (ii) the amount of the Eligible Operational Costs credited to the payment of the interest and
principal of the Owners' Share in such year, (iii)the amount of any credit or deficit remaining as
of December 1 of such year, (iv) the amount of unpaid interest, if any, as of December 1 of such
year, and (v) the total amount of the Owners' Share paid or credited through December 1 of such
year.
9.3.7 - The Parties acknowledge and agree that so long as (i) the Project Mill Levy, the Project
Fees and the Interchange PIF are being imposed and collected in accordance with the Binding
Agreement and this Capital Pledged Agreement, and (ii) the Interchange District is remitting or
causing the remittance of all the Pledged Revenues to the City in accordance with the provisions
of this Capital Pledge Agreement, then in the event that there are insufficient Pledged Revenues
to pay the full amount of the Owners' Share due in any year, this shall not constitute an event of
default hereunder,but the unpaid amount of the Owners' Share shall remain outstanding until paid
in full and interest shall accrue on any payment deficit as set forth in Section 2.03(e) hereof.
9.3.8 The Interchange District may prepay the Owners' Share in whole or in part in any amount,
on any date, without prepayment premium. Any such prepayment shall be applied first to any
unpaid interest due on the Owners' Share. After any such unpaid interest has been paid, the
remainder of such prepayment may be applied against the principal amounts due on the Owners'
Share in inverse order of-the principal payments due, or pro-rata to payments that are due, or in
such other manner as determined in writing by the Interchange District. Upon any such partial
prepayment, the Interchange District shall provide the City with a revised Payment Schedule.
9.3.9 The ROW Credit shall be applied as a credit against the principal amount of the Owners'
Share, as provided in Section 2.3 of the Binding Agreement. Upon the granting of such ROW
Credit,the Owners have the right under the Binding Agreement to determine how the ROW Credit
will be applied against the principal amount of the Owners' Share. Upon receipt of written notice
by the Interchange District from the Owners of the application of the ROW Credit,the Interchange
District shall provide the City and the Owners with the revised Payment Schedule reflecting such
ROW Credit.
9.3.10 The obligation of the Interchange District to pay the Owners' Share as provided herein
shall constitute a special and limited obligation of the Interchange District, payable solely from
and to the extent of the Pledged Revenues. The Pledged Revenues are hereby pledged by the
Interchange District to the City for the payment of the Owners' Share. The Interchange District
I
EXHIBIT D
hereby elects to apply all of the provisions of the Supplemental Act to this Capital Pledge
Agreement and the payment obligations hereunder.
9.3.11 In no event shall the total or annual obligations of the Interchange District hereunder
exceed the maximum amounts permitted under its electoral authority and applicable law.
9.4 Imposition of Project Mill Levy; Eligible Operational Costs; Formation Costs.
9.4.1 In order to fund a portion of the Owners' Share and to pay for Eligible Operational Costs
and Formation Costs, the Interchange District agrees to levy on all of the taxable property in such
Interchange District, in addition to all other taxes, direct annual taxes for collection in each of the
years when this Agreement is in effect, in the amount of the Project Mill Levy. The Pledged
Project Mill Levy Revenues shall be included in the Pledged Revenues and applied as provided
herein.
9.41 The Interchange District shall provide the City with an itemization of the Formation Costs
incurred by the Interchange District that are to be paid or reimbursed from revenues generated
from the Project Mill Levy, in an amount not exceeding$200,000. The City shall have the right
to review the Formation Costs to confirm that such costs, fees and expenses qualify as Formation
Costs for purposes of this Agreement. Upon receipt of the net revenues generated from the Project
Mill Levy, and after the City's confirmation of the Formation Costs, the Interchange District may
apply such revenues to the payment or reimbursement of all or any portion of the Formation Costs
until such Formation Costs are paid or reimbursed in full. The Interchange District acknowledges
and agrees that it shall not receive a credit against the Owners' Share to the extent that it applies
revenues from the Project Mill Levy to the payment of all or any portion of the Formation Costs.
9.4.3 The Interchange District shall provide the City with a copy of its proposed budget for the
subsequent fiscal year setting forth the amount of administrative and operating expenses budgeted
for the Interchange District for the subsequent fiscal year. If a budget amendment is required due
to circumstances that could not have been reasonably foreseen at the time the original budget was
adopted, the Interchange District shall provide the City with a copy of the proposed budget
amendment setting forth the amount of additional administrative and operating expenses
anticipated for the applicable year, and the reason for the increase. The City shall have the right
to review the budget and any subsequent budget amendment to confirm that the amount so
budgeted for administrative and operating expenses is reasonable, and that any amendment to the
budget was the result of circumstances that could not have been reasonably foreseen. The Eligible
Operational Costs for any year shall not exceed the amount set forth in the budget and any such
budget amendment, as reviewed and approved by the City. The Interchange District agrees that
any administrative and operating costs incurred by the Interchange District that exceed the amount
so budgeted for any year, including any approved budget amendment, shall not constitute Eligible
Operational Costs for purposes of this Agreement and shall not be paid or reimbursed from the
revenues generated from the Project Mill Levy or any other Pledged Revenues.
9.4.4 Upon receipt of the net revenues generated from the Project Mill Levy, the Interchange
District may apply such revenues to the payment of Eligible Operational Costs and any Carryover
Costs (as hereinafter defined). In the event that there are not sufficient revenues generated from
the Project Mill Levy in any year to pay the Eligible Operational Costs,such deficit shall constitute
EXHIBIT D
"Carryover Costs"for purposes of this Agreement,and the next available revenues generated from
the Project Mill Levy may be applied first to the repayment of these Carryover Costs. In-the event
that there are not sufficient revenues generated from the Project Mill Levy in any year to pay any
outstanding Carryover Amounts and the Eligible Operational Costs in such year, any such deficit
amount shall be added to the outstanding Carryover Costs. The City acknowledges and agrees that
the Interchange District will receive a credit each year against the Owners' Share in an amount
equal to the Eligible Operating Costs incurred by the Interchange District for such year, as further
set forth in Section 2.03(d) hereof.
9.4.5 This Section 2.04 is hereby declared to be the certificate of the Interchange District to the
Board of County Commissioners of Larimer County indicating the aggregate amount of taxes to
be levied for purposes of this Agreement and the payment obligations hereunder.
9.4.6 It shall be the duty of the Interchange District annually at the time and in the manner
provided by law for the levying of the Interchange District's taxes,if such action shall be necessary
to effectuate the provisions of this Agreement, to ratify and carry out the provisions hereof with
reference to the Project Mill Levy and collection of the proceeds thereof,and to require the officers
of the Interchange District to cause the appropriate officials of Larimer County to levy the Project
Mill Levy and to extend and collect such taxes in the manner provided by law, for the purpose of
providing funds for the payment of the Owners' Share promptly as the installments of the same,
respectively, become due. The proceeds of the Pledged Project Mill Levy Revenues, when
collected, shall be applied only to the payment of the Owners' Share due hereunder.
9.4.7 The Project Mill Levy shall be levied, assessed,collected, and enforced at the time and in
the form and manner and with like interest and penalties as other general taxes in the State of
Colorado.
9.4.8 The Interchange District shall pursue all reasonable efforts to collect, or cause the'
collection of, delinquent ad valorem property taxes within its boundaries.
9.4.9 Upon payment in full of the Owners' Share,the Interchange District's obligation to impose
the Project Mill Levy shall terminate.
9.4.10 Nothing herein shall be construed to require the Interchange District to impose an ad
valorem property tax levy in excess of the Project Mill Levy. Except as provided by the Service
Plan of the Interchange District, nothing herein shall be construed to prevent the Interchange
District from imposing an ad valorem property tax levy in excess of the Project Mill Levy to pay
administrative expenses in excess of the Eligible Operational Costs or for other lawful purposes.
9.4.11 The Specific Ownership Taxes received by the Interchange District in each year from the
levy of the Project Mill Levy shall be included in the Pledged Revenues and applied only to the
payment of the Owners' Share due hereunder.
9.5 Imposition of Project Fees. In order to provide additional Pledged Revenues to fund the
Owners' Share,the Interchange District agrees to impose and collect or cause the collection of the
Project Fees,which Project Fees shall be included in the Pledged Revenues and applied as provided
herein. The Interchange District agrees to take all necessary and proper steps promptly to adopt,
impose and enforce the payment of Project Fees at the time of issuance of each vertical
EXHIBIT D
development permit by the City. For the purpose of administering and facilitating the collection
of Project Fees, the City agrees to promptly notify the Interchange District whenever application
is made for a vertical building permit for structures or other improvements on any of the Properties,
and to collect the Project Fees on behalf of the Interchange District. The City shall send written
notice each month to the Interchange District as to the amount of Project Fees so collected in such
month. The City shall be allowed to retain the Project Fees so collected and shall credit the Project
Fees so collected, without deduction for any collection costs, to the amounts due to the City
hereunder, in accordance with Section 2.03 hereof. The Interchange District shall not modify,
amend or repeal the resolution or resolutions imposing the Project Fees in any manner or to any
extent that would result in a reduction of the rates or amount of Project Fees without the prior
written consent of the City.
Upon payment in full of the Owners' Share,the Interchange District's obligation to impose
the Project Fees shall terminate.
9.6 Collection of PIF Revenues. As provided in the Binding Agreement,the Owners have caused
or will cause to be recorded with respect to the Properties in the Interchange District the
Interchange PIF Covenant, touching,,concerning and running with the land, whereby during the
term of this Agreement there are to be collected and paid to the Interchange District the proceeds
derived from the imposition of a retail sales tax PIF at a rate equal to 0.75%,net of any reasonable
administrative fees for collection,on all future retail sales on the Properties that are also subject to
the City's sales taxes under Article IN, Chapter 25 of the City Code,which amounts, when and as
received by the Interchange District, shall be included in the Pledged Revenues. The Interchange
PIF revenues shall be collected pursuant to the terms and provisions of the Interchange PIF
Collection Agreement. The City shall have the right to review the Interchange PIF Collection
Agreement to confirm compliance with the terms and provisions of the Binding Agreement and
this Capital Pledge Agreement.
9.7 Payment and Application of Pledged Revenues. On or prior to the last day of each month,
the Interchange District shall remit or cause to be remitted to the City all Pledged Revenues that it
or the PIF Collection Agent received through the last day of the prior month. Such payment shall
be made in lawful money of the United States of America by check mailed or delivered,or by wire
transfer, to the City or as otherwise directed by the City. The City shall acknowledge in writing
the receipt of all amounts paid to it by the Interchange District or the PIF Collection Agent from
Pledged Revenues.
The books and records of the Interchange District and the PIF Collection Agent pertaining
to the collection and receipt of the Pledged Revenues shall be open for inspection by the authorized
representatives of the City during business hours upon reasonable notice.
The books and records of the City,pertaining to the collection and receipt of the Project
Fees shall be open for inspection by the authorized representatives of the Interchange District
during business hours upon reasonable notice. Such access shall be subject to the.provisions of
the Colorado Open Records Act contained in Article 72 of Title 24,C.R.S. In the event of disputes
or litigation between the Parties hereto, all access and requests for such records shall be made in
compliance with the Colorado Open Records Act.
EXHIBIT D
J
9.8 Effectuation of Pledge of Security, Current Appropriation. The sums required to pay the
amounts due hereunder are hereby appropriated for that purpose, and said amounts for each year
shall be included in the annual budget and the appropriation measures to be adopted or passed by
the Board of the Interchange District in each year while any of the obligations herein authorized .
are outstanding and unpaid. No provisions of any constitution, statute, resolution or other order
or measure enacted after the execution of this Agreement shall in any manner be construed as
limiting or impairing the obligation of the Interchange District under this Agreement to impose
and collect the Project Mill Levy, to impose and collect the Project Fees and to collect the PIF's.
In addition, and without limiting the generality of the foregoing, the obligations of the
Interchange District to transfer or cause the transfer of funds to the City as provided herein shall
survive any court determination of the invalidity of this Capital Pledge Agreement as a result of a
failure, or alleged failure, of any of the directors of the Interchange District to properly disclose,
pursuant to State of Colorado law, any potential conflicts of interest-related hereto in any way,
provided that such disclosure is made on the record of Interchange District's meetings as set forth
in its official minutes.
9.9 Limited Defenses; Specific Performance. It is understood and agreed by the Interchange
District that its obligations hereunder are absolute, irrevocable, and unconditional except as
specifically stated herein, and so long as any obligation of the Interchange District hereunder
remains unfulfilled, any obligations remain outstanding or any costs in connection therewith
remain unpaid, such Interchange District agrees that notwithstanding any fact, circumstance,
dispute, or any other matter, it will not assert any rights of setoff,counterclaim,estoppel,or other
defenses to its payment obligations,or take or fail to take any action which would delay a payment
to the City or impair the City's ability to receive payments due hereunder. Notwithstanding that
this Agreement specifically prohibits and limits defenses and claims of the Interchange District,in
the event the Interchange District believes that it has valid defenses, setoffs, counterclaims, or
other claims other than specifically permitted by this Section 2.09,it shall, nevertheless, make all
payments to the City as provided herein, and then may seek to recover such payments by actions
at law or in equity for damages or specific performance, respectively.
9.10 Future Exclusion of Property. The Interchange District shall not consent to the exclusion
of any real property from within its boundaries without the prior written consent of the City
Council, which consent shall be evidenced by resolution.
9.11 Additional Covenants of the Interchange District. The Interchange District additionally
covenants as follows:
9.11.1 The Interchange District will not issue or incur bonds, notes, or other obligations payable
in whole or in part from, or constituting a lien upon, the general ad valorem taxes of such
Interchange District (other than general ad valorem taxes imposed for the purpose of funding
operation,maintenance and administrative costs incurred by the Interchange District,provided that
such taxes are not imposed in excess of the amount permitted under its Service Plan after first
taking into account the imposition of the Project Mill Levy), Project Fees or Interchange P1F's
included in Pledged Revenues, other than obligations subject to annual appropriation and which
are expressly subject to the obligations of the Interchange District hereunder, without the prior
written consent of the City.
EXHIBIT D
9.11.2 At least once a year in the time and manner provided by law,the Interchange District will
cause an audit to be performed of the financial records relating to its revenues and expenditures.
In addition, at least once a year in the time and manner provided by law,the Interchange District
will cause a budget to be prepared and adopted. Copies of the budget and the audit will be filed
and recorded in the places,time, and manner provided by law.
ARTICLE 10
REPRESENTATIONS AND WARRANTIES
10.1 Representations and Warranties of the Interchange District. The Interchange
District hereby makes the following representations and warranties with respect to itself:
10.1.1 The Interchange District is a quasi-municipal corporation and political subdivision duly
organized and validly existing under the laws of the State.
10.1.2 The Interchange District has all requisite corporate power and authority to execute,deliver,
and to perform its obligations under this Capital Pledge Agreement. The Interchange District's
execution,,delivery, and performance of this Capital Pledge Agreement has been duly authorized
by all necessary action. The authorization for issuance of debt, fiscal year spending, revenue
collections and other constitutional matters requiring voter approval by the Interchange District
for purposes of this Capital Pledge Agreement was approved at the Election in accordance with
law and pursuant to due notice. The performance of the terms of this Capital Pledge Agreement
by the Interchange District requires no further electoral approval.
10.1.3 The Interchange District is not in violation of any of the applicable provisions of law or
any order of any court having jurisdiction in the matter, which violation could reasonably be
expected to materially adversely affect the ability of the Interchange District to perform its
obligations hereunder. The execution, delivery and performance by the Interchange District of
this Capital Pledge Agreement(i)will not violate any provision of any applicable law or regulation
or of any order, writ,judgment, or decree of any court, arbitrator, or governmental authority, (ii)
will not violate any provision of any document or agreement constituting,regulating, or otherwise
affecting the operations or activities of the Interchange District in a manner that could reasonably
be expected to result in a material adverse effect upon its financial condition or ability to meet its
obligations when due,and(iii)will not violate any provision of,constitute a default under,or result
in the creation or imposition of any lien, mortgage, pledge, charge, security interest, or
encumbrance of any kind on any of the revenues or other assets of the Interchange District pursuant
to the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which
the Interchange District is a party or which purports to be binding upon the Interchange District or
upon any of its revenues or other assets which could reasonably be expected to result in a material
adverse effect upon its financial condition or ability to meet its obligations when due.
10.1.4 The Interchange District has obtained all consents and approvals of, and has made all
registrations and declarations with any governmental authority or regulatory body required for the
execution,delivery,and performance by the Interchange District of this Capital Pledge Agreement.
EXHIBIT D
10.1.5 There is no action, suit, inquiry, investigation, or proceeding to which the Interchange
District is a party, at law or in equity, before or by any court, arbitrator, governmental or other
board, body, or official which is pending in connection with any of the transactions contemplated
by this Capital Pledge Agreement nor, to the best knowledge of the Interchange District is there
any basis therefor, wherein an unfavorable decision, ruling, or finding could reasonably be
expected to have a material adverse effect on the validity or enforceability of, or the authority or
ability of the Interchange District to perform its obligations under, this Capital Pledge Agreement.
10.1.6 This Capital Pledge Agreement constitutes the legal, valid, and binding obligation of the
Interchange District, enforceable against the Interchange District in accordance with its terms
(except as such enforceability may be limited by bankruptcy, moratorium, or other similar laws
affecting creditors' rights generally and provided that the application of equitable remedies is
subject to the application of equitable principles).
ARTICLE 11
DEFAULT AND REMEDIES
11.1 Events of Default. The occurrence or existence of any one or more of the following events
shall be an "Event of Default" hereunder, and there shall be no default or Event of Default
hereunder except as provided in this Section: .
11.1.1 the Interchange District fails or refuses to impose the Project Mill Levy,or the Project Fees,
or to enforce its rights in connection with the Interchange PIF's,or to remit or cause the remittance
of the Pledged Revenues as required by the terms of this Capital Pledge Agreement;
11.1.2 any representation or warranty made by either Party'in this Capital Pledge Agreement
proves to have been untrue or incomplete in any material respect when made;
11.1.3 either party fails in the performance of any other of its covenants in this Capital Pledge
Agreement,and such failure continues for 60 days after written notice specifying such default and
requiring the same to be remedied is given to either of the Parties hereto;
11.1.4 the Interchange District commences proceedings for dissolution or consolidation with
another metropolitan district during the term of this Agreement;or
11.1.5 (i)the Interchange District shall commence any case,proceeding,or other action(t1)under
any existing or future law of any jurisdiction relating to bankruptcy,insolvency,reorganization,or
relief of debtors, seeking to have an order for relief entered with respect to it or seeking to
adjudicate it insolvent or bankrupt or seeking reorganization, arrangement, adjustment, winding
up,liquidation,dissolution,composition,or other relief with respect to it or its debts,or(B)seeking
appointment of a receiver,trustee,custodian,or other similar official for itself or for any substantial
part of its property, or shall make a general assignment for the benefit of its creditors; or(ii)there
shall be commenced against it any case,proceeding,or other action of a nature referred to in clause
(i) and the same shall remain undismissed within 90 days following the date of filing; or(iii)there
shall be commenced against it any case,proceeding,or other action seeking issuance of a warrant
of attachment, execution, distraint, or similar process against all or any substantial part of its
property which results in the entry of an order for any such relief which shall not have been vacated,
EXHIBIT D
discharged,stayed,or bonded pending appeal within 90 days from the entry thereof;or(iv) it shall
take action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of
.the acts set forth in clauses (i),(h)or(iii)above;or(v) it shall generally not,or shall be unable to,
or shall admit in writing its inability to, pay its debts as they become due.
11.2 Remedies For Events of Default. Subject to Section 2.09 hereof, upon the occurrence
and continuation of an Event of Default,either Party-may proceed to protect and enforce its rights
against the Party causing the Event of Default by mandamus or'such other suit, action, or special
proceedings in equity or at law, in any court of competent jurisdiction, including, without
limitation, an action for specific performance, provided that no special or consequential damages
shall be awarded in connection with any Event of Default hereunder. In the event of any litigation
or other proceeding to enforce any of the terms, covenants or conditions hereof, the prevailing
party in such litigation or other proceeding shall obtain, as part of its judgment or award, its
reasonable attorneys' fees and costs.
ARTICLE 12
MISCELLANEOUS
12.1 Pledge of Revenue. The creation, perfection, enforcement, and priority of the pledge of
the Pledged Revenues to secure or pay the payment obligations of the Interchange District shall be
governed by Section 11-57-208 of the Supplemental Act and this Capital Pledge Agreement. The
Pledged Revenues shall immediately be subject to the lien of such pledge without any physical
delivery, filing,or further act. The lien of such pledge shall be valid,binding, and enforceable as
against all persons having claims of any kind in tort, contract, or otherwise against any of the
Interchange District irrespective of whether such persons have notice of such liens.
12.2 No Recourse Against Officers,Agents or Owners. Pursuant to Section 11-57-209 of the
Supplemental Act,if a member of the Board of Directors of the Interchange District,or any officer
or agent thereof, acts in good faith, no civil recourse shall be available against such member,
officer,or agent for payment of the payment obligations of the Interchange District. Such recourse
shall not be available either directly or indirectly through the Board or the Interchange District,or
otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or
otherwise. By the acceptance of this Capital Pledge Agreement and as a part of the consideration
hereof, the City specifically waives any such recourse. In addition to the immunities provided by
the Supplemental Act and this Section to such Board members,officers or agents in their official
capacities, there shall not be personal, recourse to any Owner under any provision of this
Agreement.
12.3 Conclusive Recital. Pursuant to Section 11-57-210 of the Supplemental Act,it is
hereby recited that this Capital Pledge Agreement and each of the obligations of the Interchange
District hereunder are issued pursuant to the Supplemental Act, and such recital is conclusive
evidence of the validity and the regularity of this Capital Pledge Agreement and such obligations
after their delivery for value. The Interchange District hereby acknowledges the receipt of value
for the execution and delivery of this Capital Pledge Agreement and the issuance of the obligations
evidenced hereby,in the form of the City's commitment to finance the Project in accordance with
EXHIBIT D '
the terms and provisions of the Binding Agreement and this Capital Pledge Agreement,other good
and valuable consideration.
12.4 Limitation of Actions. Pursuant to Section 11-57-212,C.R.S.,no legal or equitable action
brought with respect to any legislative acts or proceedings in connection with the authorization,
execution,or delivery of this Capital Pledge Agreement shall be commenced more than thirty days
after the authorization of this Capital Pledge Agreement.
12.5 Notices. Except as otherwise provided herein,all notices or payments required to be given
under this Agreement shall be in writing and shall be hand delivered or sent by certified mail,
return receipt requested, or air freight, to the-following addresses:
I-25/ProspectInterchange
Metropolitan District:
With a copy to: White Bear Ankele Tanaka&Waldron
c/o Robert G. Rogers,Esq.
2154 E. Commons Ave, Suite 2000
Centennial, CO 80122
303-858-1800
ffogers@wbapc.com
City of Fort Collins: Mike Beckstead
Chief Financial Officer
300 LaPorte Avenue
PO Box 580
Fort Collins,CO 80524
970-221-6795
mbeckstead@fcgov.com
With a copy to: John Duval
Deputy City Attorney
300 LaPorte Avenue
PO Box 580
Fort Collins,CO 80524
970-416-2488
jduval@fcgov.com
All notices or documents delivered or required to be delivered under the provisions of this
Agreement shall be deemed received one day after hand delivery or three days after mailing. Any
party by written notice so provided may change the address to which future notices shall be Sent,
and may provide the manner in which notices may be given, including without limitation,
electronic mail.
. F
EXHIBrr D
12.6 Findings and Determinations Relative to Service Plan and Electoral Debt
Limitations. The Board of Directors of the Interchange District has made,and by approval of this
Capital Pledge Agreement hereby makes,the following findings and determinations relative to the
limitations on indebtedness set forth in its Service Plan and applicable electoral authorization:
12.6.1 Pursuant to its Service Plan, Interchange District is permitted to issue "Debt" (as defined
therein) in the maximum principal amount of$ . The maximum principal amount,
total repayment cost and annual repayment cost of the Debt of the Interchange District approved
at the Election were $ , $ , and $ , respectively, and the
payment obligations of the Interchange District do. not exceed any of such approved amounts.
$ of such principal authorization is allocated to the payment obligations evidenced
by this Capital Pledge Agreement.
12.6.2 Prior to the execution and delivery of this Capital Pledge Agreement the Interchange
District had no Debt outstanding.
12.6.3 As of the date of its execution and delivery this Capital Pledge Agreement represents the
sole Debt of the Interchange District.
12.7 General.
12.7.1 This Capital Pledge Agreement and the Binding Agreement constitutes the final,complete,
and exclusive statement of the terms of the agreement between the Parties pertaining to the subject
matter of this Capital Pledge Agreement and the Binding Agreement and supersede all prior and
contemporaneous understandings or agreements of the parties, including without limitation, the
MOU. This Capital Pledge Agreement may not be contradicted by evidence of any prior or
contemporaneous statements or agreements. No Party has been induced to enter into this Capital
Pledge Agreement by, nor is any party relying on, any representation, understanding, agreement,
commitment, or warranty except those expressly set forth in this Capital Pledge Agreement.
12.7.2 If any term or provision of this Capital Pledge Agreement is determined to be illegal,
unenforceable,or invalid in whole or in part for any reason, such illegal,unenforceable, or invalid
provisions or part thereof shall be stricken from this Capital Pledge Agreement,and such provision
shall not affect the legality, enforceability, or validity of the remainder of this Capital Pledge
Agreement. If any provision or part thereof of this Capital Pledge Agreement is stricken in
accordance with the provisions hereof,then such stricken provision shall be replaced,to the extent
possible, with a legal, enforceable, and valid provision that is as.similar in tenor to the stricken
provision as is legally possible.
12.7.3 It is'intended that there be no third-party beneficiaries of this Capital Pledge Agreement,
other than the Owners. Nothing contained herein,expressed or implied,is intended to give to any
person, other than the Owners, any claim, remedy, or right under or pursuant hereto, and any
agreement, condition,covenant,or term contained herein required to be observed or performed by
or on behalf of any Party hereto shall be for the sole and exclusive benefit of the other Party,and
the Owners.
EXHIBIT D
12.7.4 This Capital Pledge Agreement may not be assigned or transferred by any Party without
the prior written consent of the other Party. Any such assignment or transfer without the required
prior written consent shall be deemed null and void and of no effect.
12.7.5 This Capital Pledge Agreement shall be governed by and construed under the applicable
laws of the State of Colorado. Venue for any judicial action to interpret or enforce this Capital
Pledge Agreement shall be in Larimer County District Court of the Eighth Judicial District for the
State of Colorado.
12.7.6 This Capital Pledge Agreement may be amended or supplemented by the Parties, but any
such amendment or supplement must be in writing and must be executed by both Parties.
12.7.7 If the date for making any payment or performing any action hereunder shall be a legal
holiday or a day on which banks in Denver, Colorado are authorized or required by law to remain
closed, such payment may be made or act performed on the next succeeding day which is not a
legal holiday or a day on which banks in Denver, Colorado are authorized or required by law to
remain closed.
12.7.8 Each Party has participated fully in the review-and revision of this Capital Pledge
Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply in interpreting this Capital Pledge Agreement. The language in this
Capital Pledge Agreement shall be interpreted as to its fair meaning and not strictly for or against
any Party.
12.7.9 This Capital Pledge Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
12.7.10 The Interchange District and the City shall have the right to access and review each
other's records and accounts, at reasonable times during regular office hours, for purposes of
determining compliance with the terms of this Agreement. Such access shall be subject to the
provisions of the Colorado Open Records Act contained in Article 72 of Title 24, C.R.S. In the
event of disputes or litigation between the Parties hereto, all access and requests for such records .
shall be made in compliance with the Colorado Open Records Act.
12.7.11 The Parties each covenant that they will do,execute, acknowledge, and deliver or
cause to.be done, executed, acknowledged, and delivered, such acts, instruments, and transfers as
may reasonably be required for the performance of their obligations hereunder.
(1) This Agreement shall be binding upon and inure to the benefit of the Parties
and their respective successors and assigns.
12.8 Effective Date and Termination Date. This Agreement shall become effective on
_, 2018, and shall remain in effect until the payment in full of the Owners' Share.
EXHIBIT D
IN WITNESS WHEREOF,the Interchange District and the City have executed this Capital
Pledge Agreement as of the day and year first above written.
INTERCHANGE DISTRICT
By:
Title:
ATTEST:
Secretary
CITY OF FORT COLLINS
By:
Mayor
ATTEST:
City Clerk
EXHIBIT D
Exhibit"C '
FCIC Parcel
J
' r
1
EXHIBrF D
Exhibit"D"
GAPA Parcel
EXHIBIT D
Exhibit'E"
TIC Owners Parcels
i
J
EXHIBTr D
Exhibit'V'
Paradigm Parcels
4 ,
EXHIBrr D
Exhibit"G"
CSURF Parcels l
Section 2.,, That the Mayor is hereby authorized to enter into the Game Day IGA, in
substantially the form attached hereto as Exhibit "A," together with such additional terms and
conditions as the City Manager, in consultation with the City Attorney, determines to be necessary
and appropriate to protect the interests of the City or to effectuate the purposes of this Resolution.
Section 3. That the City Manager is hereby authorized to execute service addendums
and amendments in accordance with and subject to the provisions of Section 1.2 of the Game Day
IGA.
Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 21 st
day of August, A.D. 2018.
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C
ayor
ATTEST:
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city C1
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