agenda item summary april 16, 2019

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AGENDA ITEM SUMMARY April 16, 2019

City Council STAFF

Josh Birks, Economic Health Director John Duval, Legal SUBJECT

Resolution 2019-051 Approving a Development Agreement to Secure Public Benefits for Development of the Waterfield Fourth Filing. EXECUTIVE SUMMARY

The purpose of this item is to approve the Waterfield Development Agreement to Secure Public Benefits (the “Development Agreement”), in accordance with the Consolidated Service Plan for Waterfield Metropolitan Districts Nos. 1-3, approved by City Council on September 18, 2018 (the “Service Plan”). Staff has completed its review of the Development Agreement to ensure it conforms to the Service Plan. STAFF RECOMMENDATION

Staff recommends adoption of the Resolution. BACKGROUND / DISCUSSION

Project Overview Thrive Home Builders (“Thrive”) is proposing to construct approximately 498 homes on 71 acres (net of the school site; 93 acres total) in total 190 dwelling units including 152 single family dwelling units, 22 single family alley loaded dwelling units, and 16 single family attached dwelling units, together with a tract for future development of a maximum of 200 multi-family dwelling units at the northwest corner of Vine Drive and Timberline Road. (Attachment 1) The project, called Waterfield, will follow Thrive’s commitment to healthy, efficient, and local home construction, including all their normal standards and include raw water irrigation, comply with water-sense standards, and re-plat the project to provide urban design and density, alleys, and walkable features. Thrive is a Colorado grown company that has operated in the metro-Denver area for the past 20 years. Thrive is committed to building healthy, efficient, and local homes. They achieve this goal by:

• Healthy - All homes are constructed to the Environmental Protection Agency’s Indoor airPLUS program standards, include active radon ventilation systems, using advanced moisture management practices to reduce the likelihood of mold, and use low Volatile Organic Compound (“VOC”) products.

• Efficient - All homes are constructed to the U.S. Department of Energy Zero Energy Ready Home standard, achieve Energy Star Certified status, and include a RESNET HERS score - an independent energy rating that validates energy efficiency level.

• Local - Locally-sourced products are used when available - an example is blue-stained beetle kill pine.

Thrive also builds affordable homes. Thrive has been building affordable homes, meeting the Denver Inclusionary Housing guidelines through a deed restriction, for the past 12 years at the Stapleton Airport Redevelopment. Thrive has built over 380 affordable homes in the Stapleton project. In addition, they have

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constructed approximately 500 for-sale homes targeted at 80 percent of Area Median Income (“AMI”) at Belle Creek. In both projects, these homes deliver the same Zero Energy Ready features as Thrive uses in market rate housing, including trademark double walls, the ability to add solar panels, and other zero energy ready features. Public Benefits The Service Plan anticipates using the Debt Mill Levy to support the issuance of bonds in the maximum amount of $22.4 million, with an anticipated outstanding balance peak of $15.7 million, to fund the public improvement portion of the following $37.3 million in improvements: 1. Water and Energy Conservation

a. Zero Energy Ready Homes b. LEED Certification c. Net Zero Energy / Distributed Energy Storage Homes d. Solar PV Homes

2. Multimodal Transportation

a. Buffered bicycle lanes b. Six-foot wide sidewalks on both sides of Suniga Road c. Two pedestrian crossings on Suniga Road at Merganser Street

3. Critical Public Infrastructure

a. Design and construction of Suniga Road as a four-lane major arterial in the dedicated Suniga Road right-of-way between the existing Timberline Road and the future Turnberry Road.

b. Compliance with an Alternative Mitigation Strategy identified pursuant to Section 4.6.8 of the Larimer County Urban Area Street Standards by paying its proportionate share of the costs to address the adequate public facilities issues at the intersection of Vine Street and Lemay Avenue

.

4. High Quality and Smart Growth Management a. Alley access to the garages of approximately ninety-three percent (93%) of the homes b. Smaller lot sizes than in the Third Filing c. A high percentage (approximately 44%) of attached housing types

5. Walkability and Pedestrian Friendliness a. Construction of a six-foot wide pedestrian trail (a combination of raised boardwalk and crusher

fines trail) around the perimeter of the wetland b. Paseo-type sidewalk connections through blocks and open space areas

6. Public Spaces

a. The Developer shall include a combination of green courts, pocket parks and a community plaza for the public use and enjoyment of the neighborhood

7. Affordable Housing

a. At least ten percent (10%) of the total number of dwelling units approved within the FDP shall be affordable for-sale dwelling units for families earning eighty percent (80%) of the Fort Collins’ Area Median Income (“AMI”) for a family of four

b. The Developer will continue to participate in a collaborative effort among developers within the boundaries of the Mountain Vista Subarea Plan, the City, a community land trust and entities such as Housing Catalyst and Habitat for Humanity on a strategy for long-term affordability of the Required Affordable Units

c. Sixty-six percent (66%) of the Required Affordable Units must be secured by mechanisms described in the Development Agreement prior to the Developer’s receipt of a building permit for more than fifty percent (50%) of the total number of dwelling units, and the remaining thirty-five percent (34%) of the Required Affordable Units shall be so secured prior to receipt of a building permit for the last one hundred (100) of the dwelling units approved

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Performance Assurances The Service Plan prohibits the issuance of any debt or imposition of the debt mill levy or fees to pay debit unless and until the delivery of the Public Benefits area secured for each development phase of the project in a manner that is approved by City Council. This requirement can be satisfied by one or both of the following methods, as applicable:

• Intergovernmental Agreement - For any of the Public Benefits to be provided by one or more of the Districts, each such District must enter into an intergovernmental agreement with the City agreeing to provide those Public Benefits as a legally enforceable multiple-fiscal year obligation of the District under TABOR or by securing performance of that obligation with a surety bond, letter of credit or other security acceptable to the City and all such intergovernmental agreements must be approved by the City Council by resolution; or

• Approved Development Plan - For any of the Public Benefits to be provided by one or more Developers of the Planned Development, each such Developer must enter into a development agreement with the City under the Developer’s applicable Approved Development Plan, which agreement must legally obligate the Developer to provide those Public Benefits before the City is required to issue building permits and/or certificates of occupancy for structures to be built under the Approved Development Plan for that phase of the Planned Development or to secure such obligations with a surety bond, letter of credit or other security acceptable to the City and all such development agreements must be approved by the City Council by resolution.

Funding/Securing of Public Benefits Although the intent is that one or more of the Districts will fund the required public benefits they have the legal ability to fund and the Developer will fund the remaining public benefits, the Districts and the Developer have not yet apportioned between them the funding of such public benefits. Therefore, it is the Developer that is agreeing in the Development Agreement to secure the provision of all of the Public Benefits. These are secured in the Development Agreement by the City withholding building permits or certificates of occupancy until the particular Public Benefits are provided. Conclusion The Development Agreement satisfies the requirement in the Service Plan that the public benefits be secured. Staff recommends adoption of the Resolution, as the Agreement meets both the spirit of the Metro District Policy and helps the City achieve its strategic objectives. For example, some of the Public Benefits speak to the City’s commitment to CAP goals with energy efficiency benefits that exceed the City’s current code. In addition, the project will create at least 50 units of affordable housing, addressing the City’s objective of increasing the inventory of affordable units as outlined in the Affordable Housing Strategic Plan. Additional Supplied Materials The applicant requesting consideration of the Public Benefits Development Agreement has submitted the following items for Council’s review. These items include:

• Exhibit A - Map of Districts with public benefits distribution (Attachment 1);

• Summary of Public Benefits (Attachment 2);

• City Council Resolution 2018-082 with Service Plan attached (Attachment 3) CITY FINANCIAL IMPACTS

The proposed Development Agreement will not have an impact on the City’s financials. The applicant has paid the fees required under the City’s previous Metro District policy, which fees are designed to offset the cost of staff and outside consultant review.

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ATTACHMENTS

1. Map of Districts with public benefits distribution (PDF) 2. Summary of Public Benefits (PDF) 3. Resolution 2018-082 (PDF) 4. Powerpoint presentation (PDF)

ATTACHMENT 1

WATERFIELD METRO DISTRICT

Section Item Description of Public Benefit Planning Comments EHO Comments

Page 1 of 3

Water and Energy Conservation

1C1 Zero Energy Ready Homes

All dwelling units will be built to the Department of Energy Zero Energy Ready Home National Program Requirements and the Environmental Protection Agency Indoor airPLUS Program Construction Specifications.

Exceeds Code Additional benefit

1C2 LEED Certification All dwelling units shall achieve LEED for Homes Certification.


1C3 Net Zero Energy / Distributed Energy Storage Homes

A minimum of ten percent (10%) of the total number of dwelling units shall be built to achieve a Home Energy Rating System Index Score of 15 or less (the “Net Zero Standard”) or, as an alternative, shall include either a battery storage system within the dwelling unit or access to a battery storage system installed within the FDP which has the capability to supply multiple homes.


1C4 Solar PV Homes A minimum of ten percent (10%) of the total number of dwelling units shall be constructed with a rooftop solar photovoltaic system or, as an alternative, shall include access to Distributed Energy Storage.


Multimodal Transportation

1D1 Buffered bicycle lanes Buffered bicycle lanes [i.e. six-foot wide, six-inch raised dedicated bicycle lanes] on both sides of Suniga Road in the dedicated Suniga Road right-of-way for the entire length of Suniga Road.

Waterfield design does not go above and beyond that which is normally required. This design is being required of all the proposed developments that abut Suniga Road.

Not Additional benefit

1D2 Six-foot wide sidewalks on both sides of Suniga Road

foot wide sidewalks on both sides of Suniga Road in the dedicated Suniga Road right-of-way for the entire length of Suniga Road

These public sidewalks are required for 4-lane arterial streets


ATTACHMENT 2



Page 2 of 3

Critical Public Infrastructure

1E1 Design and construction of Suniga Road as a four-lane major arterial

Design and construction of Suniga Road as a four-lane major arterial in the dedicated Suniga Road right-of-way between the existing Timberline Road and the future Turnberry Road.

This is a requirement. The same requirement has been made for Northfield, The Retreat, Aspen Heights, Old Town North and Crowne Apartments at Old Town North.


1E2 Compliance with an Alternative Mitigation Strategy identified pursuant to Section 4.6.8 of the Larimer County Urban Area Street Standards.

Paying its proportionate share of the costs to address the adequate public facilities issues at the intersection of Vine Street and Lemay Avenue/

This is a requirement per the recently revised Adequate Public Facilities standard, LUC Section 3.7.3 (Ordinance 109, 2018) and applies equally to The Retreat and Northfield.


High Quality and Smart Growth Management

1Fi Garages on alleyways Alley access to the garages of approximately ninety-three percent (93%) of the homes

205 of the 498 total number of dwelling units (41%), the alley is the only access in lieu of a street (public or private). Buildings that don’t front on streets are in fundamental non-compliance with the design intent and purpose statement of the L-M-N zone district.

Suggest design change for the developer to include street access to units that do not currently include it.

1Fii Smaller lot sizes The LUC contains no mention of expressing any favorable bias or preference for any residential development that comes in at the higher values within the allowable density range or a different mix of allowable housing types.


1Fiii Density A high percentage (approximately 44%) of attached housing types (two-family and three-, four-, five- and six-plexes)

Since Waterfield contains more than 40 acres, the project is required to have four housing types.


General Neither the LUC or the Draft City Plan include the terms “New Urbanist” or “Smart Growth.” In terms of development review per the LUC, now and in the future, these terms have no meaning.

Remove references to “New Urbanist” in future documents. “Smart Growth” is used in the City’s Metro District Policy.



Page 3 of 3

Walkability & Pedestrian Friendliness

1Gi Construction of a six-foot wide pedestrian trail

A combination of raised boardwalk and crusher fines trail around the perimeter of the wetland

This is a requirement. Not Additional benefit

1Gii Paseo-type sidewalk connections

Through blocks and open space areas This is a requirement. Not Additional benefit

Public Spaces

1H Public Spaces The Developer shall include a combination of green courts, pocket parks and a community plaza in the FDP for the public use and enjoyment of the neighborhood.

These are required per LUC L-M-N Zone 4.5(D)(6). Also, these spaces compensate for the lack of private outdoor gathering opportunities on a per lot basis for the single family attached dwelling units, most of which do not have yards or patios, only front porches.


Affordable Housing

1I1 Affordable Housing Units At least ten percent (10%) of the total number of dwelling units shall be affordable for-sale dwelling units for families earning eighty percent (80%) of the Fort Collins’ Area Median Income (“AMI”) for a family of four (“Required Affordable Units”)

Exceeds Code Exceeds Code

1I2 Affordable Deed Restriction

The Developer agrees to impose or require the imposition of deed restrictions for a twenty (20)-year period on all Required Affordable Units. The deed restrictions shall limit reconveyances of any of the Required Affordable Units during the twenty (20)-year period to purchasers with incomes of eighty percent (80%) of the Fort Collins AMI for a family of four

Exceeds Code Exceeds Code

ATTACHMENT 3

CONSOLIDATED SERVICE PLAN

FOR

WATERFIELD METROPOLITAN DISTRICT NOS. 1-3

CITY OF FORT COLLINS, COLORADO

Prepared by:

White Bear Ankele Tanaka & Waldron, Professional Corporation

748 Whalers Way, Suite 210

Fort Collins, Colorado 80525

Submitted On: August 29, 2018

Approved On: September 18, 2018

EXHIBIT A

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Table of Contents

INTRODUCTION ...........................................................................................................................1

Purpose and Intent ........................................................................................................................1

Need for Districts .........................................................................................................................1

Objective of the City regarding Districts’ Service Plan ...............................................................2

City Approvals .............................................................................................................................2

DEFINITIONS .................................................................................................................................2

BOUNDARIES AND LOCATION .................................................................................................5

DESCRIPTION OF PROJECT, PLANNED DEVELOPMENT, PUBLIC BENEFIT &

ASSESSED VALUATION .............................................................................................................6

Project and Planned Development ...............................................................................................6

Public Benefits .............................................................................................................................6

Assessed Valuation ......................................................................................................................7

INCLUSION OF LAND IN THE SERVICE AREA ......................................................................7

DISTRICT GOVERNANCE ...........................................................................................................7

AUTHORIZED AND PROHIBITED POWERS ............................................................................7

Prohibited Improvements and Services and other Restrictions and Limitations ........................8

Eminent Domain Restriction ..............................................................................................8

Fee Limitation ....................................................................................................................8

Operations and Maintenance ..............................................................................................8

Fire Protection Restriction .................................................................................................9

Public Safety Services Restriction .....................................................................................9

Grants from Governmental Agencies Restriction ..............................................................9

Golf Course Construction Restriction ..................................................................................9

Television Relay and Translation Restriction ....................................................................9

Sales and Use Tax Exemption Limitation .......................................................................10

Sub-district Restriction ....................................................................................................10

Initial Debt Limitation .....................................................................................................10

Privately Placed Debt Limitation .....................................................................................10

Special Assessments ..........................................................................................................10

PUBLIC IMPROVEMENTS AND ESTIMATED COSTS ..........................................................10

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Development Standards ..............................................................................................................11

Contracting .................................................................................................................................11

Land Acquisition and Conveyance ............................................................................................11

Equal Employment and Discrimination .....................................................................................12

FINANCIAL PLAN/PROPOSED DEBT......................................................................................12

Financial Plan .............................................................................................................................12

Mill Levies .................................................................................................................................12

Aggregate Mill Levy Maximum ......................................................................................12

Regional Mill Levy Not Included in Other Mill Levies ..................................................13

Operating Mill Levy ........................................................................................................13

Gallagher Adjustments .....................................................................................................13

Excessive Mill Levy Pledges ............................................................................................13

Refunding Debt ................................................................................................................13

Maximum Debt Authorization ..........................................................................................13

Maximum Voted Interest Rate and Underwriting Discount ......................................................14

Interest Rate and Underwriting Discount Certification ..............................................................14

Disclosure to Purchasers ............................................................................................................14

External Financial Advisor .........................................................................................................15

Disclosure to Debt Purchasers ....................................................................................................15

Security for Debt ........................................................................................................................15

TABOR Compliance ..................................................................................................................15

Districts’ Operating Costs ..........................................................................................................16

Regional Improvements .................................................................................................................16

Regional Mill Levy Authority ....................................................................................................16

Regional Mill Levy Imposition ..................................................................................................16

City Notice Regarding Regional Improvements ........................................................................16

Regional Improvements Authorized Under Service Plan ..........................................................16

Expenditure of Regional Mill Levy Revenues ...........................................................................17

Intergovernmental Agreement .........................................................................................17

No Intergovernmental Agreement ...................................................................................17

Regional Mill Levy Term ...........................................................................................................17

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Completion of Regional Improvements .....................................................................................17

City Authority to Require Imposition ........................................................................................17

Regional Mill Levy Not Included in Other Mill Levies .............................................................17

Gallagher Adjustment ................................................................................................................17

City Fees ........................................................................................................................................17

Bankruptcy Limitations .................................................................................................................18

Annual Reports and Board Meetings .............................................................................................18

General .......................................................................................................................................18

Board Meetings ………………………………………………………………………………..18

Report Requirements ..................................................................................................................18

Narrative ...........................................................................................................................18

Financial Statements .........................................................................................................18

Capital Expenditures ........................................................................................................19

Financial Obligations ........................................................................................................19

Other Information ............................................................................................................19

Reporting of Significant Events .................................................................................................19

Failure to Submit ........................................................................................................................20

Service Plan Amendments .............................................................................................................20

Material Modifications...................................................................................................................20

Dissolution .....................................................................................................................................20

Sanctions ........................................................................................................................................21

Conclusion .....................................................................................................................................21

Resolution of Approval ..................................................................................................................22

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EXHIBIT

EXHIBIT A-1 Legal Description of District No. 1 Boundaries



EXHIBIT B-1 District No. 1 Boundary Map



EXHIBIT C Vicinity Map

EXHIBIT D Public Improvement Cost Estimates

EXHIBIT E Public Improvements Maps

EXHIBIT F Financial Plan

EXHIBIT G Public Benefits

EXHIBIT H Disclosure Notice

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I. INTRODUCTION

A. Purpose and Intent.

The Districts, which are intended to be independent units of local government separate

and distinct from the City, are governed by this Service Plan, the Special District Act and

other applicable State law. Except as may otherwise be provided for by State law, City Code

or this Service Plan, the Districts’ activities are subject to review and approval by the City

Council only insofar as they are a material modification of this Service Plan under C.R.S.

Section 32-1-207 of the Special District Act.

It is intended that the Districts will provide all or part of the Public Improvements for

the Project for the use and benefit of all anticipated inhabitants and taxpayers of the Districts.

The primary purpose of the Districts will be to finance the construction of a portion of these

Public Improvements by the issuance of Debt.

It is also intended under this Service Plan that no District shall be authorized to

issue any Debt, impose a Debt Mill Levy or impose any Fees for payment on Debt unless

and until the delivery of the applicable Public Benefits described in Section IV.B of this

Service Plan has been secured in accordance with Section IV.B of this Service Plan.

It is further intended that this Service Plan requires the Districts to pay a portion of the cost

of the Regional Improvements, as provided in Section X of this Service Plan, as part of ensuring

that those privately-owned properties to be developed in the District that benefit from the Regional

Improvements pay a reasonable share of the associated costs.

The Districts are not intended to provide ongoing operations and maintenance services

except as expressly authorized in this Service Plan.

It is the intent of the Districts to dissolve upon payment or defeasance of all Debt incurred

or upon a court determination that adequate provision has been made for the payment of all Debt,

except that if the Districts are authorized in this Service Plan to perform continuing operating or

maintenance functions, the Districts shall continue in existence for the sole purpose of providing

such functions and shall retain only the powers necessary to impose and collect the taxes or Fees

authorized in this Service Plan to pay for the costs of those functions.

It is intended that the Districts shall strictly comply the provisions of this Service Plan

and that the City may enforce any non-compliance with these provisions as provided in

Section XVII of this Service Plan.

B. Need for the Districts.

There are currently no other governmental entities, including the City, located in the

immediate vicinity of the Districts that consider it desirable, feasible or practical to undertake the

planning, design, acquisition, construction, installation, relocation, redevelopment and financing

of the Public Improvements needed for the Project. Formation of the Districts is therefore

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necessary in order for the Public Improvements required for the Project to be provided in the most

economic manner possible.

C. Objective of the City Regarding Districts’ Service Plan.

The City’s objective in approving this Service Plan is to authorize the Districts to provide

for the planning, design, acquisition, construction, installation, relocation and redevelopment of

the Public Improvements from the proceeds of Debt to be issued by the Districts, but in doing so,

to also establish in this Service Plan the means by which both the Regional Improvements and the

Public Benefits will be provided. Except as specifically provided in this Service Plan, all Debt is

expected to be repaid by taxes and Fees imposed and collected for no longer than the Maximum

Debt Mill Levy Imposition Term for residential properties, and at a tax mill levy no higher than

the Maximum Debt Mill Levy. Fees imposed for the payment of Debt shall be due no later than

upon the issuance of a building permit unless a majority of the Board which imposes such a Fee is

composed of End Users as provided in Section VII.B.2. Debt which is issued within these

parameters and, as further described in the Financial Plan, will insulate property owners from

excessive tax and Fee burdens to support the servicing of the Debt and will result in a timely and

reasonable discharge of the Debt.

D. City Approvals.

Any provision in this Service Plan requiring “City” or “City Council” approval or consent

shall require the City Council’s prior written approval or consent exercised in its sole discretion.

Any provision in this Service Plan requiring “City Manager” approval or consent shall require the

City Manager’s prior written approval or consent exercised in the City Manager’s sole discretion.

II. DEFINITIONS

In this Service Plan, the following words, terms and phrases which appear in a capitalized

format shall have the meaning indicated below, unless the context clearly requires otherwise:

Aggregate Mill Levy: means the total mill levy resulting from adding a District’s Debt Mill

Levy and Operating Mill Levy. A District’s Aggregate Mill Levy does not include any

Regional Mill Levy that the District may levy.

Aggregate Mill Levy Maximum: means the maximum number of combined mills that each

District may each levy for their Debt Mill Levy and Operating Mill Levy, at a rate not to

exceed the limitation set in Section IX.B.1 of this Service Plan.

Approved Development Plan: means a City-approved development plan or other land-use

application required by the City Code for identifying, among other things, public

improvements necessary for facilitating the development of property within the Service

Area, which plan shall include, without limitation, any development agreement required

by the City Code.

Board or Boards: means the duly constituted board of directors of any of the Districts, or

the boards of directors of all of the Districts, in the aggregate.

Bond, Bonds or Debt: means bonds, notes or other multiple fiscal year financial obligations

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for the payment of which a District has promised to impose an ad valorem property tax

mill levy, Fees or other legally available revenue. Such terms do not include contracts

through which a District procures or provides services or tangible property.

City: means the City of Fort Collins, Colorado, a home rule municipality.

City Code: means collectively the City’s Municipal Charter, Municipal Code, Land Use

Code and ordinances as all are now existing and hereafter amended.

City Council: means the City Council of the City of Fort Collins, Colorado.

City Manager: means the City Manager of the City of Fort Collins, Colorado.

C.R.S.: means the Colorado Revised Statutes.

Debt Mill Levy: means a property tax mill levy imposed on Taxable Property within a

District for the purpose of paying Debt as authorized in this Service Plan, at a rate not to

exceed the limitations set in Section IX.B.

Developer: means a person or entity that is the owner of property or owner of contractual

rights to property in the Service Area that intends to develop the property.

District: means Waterfield Metropolitan District No. 1, Waterfield Metropolitan District

No. 2 or Waterfield Metropolitan District No. 3, individually, each organized under and

governed by this Service Plan.

District No. 1 Boundaries: means the boundaries of the area legally described in Exhibit

“A-1” attached hereto and incorporated by reference and as depicted in the District No. 1

Boundary Map.



Boundary Map.



Boundary Map.

District No. 1 Boundary Map: means the map of the District No. 1 Boundaries attached

hereto as Exhibit “B-1” and incorporated by reference.





Districts: means Waterfield Metropolitan District No. 1, Waterfield Metropolitan District

No. 2 and Waterfield Metropolitan District No. 3, collectively, organized under and

governed by this Service Plan.

End User: means any owner, or tenant of any owner, of any property within the Districts,

who is intended to become burdened by the imposition of ad valorem property taxes and/or

Fees. By way of illustration, a resident homeowner, renter, commercial property owner or

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commercial tenant is an End User. A Developer and any person or entity that constructs

homes or commercial structures is not an End User.

External Financial Advisor: means a consultant that: (1) is qualified to advise Colorado

governmental entities on matters relating to the issuance of securities by Colorado

governmental entities including matters such as the pricing, sales and marketing of such

securities and the procuring of bond ratings, credit enhancement and insurance in respect of

such securities; (2) shall be an underwriter, investment banker, or individual listed as a

public finance advisor in the Bond Buyer’s Municipal Market Place or, in the City’s sole

discretion, other recognized publication as a provider of financial projections; and (3) is

not an officer or employee of the Districts or an underwriter of the Districts’ Debt.

Fees: means the fees, rates, tolls, penalties and charges the Districts are authorized to

impose and collect under this Service Plan.

Financial Plan: means the Financial Plan described in Section IX of this Service Plan which

was prepared by D.A. Davidson and Co. in accordance with the requirements of this

Service Plan and describes (a) how the Public Improvements are to be financed; (b) how

the Debt is expected to be incurred; and (c) the estimated operating revenue derived from

property taxes and any Fees for the first budget year through the year in which all of the

Districts’ Debt is expected to be defeased or paid in the ordinary course.

Maximum Debt Authorization: means the total Debt the Districts are permitted to issue as

set forth in Section IX.B.7 of this Service Plan.

Maximum Debt Mill Levy Imposition Term: means the maximum term during which a

District’s Debt Mill Levy may be imposed on residential property within its boundaries.

This maximum term shall not exceed forty (40) years from December 31 of the year this

Service Plan is approved by City Council.

Operating Mill Levy: means a property tax mill levy imposed on Taxable Property for the

purpose of funding District administration, operations and maintenance as authorized in

this Service Plan, including, without limitation, repair and replacement of Public

Improvements, and imposed at a rate not to exceed the limitations set in Section IX.B of

this Service Plan.

Planned Development: means the private development or redevelopment of the properties

in the Service Area, commonly referred to as the Waterfield development, under an

Approved Development Plan.

Project: means the installation and construction of the Public Improvements for the Planned

Development.

Public Improvements: means the improvements and infrastructure the Districts are

authorized by this Service Plan to fund and construct for the Planned Development to serve

the future taxpayers and inhabitants of the Districts, except as specifically prohibited or

limited in this Service Plan. Public Improvements shall include, without limitation, the

improvements and infrastructure described in Exhibit “D” attached hereto and

incorporated by reference. Public Improvements do not include Regional Improvements.

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Regional Improvements: means any regional public improvement identified by the City, as

provided in Section X of this Service Plan, for funding, in whole or part, by a Regional

Mill Levy levied by the Districts.

Regional Mill Levy: means the property tax mill tax imposed on Taxable Property for the

purpose of planning, designing, acquiring, funding, constructing, installing, relocating

and/or redeveloping the Regional Improvements and/or to fund the administration and

overhead costs related to the Regional Improvements as provided in Section X of this

Service Plan.

Service Area: means the property within the District No. 1 Boundaries, District No. 2

Boundaries and District No. 3 Boundaries, collectively, as may be amended from time to

time as further set forth in this Service Plan and the Special District Act.

Special District Act: means Article 1 in Title 32 of the Colorado Revised Statutes, as

amended.

Service Plan: means this service plan for the Districts approved by the City Council.

Service Plan Amendment: means a material modification of the Service Plan approved by

the City Council in accordance with the Special District Act, this Service Plan and any

other applicable law.

State: means the State of Colorado.

Taxable Property: means the real and personal property within the Service Area that will

subject to the ad valorem taxes imposed by the Districts.

TABOR: means Colorado’s Taxpayer’s Bill of Rights in Article X, Section 20 of the

Colorado Constitution.

Vicinity Map: means the map attached hereto as Exhibit “C” and incorporated by

reference depicting the location of the Service Area within the regional area surrounding

it.

III. BOUNDARIES AND LOCATION

The area of the Service Area includes approximately 93 acres. A legal description and map

of the District No. 1 Boundaries are attached hereto as Exhibit A-1 and Exhibit B-1, respectively,

a legal description and map of the District No. 2 Boundaries are attached hereto as Exhibit A-2

and Exhibit B-2, respectively, and a legal description and map of the District No. 3 Boundaries

are attached hereto as Exhibit A-3 and Exhibit B-3, respectively. It is anticipated that the Districts’

boundaries may expand or contract from time to time as the Districts undertake inclusions or

exclusions pursuant to the Special District Act, subject to the limitations set forth in this Service

Plan. The location of the Service Area is further depicted in the Vicinity Map attached as Exhibit

“C”.

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IV. DESCRIPTION OF PROJECT, PLANNED DEVELOPMENT, PUBLIC

BENEFITS & ASSESSED VALUATION

A. Project and Planned Development.

The current Developer of the Project and Planned Development, Thrive Home Builders, is

a nationally acclaimed builder which emphasizes environmental conservation, and is currently

Denver’s largest builder of “for sale” affordable housing. The current Preliminary Development

Plan for the Planned Development includes approximately 190 total residential units and is

intended to be revised to include 498 residential units. Of the planned 498 residential units, 50

units are intended to be “affordable housing”. All of the 498 residential units are planned to be

zero energy ready units or net zero energy units. The Planned Development is currently intended

to reach build out in 2026, with an estimated population of 1,145 persons. In accordance with

the Financial Plan, the estimated assessed valuation of the Planned Development in 2023 will be

$9,989,117, and in 2028 will be $18,743,620.

Approval of this Service Plan by the City Council does not imply approval of the

development of any particular land-use for any specific area within the Districts. Any such

approval must be contained within an Approved Development Plan.

B. Public Benefits.

In addition to providing a portion of the Public Improvements and Regional Improvements,

the organization of the Districts is intended to enable the Project and Planned Development to

deliver a number of public benefits, including, but not limited to, affordable housing, energy and

water conservation, community services, multi-modal transportation, zero energy ready and net

zero energy homes, housing variety, new urbanist alley load planning concepts and other

innovation. The public benefits to be provided under this Service Plan are specifically described

in Exhibit G attached hereto and incorporated herein by reference (collectively, the “Public

Benefits”).

Therefore, notwithstanding any provision to the contrary contained in this Service Plan, no

District shall be authorized to issue any Debt or to impose a Debt Mill Levy or any Fees for

payment of Debt on any Taxable Property unless and until the delivery of the Public Benefits

specifically related to the phase of the Planned Development or portion of the Project to be

financed with such Debt, Debt Mill Levy or Fees, are secured in a manner approved by the City

Council. To satisfy this precondition to the issuance of Debt and to the imposition of the Debt

Mill Levy and Fees, delivery of the Public Benefits for each phase of the Project and the Planned

Development must be secured by the following methods, as applicable:

1. For any portion of the Public Benefits to be provided by one or more of the Districts,

each such District must enter into an intergovernmental agreement with the City either

(i) agreeing to provide those Public Benefits as a legally enforceable multiple-fiscal

year obligation of the District under TABOR, or by (ii) securing performance of that

obligation with a surety bond, letter of credit or other security acceptable to the City,

and any such intergovernmental agreement must be approved by the City Council by

resolution;

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2. For any portion of the Public Benefits to be provided by one or more Developers of the

Planned Development, each such Developer must either (i) enter into a development

agreement with the City under the Developer’s applicable Approved Development

Plan, which agreement must legally obligate the Developer to provide those Public

Benefits before the City is required to issue building permits and/or certificates of

occupancy for structures to be built under the Approved Development Plan for that

phase of the Planned Development, or (ii) secure such obligations with a surety bond,

letter of credit or other security acceptable to the City, and all such development

agreements must be approved by the City Council by resolution; or

3. For any portion of the Public Benefits to be provided in part by one or more of the

Districts in the Project and in part by one or more of the Developers in the Planned

Development or the Project, an agreement between the City and the affected District(s)

and Developers that secures such Public Benefits as legally binding obligations using

the methods described in subsections 1 and 2 above, and all such agreements must be

approved by the City Council by resolution.

C. Assessed Valuation

The current assessed valuation of the Service Area is approximately One Million Two

Hundred Sixty-Seven Thousand Two Hundred Dollars ($1,267,200) and, at build out, is expected

to be approximately Nineteen Million Dollars ($19,000,000). These amounts are expected to be

sufficient to reasonably discharge the Debt as demonstrated in the Financial Plan.

V. INCLUSION OF LAND IN THE SERVICE AREA

The Districts shall not add any property to the Service Area without the City Council’s

prior written approval and in compliance with the Special District Act. Once a District has issued

Debt, it shall not exclude real property from the District’s boundaries without the prior written

consent of the City Council.

VI. DISTRICT GOVERNANCE

The Districts’ Boards shall be comprised of persons who are a qualified “eligible electors”

of the Districts as provided in the Special District Act. It is anticipated that over time, the End

Users who are eligible electors will assume direct electoral control of the Districts’ Boards as

development within the Service Area progresses. The Districts shall not enter into any agreement

by which the End Users’ electoral control of the Boards is removed or diminished.

VII. AUTHORIZED AND PROHIBITED POWERS

A. General Grant of Powers.

The Districts shall have the power and authority to provide the Public Improvements, the

Regional Improvements and related operation and maintenance services, within and without the

Service Area, as such powers and authorities are described in the Special District Act, other

applicable State law, common law and the Colorado Constitution, subject to the prohibitions,

restrictions and limitations set forth in this Service Plan.

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If, after the Service Plan is approved, any State law is enacted to grant additional powers

or authority to metropolitan districts by amendment of the Special District Act or otherwise, such

powers and authority shall be deemed to be a part hereof and available to be exercised by the

Districts if the City Council first approves the exercise of such powers or authority by the

Districts. Such approval by the City Council shall not constitute a Service Plan Amendment.

B. Prohibited Improvements and Services and other Restrictions and Limitations.

The Districts’ powers and authority under this Service Plan to provide Public

Improvements and services and to otherwise exercise their other powers and authority under the

Special District Act and other applicable State law, are prohibited, restricted and limited as

hereafter provided. Failure to comply with these prohibitions, restrictions and limitations shall

constitute a material modification under this Service Plan and shall entitle the City to pursue all

remedies available at law and in equity as provided in Section XVII of this Service Plan:

1. Eminent Domain Restriction

The Districts shall not exercise their statutory power of eminent domain without first

obtaining resolution approval from the City Council. This restriction on the Districts’

exercise of the eminent domain power is being voluntarily acquiesced to by the Districts

and shall not be interpreted in any way as a limitation on the Districts’ sovereign powers

and shall not negatively affect the Districts’ status as political subdivision of the State as

conferred by the Special District Act.

2. Fee Limitation

Any Fees imposed for the repayment of Debt, as authorized by this Service Plan, shall not

be imposed by the Districts upon or collected from an End User. In addition, Fees imposed

for the payment of Debt shall not be imposed unless and until the requirements for securing

the delivery of the relevant portion of the Public Benefits have been satisfied in accordance

with Section IV.B of this Service Plan. Notwithstanding any of the foregoing, this Fee

limitation shall not apply to any Fee imposed to fund the operation, maintenance, repair or

replacement of Public Improvements or the administration of the Districts.

3. Operations and Maintenance

The primary purpose of the Districts is to plan for, design, acquire, construct, install,

relocate, redevelop and finance a portion of the Public Improvements. The Districts shall

dedicate the Public Improvements to the City or other appropriate jurisdiction or owners’

association in a manner consistent with the Approved Development Plan and the City

Code, provided that nothing herein requires the City to accept a dedication. Each District

is specifically authorized to operate and maintain any part or all of the Public

Improvements not otherwise conveyed or dedicated to the City or another appropriate

governmental entity. Additionally, the Districts are authorized to operate and maintain

any part or all of the Public Improvements not otherwise conveyed or dedicated to the City

or another appropriate governmental entity until such time that the Districts dissolve.

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4. Fire Protection Restriction

The Districts are not authorized to plan for, design, acquire, construct, install, relocate,

redevelop, finance, own, operate or maintain fire protection facilities or services, unless

such facilities and services are provided pursuant to an intergovernmental agreement with

the Poudre Fire Authority. The authority to plan for, design, acquire, construct, install,

relocate, redevelop, finance, own, operate or maintain fire hydrants and related

improvements installed as part of the water system shall not be limited by this subsection.

5. Public Safety Services Restriction

The Districts are not authorized to provide policing or other security services. However,

the Districts may, pursuant to C.R.S. § 32-1-1004(7), as amended, furnish security services

pursuant to an intergovernmental agreement with the City.

6. Grants from Governmental Agencies Restriction

The Districts shall not apply for grant funds distributed by any agency of the United States

Government or the State without the prior written approval of the City Manager. This does

not restrict the collection of Fees for services provided by the Districts to the United States

Government or the State.

7. Golf Course Construction Restriction

Acknowledging that the City has financed public golf courses and desires to coordinate the

construction of public golf courses within the City’s boundaries, the Districts shall not be

authorized to plan, design, acquire, construct, install, relocate, redevelop, finance, own,

operate or maintain a golf course unless such activity is pursuant to an intergovernmental

agreement with the City.

8. Television Relay and Translation Restriction

The Districts are not authorized to plan for, design, acquire, construct, install, relocate,

redevelop, finance, own, operate or maintain television relay and translation facilities and

services, other than for the installation of conduit as a part of a street construction project,

unless such facilities and services are provided pursuant to prior written approval from the

City Council.

9. Potable Water and Wastewater Treatment Facilities

Acknowledging that the City and other existing special districts operating within the City

currently own and operate treatment facilities for potable water and wastewater that are

available to provide services to the Service Area, the Districts shall not plan, design,

acquire, construct, install, relocate, redevelop, finance, own, operate or maintain such

facilities without obtaining the City Council’s prior written approval either by

intergovernmental agreement or as a Service Plan Amendment.

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10. Sales and Use Tax Exemption Limitation

The Districts shall not exercise any City sales and use tax exemption otherwise available

to the Districts under the City Code.

11. Sub-district Restriction

The Districts shall not create any sub-district pursuant to the Special District Act without

the prior written approval of the City Manager.

12. Privately Placed Debt Limitation

Prior to the issuance of any privately placed Debt, the Districts shall obtain the certification

of an External Financial Advisor substantially as follows:

We are [I am] an External Financial Advisor within the meaning of the

District’s Service Plan.

We [I] certify that (1) the net effective interest rate (calculated as

defined in C.R.S. Section 32-1-103(12)) to be borne by [insert the

designation of the Debt] does not exceed a reasonable current [tax-

exempt] [taxable] interest rate, using criteria deemed appropriate by us

[me] and based upon our [my] analysis of comparable high yield

securities; and (2) the structure of [insert designation of the Debt],

including maturities and early redemption provisions, is reasonable

considering the financial circumstances of the District.

13. Special Assessments

The Districts shall not impose special assessments without the prior written approval of the

City Council.

VIII. PUBLIC IMPROVEMENTS AND ESTIMATED COSTS

Exhibit D summarizes the type of Public Improvements that are projected to be constructed

and/or installed by the Districts. The cost, scope, and definition of such Public Improvements may

vary over time. The total estimated costs of Public Improvements, as set forth in Exhibit D,

excluding any improvements paid for by the Regional Mill Levy necessary to serve the Planned

Development, are approximately Forty-Three Million Nine Hundred Eighty One Thousand Fifty

Dollars ($43,981,050) in project costs in 2018 dollars. The cost estimates are based upon

preliminary engineering, architectural surveys, and reviews of the Public Improvements and

include all construction cost estimates together with estimates of costs such as land acquisition,

engineering services, legal expenses and other associated expenses. Maps of the anticipated

location, operation, and maintenance of Public Improvements are attached hereto as Exhibit E.

Changes in the Public Improvements or costs, which are approved by the City in an Approved

Development Plan, shall not constitute a Service Plan Amendment. In addition, the City shall not

be bound by this Service Plan in reviewing and approving the Approved Development Plan and

the Approved Development Plan shall supersede the Service Plan with regard to the cost, scope

and definition of Public Improvements. Provided, however, any agreement approved and entered

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into under Section IV.B of this Service Plan for the provision of a Public Improvement that is also

a Public Benefit, shall supersede both this Service Plan and the applicable Approved Development

Plan.

Except as otherwise provided by an agreement approved under Section IV.B of this Service

Plan: (i) the design, phasing of construction, location and completion of Public Improvements will

be determined by the Districts to coincide with the phasing and development of the Planned

Development and the availability of funding sources; (ii) the Districts may, in their discretion,

phase the construction, completion, operation, and maintenance of Public Improvements or defer,

delay, reschedule, rephase, relocate or determine not to proceed with the construction, completion,

operation, and maintenance of Public Improvements, and such actions or determinations shall not

constitute a Service Plan Amendment; and (iii) the Districts shall also be permitted to allocate

costs between such categories of the Public Improvements as deemed necessary in its discretion.

The City Code has development standards, contracting requirements and other legal

requirements related to the construction and payment of public improvements and related to certain

operation activities. Relating to these, the Districts shall comply with the following requirements:

A. Development Standards.

The Districts shall ensure that the Public Improvements are designed and constructed in

accordance with the standards and specifications of the City Code and of other governmental

entities having proper jurisdiction, as applicable. The Districts directly, or indirectly through any

Developer, will obtain the City’s approval of civil engineering plans and will obtain applicable

permits for construction and installation of Public Improvements prior to performing such work.

Unless waived by the City Council, the Districts shall be required, in accordance with the City

Code, to post a surety bond, letter of credit, or other approved development security for any Public

Improvements to be constructed by the Districts. Such development security may be released in

the City Manager’s discretion when the constructing District has obtained funds, through Debt

issuance or otherwise, adequate to insure the construction of the Public Improvements, unless such

release is prohibited by or in conflict with any City Code provision, State law or any agreement

approved and entered into under Section IV.B of this Service Plan. Any limitation or requirement

concerning the time within which the City must review the Districts’ proposal or application for

an Approved Development Plan or other land use approval is hereby waived by the Districts.

B. Contracting.

The Districts shall comply with all applicable State purchasing, public bidding and

construction contracting.

C. Land Acquisition and Conveyance.

The purchase price of any land or improvements acquired by the Districts from the

Developer shall be no more than the then-current fair market value as confirmed by an independent

MAI appraisal for land and by an independent professional engineer for improvements. Land,

easements, improvements and facilities conveyed to the City shall be free and clear of all liens,

encumbrances and easements, unless otherwise approved by the City Manager prior to

conveyance. All conveyances to the City shall be by special warranty deed, shall be conveyed at

no cost to the City, shall include an ALTA title policy issued to the City, shall meet the

environmental standards of the City and shall comply with any other conveyance prerequisites

required in the City Code.

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D. Equal Employment and Discrimination.

In connection with the performance of all acts or activities hereunder, the Districts shall

not discriminate against any person otherwise qualified with respect to its hiring, discharging,

promoting or demoting or in matters of compensation solely because of race, color, religion,

national origin, gender, age, military status, sexual orientation, gender identity or gender

expression, marital status, or physical or mental disability, and further shall insert the foregoing

provision in contracts or subcontracts entered into by the Districts to accomplish the purposes of

this Service Plan.

IX. FINANCIAL PLAN/PROPOSED DEBT

This Section IX of the Service Plan describes the nature, basis, method of funding and

financing limitations associated with the acquisition, construction, completion, repair,

replacement, operation and maintenance of Public Improvements.

A. Financial Plan.

The Districts’ Financial Plan, attached as Exhibit F and incorporated by reference, reflects

the Districts’ anticipated schedule for incurring Debt to fund Public Improvements in support of

the Project. The Financial Plan also reflects the schedule of all anticipated revenues flowing to the

Districts derived from Districts’ mill levies, Fees imposed by the Districts, specific ownership

taxes, and all other anticipated legally available revenues. The Financial Plan is based on

economic, political and industry conditions as they exist presently and reasonable projections and

estimates of future conditions. These projections and estimates are not to be interpreted as the only

method of implementation of the Districts’ goals and objectives but rather a representation of one

feasible alternative. Other financial structures may be used so long they are in compliance with

this Service Plan. The Financial Plan incorporates all of the provisions of this Section IX.

Based upon the assumptions contained therein, the Financial Plan projects the issuance of

Bonds to fund Public Improvements and anticipated Debt repayment based on the development

assumptions and absorptions of the property in the Service Area by End Users. The Financial Plan

anticipates that the Districts will acquire, construct, and complete all of the Public Improvements

needed to serve the Service Area.

The Financial Plan demonstrates that the Districts will have the financial ability to

discharge all Debt to be issued as part of the Financial Plan on a reasonable basis. Furthermore,

the Districts will secure the certification of an External Financial Advisor who will provide an

opinion as to whether such Debt issuances are in the best interest of the Districts at the time of

issuance.

B. Mill Levies.

It is anticipated that the Districts will impose a Debt Mill Levy and an Operating Mill Levy

on all property within the Service Area. In doing so, the following shall apply:

1. Aggregate Mill Levy Maximum

The Aggregate Mill Levy shall not exceed in any year the Aggregate Mill Levy

Maximum, which is fifty (50) mills.

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2. Regional Mill Levy Not Included in Other Mill Levies

The Regional Mill Levy shall not be counted against the Aggregate Mill Levy

Maximum.

3. Operating Mill Levy

Each District may impose an Operating Mill Levy of up to fifty (50) mills until such

District imposes a Debt Mill Levy. Once a District imposes a Debt Mill Levy of any

amount, such District’s Operating Mill Levy shall not exceed ten (10) mills at any

point.

4. Gallagher Adjustments

In the event the State’s method of calculating assessed valuation for the Taxable

Property changes after January 1, 2018, or any subsequent constitutionally mandated

tax credit, cut or abatement, the Districts’ Aggregate Mill Levy, Debt Mill Levy,

Operating Mill Levy, and Aggregate Mill Levy Maximum, amounts herein provided

may be increased or decreased to reflect such changes; such increases or decreases shall

be determined by the District’s Board in good faith so that to the extent possible, the

actual tax revenues generated by such mill levies, as adjusted, are neither enhanced nor

diminished as a result of such change occurring after January 1, 2018. For purposes of

the foregoing, a change in the ratio of actual valuation to assessed valuation will be a

change in the method of calculating assessed valuation.

5. Excessive Mill Levy Pledges

Any Debt issued with a mill levy pledge, or which results in a mill levy pledge, that

exceeds the Aggregate Mill Levy Maximum or the Maximum Debt Mill Levy

Imposition Term, shall be deemed a material modification of this Service Plan and shall

not be an authorized issuance of Debt unless and until such material modification has

been approved by a Service Plan Amendment.

6. Refunding Debt

The Maximum Debt Mill Levy Imposition Term may be exceeded for Debt refunding

purposes if: (1) a majority of the issuing District’s Board is composed of End Users

and have voted in favor of a refunding of a part or all of the Debt; or (2) such refunding

will result in a net present value savings.

7. Maximum Debt Authorization

The Districts anticipate approximately Forty Three Million Nine Hundred Eighty One

Thousand Fifty Dollars ($43,981,050) in project costs in 2018 dollars as set forth in

Exhibit D, and anticipate issuing approximately Twenty Two Million Four Hundred

Twenty Nine Thousand Seven Hundred Fifty Dollars ($22,429,750) in Debt to pay such

costs as set forth in Exhibit F, which Debt issuance amount shall be the amount of the

Maximum Debt Authorization. The Districts collectively shall not issue Debt in excess

of the Maximum Debt Authorization. In addition, no District shall issue any Debt

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unless and until delivery of the relevant portion of the Public Benefits have been

secured as required in Section IV.B of this Service Plan. Bonds, loans, notes or other

instruments which have been refunded shall not count against the Maximum Debt

Authorization. Intergovernmental Capital Pledge Agreements among two or more of

the Districts pledging the collection and payment of property taxes or Fees by one

District for the repayment of Debt by a separate issuing District shall not count against

the Maximum Debt Authorization. The Districts must seek prior resolution approval

by the City Council to issue Debt in excess of the Maximum Debt Authorization to pay

the actual costs of the Public Improvements set forth in Exhibit D plus inflation,

contingencies and other unforeseen expenses associated with such Public

Improvements. Such approval by the City Council shall not constitute a material

modification of this Service Plan requiring a Service Plan Amendment so long as

increases are reasonably related to the Public Improvements set forth in Exhibit D and

any Approved Development Plan.

C. Maximum Voted Interest Rate and Underwriting Discount.

The interest rate on any Debt is expected to be the market rate at the time the Debt is issued.

The maximum interest rate on any Debt, including any defaulting interest rate, is not permitted to

exceed Twelve Percent (12%). The maximum underwriting discount shall be three percent (3%).

Debt, when issued, will comply with all relevant requirements of this Service Plan, the Special

District Act, other applicable State law and federal law as then applicable to the issuance of public

securities.

D. Interest Rate and Underwriting Discount Certification.

The Districts shall retain an External Financial Advisor to provide a written opinion on the

market reasonableness of the interest rate on any Debt and any underwriter discount paid by the

Districts as part of a Debt financing transaction. The Districts shall provide this written opinion

to the City before issuing any Debt based on it.

E. Disclosure to Purchasers.

In order to notify future End Users who are purchasing residential lots or dwellings units

in the Service Area that they will be paying, in addition to the property taxes owed to other taxing

governmental entities, the property taxes imposed under the Debt Mill Levy, the Operating Mill

Levy and possibly the Regional Mill Levy, the Districts shall not be authorized to issue any Debt

under this Service Plan until there is included in the Developer’s Approved Development Plan

provisions that require the following:

1. That the Developer, and its successors and assigns, shall prepare and submit to the

City Manager for his approval a disclosure notice in substantially the form attached

hereto as Exhibit H (the “Disclosure Notice”);

2. That when the Disclosure Notice is approved by the City Manager, the Developer

shall record the Disclosure Notice in the Larimer County Clerk and Recorders

Office; and

3. That the approved Disclosure Notice shall be provided by the Developer, and by its

successors and assigns, to each potential End User purchaser of a residential lot or

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dwelling unit in the Service Area before that purchaser enters into a written

agreement for the purchase and sale of that residential lot or dwelling unit.

F. External Financial Advisor.

An External Financial Advisor shall be retained by the Districts to provide a written

opinion as to whether any Debt issuance is in the best interest of the issuing District once the total

amount of Debt issued by the Districts exceeds Five Million Dollars ($5,000,000). The External

Financial Advisor is to provide advice to the issuing District’s Board regarding the proposed terms

and whether Debt conditions are reasonable based upon the status of development within the

District, the projected tax base increase in the District, the security offered and other considerations

as may be identified by the Advisor. The issuing District shall include in the transcript of any Bond

transaction, or other appropriate financing documentation for related Debt instrument, a signed

letter from the External Financial Advisor providing an official opinion on the structure of the

Debt, stating the Advisor’s opinion that the cost of issuance, sizing, repayment term, redemption

feature, couponing, credit spreads, payment, closing date, and other material transaction details of

the proposed Debt serve the best interest of the issuing District.

Debt shall not be undertaken by the Districts if found to be unreasonable by the External

Financial Advisor.

G. Disclosure to Debt Purchasers.

Any Debt of the Districts shall set forth a statement in substantially the following form:

“By acceptance of this instrument, the owner of this Debt agrees and

consents to all of the limitations with respect to the payment of the

principal and interest on this Debt contained herein, in the resolution

of the District authorizing the issuance of this Debt and in the

Service Plan of the District. This Debt is not and cannot be a Debt

of the City of Fort Collins”

Similar language describing the limitations with respect to the payment of the principal and

interest on Debt set forth in this Service Plan shall be included in any document used for the

offering of the Debt for sale to persons, including, but not limited to, a Developer of property

within the Service Area.

H. Security for Debt.

The Districts shall not pledge any revenue or property of the City as security for the

indebtedness set forth in this Service Plan. Approval of this Service Plan shall not be construed

as a guarantee by the City of payment of any of the Districts’ obligations; nor shall anything in the

Service Plan be construed so as to create any responsibility or liability on the part of the City in

the event of default by the Districts in the payment of any such obligations.

I. TABOR Compliance.

The Districts shall comply with the provisions of TABOR. In the discretion of the Boards,

the Districts may set up other qualifying entities to manage, fund, construct and operate facilities,

services, and programs. To the extent allowed by law, any entity created by a District will remain

under the control of the District’s Board.

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J. Districts’ Operating Costs.

The estimated cost of acquiring land, engineering services, legal services and

administrative services, together with the estimated costs of the Districts’ organization and initial

operations, are anticipated to be $200,000, which will be eligible for reimbursement from Debt

proceeds.

In addition to the capital costs of the Public Improvements, the Districts will require

operating funds for administration and to plan and cause the Public Improvements to be operated

and maintained. The first year’s operating budget is estimated to be $100,000.

Ongoing administration, operations and maintenance costs may be paid from property

taxes collected through the imposition of an Operating Mill Levy as set forth in Section IX.B.3 of

this Service Plan, as well as other revenues legally available to the Districts.

X. REGIONAL IMPROVEMENTS

The Districts shall be authorized to provide for the planning, design, acquisition, funding,

construction, installation, relocation, redevelopment, administration and overhead costs related to

the provision of Regional Improvements. At the discretion of the City, the Districts shall impose

a Regional Improvement Mill Levy on all property within the Districts’ boundaries under the

following terms:

A. Regional Mill Levy Authority.

The Districts shall seek the authority to impose an additional Regional Mill Levy of five

(5) mills as part of the Districts’ initial TABOR election. The Districts shall also seek from the

electorate in that election the authority under TABOR to enter into an intergovernmental

agreement with the City obligating the Districts to pay as a multiple-fiscal year obligation the

proceeds from the Regional Mill Levy to the City. Obtaining voter-approval of the Regional Mill

Levy and this intergovernmental agreement shall be a precondition to the Districts issuing any

Debt and imposing the Operating Mill Levy, the Debt Mill Levy and any Fees for the repayment

of Debt under this Service Plan.

B. Regional Mill Levy Imposition.

The Districts shall each impose the Regional Mill Levy at a rate not to exceed five (5) mills

within one year of receiving written notice from the City Manager to the Districts requesting the

imposition of the Regional Mill Levy and stating the mill rate to be imposed.

C. City Notice Regarding Regional Improvements.

Such notice from the City shall provide a description of the Regional Improvements to be

constructed and an analysis explaining how the Regional Improvements will be beneficial to

property owners within the Service Area. The City shall make a good faith effort to require planned

developments that (i) are adjacent to the Service Area and (ii) will benefit from the Regional

Improvement also impose a Regional Mill Levy, to the extent possible.

D. Regional Improvements Authorized Under Service Plan.

If the Districts are so notified by the City Manager, the Regional Improvements shall be

considered public improvements that the Districts would otherwise be authorized to design,

construct, install re-design, re-construct, repair or replace pursuant to this Service Plan and

applicable law.

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E. Expenditure of Regional Mil Levy Revenues.

Revenue collected through the imposition of the Regional Mill Levy shall be expended as follows:

1. Intergovernmental Agreement

If the City and the Districts have executed an intergovernmental agreement

concerning the Regional Improvements, then the revenue from the Regional Mill

Levy shall be used in accordance with such agreement; or

2. No Intergovernmental Agreement

If no intergovernmental agreement exists between the Districts and the City, then

the revenue from the Regional Mill Levy shall be paid to the City, for use by the

City in the planning, designing, constructing, installing, acquiring, relocating,

redeveloping or financing of Regional Improvements which benefit the End Users

of the Districts as prioritized and determined by the City.

F. Regional Mill Levy Term.

The imposition of the Regional Mill Levy shall not exceed a term of twenty-five (25) years

from December 31 of the tax collection year after which the Regional Mill Levy is first imposed.

G. Completion of Regional Improvements.

All Regional Improvements shall be completed prior to the end of the twenty-five (25) year

Regional Mill Levy term.

H. City Authority to Require Imposition.

The City’s authority to require the initiation of the imposition of a Regional Mill Levy shall

expire fifteen (15) years after December 31st of the year in which a District first imposes a Debt

Mill Levy.

I. Regional Mill Levy Not Included in Other Mill Levies.

The Regional Mill Levy imposed shall not be applied toward the calculation of the

Aggregate Mill Levy Maximum.

J. Gallagher Adjustment.

In the event the method of calculating assessed valuation is changed after January 1, 2018,

or any subsequent constitutionally mandated tax credit, cut or abatement, the Regional Mill Levy

may be increased or shall be decreased to reflect such changes; such increases or decreases shall

be determined by the Districts’ Boards in good faith so that to the extent possible, the actual tax

revenues generated by the Regional Mill Levy, as adjusted, are neither enhanced nor diminished

as a result of such change occurring after January 1, 2018. For purposes of the foregoing, a change

in the ratio of actual valuation to assessed valuation will be a change in the method of calculating

assessed valuation

XI. CITY FEES

The Districts shall pay all applicable City fees as required by the City Code.

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XII. BANKRUPTCY LIMITATIONS

All of the limitations contained in this Service Plan, including, but not limited to, those

pertaining to the Aggregate Mill Levy Maximum, Maximum Debt Mill Levy Imposition Term and

Fees, have been established under the authority of the City in the Special District Act to approve

this Service Plan. It is expressly intended that by such approval such limitations: (i) shall not be

set aside for any reason, including by judicial action, absent a Service Plan Amendment; and (ii)

are, together with all other requirements of State law, included in the “political or governmental

powers” reserved to the State under the U.S. Bankruptcy Code (11 U.S.C.) Section 903, and are

also included in the “regulatory or electoral approval necessary under applicable non-bankruptcy

law” as required for confirmation of a Chapter 9 Bankruptcy Plan under Bankruptcy Code Section

943(b)(6).

XIII. ANNUAL REPORTS AND BOARD MEETINGS

A. General.

Each of the Districts shall be responsible for submitting an annual report to the City Clerk

no later than September 1st of each year following the year in which the Order and Decree creating

the Districts have been issued. The Districts may file a consolidated annual report. The annual

report may be made available to the public on the City’s website.

B. Board Meetings.

Each of the Districts’ Boards shall hold at least one public board meeting in three of the

four quarters of each calendar year, beginning in the first full calendar year after the Districts’

creation. Notice for each of these meetings shall be given in accordance with the requirements of

the Special District Act and other applicable State Law. This meeting requirement shall not apply

until there is at least one End User of property within the District. Also, this requirement shall no

longer apply when a majority of the directors on the District’s Board are End Users.

C. Report Requirements.

Unless waived by the City Manager, each of the Districts’ annual report must include the

following:

1. Narrative

A narrative summary of the progress of the District in implementing its Service

Plan for the report year.

2. Financial Statements

Except when exemption from audit has been granted for the report year under the

Local Government Audit Law, the audited financial statements of the District for

the report year including a statement of financial condition (i.e., balance sheet) as

of December 31 of the report year and the statement of operation (i.e., revenue and

expenditures) for the report year.

19

3. Capital Expenditures

Unless disclosed within a separate schedule to the financial statements, a summary

of the capital expenditures incurred by the District in development of improvements

in the report year.

4. Financial Obligations

Unless disclosed within a separate schedule to the financial statements, a summary

of financial obligations of the District at the end of the report year, including the

amount of outstanding Debt, the amount and terms of any new District Debt issued

in the report year, the total assessed valuation of all Taxable Property within the

Service Area as of January 1 of the report year and the current total District mill

levy pledged to Debt retirement in the report year.

5. Board Contact Information

The names and contact information of the current directors on the District’s Board,

any District manager and the attorney for the District shall be listed in the report.

The District’s current office address, phone number, email address and any website

address shall also be listed in the report.

6. Other Information

Any other information deemed relevant by the City Council or deemed reasonably

necessary by the City Manager.

D. Reporting of Significant Events.

The annual report of each District shall also include information as to any of the following

that occurred during the report year:

1. Boundary changes made or proposed to the District’s boundaries as of

December 31 of the report year.

2. Intergovernmental Agreements with other governmental entities, either entered

into or proposed as of December 31 of the report year.

3. Copies of the District’s rules and regulations, if any, or substantial changes to

the District’s rules and regulations as of December 31 of the report year.

4. A summary of any litigation which involves the District’s Public Improvements

as of December 31 of the report year.

5. A list of all facilities and improvements constructed by the District that have

been dedicated to and accepted by the City as of December 31 of the report

year.

6. Notice of any uncured events of default by the District, which continue beyond

a ninety (90) day period, under any Debt instrument.

7. Any inability of the District to pay its obligations as they come due, in

accordance with the terms of such obligations, which continue beyond a ninety

(90) day period.

20

E. Failure to Submit.

In the event the annual report is not timely received by the City Clerk or is not fully

responsive, notice of such default shall be given to the District’s Board at its last known address.

The failure of the District to file the annual report within forty-five (45) days of the mailing of

such default notice by the City Clerk may constitute a material modification of the Service Plan,

at the discretion of the City Manager.

XIV. SERVICE PLAN AMENDMENTS

This Service Plan is general in nature and does not include specific detail in some instances.

The Service Plan has been designed with sufficient flexibility to enable the Districts to provide

required improvements, services and facilities under evolving circumstances without the need for

numerous amendments. Modification of the general types of improvements and facilities making

up the Public Improvements, and changes in proposed configurations, locations or dimensions of

the Public Improvements, shall be permitted to accommodate development needs provided such

Public Improvements are consistent with the then-current Approved Development Plans for the

Project and any agreement approved by City Council pursuant Section IV.B of this Service Plan.

Any action of one or more of the Districts, which is a material modification of this Service Plan

requiring a Service Plan Amendment as provided in Section XV of this Service Plan or that is a

violation or breach of any other provision of this Service Plan, shall be deemed to be a material

modification to this Service Plan unless otherwise expressly provided in this Service Plan. All

other departures from the provisions of this Service Plan shall be considered on a case-by-case

basis as to whether such departures are a material modification under this Service Plan or the

Special District Act.

XV. MATERIAL MODIFICATIONS

Material modifications to this Service Plan may be made only in accordance with C.R.S.

Section 32-1-207 as a Service Plan Amendment. No modification shall be required for an action

of the Districts that does not materially depart from the provisions of this Service Plan, unless

otherwise provided in this Service Plan.

Departures from the Service Plan by any of the Districts that constitute a material

modification requiring a Service Plan Amendment include, without limitation:

1. Actions or failures to act that create materially greater financial risk or burden to

the taxpayers of any of the Districts;

2. Performance of a service or function, construction of an improvement, or

acquisition of a major facility that is not closely related to an improvement, service,

function or facility authorized in the Service Plan;

3. Failure to perform a service or function, construct an improvement or acquire a

facility required by the Service Plan; and

4. Failure to comply with any of the preconditions, prohibitions, limitations and

restrictions of this Service Plan.

XVI. DISSOLUTION

Upon independent determination by the City Council that the purposes for which any

District was created have been accomplished, the District shall file a petition in district court for

21

dissolution as provided in the Special District Act. In no event shall dissolution occur until such

District has provided for the payment or discharge of all of its outstanding indebtedness and other

financial obligations as required pursuant to the Special District Act or any other applicable State

law.

In addition, if within three (3) years from the date of the City Council’s approval of this

Service Plan no agreement contemplated under Section IV.B of this Service Plan has been entered

into by the City with any of the Districts and/or any Developer, despite the parties conducting good

faith negotiations attempting to do so, the City may opt to pursue the remedies available to it under

C.R.S. Section 32-1-701(3) in order to compel the Districts to dissolve in a prompt and orderly

manner. In such event: (i) the limited purposes and powers of the Districts, as authorized herein,

shall automatically terminate and be expressly limited to taking only those actions that are

reasonably necessary to dissolve; (ii) the Board of Directors of each of the Districts will be deemed

to have agreed with the City regarding its dissolution without an election pursuant to C.R.S. §32-

1-704(3)(b); (iii) the Districts shall take no action to contest or impede the dissolution of the

Districts and shall affirmatively and diligently cooperate in securing the final dissolution of the

Districts, and (iv) subject to the statutory requirements of the Special District Act, the Districts

shall thereupon dissolve.

XVII. SANCTIONS

Should any of the Districts undertake any act without obtaining prior City Council approval

or consent or City Manager approval or consent under this Service Plan, that constitutes a material

modification to this Service Plan requiring a Service Plan Amendment as provided herein or under

the Special Districts Act, or that violates or is in breach of any provision of this Service Plan, the

City Council may impose one (1) or more of the following sanctions, as it deems appropriate:

1. Exercise any applicable remedy under the Special District Act;

2. Withhold the issuance of any permit, authorization, acceptance or other

administrative approval, or withhold any cooperation, necessary for the District’s

development or construction or operation of improvements or provision of services;

3. Exercise any legal remedy under the terms of any intergovernmental agreement

under which the District is in default; or

4. Exercise any other legal and equitable remedy available under the law, including

seeking prohibitory and mandatory injunctive relief against the District, to ensure

compliance with the provisions of the Service Plan or applicable law.

XVIII. CONCLUSION

It is submitted that this Service Plan, as required by C.R.S. Section 32-1-203(2), establishes

that:

1. There is sufficient existing and projected need for organized service in the Service Area

to be served by the Districts;

2. The existing service in the Service Area to be served by the Districts is inadequate for

present and projected needs;

22

3. The Districts are capable of providing economical and sufficient service to the Service

Area; and

4. The Service Area does have, and will have, the financial ability to discharge the

proposed indebtedness on a reasonable basis.

XIX. RESOLUTION OF APPROVAL

The Districts agree to incorporate the City Council’s resolution approving this Service

Plan, including any conditions imposed by the City Council on such approval, into the copy of the

Service Plan presented to the District Court for and in Larimer County, Colorado.

EXHIBIT A-1

Legal Description of District No. 1 Boundaries

of 1

FORT COLLINS: 301 North Howes Street, Suite 100, 80521 | 970.221.4158 GREELEY: 820 8th Street, 80631 | 970.395.9880 | WEB: www.northernengineering.com

Exhibit A-1

DESCRIPTION: THRIVE-WATERFIELD METROPOLITAN DISTRICT 1 BOUNDARY

A Tract of land located in the West Half of Section 5, Township 7 North, Range 68 West, 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 5 as bearing South 88°53'23" East and with all bearings contained herein relative thereto: COMMENCING at the Southwest Corner of said Section 5; thence along the West line of said Southwest Quarter, North 00° 43' 26" East, 176.00 feet to the POINT OF BEGINNING; thence along said West line, North 00° 43' 26" East, 583.78 to the Northerly line of Tract A, Waterfield Third Subdivision; thence along said Northerly line, South 89° 21' 34" East, 76.81 feet; thence along the Easterly right-of-way line of Larimer County Road 11 and along a curve concave to the East having a central angle of 06° 27' 15" with a radius of 1032.00 feet, an arc length of 116.25 feet and the chord of which bears North 07° 34' 25" West, 116.19 feet; thence along the North right-of-way line of New Vine Drive the following 5 courses and distances: South 89° 21' 34" East, 315.58 feet; thence along a curve concave to the North having a central angle of 10° 20' 29" with a radius of 1017.50 feet, an arc length of 183.65 feet and the chord of which bears North 85° 28' 12" East, 183.40 feet; thence, North 80° 17' 57" East, 788.29 feet; thence along a curve concave to the South having a central angle of 10° 43' 43" with a radius of 1132.50 feet, an arc length of 212.06 feet and the chord of which bears North 85° 39' 49" East, 211.75 feet; thence, South 88° 58' 20" East, 1021.66 feet to the West right-of-way line of Timberline Drive; thence along said West right-of-way line, South 00° 16' 52" West, 130.01 feet; thence along the South line of Tract J, Waterfield Third Filing, North 88° 58' 20" West, 991.58 feet; thence along the Easterly line of Merganser Drive the following 4 courses and distances: along a curve concave to the Southeast having a central angle of 04° 17' 22" with a radius of 1361.68 feet, an arc length of 101.94 feet and the chord of which bears South 17° 03' 36" West, 101.92 feet; thence along a curve concave to the Northwest having a central angle of 04° 47' 14" with a radius of 1361.68 feet, an arc length of 113.77 feet and the chord of which bears South 17° 18' 32" West, 113.74 feet; thence along a curve concave to the Southeast having a central angle of 18° 39' 57" with a radius of 662.94 feet, an arc length of 215.97 feet and the chord of which bears South 10° 22' 10" West, 215.02 feet; thence, South 01° 02' 11" West, 478.43 feet; thence along the North right-of-way line of East Vine Drive, North 88° 53' 23" West, 1425.13 feet; thence along the Southerly portion of Tract A, Waterfield Third Filing the following 2 courses and distances: North 00° 43' 26" East, 140.34 feet; thence, North 89° 16' 22" West, 50.67 feet to the POINT OF BEGINNING, containing 1,484,373 square feet or 34.077 acres more or less. AND A Tract of land located in the West Half of Section 5, Township 7 North, Range 68 West, City of Fort Collins, County of Larimer, State of Colorado being more particularly described as follows:

Considering the West line of the Southwest Quarter of said Section 5 as bearing North 00°43'27” East and with all bearings contained herein relative thereto: COMMENCING at the Southwest Corner of said Section 5; thence along the West line of said Southwest Quarter, North 00°43’27” East, 1126.91 feet; thence departing said West line, South 89°16’33” East, 1073.16 feet to the POINT OF BEGINNING; thence, North 05°42’56” East, 75.54 feet; thence, North 06°55’57” West, 37.26 feet; thence, North 10°39’38” West, 79.30 feet; thence, North 62°38’46” East, 226.84 feet; thence, South 27°21’14” East, 174.18 feet; thence, South 62°38’46” West, 303.84 feet to the POINT OF BEGINNING, containing 44,969 square feet or 1.03 acres more or less. The above described Tracts of land contains 1,529,342 square feet or 35.11 acres more or less

and is subject to all easements and rights-of-way now on record or existing.

August 27, 2018

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EXHIBIT A-2


of 2


Exhibit A-2


A Tract of land located in the West Half of Section 5, Township 7 North, Range 68 West, 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 5 as bearing South 88°53'23" East and with all bearings contained herein relative thereto: COMMENCING at the West Quarter Corner of said Section 5; thence, South 78° 52' 45" East, 56.93 feet to the POINT OF BEGINNING; thence along the South right-of-way line of Conifer Street the following 3 courses and distances: along a curve concave to the Southeast having a central angle of 89° 34' 44" with a radius of 15.00 feet, an arc length of 23.45 feet and the chord of which bears North 45° 30' 48" East, 21.14 feet; thence, South 89° 41' 50" East, 143.70 feet; thence along a curve concave to the North having a central angle of 25° 31' 24" with a radius of 1075.00 feet, an arc length of 478.87 feet and the chord of which bears North 77° 32' 29" East, 474.92 feet; thence along the Northeasterly line of Tract R and the Northeasterly line of Tract K the following 6 courses and distances: South 61° 27' 39" East, 97.20 feet; thence, South 70° 16' 39" East, 260.00 feet; thence, South 59° 46' 39" East, 389.00 feet; thence, South 53° 31' 39" East, 176.30 feet; thence, South 55° 39' 22" East, 234.78 feet; thence, South 63° 17' 47" East, 104.72 feet; thence along the Northerly line of Tract A, Waterfield P.U.D. First Filing the following 8 courses and distances: thence, South 30° 54' 04" West, 0.29 feet; thence, South 65° 28' 27" East, 13.60 feet; thence, South 83° 09' 44" East, 187.84 feet; thence, North 88° 03' 21" East, 295.91 feet; thence, North 84° 51' 19" East, 153.85 feet; thence, North 74° 44' 55" East, 133.22 feet; thence along the West right-of-way line of Timberline Road the following 3 courses and distances: South 00° 17' 16" West, 54.54 feet; thence, South 79° 42' 44" East, 1.91 feet; thence, South 00° 16' 52" West, 1025.14 feet; thence along the North right-of-way line of New Vine Drive the following 3 courses and distances: North 88° 58' 20" West, 1021.66 feet; thence along a curve concave to the South having a central angle of 10° 43' 43" with a radius of 1132.50 feet, an arc length of 212.06 feet and the chord of which bears South 85° 39' 49" West, 211.75 feet; thence, South 80° 17' 57" West, 479.85 feet; thence along the Westerly line of Tract I, Waterfield Third Filing the following 8 courses and distances: thence, North 09° 42' 03" West, 29.65 feet; thence along a curve concave to the Northeast having a central angle of 65° 36' 07" with a radius of 133.55 feet, an arc length of 152.91 feet and the chord of which bears North 48° 28' 48" West, 144.70 feet; thence along a curve concave to the Southwest having a central angle of 60° 52' 28" with a radius of 254.53 feet, an arc length of 270.43 feet and the chord of which bears North 46° 44' 16" West, 257.89 feet; thence along a curve concave to the Northeast having a central angle of 85° 15' 54" with a radius of 276.97 feet, an arc length of 412.18 feet and the chord of which bears North 32° 37' 02" West, 375.18 feet; thence, North 13° 37' 13" East, 264.08 feet; thence

along a curve concave to the Southeast having a central angle of 75° 39' 02" with a radius of 132.37 feet, an arc length of 174.77 feet and the chord of which bears North 52° 17' 36" East, 162.35 feet; thence along a curve concave to the North having a central angle of 36° 41' 13" with a radius of 440.75 feet, an arc length of 282.22 feet and the chord of which bears North 77° 40' 27" East, 277.42 feet; thence, North 00° 17' 33" East, 382.29 feet; thence along the South line of Tract N, Waterfield Third Filing, North 85° 41' 52" West, 749.41 feet; thence, North 00° 43' 26" East, 154.17 feet to the POINT OF BEGINNING. The above described Tract of land contains 2,607,911 square feet or 59.87 acres more or less and

is subject to all easements and rights-of-way now on record or existing.

August 27, 2018

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Page 2 of 2

EXHIBIT A-3


of 1


Exhibit A-3


A Tract of land located in the West Half of Section 5, Township 7 North, Range 68 West, City of Fort Collins, County of Larimer, State of Colorado being more particularly described as follows: Considering the West line of the Southwest Quarter of said Section 5 as bearing North 00°43'27” East and with all bearings contained herein relative thereto: COMMENCING at the Southwest Corner of said Section 5; thence along the West line of said Southwest Quarter, North 00°43’27” East, 1126.91 feet; thence departing said West line, South 89°16’33” East, 1073.16 feet to the POINT OF BEGINNING; thence, North 05°42’56” East, 75.54 feet; thence, North 06°55’57” West, 37.26 feet; thence, North 10°39’38” West, 79.30 feet; thence, North 62°38’46” East, 226.84 feet; thence, South 27°21’14” East, 174.18 feet; thence, South 62°38’46” West, 303.84 feet to the POINT OF BEGINNING. The above described Tract of land contains 44,969 square feet or 1.03 acres more or less and is

subject to all easements and rights-of-way now on record or existing.

August 27, 2018

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D:\Projects\1496-001\Metro District\Exhibit A\1496-001z_District 1.docx

EXHIBIT B-1

District No. 1 Boundary Map

OVERALL DISTRICT

BOUNDARY

E VINE DR

SOUTHWEST CORNER

SECTION 5-T7-R68W

WEST QUARTER CORNER

SECTION 5-T7N-R68W

DISTRICT 1

1,484,373 sq.ft.

34.08 ac

N T

IM

BE

RLIN

E R

D

DISTRICT 1

BOUNDARY

DISTRICT 1

44,969 sq.ft.

1.03 ac

DISTRICT 1

BOUNDARY

THRIVE - WATERFIELD

METROPOLITAN DISTRICT

FORT COLLINS

COLORADO

E NG I NE E R NGIEHTRON RN

DESCRIPTION

DRAWN BY

DATE PROJECT

1496-001

EXHIBIT

SCALEDRAWN BY

C. Snowdon

DATE

August 27, 2018

FORT COLLINS: 301 North Howes Street, Suite 100, 80521GREELEY: 820 8th Street, 80631

970.221.4158northernengineering.com

DISTRICT 1

AREA BOUNDARY MAP

1" = 400'

B-1

( US SURVEY FEET )

1 inch = ft.

Feet0

NOTE: THIS EXHIBIT IS NOT INTENDED TO BE AMONUMENTED LAND SURVEY. ITS SOLE PURPOSE IS AS AGRAPHIC REPRESENTATION TO AID IN THE VISUALIZATIONOF THE WRITTEN PROPERTY DESCRIPTION WHICH ITACCOMPANIES. THE WRITTEN PROPERTY DESCRIPTIONSUPERCEDES THE EXHIBIT DRAWING.

400

400400

EXHIBIT B-2


N T

IM

BE

RLIN

E R

D

OVERALL DISTRICT

BOUNDARY

E VINE DR

DISTRICT 2

BOUNDARY

SOUTHWEST CORNER

SECTION 5-T7-R68W

WEST QUARTER CORNER

SECTION 5-T7N-R68W

DISTRICT 2

2,607,911 sq.ft.

59.87 ac

THRIVE - WATERFIELD


FORT COLLINS

COLORADO


DESCRIPTION

DRAWN BY

DATE PROJECT

1496-001

EXHIBIT

SCALEDRAWN BY

C. Snowdon

DATE

August 27, 2018



DISTRICT 2

AREA BOUNDARY MAP

1" = 400'

B-2

( US SURVEY FEET )

1 inch = ft.

Feet0

NOTE: THIS EXHIBIT IS NOT INTENDED TO BE AMONUMENTED LAND SURVEY. ITS SOLE PURPOSE IS AS AGRAPHIC REPRESENTATION TO AID IN THE VISUALIZATIONOF THE WRITTEN PROPERTY DESCRIPTION WHICH ITACCOMPANIES. THE WRITTEN PROPERTY DESCRIPTIONSUPERCEDES THE EXHIBIT DRAWING.

400

400400

EXHIBIT B-3


N T

IM

BE

RLIN

E R

D

OVERALL DISTRICT

BOUNDARY

E VINE DR

DISTRICT 3

BOUNDARY

DISTRICT 3

44,969 sq.ft.

1.03 ac

SOUTHWEST CORNER

SECTION 5-T7-R68W

WEST QUARTER CORNER

SECTION 5-T7N-R68W

WEST LINE OF

SECTION 5

THRIVE - WATERFIELD


FORT COLLINS

COLORADO


DESCRIPTION

DRAWN BY

DATE PROJECT

1496-001

EXHIBIT

SCALEDRAWN BY

C. Snowdon

DATE

August 27, 2018



( IN FEET )

1 inch = ft.

Feet0400 400

400

DISTRICT 3

AREA BOUNDARY MAP

1" = 400'

B-3

EXHIBIT C

Vicinity Map

E VINE DR

PROPOSED

THRIVE - WATERFIELD

METROPOLITAN

DISTRICT

N T

IM

BE

RLIN

E R

D

MOUNTAIN VISTA DR

A

D

R

I

E

L

D

R

TU

RN

BE

RR

Y R

D

INTERNATIONAL BLVD

S

Y

K

E

S

D

R

F

O

R

K

S

D

R

THRIVE - WATERFIELD


FORT COLLINS

COLORADO


DESCRIPTION

DRAWN BY

DATE PROJECT

1496-001

EXHIBIT

SCALEDRAWN BY

C. Snowdon

DATE

August 2, 2018



( IN FEET )

1 inch = ft.

Feet01000 1000

1000

VICINITY MAP

C

1" = 1000'

EXHIBIT D

Public Improvement Cost Estimates

Public Improvements Unit Cost Extended Cost

I. Grading/Miscellaneous

Mobilization / General Conditions 1 LS $1,455,000.00 1,455,000.00$

Clearing and Grubbing and Topsoil Stripping 25 Ac $11,900.00 293,930.00$

Earthwork (cut/fill/place) 150,024 CY $6.00 900,144.00$

Import Fill Dirt 250,000 CY $10.00 2,500,000.00$

Erosion Control / Traffic Control 1 LS $2,079,000.00 2,079,000.00$

Subtotal 7,228,074.00$

II. Roadway Improvements

Parking Lots 490 SY $70.00 34,277.00$

Access Road (24' Section) - LF $205.00 -$

Local Residential Street (51' Section) 13,428 LF $282.00 3,786,696.00$

Local Industrial Street (66' Section) - LF $321.00 -$

Major Collector Street (66' Section) - LF $372.00 -$

Minor Collector Street (76' Section) - LF $431.00 -$

Alley (20' Section) 12,472 EA $133.00 1,658,818.00$

4-Lane Arterial - EA $715.00 -$

Boulvard (Custom) 2,120 LF $331.00 701,720.00$

Traffic Signal Improvements - EA $500,000.00 -$

Street Lighting 1 LS $248,000.00 248,000.00$

Signing and Striping - LS $271,000.00 -$

Subtotal 6,429,511.00$

III. Potable Waterline Improvements

8" Waterline 19,232 LF $90.00 1,730,880.00$

10" Waterline - LF $100.00 -$

12" Waterline - LF $112.00 -$

Utility Borings - LF $1,900.00 -$

Raw Water Requirements - AC-FT $41,428.00 -$

Off-Site Waterline Reimbursement to Loveland Water and Power - LS $750,000.00 -$

Subtotal 1,730,880.00$

IV. Sanitary Sewer and Subdrain Improvements

8" Sanitary Sewer 15,697 LF $109.00 1,710,973.00$

10" Sanitary Sewer - LF $114.00 -$



8" Subdrain 20,111 LF $75.00 1,508,325.00$

Subdrain Connection Fee - LS $0.00 -$

Sanitary Sewer Repayment - LS $0.00 -$

Subtotal 3,219,298.00$

V. Storm Drainage Improvements

8" Underdrain 4,354 LF $75.00 326,550.00$

18" RCP Storm Sewer 1,864 LF $181.00 337,384.00$

24" RCP Storm Sewer 4,051 LF $191.00 773,741.00$

30" RCP Storm Sewer 80 LF $222.00 17,760.00$

Outlet Structure 3 EA $10,000.00 30,000.00$

Water Quality 63,291 CF $6.00 379,748.00$

Subtotal 1,865,183.00$

SUMMARY ESTIMATE OF PRELIMINARY DISTRICT EXPENDITURES

August 7, 2018

BASIC PUBLIC IMPROVEMENT COSTS FOR

WATERFIELD METRO DISTRICT Nos. 1-3

Quantity

AREA - 92.99 ACRES

Page 1 of 2



August 7, 2018

BASIC PUBLIC IMPROVEMENT COSTS FOR


Quantity

AREA - 92.99 ACRES

VI. Non-Potable Irrigation Improvements

6" Non-Potable Waterline - LF $56.00 -$

Non-Potable Waterline Pumphouse - LS $450,000.00 -$

Non-Potable Pond and Delivery Improvements - LS $250,000.00 -$

Flood Irrigation System and Appurtences - LS $0.00 -$

Well Head Replacement - EA $27,500.00 -$


Subtotal -$

VII. Open Space, Parks and Trails

Structural Demolition - LS $0.00 -$

Natural Area Open Space 14.62 AC $108,900.00 1,592,210.00$

Landscaped Open Space - AC $239,580.00 -$

Regional Trails 13,122 LF $160.00 2,099,520.00$

Monument Signs 2 EA $75,000.00 150,000.00$

Pocket Park and Park Amenities - EA $150,000.00 -$

Open Space Acquisition - AC $20,000.00 -$

Subtotal 3,841,730.00$

VIII. Admin. / Design / Permitting / Etc.

Engineering / Surveying 1 LS $2,432,000.00 2,432,000.00$

Construction Management / Inspection / Testing 1 LS $3,648,000.00 3,648,000.00$

Admin. / Planning / Permitting 1 LS $730,000.00 730,000.00$

Subtotal 6,810,000.00$

Infrastructure Subtotal 31,124,676.00$

Contingency (20%) 6,224,936.00$

Total Cost 37,349,612.00$

Page 2 of 2


I. Grading/Miscellaneous

Mobilization / General Conditions - LS $1,820,000.00 -$

Clearing and Grubbing and Topsoil Stripping - Ac $11,900.00 -$

Earthwork (cut/fill/place) - CY $6.00 -$

Import Fill Dirt - CY $10.00 -$

Erosion Control / Traffic Control - LS $2,600,000.00 -$

Subtotal -$

II. Roadway Improvements

Parking Lots - SY $70.00 -$

Access Road (24' Section) - LF $205.00 -$

Local Residential Street (51' Section) - LF $282.00 -$

Local Industrial Street (66' Section) - LF $321.00 -$

Major Collector Street (66' Section) 1,458 LF $372.00 542,376.00$

Minor Collector Street (76' Section) 1,003 LF $431.00 432,293.00$

Alley (20' Section) - EA $133.00 -$

4-Lane Arterial 2,603 EA $715.00 1,861,145.00$

Boulvard (Custom) - LF $331.00 -$

Traffic Signal Improvements - EA $500,000.00 -$

Street Lighting - LS $246,000.00 -$

Signing and Striping 1 LS $271,000.00 86,000.00$

Subtotal 2,921,814.00$

III. Potable Waterline Improvements

8" Waterline - LF $90.00 -$

10" Waterline - LF $100.00 -$

12" Waterline 6,458 LF $112.00 723,296.00$

Utility Borings - LF $1,900.00 -$


Off-Site Waterline Reimbursement to Loveland Water and Power - LS $750,000.00 -$

Subtotal 723,296.00$

IV. Sanitary Sewer and Subdrain Improvements



12" Sanitary Sewer 5,412 LF $124.00 671,088.00$


8" Subdrain - LF $75.00 -$

Subdrain Connection Fee - LS $0.00 -$

Sanitary Sewer Repayment - LS $0.00 -$

Subtotal 671,088.00$

V. Storm Drainage Improvements

8" Underdrain - LF $75.00 -$

18" RCP Storm Sewer - LF $181.00 -$



Outlet Structure - EA $10,000.00 -$

Water Quality - CF $6.00 -$

Subtotal -$


August 7, 2018

NON-BASIC PUBLIC IMPROVEMENT COSTS FOR


Quantity

AREA - 92.99 ACRES

Page 1 of 2



August 7, 2018

NON-BASIC PUBLIC IMPROVEMENT COSTS FOR


Quantity

AREA - 92.99 ACRES

VI. Non-Potable Irrigation Improvements

6" Non-Potable Waterline - LF $56.00 -$

Non-Potable Waterline Pumphouse - LS $450,000.00 -$

Non-Potable Pond and Delivery Improvements - LS $250,000.00 -$

Flood Irrigation System and Appurtences - LS $0.00 -$

Well Head Replacement - EA $27,500.00 -$


Subtotal -$

VII. Open Space, Parks and Trails

Structural Demolition - LS $0.00 -$

Natural Area Open Space - AC $108,900.00 -$

Landscaped Open Space - AC $239,580.00 -$

Regional Trails - LF $160.00 -$

Monument Signs - EA $75,000.00 -$

Pocket Park and Park Amenities - EA $150,000.00 -$

Open Space Acquisition - AC $20,000.00 -$

Subtotal -$

VIII. Admin. / Design / Permitting / Etc.

Engineering / Surveying 1 LS $432,000.00 432,000.00$

Construction Management / Inspection / Testing 1 LS $648,000.00 648,000.00$

Admin. / Planning / Permitting 1 LS $130,000.00 130,000.00$

Subtotal 1,210,000.00$

Infrastructure Subtotal 5,526,198.00$

Contingency (20%) 1,105,240.00$

Total Cost 6,631,438.00$

Page 2 of 2

EXHIBIT E

Public Improvement Maps

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RLIN

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THRIVE - WATERFIELD


FORT COLLINS

COLORADO


DESCRIPTION

DRAWN BY

DATE PROJECT

1496-001

EXHIBIT

SCALEDRAWN BY

C. Snowdon

DATE

August 2, 2018



( IN FEET )

1 inch = ft.

Feet0400 400

400

STREET MAP

1" = 400'

E

FIGURE 1 OF 5

LEGEND:

MAJOR COLLECTOR

4-LANE ARTERIAL

BOULEVARD

NOTE: LOCAL STREETS

AND ASSOCIATED UTILITIES

ARE CONCEPTUAL AND

MAY CHANGE AS

DEVELOPMENT OCCURS.

STREETS OWNED AND

MAINTAINED BY THE CITY OF

FORT COLLINS

RESIDENTIAL LOCAL

ALLEYWAY

MINOR COLLECTOR

W

W

W

W

W

12" WATER

8" WATER

W

W

W

W

W

W

W

W

W

W

W

W

W

W

8" WATER

8" WATER

12" WATER

E VINE DR

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BE

RLIN

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THRIVE - WATERFIELD


FORT COLLINS

COLORADO


DESCRIPTION

DRAWN BY

DATE PROJECT

1496-001

EXHIBIT

SCALEDRAWN BY

C. Snowdon

DATE

August 2, 2018



( IN FEET )

1 inch = ft.

Feet0400 400

400

POTABLE WATER MAP

1" = 400'

E

FIGURE 2 OF 5

LEGEND:

WATER LINE - 12 INCH PVC.

ALL WATER TO BE OWNED

AND MAINTAINED BY ELCO

WATER DISTRICT.

W

WATER LINE - 8 INCH PVC.

ALL WATER TO BE OWNED

AND MAINTAINED BY ELCO

WATER DISTRICT.

W

NOTE: LOCAL STREETS


ARE CONCEPTUAL AND

MAY CHANGE AS

DEVELOPMENT OCCURS.

SS

SS

SD

SD

SD

SD

SD

SD

SD

S

D

S

D

SD

S

D

SD

SD

SD

SD

SD

SD

S

D

S

D

SD

S

D

SS

SS

SS

SS

SS

S

S

S

S

SS

S

S

SS

SS

SS

SS

SS

SS

S

S

S

S

SS

S

S

8" SANITARY

SEWER

12" SANITARY

SEWER

8" SUBDRAIN

8" SUBDRAIN

8" SUBDRAIN

8" SANITARY

SEWER

8" SANITARY

SEWER

E VINE DR

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RLIN

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THRIVE - WATERFIELD


FORT COLLINS

COLORADO


DESCRIPTION

DRAWN BY

DATE PROJECT

1496-001

EXHIBIT

SCALEDRAWN BY

C. Snowdon

DATE

August 2, 2018



( IN FEET )

1 inch = ft.

Feet0400 400

400

SANITARY SEWER &

SUBDRAIN MAP

1" = 400'

E

FIGURE 3 OF 5

LEGEND:

SS

SEWER LINE - 12 INCH PVC.

ALL SEWER TO BE OWNED

AND MAINTAINED BY

BOXELDER SANITATION

DISTRICT

SEWER LINE - 8 INCH PVC.

ALL SEWER TO BE OWNED

AND MAINTAINED BY

BOXELDER SANITATION

DISTRICT

SS

SUBDRAIN - 8 INCH HDPE.

ALL SUBDRAINS TO BE

OWNED AND MAINTAINED BY

THE METRO DISTRICT.

SD

NOTE: LOCAL STREETS


ARE CONCEPTUAL AND

MAY CHANGE AS

DEVELOPMENT OCCURS.

UD

U

D

U

D

UD UD

UD

ST

S

T

24" RCP

24" RCP

18" RCP

18" RCP

30" RCP

18" RCP

24" RCP

E VINE DR

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UD

UD UD UD

8" PERF. PIPE

8" PERF. PIPE

8" PERF. PIPE

18" RCP

THRIVE - WATERFIELD


FORT COLLINS

COLORADO


DESCRIPTION

DRAWN BY

DATE PROJECT

1496-001

EXHIBIT

SCALEDRAWN BY

C. Snowdon

DATE

August 2, 2018



( IN FEET )

1 inch = ft.

Feet0400 400

400

STORM DRAINAGE MAP

1" = 400'

E

FIGURE 4 OF 5

LEGEND:

NOTE: LOCAL STREETS


ARE CONCEPTUAL AND

MAY CHANGE AS

DEVELOPMENT OCCURS.

24" RCP STORM

DRAIN LINE

ST

DIRECTION OF

CONVEYANCE

DETENTION AREAS

18" RCP STORM

DRAIN LINE

ST

18" HDPE STORM

DRAIN LINE

ST

30" RCP STORM

DRAIN LINE

ST

8" UNDER DRAIN

UD

LID AREAS

E VINE DR

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IM

BE

RLIN

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THRIVE - WATERFIELD


FORT COLLINS

COLORADO


DESCRIPTION

DRAWN BY

DATE PROJECT

1496-001

EXHIBIT

SCALEDRAWN BY

C. Snowdon

DATE

August 2, 2018



( IN FEET )

1 inch = ft.

Feet0400 400

400

OPEN SPACE, PARKS,

& TRAILS MAP

1" = 400'

E

FIGURE 5 OF 5

LEGEND:

CONNECTIVITY

LANDSCAPING w/

TRAILS

NATURAL AREA

OPEN SPACE

STREETS w/

TREE LAWN AREAS

NOTE: LOCAL STREETS


ARE CONCEPTUAL AND

MAY CHANGE AS

DEVELOPMENT OCCURS.

EXHIBIT F

Financial Plan

WATERFIELD METROPOLITAN DISTRICT

1 Development Projection at 40.000 (target) District Mills, plus Fees -- SERVICE PLAN -- 07/30/2018

2050 Series 2030, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2020+New, Assumes Investment Grade, 100x, 30-yr. Maturity

2050

< < < < < < < < Residential > > > > > > > > < Platted/Developed Lots >

Mkt Value As'ed Value* As'ed Value District District District

Biennial @ 7.20% @ 29.00% Total D/S Mill Levy D/S Mill Levy S.O. Taxes Total Total

Total Reasses'mt Cumulative of Market Cumulative of Market Assessed [40.000 Target] Collections Collected Facility Fees Available

YEAR Res'l Units @ 6.0% Market Value (2-yr lag) Market Value (2-yr lag) Value [40.000 Cap] @ 98% @ 6% Collections Revenue

2017 0 0 $0 $0 0 $0 $0 $0

2018 0 0 0 0 0 0 0 0

2019 0 0 0 6,369,260 0 0 0 0 0 0

2020 154 0 66,265,781 0 5,218,740 0 0 40.000 0 0 1,540,000 1,540,000

2021 126 121,647,467 0 4,243,100 1,847,085 1,847,085 40.000 72,406 4,344 1,260,000 1,336,750

2022 100 7,298,848 174,874,994 4,771,136 1,734,420 1,513,435 6,284,571 40.000 246,355 14,781 1,000,000 1,261,136

2023 38 194,024,393 8,758,618 1,325,700 1,230,499 9,989,117 40.000 391,573 23,494 380,000 795,068

2024 30 11,641,464 220,595,391 12,591,000 1,325,700 502,982 13,093,981 40.000 513,284 30,797 300,000 844,081

2025 30 235,823,517 13,969,756 883,800 384,453 14,354,209 40.000 562,685 33,761 300,000 896,446

2026 20 14,149,411 260,328,054 15,882,868 0 384,453 16,267,321 40.000 637,679 38,261 200,000 875,940

2027 0 260,328,054 16,979,293 0 256,302 17,235,595 40.000 675,635 40,538 0 716,173

2028 0 15,619,683 275,947,737 18,743,620 0 0 18,743,620 40.000 734,750 44,085 0 778,835

2029 0 275,947,737 18,743,620 0 0 18,743,620 40.000 734,750 44,085 0 778,835

2030 0 16,556,864 292,504,601 19,868,237 0 0 19,868,237 40.000 778,835 46,730 0 825,565

2031 0 292,504,601 19,868,237 0 0 19,868,237 40.000 778,835 46,730 0 825,565

2032 0 17,550,276 310,054,878 21,060,331 0 0 21,060,331 40.000 825,565 49,534 0 875,099

2033 0 310,054,878 21,060,331 0 0 21,060,331 40.000 825,565 49,534 0 875,099

2034 0 18,603,293 328,658,170 22,323,951 0 0 22,323,951 40.000 875,099 52,506 0 927,605

2035 0 328,658,170 22,323,951 0 0 22,323,951 40.000 875,099 52,506 0 927,605

2036 0 19,719,490 348,377,660 23,663,388 0 0 23,663,388 40.000 927,605 55,656 0 983,261

2037 0 348,377,660 23,663,388 0 0 23,663,388 40.000 927,605 55,656 0 983,261

2038 20,902,660 369,280,320 25,083,192 0 0 25,083,192 40.000 983,261 58,996 1,042,257

2039 369,280,320 25,083,192 0 0 25,083,192 40.000 983,261 58,996 1,042,257

2040 22,156,819 391,437,139 26,588,183 0 0 26,588,183 40.000 1,042,257 62,535 1,104,792

2041 391,437,139 26,588,183 0 0 26,588,183 40.000 1,042,257 62,535 1,104,792

2042 23,486,228 414,923,368 28,183,474 0 0 28,183,474 40.000 1,104,792 66,288 1,171,080

2043 414,923,368 28,183,474 0 0 28,183,474 40.000 1,104,792 66,288 1,171,080

2044 24,895,402 439,818,770 29,874,482 0 0 29,874,482 40.000 1,171,080 70,265 1,241,344

2045 439,818,770 29,874,482 0 0 29,874,482 40.000 1,171,080 70,265 1,241,344

2046 26,389,126 466,207,896 31,666,951 0 0 31,666,951 40.000 1,241,344 74,481 1,315,825

2047 466,207,896 31,666,951 0 0 31,666,951 40.000 1,241,344 74,481 1,315,825

2048 27,972,474 494,180,370 33,566,969 0 0 33,566,969 40.000 1,315,825 78,950 1,394,775

2049 494,180,370 33,566,969 0 0 33,566,969 40.000 1,315,825 78,950 1,394,775

2050 29,650,822 523,831,192 35,580,987 0 0 35,580,987 40.000 1,394,775 83,686 1,478,461

2051 523,831,192 35,580,987 0 0 35,580,987 40.000 1,394,775 83,686 1,478,461

2052 31,429,872 555,261,063 37,715,846 0 0 37,715,846 40.000 1,478,461 88,708 1,567,169

2053 555,261,063 37,715,846 0 0 37,715,846 40.000 1,478,461 88,708 1,567,169

2054 33,315,664 588,576,727 39,978,797 0 0 39,978,797 40.000 1,567,169 94,030 1,661,199

2055 588,576,727 39,978,797 0 0 39,978,797 40.000 1,567,169 94,030 1,661,199

2056 35,314,604 623,891,331 42,377,524 0 0 42,377,524 40.000 1,661,199 99,672 1,760,871

2057 623,891,331 42,377,524 0 0 42,377,524 40.000 1,661,199 99,672 1,760,871

2058 37,433,480 661,324,811 44,920,176 0 0 44,920,176 40.000 1,760,871 105,652 1,866,523

2059 661,324,811 44,920,176 0 0 44,920,176 40.000 1,760,871 105,652 1,866,523

2060 39,679,489 701,004,299 47,615,386 0 0 47,615,386 40.000 1,866,523 111,991 1,978,515

______ __________ __________ __________ __________ __________

498 473,765,968 42,691,916 2,561,515 4,980,000 50,233,431

[*] RAR @ 7.96% thru 2017, Subject to future changes per Colorado General Assembly.

7/30/2018 F WMD Fin Plan 18 NR LF Fin Plan+2030 Refg SPPrepared by D.A.Davidson & Co.

Draft: For discussion purposes only.

1

1

2050

2050

YEAR

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060


Development Projection at 40.000 (target) District Mills, plus Fees -- SERVICE PLAN -- 07/30/2018

Series 2030, G.O. Bonds, Pay & Cancel Refg of (proposed) Series 2020+New, Assumes Investment Grade, 100x, 30-yr. Maturity

Series 2020 Series 2030

$15,655,000 Par $20,930,000 Par Surplus Senior Senior Cov. of Net DS: Cov. of Net DS:

[Net $13.675 MM] [Net $9.387 MM] Total Annual Release @ Cumulative Debt/ Debt/ @ 40.000 Target @ 40.000 Cap

Net Available Net Debt Net Debt Net Debt Funds on Hand* Surplus 50% D/A Surplus Assessed Act'l Value & 0.0 U.R.A. Mills & 0.0 U.R.A. Mills

for Debt Svc Service Service Service Used as Source to $2,093,000 $2,093,000 Target Ratio Ratio + PIF Revs (net) + PIF Revs (net)

$0 n/a n/a n/a 0% 0%

0 n/a n/a n/a 0% 0%

0 n/a n/a n/a 0% 0%

1,540,000 $0 $0 1,540,000 $1,540,000 0% 0% 0% 0%

1,336,750 1,332,750 1,332,750 4,000 0 1,544,000 249% 9% 100% 100%

1,261,136 1,260,250 1,260,250 886 0 1,544,887 151% 8% 100% 100%

795,068 790,000 790,000 5,068 0 1,549,954 112% 7% 101% 101%

844,081 842,000 842,000 2,081 0 1,552,035 101% 6% 100% 100%

896,446 896,250 896,250 196 0 1,552,232 89% 6% 100% 100%

875,940 872,500 872,500 3,440 0 1,555,671 83% 5% 100% 100%

716,173 714,500 714,500 1,673 0 1,557,345 75% 5% 100% 100%

778,835 774,000 774,000 4,835 0 1,562,180 75% 5% 101% 101%

778,835 775,500 775,500 3,335 15 1,565,500 71% 5% 100% 100%

825,565 821,750 $0 821,750 $1,550,000 (1,546,185) 0 19,315 70% 5% 101% 101%

825,565 [ Ref'd by Ser. '30 ] 837,200 837,200 (11,635) 0 7,680 99% 7% 99% 99%

875,099 872,200 872,200 2,899 0 10,579 99% 7% 100% 100%

875,099 870,800 870,800 4,299 0 14,878 94% 6% 101% 101%

927,605 924,400 924,400 3,205 0 18,083 93% 6% 100% 100%

927,605 925,800 925,800 1,805 0 19,887 88% 6% 100% 100%

983,261 982,000 982,000 1,261 0 21,148 87% 6% 100% 100%

983,261 980,800 980,800 2,461 0 23,610 82% 6% 100% 100%

1,042,257 1,039,400 1,039,400 2,857 0 26,466 81% 6% 100% 100%

1,042,257 1,040,400 1,040,400 1,857 0 28,323 76% 5% 100% 100%

1,104,792 1,101,000 1,101,000 3,792 0 32,115 75% 5% 100% 100%

1,104,792 1,103,800 1,103,800 992 0 33,108 70% 5% 100% 100%

1,171,080 1,171,000 1,171,000 80 0 33,187 68% 5% 100% 100%

1,171,080 1,170,000 1,170,000 1,080 0 34,267 63% 4% 100% 100%

1,241,344 1,238,400 1,238,400 2,944 0 37,211 62% 4% 100% 100%

1,241,344 1,238,400 1,238,400 2,944 0 40,156 57% 4% 100% 100%

1,315,825 1,312,600 1,312,600 3,225 0 43,381 55% 4% 100% 100%

1,315,825 1,313,000 1,313,000 2,825 0 46,206 50% 3% 100% 100%

1,394,775 1,392,400 1,392,400 2,375 0 48,581 48% 3% 100% 100%

1,394,775 1,392,600 1,392,600 2,175 0 50,756 43% 3% 100% 100%

1,478,461 1,476,600 1,476,600 1,861 0 52,617 41% 3% 100% 100%

1,478,461 1,476,000 1,476,000 2,461 0 55,078 37% 2% 100% 100%

1,567,169 1,564,000 1,564,000 3,169 0 58,247 34% 2% 100% 100%

1,567,169 1,567,000 1,567,000 169 0 58,416 30% 2% 100% 100%

1,661,199 1,658,200 1,658,200 2,999 0 61,415 27% 2% 100% 100%

1,661,199 1,659,000 1,659,000 2,199 0 63,613 22% 2% 100% 100%

1,760,871 1,757,800 1,757,800 3,071 0 66,684 19% 1% 100% 100%

1,760,871 1,760,600 1,760,600 271 0 66,955 15% 1% 100% 100%

1,866,523 1,866,000 1,866,000 523 0 67,478 12% 1% 100% 100%

1,866,523 1,864,800 1,864,800 1,723 0 69,202 8% 1% 100% 100%

1,978,515 1,976,000 1,976,000 2,515 71,716 0 4% 0% 100% 100%

_________ _________ _________ _________ _________ _________ _________

50,233,431 9,079,500 39,532,200 48,611,700 1,550,000 71,731 71,731

[ FJul3018 20lfspF ] [ FJul3018 30igr20nF] [*] Estimated balance (tbd)



2

1

2050

2050

YEAR

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2056

2057

2058

2059

2060


Operations Revenue and Expense Projection -- 07/30/2018

Total Total S.O. Taxes Total

Assessed Oper'ns Collections Collected Available Total

Value Mill Levy @ 98% @ 6% For O&M Mills

0 10.000 0 0 0 50.000

1,847,085 10.000 18,101 1,086 19,188 50.000

6,284,571 10.000 61,589 3,695 65,284 50.000

9,989,117 10.000 97,893 5,874 103,767 50.000

13,093,981 10.000 128,321 7,699 136,020 50.000

14,354,209 10.000 140,671 8,440 149,112 50.000

16,267,321 10.000 159,420 9,565 168,985 50.000

17,235,595 10.000 168,909 10,135 179,043 50.000

18,743,620 10.000 183,687 11,021 194,709 50.000

18,743,620 10.000 183,687 11,021 194,709 50.000

19,868,237 10.000 194,709 11,683 206,391 50.000

19,868,237 10.000 194,709 11,683 206,391 50.000

21,060,331 10.000 206,391 12,383 218,775 50.000

21,060,331 10.000 206,391 12,383 218,775 50.000

22,323,951 10.000 218,775 13,126 231,901 50.000

22,323,951 10.000 218,775 13,126 231,901 50.000

23,663,388 10.000 231,901 13,914 245,815 50.000

23,663,388 10.000 231,901 13,914 245,815 50.000

25,083,192 10.000 245,815 14,749 260,564 50.000

25,083,192 10.000 245,815 14,749 260,564 50.000

26,588,183 10.000 260,564 15,634 276,198 50.000

26,588,183 10.000 260,564 15,634 276,198 50.000

28,183,474 10.000 276,198 16,572 292,770 50.000

28,183,474 10.000 276,198 16,572 292,770 50.000

29,874,482 10.000 292,770 17,566 310,336 50.000

29,874,482 10.000 292,770 17,566 310,336 50.000

31,666,951 10.000 310,336 18,620 328,956 50.000

31,666,951 10.000 310,336 18,620 328,956 50.000

33,566,969 10.000 328,956 19,737 348,694 50.000

33,566,969 10.000 328,956 19,737 348,694 50.000

35,580,987 10.000 348,694 20,922 369,615 50.000

35,580,987 10.000 348,694 20,922 369,615 50.000

37,715,846 10.000 369,615 22,177 391,792 50.000

37,715,846 10.000 369,615 22,177 391,792 50.000

39,978,797 10.000 391,792 23,508 415,300 50.000

39,978,797 10.000 391,792 23,508 415,300 50.000

42,377,524 10.000 415,300 24,918 440,218 50.000

42,377,524 10.000 415,300 24,918 440,218 50.000

44,920,176 10.000 440,218 26,413 466,631 50.000

44,920,176 10.000 440,218 26,413 466,631 50.000

47,615,386 10.000 466,631 27,998 494,629 50.000

_______ ________ _______

10,672,979 640,379 11,313,358



3


Development Projection -- Buildout Plan (updated 7/30/18)

2050

100%

0 Residential Development

3-Story TH SFD CottageIncr/(Decr) in Incr/(Decr) in Incr/(Decr) in

Finished Lot # Units Price Finished Lot # Units Price Finished Lot # Units Price

# Lots Value @ Completed Inflated @ Market # Lots Value @ Completed Inflated @ Market # Lots Value @ Completed Inflated @ Market

YEAR Devel'd 10% 89 target 2% Value Devel'd 10% 80 target 2% Value Devel'd 10% 200 target 2% Value

2017 0 0 $380,900 0 0 0 $510,900 0 0 0 $441,900 0

2018 0 0 380,900 0 0 0 510,900 0 0 0 441,900 0

2019 36 1,371,240 388,518 0 24 1,226,160 521,118 0 30 1,325,700 450,738 0

2020 36 0 36 396,288 14,266,381 24 0 24 531,540 12,756,969 30 0 30 459,753 13,792,583

2021 17 (723,710) 36 404,214 14,551,709 24 0 24 542,171 13,012,108 30 0 30 468,948 14,068,434

2022 0 (647,530) 17 412,298 7,009,073 8 (817,440) 24 553,015 13,272,350 30 0 30 478,327 14,349,803

2023 0 0 0 420,544 0 0 (408,720) 8 564,075 4,512,599 30 0 30 487,893 14,636,799

2024 0 0 0 428,955 0 0 0 0 575,356 0 30 0 30 497,651 14,929,535

2025 0 0 0 437,534 0 0 0 0 586,864 0 20 (441,900) 30 507,604 15,228,126

2026 0 0 0 446,285 0 0 0 0 598,601 0 0 (883,800) 20 517,756 10,355,126

2027 0 0 0 455,211 0 0 0 0 610,573 0 0 0 0 528,111 0

2028 0 0 0 464,315 0 0 0 0 622,784 0 0 0 0 538,674 0

2029 0 0 0 473,601 0 0 0 0 635,240 0 0 0 0 549,447 0

2030 0 0 0 483,073 0 0 0 0 647,945 0 0 0 0 560,436 0

2031 0 0 0 492,735 0 0 0 0 660,904 0 0 0 0 571,645 0

2032 0 0 0 502,589 0 0 0 0 674,122 0 0 0 0 583,078 0

2033 0 0 0 512,641 0 0 0 0 687,604 0 0 0 0 594,739 0

2034 0 0 0 522,894 0 0 0 0 701,356 0 0 0 0 606,634 0

2035 0 0 0 533,352 0 0 0 0 715,383 0 0 0 0 618,767 0

2036 0 0 0 544,019 0 0 0 0 729,691 0 0 0 0 631,142 0

2037 0 0 554,899 0 0 0 744,285 0 0 0 643,765 0

______ _________ ______ _________ ______ _________ ______ _________ _____ _________ ______ _________

89 (0) 89 35,827,163 80 0 80 43,554,026 200 0 200 97,360,406

7/30/2018 F WMD Fin Plan 18 Abs

Prepared by D.A. Davidson & Co.

4

2050

100%

0

YEAR

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037


Development Projection -- Buildout Plan (updated 7/30/18)

Residential Summary

2-Story TH DuplexIncr/(Decr) in Incr/(Decr) in

Finished Lot # Units Price Finished Lot # Units Price Total Total Res'l Value +/- of Platted &

# Lots Value @ Completed Inflated @ Market # Lots Value @ Completed Inflated @ Market Residential Total Facility Fees Developed Lots

Devel'd 10% 101 target 2% Value Devel'd 10% 28 target 2% Value Market Value Res'l Units @ $10,000/unit Adjustment Adjusted Value

0 0 $359,900 0 0 0 $410,900 0 $0 0 0 0 0

0 0 359,900 0 0 0 410,900 0 0 0 0 0 0

36 1,295,640 367,098 0 28 1,150,520 419,118 0 0 0 0 0 6,369,260

36 0 36 374,440 13,479,839 0 (1,150,520) 28 427,500 11,970,010 66,265,781 154 1,540,000 0 (1,150,520)

29 (251,930) 36 381,929 13,749,435 0 0 0 436,050 0 55,381,686 126 1,260,000 0 (975,640)

0 (1,043,710) 29 389,567 11,297,453 0 0 0 444,771 0 45,928,679 100 1,000,000 0 (2,508,680)

0 0 0 397,359 0 0 0 0 453,667 0 19,149,398 38 380,000 0 (408,720)

0 0 0 405,306 0 0 0 0 462,740 0 14,929,535 30 300,000 0 0

0 0 0 413,412 0 0 0 0 471,995 0 15,228,126 30 300,000 0 (441,900)

0 0 0 421,680 0 0 0 0 481,435 0 10,355,126 20 200,000 0 (883,800)

0 0 0 430,114 0 0 0 0 491,064 0 0 0 0 0 0

0 0 0 438,716 0 0 0 0 500,885 0 0 0 0 0 0

0 0 0 447,490 0 0 0 0 510,903 0 0 0 0 0 0

0 0 0 456,440 0 0 0 0 521,121 0 0 0 0 0 0

0 0 0 465,569 0 0 0 0 531,543 0 0 0 0 0 0

0 0 0 474,880 0 0 0 0 542,174 0 0 0 0 0 0

0 0 0 484,378 0 0 0 0 553,017 0 0 0 0 0 0

0 0 0 494,066 0 0 0 0 564,078 0 0 0 0 0 0

0 0 0 503,947 0 0 0 0 575,359 0 0 0 0 0 0

0 0 0 514,026 0 0 0 0 586,866 0 0 0 0 0 0

0 0 524,306 0 0 0 598,604 0 0 0 0 0 0

_____ _________ ______ _________ ______ _________ ________ _________ ___________ ______ ______ _________ _________

101 0 101 38,526,727 28 0 28 11,970,010 227,238,331 498 4,980,000 0 0

7/30/2018 F WMD Fin Plan 18 Abs

Prepared by D.A. Davidson & Co.

5

Jul 30, 2018 11:40 am Prepared by D.A. Davidson & Co Quantitative Group~CB (Waterfield MD 18:FJUL3018-20NRSPF)

SOURCES AND USES OF FUNDS


GENERAL OBLIGATION BONDS, SERIES 2020

40.000 (target) Mills, plus Fees

Non-Rated, 100x, 30-yr. Maturity

(Full Growth + 6% Bi-Reassessment Projections)

[ Preliminary -- for discsussion only ]

Dated Date 12/01/2020Delivery Date 12/01/2020

Sources:

Bond Proceeds:Par Amount 15,655,000.00

15,655,000.00

Uses:

Project Fund Deposits:Project Fund 13,674,670.83

Other Fund Deposits:Debt Service Reserve Fund 1,367,229.17

Cost of Issuance:Other Cost of Issuance 300,000.00

Delivery Date Expenses:Underwriter's Discount 313,100.00

15,655,000.00

6

Jul 30, 2018 11:50 am Prepared by D.A. Davidson & Co Quantitative Group~CB (Waterfield MD 18:FJUL3018-30IG20NF,30IG20NF)

SOURCES AND USES OF FUNDS


GENERAL OBLIGATION REFUNDING BONDS, SERIES 2030

Pay & Cancel Refunding of (proposed) Series 2020 + New Money

40.000 (target) Mills + Fees

Assumes Investment Grade, 100x, 30-yr. Maturity




Sources:

Bond Proceeds:Par Amount 20,930,000.00

Other Sources of Funds:Funds on Hand* 1,550,000.00Series 2020 - DSRF 1,367,229.17

2,917,229.17

23,847,229.17

Uses:

Project Fund Deposits:Project Fund 9,387,329.17

Refunding Escrow Deposits:Cash Deposit* 14,155,250.00

Cost of Issuance:Other Cost of Issuance 200,000.00

Delivery Date Expenses:Underwriter's Discount 104,650.00

23,847,229.17

Note: [*] Estimated balances, (tbd).

7


BOND SUMMARY STATISTICS








Dated Date 12/01/2030Delivery Date 12/01/2030First Coupon 06/01/2031Last Maturity 12/01/2060

Arbitrage Yield 4.000000%True Interest Cost (TIC) 4.035168%Net Interest Cost (NIC) 4.022503%All-In TIC 4.103068%Average Coupon 4.000000%

Average Life (years) 22.220Weighted Average Maturity (years) 22.220Duration of Issue (years) 14.527

Par Amount 20,930,000.00Bond Proceeds 20,930,000.00Total Interest 18,602,200.00Net Interest 18,706,850.00Bond Years from Dated Date 465,055,000.00Bond Years from Delivery Date 465,055,000.00Total Debt Service 39,532,200.00Maximum Annual Debt Service 1,976,000.00Average Annual Debt Service 1,317,740.00

Underwriter's Fees (per $1000) Average Takedown Other Fee 5.000000

Total Underwriter's Discount 5.000000

Bid Price 99.500000

Average

Par Average Average Maturity PV of 1 bp

Bond Component Value Price Coupon Life Date change

Term Bond due 2060 20,930,000.00 100.000 4.000% 22.220 02/18/2053 36,418.20

20,930,000.00 22.220 36,418.20

All-In ArbitrageTIC TIC Yield

Par Value 20,930,000.00 20,930,000.00 20,930,000.00+ Accrued Interest+ Premium (Discount)- Underwriter's Discount -104,650.00 -104,650.00- Cost of Issuance Expense -200,000.00- Other Amounts

Target Value 20,825,350.00 20,625,350.00 20,930,000.00

Target Date 12/01/2030 12/01/2030 12/01/2030Yield 4.035168% 4.103068% 4.000000%

8


BOND DEBT SERVICE








Annual

Period Debt Debt

Ending Principal Coupon Interest Service Service

06/01/2031 418,600 418,60012/01/2031 418,600 418,600 837,20006/01/2032 418,600 418,60012/01/2032 35,000 4.000% 418,600 453,600 872,20006/01/2033 417,900 417,90012/01/2033 35,000 4.000% 417,900 452,900 870,80006/01/2034 417,200 417,20012/01/2034 90,000 4.000% 417,200 507,200 924,40006/01/2035 415,400 415,40012/01/2035 95,000 4.000% 415,400 510,400 925,80006/01/2036 413,500 413,50012/01/2036 155,000 4.000% 413,500 568,500 982,00006/01/2037 410,400 410,40012/01/2037 160,000 4.000% 410,400 570,400 980,80006/01/2038 407,200 407,20012/01/2038 225,000 4.000% 407,200 632,200 1,039,40006/01/2039 402,700 402,70012/01/2039 235,000 4.000% 402,700 637,700 1,040,40006/01/2040 398,000 398,00012/01/2040 305,000 4.000% 398,000 703,000 1,101,00006/01/2041 391,900 391,90012/01/2041 320,000 4.000% 391,900 711,900 1,103,80006/01/2042 385,500 385,50012/01/2042 400,000 4.000% 385,500 785,500 1,171,00006/01/2043 377,500 377,50012/01/2043 415,000 4.000% 377,500 792,500 1,170,00006/01/2044 369,200 369,20012/01/2044 500,000 4.000% 369,200 869,200 1,238,40006/01/2045 359,200 359,20012/01/2045 520,000 4.000% 359,200 879,200 1,238,40006/01/2046 348,800 348,80012/01/2046 615,000 4.000% 348,800 963,800 1,312,60006/01/2047 336,500 336,50012/01/2047 640,000 4.000% 336,500 976,500 1,313,00006/01/2048 323,700 323,70012/01/2048 745,000 4.000% 323,700 1,068,700 1,392,40006/01/2049 308,800 308,80012/01/2049 775,000 4.000% 308,800 1,083,800 1,392,60006/01/2050 293,300 293,30012/01/2050 890,000 4.000% 293,300 1,183,300 1,476,60006/01/2051 275,500 275,50012/01/2051 925,000 4.000% 275,500 1,200,500 1,476,00006/01/2052 257,000 257,00012/01/2052 1,050,000 4.000% 257,000 1,307,000 1,564,00006/01/2053 236,000 236,00012/01/2053 1,095,000 4.000% 236,000 1,331,000 1,567,00006/01/2054 214,100 214,10012/01/2054 1,230,000 4.000% 214,100 1,444,100 1,658,20006/01/2055 189,500 189,50012/01/2055 1,280,000 4.000% 189,500 1,469,500 1,659,00006/01/2056 163,900 163,90012/01/2056 1,430,000 4.000% 163,900 1,593,900 1,757,80006/01/2057 135,300 135,30012/01/2057 1,490,000 4.000% 135,300 1,625,300 1,760,60006/01/2058 105,500 105,50012/01/2058 1,655,000 4.000% 105,500 1,760,500 1,866,00006/01/2059 72,400 72,40012/01/2059 1,720,000 4.000% 72,400 1,792,400 1,864,80006/01/2060 38,000 38,00012/01/2060 1,900,000 4.000% 38,000 1,938,000 1,976,000

20,930,000 18,602,200 39,532,200 39,532,200

9


NET DEBT SERVICE








Period Total Net

Ending Principal Interest Debt Service Debt Service

12/01/2031 837,200 837,200 837,20012/01/2032 35,000 837,200 872,200 872,20012/01/2033 35,000 835,800 870,800 870,80012/01/2034 90,000 834,400 924,400 924,40012/01/2035 95,000 830,800 925,800 925,80012/01/2036 155,000 827,000 982,000 982,00012/01/2037 160,000 820,800 980,800 980,80012/01/2038 225,000 814,400 1,039,400 1,039,40012/01/2039 235,000 805,400 1,040,400 1,040,40012/01/2040 305,000 796,000 1,101,000 1,101,00012/01/2041 320,000 783,800 1,103,800 1,103,80012/01/2042 400,000 771,000 1,171,000 1,171,00012/01/2043 415,000 755,000 1,170,000 1,170,00012/01/2044 500,000 738,400 1,238,400 1,238,40012/01/2045 520,000 718,400 1,238,400 1,238,40012/01/2046 615,000 697,600 1,312,600 1,312,60012/01/2047 640,000 673,000 1,313,000 1,313,00012/01/2048 745,000 647,400 1,392,400 1,392,40012/01/2049 775,000 617,600 1,392,600 1,392,60012/01/2050 890,000 586,600 1,476,600 1,476,60012/01/2051 925,000 551,000 1,476,000 1,476,00012/01/2052 1,050,000 514,000 1,564,000 1,564,00012/01/2053 1,095,000 472,000 1,567,000 1,567,00012/01/2054 1,230,000 428,200 1,658,200 1,658,20012/01/2055 1,280,000 379,000 1,659,000 1,659,00012/01/2056 1,430,000 327,800 1,757,800 1,757,80012/01/2057 1,490,000 270,600 1,760,600 1,760,60012/01/2058 1,655,000 211,000 1,866,000 1,866,00012/01/2059 1,720,000 144,800 1,864,800 1,864,80012/01/2060 1,900,000 76,000 1,976,000 1,976,000

20,930,000 18,602,200 39,532,200 39,532,200

10


SUMMARY OF BONDS REFUNDED








Maturity Interest Par Call Call

Bond Date Rate Amount Date Price

7/30/18: Ser 20 NR SP, 5.00%, 100x, 40mls+fees, FG+6% BiRe:TERM50 12/01/2031 5.000% 135,000.00 12/01/2030 100.000

12/01/2032 5.000% 190,000.00 12/01/2030 100.00012/01/2033 5.000% 200,000.00 12/01/2030 100.00012/01/2034 5.000% 260,000.00 12/01/2030 100.00012/01/2035 5.000% 275,000.00 12/01/2030 100.00012/01/2036 5.000% 345,000.00 12/01/2030 100.00012/01/2037 5.000% 360,000.00 12/01/2030 100.00012/01/2038 5.000% 440,000.00 12/01/2030 100.00012/01/2039 5.000% 460,000.00 12/01/2030 100.00012/01/2040 5.000% 545,000.00 12/01/2030 100.00012/01/2041 5.000% 570,000.00 12/01/2030 100.00012/01/2042 5.000% 665,000.00 12/01/2030 100.00012/01/2043 5.000% 700,000.00 12/01/2030 100.00012/01/2044 5.000% 805,000.00 12/01/2030 100.00012/01/2045 5.000% 845,000.00 12/01/2030 100.00012/01/2046 5.000% 960,000.00 12/01/2030 100.00012/01/2047 5.000% 1,010,000.00 12/01/2030 100.00012/01/2048 5.000% 1,140,000.00 12/01/2030 100.00012/01/2049 5.000% 1,195,000.00 12/01/2030 100.00012/01/2050 5.000% 2,710,000.00 12/01/2030 100.000

13,810,000.00

11


ESCROW REQUIREMENTS









7/30/18: Ser 20 NR SP, 5.00%, 100x, 40mls+fees, FG+6% BiRe

Period Principal

Ending Interest Redeemed Total

12/01/2030 345,250.00 13,810,000.00 14,155,250.00

345,250.00 13,810,000.00 14,155,250.00

12


PRIOR BOND DEBT SERVICE








Annual

Period Debt Debt

Ending Principal Coupon Interest Service Service

12/01/2030 345,250 345,25006/01/2031 345,250 345,25012/01/2031 135,000 5.000% 345,250 480,250 1,170,75006/01/2032 341,875 341,87512/01/2032 190,000 5.000% 341,875 531,875 873,75006/01/2033 337,125 337,12512/01/2033 200,000 5.000% 337,125 537,125 874,25006/01/2034 332,125 332,12512/01/2034 260,000 5.000% 332,125 592,125 924,25006/01/2035 325,625 325,62512/01/2035 275,000 5.000% 325,625 600,625 926,25006/01/2036 318,750 318,75012/01/2036 345,000 5.000% 318,750 663,750 982,50006/01/2037 310,125 310,12512/01/2037 360,000 5.000% 310,125 670,125 980,25006/01/2038 301,125 301,12512/01/2038 440,000 5.000% 301,125 741,125 1,042,25006/01/2039 290,125 290,12512/01/2039 460,000 5.000% 290,125 750,125 1,040,25006/01/2040 278,625 278,62512/01/2040 545,000 5.000% 278,625 823,625 1,102,25006/01/2041 265,000 265,00012/01/2041 570,000 5.000% 265,000 835,000 1,100,00006/01/2042 250,750 250,75012/01/2042 665,000 5.000% 250,750 915,750 1,166,50006/01/2043 234,125 234,12512/01/2043 700,000 5.000% 234,125 934,125 1,168,25006/01/2044 216,625 216,62512/01/2044 805,000 5.000% 216,625 1,021,625 1,238,25006/01/2045 196,500 196,50012/01/2045 845,000 5.000% 196,500 1,041,500 1,238,00006/01/2046 175,375 175,37512/01/2046 960,000 5.000% 175,375 1,135,375 1,310,75006/01/2047 151,375 151,37512/01/2047 1,010,000 5.000% 151,375 1,161,375 1,312,75006/01/2048 126,125 126,12512/01/2048 1,140,000 5.000% 126,125 1,266,125 1,392,25006/01/2049 97,625 97,62512/01/2049 1,195,000 5.000% 97,625 1,292,625 1,390,25006/01/2050 67,750 67,75012/01/2050 2,710,000 5.000% 67,750 2,777,750 2,845,500

13,810,000 10,269,250 24,079,250 24,079,250

13

EXHIBIT G

Public Benefits

Category Public BenefitPer Unit Total

Water and Energy Conservation

1 All homes DOE Zero Energy Ready & EPA Indoor Air Plus

$28,135 $14,039,185

2 LEED Certified $400 $199,600 1

Delivery of 10% Net Zero Energy (50 units) and/or distributed storage

$47,540 $2,376,995

3 Delivery of 10% rooftop solar (50 units) and/or distributed storage

$8,600 $430,000

Multimodal TransportationBuffered Bike Lane (ROW Land Cost - Suniga) $286 $142,923

Wider than Required Sidewalk (ROW Land Cost - Suniga)

$90 $45,134

Enhanced Pedestrian Crossing (2 proposed crossings on Suniga 6 ft wide each)

$50 $24,840

Critical Public Infrastructure

Major arterial development (ROW Land Cost - Suniga)

$490 $244,474

4 Vine and Lemay (200 Units)

$800 $160,000

High Quality and Smart Growth Management

5 Alley Construction (all units)

$3,324.28 $1,658,818

Smaller lot size (additional utility, water dedication) $8,755 $4,368,740

Increased multifamily development

There are 17 DU over the original 200 units in MMN Zone

Walkability & Pedestrian Friendliness

5 Trail system enhancements (wetland perimeter trail, paseos)

$4,207 $2,099,520

Public Spaces

6

Pocket parks, neighborhood parks, mixed use open space (green courts, community plaza, pocket parks)

$3,491 $1,742,210

Affordable Housing7

10% of homes at 80% AMI $7,222 $3,250,000

TOTAL $61,688 $30,782,439

Footnotes:1

2

3

4

5

6

7

Compared to 2015 code per Rip Reid studyThrive's added cost for LEED Certified3.5 kW systemDifficult to quantify pending APF policy determination. Based on an estimated value for units above what was already approved for APF.As per Exhibit D by Northern EngineeringAs per Exhibit D by Northern Engineering (Open Space & Signage)$65,000 per unit subsidy distributed over 450 units

Non Basic Costs

Environmental Sustainability Outcomes

DISCLAIMER: Preliminary estimates designed to provide illustrative representation for value of public benefit. This illustration is non-binding pending execution of a Development Agreement.

EXHIBIT H

Disclosure Notice

NOTICE OF INCLUSION IN A RESIDENTIAL METROPOLITAN DISTRICT

AND POSSIBLE PROPERTY TAX CONSEQUENCES

Legal description of the property and address:

(Insert legal description and property address).

This property is located in the following metropolitan district:

(Insert District Name).

In addition to standard property taxes identified on the next page, this property is subject to a

metropolitan district mill levy (another property tax) of up to:

(Insert mill levy maximum).

Based on the property’s inclusion in the metropolitan district, an average home sales price of

$300,000 could result in ADDITIONAL annual property taxes up to:

(Insert amount).

The next page provides examples of estimated total annual property taxes that could be due on

this property, first if located outside the metropolitan district and next if located within the

metropolitan district. Note: property that is not within a metropolitan district would not pay

the ADDITIONAL amount.

The metropolitan district board can be reached as follows:

(Insert contact information).

You may wish to consult with: (1) the Larimer County Assessor’s Office, to determine the

specific amount of metropolitan district taxes currently due on this property; and (2) the

metropolitan district board, to determine the highest possible amount of metropolitan district

property taxes that could be assessed on this property.

ESTIMATE OF PROPERTY TAXES

Annual Tax Levied on Residential Property With $300,000 Actual Value Without the District

Taxing Entity Mill Levies

(2017**)

Annual tax levied

Insert entity Insert amount $ Insert amount

Larimer County Insert amount $ Insert amount

City of Fort Collins Insert amount $ Insert amount




TOTAL: Insert total $ Insert amount

Annual Tax Levied on Residential Property With $300,000 Actual Value With the District

(Assuming Maximum District Mill Levy)

Taxing Entity Mill Levies

(2017**)

Annual tax levied

Insert District Name Insert amount $ Insert amount


Larimer County Insert amount $ Insert amount

City of Fort Collins Insert amount $ Insert amount




TOTAL: Insert total $ Insert total

**This estimate of mill levies is based upon mill levies certified by the Larimer County Assessor’s Office in

December 20__ for collection in 20__, and is intended only to provide approximations of the total overlapping mill

levies within the District. The stated mill levies are subject to change and you should contact the Larimer County

Assessor’s Office to obtain accurate and current information.

FINANCIAL HEALTH OF METROPOLITAN DISTRICT

Financial information for (Insert District Name Here) as of (Insert Date of Last Annual Report

Here):

Notes Amount

Total Assessed Value Insert Notes Insert Amount

Current Mill Levy & Annual Revenue Insert Mill Insert Amount

Current Debt Mill Levy & Annual Revenue Insert Mill Insert Amount

Outstanding Debt Insert Term Insert Amount

Anticipated Payoff Year Insert Notes Insert Amount

Additional information regarding (Insert District Name Here) financial health and formation can

be found at the City of Fort Collins website, available at: fcgov.com.

In addition, the Colorado Department of Local Affairs may have the following materials

available:

Audited Financial Statements

Annual Budget

Annual Report on the Service Plan

Certification of Election Results

Certification of Tax Levies

Notice of Authorization of General Obligation Debt

Notice of Issuance of General Obligation Debt

Transparency – Notice to Electors

Available at:

https://dola.colorado.gov/lgis/lgFinances.jsf

Or

Division of Local Government

1313 Sherman Street, Room 521

Denver, Colorado 80203

(303) 864-7720

Fax: (303) 864-0751

OR

Contact the District at:

_________Metropolitan District ______

_________[Address]________________

_________[Address]________________

_________[Phone]__________________

_________[Fax]____________________

_________[Email]___________________

1

Waterfield Metro District – Development Agreement

Josh Birks

04-16-19

ATTACHMENT 4

Presentation Overview

1. Project Overview

2. Metro District Commitments

3. Answers to Council Questions

4. Staff Recommendation

2

Project Description

§ New Urbanist Alley

Load project

§ Increased density

§ 498 units across 5

product types vs.

390 units primarily

Single Family

§ 50 affordable units3

Community Wide Benefits

§ Affordable Housing

§ Energy Efficiency

§ Renewables

§ Infrastructure

4

Developer Commitments

Affordable Housing

10% of Units at 80% AMI;

20 Year Deed Restriction

2/3 of Affordable Units

Prior to final 50% of Permits

Final 1/3 of Units

Prior to Final 100 Permits

Energy Efficiency & Renewables

Zero Energy Ready Home Standard:

No CO until HERS Rater certification of compliance

(each home)

Zero Energy/Solar:

20 of the first 200 homes must comply before

additional permits issued

Infrastructure

Construct Suniga Timberline to Turnberry to include:

2 Foot Wider Sidewalks

Buffered Bike Lanes

2 Pedestrian Crossings

5

Conclusions

1. Development Agreement Conforms to the Public Benefits outlined in

the Service Plan

2. Project will create at least 50 units of affordable housing

3. Development Agreement includes performance measures that could

delay issuance of building permits on failure to perform

1. Affordable is front loaded – 2/3 in first half of permits

2. Zero Energy & Solar – 20 Units must comply before the 201st

permit will be issued

3. Zero Energy Ready Home Standard – No individual COs

issued until compliance is certified by third-party6

Staff Recommendation

§ Staff recommends adoption of the resolution

7

8

Northeast Fort Collins

Affordable Housing

Percent

AMI

Area Median

Income (AMI)HUD Classification

100% 85,100$ Moderate Income

80% 68,100$ Low Income

60% 51,060$ Low Income

50% 42,550$ Very Low Income

30% 25,550$ Extremely Low Income

3 Person 4 Person

80% AMI 61,300$ 68,100$

Monthly Income 5,110$ 5,680$

Available for Housing (38%) 1,942$ 2,158$

Property Taxes (.072%) 200$ 230$

Metro Taxes/HOA Fees ($200/mo) 200$ 200$

Insurance (.038%) 110$ 120$

Monthly Mortgage Payment 1,432$ 1,608$

Loan Amount 266,800$ 299,500$

Down Payment 11,100$ 12,500$

Total Purchase Price 277,900$ 312,000$

HouseholdItem

9

2018, 4 Person Household

Source: Housing & Urban Development, US Gov’t; Social Sustainability

Zero Energy Ready Home

Baseline Home:

§ 2015 IECC Code with local

options

Zero Energy Ready Home:

§ Generates as much energy as

consumes

§ Certified Energy Star Ver. 3 or 3.1

§ Duct Systems in thermal and air

boundary

§ Lights & Appliances – Energy Star

Qualified (80% of lighting)

§ Meet DOE PV-Ready checklist

10

Average HERS Rating – 58 to 62 Average HERS Rating – Low 40s

Zero Energy Ready Home

Zero Energy Ready Home (ZEHR) – Impact

§ Approximate kWh saving / year = 1,350 kWh

§ Approximate Therms saving / year = 300 th

§ Estimated Metric Tons of CO2 equivalent avoided / year = 3

§ Total Annual savings compared to Baseline home: $450

(Assumptions: Baseline was 2015 IECC code, with gas thermal heating. 2,400 Square foot home with 4 Bedrooms, 2 Baths, and a full basement.

Utility rates are default rates.)

11

Metro District Revenue Present Value

12

Item 40 Years Perpetuity Difference

Median Sales Price 425,000$ 425,000$ -$

Typical Fort Collins Mills 90.828 90.828

Typical Fort Collins Property Tax Liability 2,779$ 2,779$ -$

Hypothetical Metro District Mills 50.000 50.000

Metro District Property Tax Liability 1,530$ 1,530$ -$

New Total Property Tax Liability 4,309$ 4,309$ -$

Percent Increase of Property Taxes 55% 55%

Metro Mill Levy Propety Tax Maximum Value as

Present Value$26,253 $30,600 ($4,347)

§ Assumes 5%

Appreciation rate (Based on historic data

1998 to 2018)

§ Assumes 5%

discount rate (Based on current

mortgage rates)

§ Differential

equals

approximately

17% increase in

present value

3-Story

Townhome

Single Family

DetachedCottage

2-Story

TownhomeDuplex

Weighted

Average

Proposed Development Home Values 380,900$ 510,900$ 441,900$ 359,900$ 410,900$ 423,709$

Annual Metro District Tax Liability 1,371$ 1,839$ 1,591$ 1,296$ 1,479$ 1,525$

Present Value - 40 Year Collection 23,529$ 31,560$ 27,297$ 22,232$ 25,382$ 26,174$

Present Value - Collection in Perpetuity 27,425$ 36,785$ 31,817$ 25,913$ 29,585$ 30,507$

Change in collection 3,896$ 5,225$ 4,519$ 3,681$ 4,202$ 4,333$

Metro District Revenue Present Value

Take-Away:

§ Present value calculated on perpetuity increases the value by 17%

compared to the 40-year analysis

13

-1-

RESOLUTION 2019-051

OF THE CITY COUNCIL OF THE CITY OF FORT COLLINS

APPROVING A DEVELOPMENT AGREEMENT TO SECURE PUBLIC

BENEFITS FOR DEVELOPMENT OF THE WATERFIELD FOURTH FILING

WHEREAS, Waterfield, LLC, a Colorado limited liability company, (the “Developer”) has

entered into an agreement with Parker Land Investments, Inc., a Colorado corporation, to acquire

ownership of certain real property described in the replat of a portion of Waterfield Third Filing,

Tract A, Waterfield P.U.D. First Filing and portions of vacated Timberline Road in the City of Fort

Collins (the “Property”); and

WHEREAS, the Waterfield Fourth Filing Project Development Plan for development of

the Property (the “PDP”) was approved by an Administrative Hearing Officer of the City on

January 10, 2019; and

WHEREAS, the Developer has since submitted to the City all plats, plans (including

utility plans), reports and other documents required for the approval of the Waterfield Fourth

Filing Final Development Plan (the “FDP”) for the Property consistent with the PDP and

according to the City’s development application submittal requirements master list copies of

which are on file in the office of the City Engineer and made a part hereof by reference; and

WHEREAS, the FDP has not yet been approved by the City; and

WHEREAS, this Development Agreement will be in addition to the usual development

agreement the Developer is required to enter into with the City under Section 3.3.2(B) of the

City’s Land Use Code as part of the City’s approval process for the FDP; and

WHEREAS, the Developer desires to develop the Property under the FDP to include 498

healthy and energy efficient homes, diverse pedestrian friendly neighborhoods and affordable

housing; and

WHEREAS, pursuant to the provisions of Colorado’s Special District Act, the Developer

previously submitted to the City an application for the Fort Collins City Council’s approval of a

Consolidated Service Plan for the Waterfield Metropolitan District Nos. 1-3 (the “Service Plan”),

which Service Plan the City Council approved on September 18, 2018, in Resolution 2018-082;

and

WHEREAS, the Developer sought the organization of Waterfield Metropolitan District

Nos. 1-3 (the “Districts”) to enable development of the Property in a manner that will provide the

public benefits described in Exhibit “G” of the Service Plan, which include: (1) water and energy

conservation; (2) multimodal transportation; (3) critical public infrastructure; (4) high quality

and smart growth management: (5) walkability & pedestrian friendliness; (6) public spaces; and

(7) affordable housing (collectively, the “Public Benefits”); and

-2-

WHEREAS, Section IV.B.2. of the Service Plan requires that Developer’s provision of

the Public Benefits be secured by a development agreement between the City and the Developer

that has been approved by resolution of the City Council; and

WHEREAS, City staff and the Developer have negotiated the “Development Agreement

to Secure Public Benefits or Waterfield Fourth Filing” attached as Exhibit “A” and incorporated

herein by reference (the “Development Agreement”), which sets forth the terms and conditions

by which the Developer’s provision of the Public Benefits will be secured; and

WHEREAS, the City Council hereby finds that approval of the Development Agreement

is in the City’s best interest and will serve the public’s health, safety and welfare.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY

OF FORT COLLINS, COLORADO, as follows:

Section 1. That the City Council hereby makes and adopts the determinations and

findings contained in the recitals set forth above.

Section 2. That the City Council hereby approves the Development Agreement.

Section 3. That the Mayor is authorized to enter into the Development Agreement on

the City’s behalf in substantially the form attached as Exhibit “A,” subject to minor

modifications as the Mayor, in consultation with the City Manager and City Attorney, may

determine to be necessary and appropriate to protect the interests of the City or to the effectuate

the purposes of this Resolution.

Passed and adopted at a regular meeting of the Council of the City of Fort Collins this

16th day of April, A.D. 2019.

_________________________________

Mayor

ATTEST:

_____________________________

City Clerk

FINAL 4-9-19 1

DEVELOPMENT AGREEMENT TO SECURE PUBLIC BENEFITS FOR

WATERFIELD FOURTH FILING

THIS DEVELOPMENT AGREEMENT TO SECURE PUBLIC BENEFITS FOR WATERFIELD FOURTH FILING (the “Agreement”) is made and entered into this ______ day of ___________, 2019, by and between the CITY OF FORT COLLINS, COLORADO, a home rule municipality of the State of Colorado (“City”); PARKER LAND INVESTMENTS, INC., a Colorado corporation (“Owner”); and TH WATERFIELD, LLC, a Colorado limited liability company (“Developer”).

WITNESSETH: WHEREAS, the Waterfield Third Filing Final Development Plan and plat were approved by the City on August 4, 2014 (the “Third Filing”); and WHEREAS, the Third Filing was approved for a total of 190 dwelling units including 152 single family dwelling units, 22 single family alley loaded dwelling units, and 16 single family attached dwelling units, together with a tract for future development of a maximum of 200 multi-family dwelling units; and

WHEREAS, the Developer has entered into an agreement with the Owner to acquire ownership of certain real property, including portions of the Third Filing (hereafter sometimes referred to as the "Property" or “Development”) and legally described as follows:

A replat of a portion of Waterfield Third Filing, Tract A, Waterfield P.U.D. First Filing and portions of vacated Timberline Road, located in the West Half of Section 5, Township 7 North, Range 68 West of the 6th Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado; WHEREAS, the Developer desires to develop the Property to include 498 healthy

and energy efficient homes, diverse pedestrian friendly neighborhoods and affordable housing; and

WHEREAS, pursuant to the provisions of Article 1 of Title 32 of the Colorado

Revised Statutes (the “Special District Act”), the City Council of the City, by Resolution 2018-082, approved the Consolidated Service Plan (the “Service Plan”) for the Waterfield Metropolitan District Nos. 1-3 (each a “District” and collectively the “Districts”); and

WHEREAS, organization of the Districts is intended to enable development of the

Property in a manner that will provide the public benefits generally described in Exhibit

EXHIBIT A

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G of the Service Plan, and more particularly defined and described in Paragraph I.B. below (the “Public Benefits”); and

WHEREAS, the Waterfield Fourth Filing Project Development Plan (the “PDP”)

was approved by an Administrative Hearing Officer of the City on January 10, 2019; and WHEREAS, the Developer submitted to the City all plats, plans (including utility

plans), reports and other documents required for the approval of the Waterfield Fourth Filing Final Development Plan (the “FDP”) according to the City’s development application submittal requirements master list copies of which are on file in the office of the City Engineer and made a part hereof by reference; and

WHEREAS, Section IV.B.2. of the Service Plan requires that the Public Benefits to be provided by a developer of a planned development shall be secured by a development agreement between the City and such developer and the City and the Developer desire to secure the Public Benefits in accordance therewith through this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and

agreements of the parties contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is agreed as follows:

I. SECURING OF PUBLIC BENEFITS

A. Method of Securing Public Benefits. Although the intent is that one or

more of the Districts will ultimately reimburse the Developer for those Public Benefits they have the legal ability to fund, the Developer shall have the obligation to develop, construct and/or install the Public Benefits in accordance with the terms and conditions of this Agreement.

B. Public Benefits Summary. Exhibit G to the Service Plan generally

summarized seven (7) categories constituting the Public Benefits which are required to be secured: (1) Water and Energy Conservation; (2) Multimodal Transportation; (3) Critical Public Infrastructure; (4) High Quality and Smart Growth Management: (5) Walkability & Pedestrian Friendliness; (6) Public Spaces; and (7) Affordable Housing; each of which is defined and addressed in Sections I.C. through I.I. below.

C. Water and Energy Conservation.

1. Zero Energy Ready Homes. All dwelling units within the approved FDP will be built to the Department of Energy Zero Energy Ready Home National Program Requirements (the “ZERH Standard”) and the Environmental Protection Agency Indoor airPLUS Program Construction Specifications (the “Indoor airPLUS Specifications”). Accordingly, it shall be a prerequisite to the City’s issuance of the certificate of occupancy for each dwelling unit built under the

FINAL 4-9-19 3

approved FDP that evidence of compliance with the ZERH Standard and evidence of compliance with the Indoor airPLUS Specifications be provided to the City by a certified Home Energy Rating System rater (“HERS Rater”).

2. LEED Certification. All dwelling units within the approved FDP shall

achieve LEED for Homes Certification. Accordingly, it shall be a prerequisite to the City’s issuance of the certificate of occupancy for each dwelling unit built under the approved FDP that evidence of final application submittal for the LEED for Homes Certification for such dwelling unit be provided to the City by a HERS Rater.

3. Net Zero Energy / Distributed Energy Storage Homes. A minimum

of ten percent (10%) of the total number of dwelling units in the approved FDP shall be built to achieve a Home Energy Rating System Index Score of 15 or less (the “Net Zero Standard”) or, as an alternative, shall include either a battery storage system within the dwelling unit or access to a battery storage system installed within the FDP which has the capability to supply multiple homes (“Distributed Energy Storage”). Accordingly, of the first 200 new dwelling units built under the approved FDP and for which the City has issued a certificate of occupancy, evidence of one of the following must be provided to the City by a HERS Rater for at least 20 of those dwelling units: (i) compliance with the Net Zero Standard, or (ii) access to Distributed Energy Storage. If such evidence is not provided to the City, the City shall not be required to issue a building permit for any new dwelling unit to be built under the approved FDP until the City determines, to its satisfaction, that at least ten percent (10%) of the dwelling units to be built under said FDP will satisfy this requirement.

4. Solar PV Homes. A minimum of ten percent (10%) of the total number of dwelling units built under the approved FDP shall be constructed with a rooftop solar photovoltaic system or, as an alternative, shall include access to Distributed Energy Storage. Accordingly, of the first 200 new dwelling units built under the approved FDP and for which the City has issued a certificate of occupancy, evidence of one of the following must be provided to the City by a HERS Rater for at least 20 of those dwelling units: (i) the installation of a rooftop solar photovoltaic system, or (ii) access to Distributed Energy Storage. If such evidence is not provided to the City, the City shall not be required to issue a building permit for any new dwelling unit to be built under the approved FDP until the City determines, to its satisfaction, that at least ten percent (10%) of the dwelling units to be built under said FDP will satisfy this requirement.

D. Multimodal Transportation. The Developer shall include the following

features in the FDP to promote the use of multimodal means of travel:

FINAL 4-9-19 4

1. Buffered bicycle lanes [i.e. six-foot wide, six-inch raised dedicated bicycle lanes] on both sides of Suniga Road in the dedicated Suniga Road right-of-way for the entire length of Suniga Road within the FDP;

2. Six-foot wide sidewalks on both sides of Suniga Road in the

dedicated Suniga Road right-of-way for the entire length of Suniga Road within the FDP; and

3. Two pedestrian crossings of Suniga Road at Merganser Street with

each including six-foot wide striping, pedestrian signage and ADA-approved ramps.

Approval of the FDP that includes such multi-modal transportation features and

execution of a development agreement in connection with the FDP obligating the Developer to construct such enhancements shall be a prerequisite to Developer’s receipt from the City of any building permit for construction under the approved FDP. See Exhibit A, attached hereto and incorporated herein by this reference, which generally depicts the location of the multi-modal transportation features described in this Section I.D.

E. Critical Public Infrastructure. The approved FDP documents, including the

FDP development agreement, shall include the following items that are critical to the overall transportation network of the City:

1. Design and construction of Suniga Road as a four-lane major

arterial in the dedicated Suniga Road right-of-way between the existing Timberline Road and the future Turnberry Road as defined in the approved public improvement construction plans for the FDP (“Suniga Road Improvements”), and subject to reimbursement by the City to the Developer for the oversized portion of such improvements in accordance with City regulations therefor; and

2. Compliance with an Alternative Mitigation Strategy identified

pursuant to Section 4.6.8 of the Larimer County Urban Area Street Standards by paying its proportionate share of the costs to address the adequate public facilities issues at the intersection of Vine Street and Lemay Avenue.

Approval of the FDP that includes the Suniga Road Improvements and execution

of a development agreement in connection with the FDP obligating the Developer to provide the Suniga Road Improvements and implement the Alternative Mitigation Strategy in accordance with applicable City regulations regarding the same shall be a prerequisite to Developer’s receipt from the City of any building permit for construction under the approved FDP. See Exhibit A which general depicts the location of the Suniga Road Improvements.

FINAL 4-9-19 5

F. High Quality and Smart Growth Management. The approved FDP shall include higher density and advancement of the City’s smart growth management objectives including: (i) alley access to the garages of approximately ninety-three percent (93%) of the homes (with the remainder of the garages being loaded from the street); (ii) smaller lot sizes than in the Third Filing; and (iii) a high percentage (approximately 43%) of attached housing types (two-family and three-, four-, five- and six-plexes). Approval of the FDP that incorporates the high quality and smart growth management features described herein and execution of a development agreement that obligates the Developer to provide such measures shall be a prerequisite to Developer’s receipt from the City of any building permit for construction under the approved FDP. See Exhibit A which generally depicts the location of the features described in this Section I.F.

G. Walkability & Pedestrian Friendliness. The Developer shall include the

following features in the approved FDP that promote walkability and pedestrian friendliness including: (i) construction of a six-foot wide pedestrian trail (a combination of raised boardwalk and crusher fines trail) around the perimeter of the wetland; and (ii) paseo-type sidewalk connections through blocks and open space areas. Approval of the FDP that incorporates the features described herein and execution of a development agreement that obligates the Developer to provide such features shall be a prerequisite to Developer’s receipt from the City of any building permit for construction under the approved FDP. See Exhibit A which generally depicts the location of the wetland perimeter trail and the sidewalk connections described in this Section I.G.

H. Public Spaces. The Developer shall include a combination of green courts,

pocket parks and a community plaza in the approved FDP for the public use and enjoyment of the neighborhood. Approval of the FDP that incorporates such public spaces and execution of a development agreement that obligates the Developer to provide such spaces shall be a prerequisite to Developer’s receipt from the City of any building permit for construction under the approved FDP. See Exhibit A which generally depicts the location of the public spaces described in this Section I.H.

I. Affordable Housing.

1. At least ten percent (10%) of the total number of dwelling units approved within the FDP shall be affordable for-sale dwelling units for families earning eighty percent (80%) of the Fort Collins’ Area Median Income (“AMI”) for a family of four (“Required Affordable Units”). The Required Affordable Units may be provided through any of the following three mechanisms or any other mechanism mutually agreed upon by the Developer and the City, or any combination of the same:

a. Development of the approved FDP by the Developer with the

Required Affordable Units.

FINAL 4-9-19 6

b. Sale of lots within the approved FDP by the Developer to a non-profit or for-profit builder and the subsequent development of such lots by such builder as part or all of the Required Affordable Units. At the time any such sale is closed, the number of dwelling units approved for construction on such lots shall count toward the Required Affordable Units.

c. Legally enforceable reservation of lots within the approved

FDP for the eventual sale to an entity for development of all or a part of the Required Affordable Units. At the time such reservation is made by the Developer, the number of dwelling units approved for construction on such lots shall count toward the Required Affordable Units. 2. The Developer will continue to participate in a collaborative effort

among developers within the boundaries of the Mountain Vista Subarea Plan, the City, a community land trust and entities such as Housing Catalyst and Habitat for Humanity on a strategy for long-term affordability of the Required Affordable Units. If another method for long-term affordability does not result from the collaborative effort described in this Section I.1.2, the Developer agrees to impose or require the imposition of deed restrictions for a twenty (20)-year period on all Required Affordable Units. The deed restrictions shall limit reconveyances of any of the Required Affordable Units during the twenty (20)-year period to purchasers with incomes of eighty percent (80%) of the Fort Collins AMI for a family of four.

3. Sixty-six percent (66%) of the Required Affordable Units shall be

secured through one of the mechanisms described in Sections I.I.1.a. through c. above (or through any other mechanism agreed upon in writing between the City and the Developer) prior to receipt from the City of a building permit for more than fifty percent (50%) of the total number of dwelling units authorized under the approved FDP, and the remaining thirty-five percent (34%) of the Required Affordable Units shall be so secured prior to receipt from the City of a building permit for the last one hundred (100) of the dwelling units authorized under the approved FDP.

J. City Acknowledgement. The City specifically acknowledges that the

Public Benefits as described and secured in paragraphs I.C. through I.I. above, satisfy the requirement of Section IV.B.2. of the Service Plan for securing the Public Benefits as generally described in Exhibit G of the Service Plan.

II. MISCELLANEOUS

A. City Findings. The City hereby finds and determines that the approval of this Agreement is in the best interests of the public health, safety and general welfare of the City.

FINAL 4-9-19 7

B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. C. Covenants/Binding Effect. This Agreement shall run with the Property, including any subsequent replatting of all, or a portion of the Property. This Agreement shall also be binding upon and inure to the benefit of the parties hereto, their respective personal representatives, heirs, successors, grantees and assigns. It is agreed that all improvements required pursuant to this Agreement touch and concern the Property regardless of whether such improvements are located on the Property. Assignment of interest within the meaning of this paragraph shall specifically include, but not be limited to, a conveyance or assignment of any portion of the Developer's legal or equitable interest in the Property, as well as any assignment of the Developer's rights to develop the Property under the terms and conditions of this Agreement.

D. Default.

1. Notice; Cure. If any party defaults under this Agreement, the non-defaulting party shall deliver written notice to the defaulting party of such default in accordance with Section II.L, and the defaulting party shall have thirty (30) days from and after receipt of such notice to cure such default. If such default is not of a type which can be cured within such thirty (30) day period and the defaulting party gives written notice to the non-defaulting party within such thirty (30) day period that it is actively and diligently pursuing such cure, the defaulting party shall have a reasonable period of time given the nature of the default following the end of such thirty (30) day period to cure such default, provided that such defaulting party is at all times within such additional time period actively and diligently pursuing such cure and provided further that in no event shall such cure period exceed a total of six (6) months. Notwithstanding the cure period set forth in this Section II.D.1, Developer, its successors and assigns, shall have the right to include a claim for breach of this Agreement in any action brought under C.R.C.P. Rule 106 if Developer, its successors and assigns, believes that the failure to include such claim may jeopardize its ability to exercise its remedies with respect to this Agreement at a later date. Any claim for breach of this Agreement brought before the expiration of the applicable cure period set forth in this Section II.D. shall not be prosecuted by Developer, its successors and assigns, until the expiration of such cure period except as set forth in this Agreement, and shall be dismissed by Developer, its successors and assigns, if the default is cured in accordance with this Section II.D.

2. Remedies. If any default under this Agreement is not cured as described above, the non-defaulting party shall have the right to enforce the defaulting party’s obligation hereunder by an action at law or in equity, including,

FINAL 4-9-19 8

without limitation, injunction and/or specific performance, and shall be entitled to an award of any damages available at law or in equity.

E. Governing Law. This Agreement shall be construed under and governed by the laws of the State of Colorado.

F. Integration; Amendment. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and there are no oral or collateral agreements or understandings. The parties agree that this Agreement may be amended only by an instrument in writing signed by the City and the Developer, and successors and permitted assigns of the Developer to whom the Developer has granted in writing the right to consent to any such amendments. Notwithstanding the foregoing, this Agreement shall be in addition to and supplemented by the development agreement that will be entered into by the Developer with the City for the Development as required in Section 3.3.2.(B) of the City’s Land Use Code.

G. Jurisdiction and Venue. The City and the Developer, its successors and assigns, stipulate and agree that in the event of any dispute arising out of this Agreement, the courts of the State of Colorado shall have exclusive jurisdiction over such dispute and venue shall only be proper in Larimer County, Colorado. The Parties hereby submit themselves to jurisdiction of the State District Court, 8th Judicial District, County of Larimer, State of Colorado.

H. Liability of Owner. Owner is made a party to this Agreement solely for the purpose of subjecting the Property to the covenants contained in this Agreement and Owner specifically consents to all of the terms and conditions of this Agreement and agrees that the Property shall be subject to the covenants contained herein. The parties expressly acknowledge and agree that Owner shall not be liable for any obligations of the Developer under this Agreement, unless Owner was to exercise any of the rights of the Developer, in which event the obligations of the Developer shall become those of Owner, to the extent such obligations relate to lands then being developed by Owner. I. Multiple-Fiscal Year Obligations. To the extent that any of the obligations of the City contained in this Agreement are or should be considered multiple-fiscal year obligations, such obligations shall be subject to annual appropriation by the Fort Collins City Council, in its sole discretion. J. No Joint Venture or Partnership. No form of joint venture or partnership exists between the Developer, the Owner and the City, and nothing contained in this Agreement shall be construed as making the Developer, the Owners and the City joint venturers or partners.

K. No Third-Party Beneficiaries. Except as otherwise provided in this Agreement, enforcement of the terms and conditions of this Agreement, and all rights of

FINAL 4-9-19 9

action relating to such enforcement, shall be strictly reserved to the City, the Developer, its successors and assigns, and the Owner and nothing contained in this Agreement shall give or allow any such claim or right of action by any third party. Except as otherwise provided in this Agreement, it is the express intention of the City, the Developer, its successors and assigns, and the Owner that any other person receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only.

L. Notices. Any notice or communication required under this Agreement between the City, the Developer, and the Owner must be in writing and may be given either personally, by registered or certified mail, return receipt requested, by Federal Express or other reliable courier service that guarantees next day delivery or by facsimile transmission (followed by an identical hard copy via registered or certified mail). If personally delivered, a notice shall be deemed to have been given when delivered to the party to whom it is addressed. If given by any other method, a notice shall be deemed to have been given and received on the first to occur of: (a) actual receipt by any of the addressees designated below as the party to whom notices are to be sent; or (b) as applicable: (i) three (3) days after a registered or certified letter, return receipt requested, containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail; (ii) the following business day after being sent via Federal Express or other reliable courier service that guarantees next day delivery; or (iii) the following business day after being sent by facsimile transmission (provided that such facsimile transmission is promptly followed by an identical hard copy sent via registered or certified mail, return receipt requested). Any party hereto may at any time, by giving written notice to the other party hereto as provided in this Section II.L, designate additional persons to whom notices or communications shall be given and designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the parties at their addresses set forth below: If to City: City of Fort Collins ATTN: City Manager 300 LaPorte Avenue Fort Collins, CO 80521 With a copy to: City of Fort Collins ATTN: City Attorney 300 LaPorte Avenue Fort Collins, CO 80521 If to Developer: TH Waterfield, LLC ATTN: Gene Myers 1875 Lawrence Street, Suite 900 Denver, CO 80202

FINAL 4-9-19 10

With copies to: Liley Law Office, LLC ATTN: Lucia A. Liley 419 Canyon Avenue, Suite 220 Fort Collins, CO 80521 M. Paragraph Captions. The captions of the paragraphs are set forth only for the convenience and reference of the parties and are not intended in any way to define, limit or describe the scope or intent of this Agreement. N. Recordation. The City shall record this Agreement in the Larimer County Records, and the Developer shall pay the cost of the same.

O. Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force.

P. Survival. The covenants, representations and warranties and agreements to be performed or complied with under this Agreement by the respective parties shall be continuing obligations of the respective parties until fully complied with or performed, respectively.

Q. Waiver. No waiver of one or more of the terms of this Agreement shall constitute a waiver of other terms. No waiver of any provision of this Agreement in any instance shall constitute a waiver of such provision in other instances.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the

day and year first written above. CITY: CITY OF FORT COLLINS, COLORADO,

a Municipal Corporation

By: _______________________________ Mayor

Date: _____________, 2019 ATTEST: ____________________________ Delynn Coldiron, City Clerk

FINAL 4-9-19 11

APPROVED AS TO FORM: _____________________________ John Duval, Deputy City Attorney STATE OF COLORADO ) ) ss COUNTY OF LARIMER )

The foregoing instrument was acknowledged before me this ______ day of _________, 2019, by __________________________ as Mayor of the City of Fort Collins.

Witness my hand and official seal. My Commission expires:

Notary Public

FINAL 4-9-19 12

DEVELOPER: TH WATERFIELD, LLC, a Colorado limited liability company

By: _____________________________

Gene Myers, CEO STATE OF COLORADO ) ) ss. COUNTY OF __________ ) The foregoing Agreement was acknowledged before me this ___ day of ___________, 2019, by Gene Myers, CEO of TH Waterfield, LLC. WITNESS my hand and official seal. _____________________________ Notary Public My commission expires: ______________

FINAL 4-9-19 13

OWNER: PARKER LAND INVESTMENTS, INC., a

Colorado corporation

By: _____________________________

Printed Name: ________________ Title: ________________________ STATE OF COLORADO ) ) ss. COUNTY OF __________ ) The foregoing Agreement was acknowledged before me this ___ day of ___________, 2019, by_________________, as __________________ of Parker Land Investments, Inc. WITNESS my hand and official seal. _____________________________ Notary Public My commission expires: ______________

agenda item summary april 16, 2019

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