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HomeMy WebLinkAboutStudy Session Agenda Packet 05-06-19 STUDY SESSION AGENDA CITY COUNCIL CITY OF WHEAT RIDGE, COLORADO 7500 W. 29th Ave. Wheat Ridge CO May 6, 2019 6:30 p.m. Individuals with disabilities are encouraged to participate in all public meetings sponsored by the City of Wheat Ridge. Call Sara Spaulding, Public Information Officer 303-235-2877 at least one week in advance of a meeting if you are interested in participating and need inclusion assistance. Citizen Comment on Agenda Items 1. Staff Report(s): a) 2018 Building Code Update 2. 2018 Xcel Clean Energy Vision – Preston Gibson, Xcel Energy 3. Affordable Housing – Shannon Cox Baker, Urban Venture 4. Amended and Restated Service Plan for Ward TOD Metropolitan District 5. Elected Officials’ Report(s) ADJOURNMENT Memorandum TO: Mayor and City Council FROM: Randy Slusser, Building Official THROUGH: Patrick Goff, City Manager DATE: April 22, 2019 (for May 6 study session) SUBJECT: 2018 Building Code Update ISSUE: Staff proposes a draft ordinance designed to facilitate the adoption of the 2018 version of the International Building Codes, the 2018 version of National Fire Protection Association (NFPA) 99 Standard for Health Care Facilities, and the current version of the National Electrical Code (currently 2017) as adopted by the State of Colorado. PRIOR ACTION: Historically the City has adopted a newer version of International Building Codes about every 6 years. The last building code update was in 2014. The City currently enforces the 2012 International Codes, the 2015 version of NFPA 99, and the 2017 National Electrical Code. FINANCIAL IMPACT: Minimal. Services of the city attorney will be required to draft the ordinance and copies of the new versions of the building codes will need to be purchased. BACKGROUND: The 2018 International Building Codes are the most current building codes published by the International Code Council. Updating to the most current codes helps build safer buildings and allows the City to achieve a higher Insurance Services Office (ISO) rating, which will have a positive impact to insurance rates for homeowners. Several surrounding municipalities are currently enforcing or are in the process of adopting the 2018 building codes. Jefferson County is currently enforcing the 2018 Codes, the City of and County of Denver are currently working on updating their codes to the 2018 editions, and the City of Golden will be enforcing the 2018 Codes starting July 1st, 2019. RECOMMENDATION: Staff recommends that Council approve moving forward with the process of the adoption of the 2018 versions of the International Building Codes, the 2018 version of NFPA 99 Standard for health care facilities, and the most current version of the National Electrical Code (currently 2017) as adopted by the State of Colorado. Item No. 1 Study Session – 2018 Building Code Update May 6, 2019 Page 2 Some proposed changes from the previous adoption include: - Amendments within the International Fire Code to align our local amendments with some of the recommendations from the local Fire Districts - Requiring fire sprinklers in town homes three stories or less as regulated by the International Residential Code - Adopting appendices from the 2018 Residential Code and Energy code to require new residential and commercial buildings to incorporate in the design allowances for future installations of photovoltaic systems. - Amendments reinstating Live/Work requirements from the International Building Code - Amendments requiring solid sheathing decking for certain types of roofing materials. - The proposed ordinance also includes adoption of the 2018 versions of the Existing Building Code and Swimming Pool and Spa Code, which was eliminated from the newer versions of the Building and Residential Code due to redundancy. - Considering changes to the current Building Code modification of Hazardous (H3) Occupancies for hemp and marijuana extraction facilities to allow other types of extraction methods other than water-based and noncombustible solvents. PROPOSED NEXT STEPS: Staff plans to go in front of the Building Code Advisory Board to present the draft ordinance and proposed modifications, asking for input and recommendations. Public meetings will be conducted with local contractors, architects and developers to solicit input on both technical code amendments and policy and procedures within the Division. We propose to go back in front of the Building Code Advisory Board once all modifications are finalized to present the final draft for their recommended approval prior to presenting to council for the first reading in late fall of this year. Memorandum TO: Mayor and City Council FROM: Patrick Goff, City Manager DATE: April 29, 2019 (for May 6, 2019 Study Session) SUBJECT: 2018 Xcel Clean Energy Vision As a leader in the clean energy transition, Xcel Energy’s strong track record includes reducing carbon emissions 35 percent since 2005, as part of its previous goal to cut carbon 60 percent by 2030. The company believes that its 2030 goal can be achieved affordably with renewable energy and other technologies currently available. However, achieving the long-term vision of zero-carbon electricity requires technologies that are not cost effective or commercially available today. That is why Xcel Energy is committed to ongoing work to develop advanced technologies while putting the necessary policies in place to achieve this transition. On December 4, 2018, Xcel Energy rolled out a clean energy vision that will deliver 100 percent carbon-free electricity to customers by 2050. As part of this vision, the company also announced plans to reduce carbon emissions 80 percent by 2030, from 2005 levels in the eight states that they serve. These new goals are the most ambitious announced to date within the electric power industry. Mr. Preston Gibson, Xcel Energy’s Area Manager for Community and Local Government Affairs will be presenting their 2018 Clean Energy Vision at the May 6th Study Session. Detailed information on the plan is available on the Xcel Energy website: https://www.xcelenergy.com/environment/carbon_reduction_plan Item No. 2 Memorandum TO: Mayor and City Council FROM: Patrick Goff, City Manager DATE: May 1, 2019 (for May 6, 2019 Study Session) SUBJECT: Affordable Housing On May 6th City Council will receive a presentation regarding affordable housing from Shannon Cox Baker, Vice President of Development, Urban Ventures. Councilmember Dozeman requested that this issue be included on a study session agenda for discussion. It is important to note that affordable housing continues to be identified as an issue by Wheat Ridge residents. On the biennial Resident Survey, respondents were asked to rate the “availability of affordable quality housing” in Wheat Ridge. Only 35% of respondents rated this characteristic of Wheat Ridge as excellent or good in 2018 as compared to 43% in 2015 and 51% in 2012. The following issues pertaining to affordable housing will be discussed at the study session: •Who needs affordable housing? •Why do we need affordable housing? •Wheat Ridge demographic information •Wheat Ridge rental market trends •Government’s role in affordable housing •Barriers to affordable housing development •Partners in affordable housing •Examples of incentives and policies from other communities that helped create successful affordable housing developments •Actionable items and recommendations Attachment: 1. The Case for Affordable Housing in Wheat Ridge presentation, May 6, 2019 Item No. 3 WHEAT RIDGE CITY COUNCIL Shannon Cox Baker –Vice President of Development Urban Ventures, LLC Monday, May 6 2019 AFFORDABLE HOUSING IN DENVER METRO AREA THE CASE FOR AFFORDABLE HOUSING IN WHEAT RIDGE ATTACHMENT 1 Who Needs Affordable Housing? Household Type Area Median Income (AMI)1 Person HH Income Affordable Monthly Rent (1 BR)Household Served Extremely Low Income: People in Poverty 0-30%$0 -$18,900 $506 Single Parent Households, Seniors on Fixed Income, Special Needs, Disabled Veterans, Homeless Very Low Income: Working Poor 30-50%$18,900 -31,500 $843 W aiters, Cashiers, Dishwashers, Health Care Attendants, Laborers, Janitors, Admin Support Low Income: Skilled Workers 50-80%$31,500 -50,400 $1,012 Paramedics, Dental Hygienists, Retailers, Mechanics, Electricians, Entry Level Professionals Median Income: Essential Workers 80-120% $50,400 –75,600 $1,350 Teachers, Nurses, Police, Firefighters, Computer Technicians, Accountants, Paralegals Wheat Ridge –Employment by Industry Source: Data USA (data provided by the US Census Bureau Why Do We Need Affordable Housing? Wheat Ridge –Poverty by Age and Gender Source: Data USA (data provided by the US Census Bureau Wheat Ridge Rental Market Trends Why Do We Need Affordable Housing? Wheat Ridge –Aging Population Wheat Ridge –Incomes on the Rise Government’s Role in Affordable Housing Local Government -Political Will (goals, strategic plans, regulations) -Funding (grants,rental assistance) -Zoning / entitlements (density bonus) -Incentives (discounted land, expedited approvals) State Government -Funding (grants, rental assistance, state tax credits) -Capacity Building Resources (training, education) -Legal Assistance Federal Government -Policy and Priorities (Veterans, Homelessness) -Funding (LIHTC, HOME, rental assistance) -Low Interest Loans (221d4) Barriers to Affordable Housing Development -Land Costs and Availability -Construction Costs -Entitlement Risk -Competitive (and Limited) Sources of Equity Financing -NIMBYism Partners in Affordable Housing -Colorado Housing and Finance Authority (Equity, Loans, Education) -Colorado Division of Housing (Grants, Loans, Education) -Lenders –Local and National Banks -LIHTC Equity Syndicators -Developers –Private, Non-Profit -Housing Authorities (Rental Assistance, Property Tax Exemption) -Colorado Housing Now (Policy, Education, Network) -Service Providers (Support Services, Funding) Urban Ventures: The Case for Affordable Housing Urban Ventures: The Case for Affordable Housing Urban Ventures: The Case for Affordable Housing •Location: 15th and Delgany Streets •Neighborhood: Riverfront Park •Completion Date: 2005 •Project Type: New Construction Condos (seven stories, structured parking) •Project Size: 75,624 square feet •Unit Count: 69 total * 56 units –affordable (81%) * 13 units –market rate (19%) •Unit Size: 720 sf –1,350 sf •Total Cost: $12,958,000 ($188,000/unit) Housing for the downtown Denver workforce Deed Restricted Homeownership:Monarch Mills TERM •Deed restricted for 20 years INCOME RESTRICTIONS •80% -95% Area Median Income RESALE RESTRICTION •Same income guideline for new buyers •3% increase in price per year plus closing costs Market Rate vs Affordable Units •No impact on value to market rate units •Property taxes are based on market rate for market rate units and deed restricted value for affordable units Monarch Mills –Affordable Overview Deed Restricted Homeownership: Fire Clay Lofts •Location: 31st-33rd along Blake Street •Neighborhood: RiNo Arts District •Completion Date: 4 Phases from 2001-2008 •Project Type: Adaptive reuse of historic warehouse, new construction of three and four- story condo buildings and two-story townhomes •Project Size: 198,812 square feet •Unit Count: 166 * 32 units –affordable (19%) * 134 units –market rate (81%) •Unit Size: 656 sf –1,354 sf •Total Cost: $31,662,000 ($191,000/unit) FIRE CLAY LOFTS Fe d e r a l B o u l e v a r d 52nd Avenue ARIA DENVER –Master Plan Mixed Income, Mixed Use: Aria •Location: Federal Blvd and 52nd Ave •Neighborhood: Chaffee Park •Completion Date: 2019 •Project Type: Master planned community; historic rehab; new construction townhomes, apartments, commercial •Project Size: 17.5 acres •Unit Count: 403 * 201 units –affordable (49%) * 202 units –market rate (51%) •Affordable Mix: * 144 LIHTC rentals * 21 Transitional Housing rentals * 36 Deed Restricted homes ARIA COHOUSING COMMUNITY LIHTC Rentals: 30-60% AMI •Location: Boulder, Colorado •Developer:Boulder Housing Partners •Completion Date: 2009-2012 •Project Type: New construction –duplexes, apartments •Project Size: 30-60 units •Populations Served: * Homeless (30% AMI) * Seniors (50% AMI) * Low Income Families (30-60% AMI) Actionable Items and Recommendations •Preserve what affordability exists (land trust model, covenants) •Establish partnerships •Create a strategic plan: define the need, set goals, map out the path to get there •Reduce land basis:sell, lease land and buildings at low/no cost •Create incentives: expedited approvals, density bonuses, fee waivers •Provide political support •Increase funding accessibility, amounts •Advocate, advocate, advocate! Memorandum TO: Mayor and City Council FROM: Patrick Goff, City Manager Jerry Dahl, City Attorney DATE: April 29, 2019 (for May 6, 2019 Study Session) SUBJECT: Amended and Restated Service Plan for Ward TOD Metropolitan District ISSUE: On April 22, 2019, City Council approved a major subdivision for a 13-acre property located at 5060 Ward Road, adjacent to the Wheat Ridge Ward commuter rail station, for the 200-unit Ridge at Ward Station townhome project. The City received a draft Amended and Restated Service Plan for the Ward TOD Metropolitan District Nos. 1-3 on April 4, 2019. The purpose of the Metropolitan District will be to provide all or a portion of public improvements for the benefit of the residents and taxpayers located with the boundaries of the District. The proposed Service Plan describes and sets forth those powers and authorities the District shall have as allowed by Colorado law. The exercise of such powers, however, will at all times be governed by and subject to the terms of a City IGA. State law allows local governments to exert significant control over the organization and operation of special districts. The service plan approval process is the key to exercising that control. BACKGROUND: State statute requires that special districts conform so far as practical to their approved service plan. The current service plan for the Ward TOD Metropolitan District was approved on April 9, 2012 based on development plans for 477 residential units and approximately 225,000 sq. ft. of commercial development, and anticipated public parking for the Wheat Ridge Ward commuter rail station. The current development plan includes only 200 residential units, significantly less commercial development and no public parking for the commuter rail station. Because of these development changes, the developer for this project is requesting that City Council approve an amended and restated service plan. Metropolitan districts in Colorado are a common tool for financing the public infrastructure portion of development projects. All special districts in Colorado organized under Title 32 of the Colorado Revised Statutes (C.R.S.) are required to file a service plan with the city council of the municipality in which the district is proposed. White Bear Ankele Tanaka & Waldron, P.C., representing the owners of this property, filed the Amended and Restated Ward TOD Metropolitan District Service Plan with the City on April 4, 2019. The purpose of the District is to provide public infrastructure improvements within and without the Property. The District will acquire and/or design, finance, construct and install public improvements for the use and benefit Item No. 4 of the residents and taxpayers located with the boundaries of the District. There are minimum requirements for the types of information that a service plan must contain as detailed in Section 32-1-202(2) of the C.R.S. These are: 1. A description of the proposed services; 2. A financial plan showing how the proposed services are to be financed; 3.A preliminary engineering or architectural survey showing how the proposed services areto be provided;4. A map of the proposed special district boundaries and an estimate of the population andvaluation for assessment of the proposed special district; 5. A general description of the facilities to be constructed and the standards of such construction;6.A general description of the estimated cost of acquiring land, engineering services, legalservices, administrative service, initial proposed indebtedness and estimated proposedmaximum interest rates and discounts, and other major expenses related to the organization and initial operation of the district; and 7. A description of any arrangement or proposed agreement with any political subdivisionfor the performance of any services between the proposed special district and such otherpolitical subdivision. FINANCIAL IMPACT: The City did not require a submittal fee for this service plan. Costs associated with this service plan include staff and attorney time to review the submitted documents. ATTACHMENT(S): 1. Amended and Restated Service Plan for Ward TOD Metropolitan District Nos. 1-3 2. Ward TOD Metropolitan Service Plan PowerPoint presentation 1549, 953081 AMENDED AND RESTATED SERVICE PLAN FOR WARD TOD METROPOLITAN DISTRICT NOS. 1-3 Prepared By: WHITE BEAR ANKELE TANAKA & WALDRON2154 E. Commons Avenue, Suite 2000 Centennial, CO 80122 Approved May ____, 2019 ATTACHMENT 1 1549, 953081 i TABLE OF CONTENTS I.BACKGROUND ................................................................................................................1 II.INTRODUCTION..............................................................................................................1 A.Purpose and Intent....................................................................................................1 B.Need for the Districts. ..............................................................................................1 C.Objective of the City Regarding Service Plan. ........................................................1 III.DEFINITIONS ...................................................................................................................2 IV.BOUNDARIES PROPOSED LAND USE/POPULATION PROJECTIONS/ASSESSED VALUATION ................................................................................................4 V.DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES 4 A.Powers of the Districts and Service Plan Amendment. ...........................................5 1.Operations and Maintenance Limitation ......................................................5 2.Fire Protection Limitation ............................................................................5 3.Construction Standards Limitation ..............................................................5 4.Inclusion Limitation .....................................................................................5 5.Overlap Limitation .......................................................................................5 6.Total Debt Issuance Limitation ....................................................................5 7.Privately Placed Debt Limitation. Prior to the issuance of any privatelyplaced Debt, the issuing District shall obtain the certification of an ExternalFinancial Advisor substantially as follows: .................................................5 8.Fee Limitation ..............................................................................................6 9.Consolidation Limitation .............................................................................6 10.Bankruptcy Limitation .................................................................................6 11.Service Plan Amendment Requirement .......................................................6 B.Preliminary Engineering Survey. .............................................................................7 C.Other Powers. ...........................................................................................................7 1549, 953081 ii 1.Service Plan Amendments ...........................................................................7 2.Phasing, Deferral..........................................................................................7 3.Additional Services ......................................................................................8 D.Facilities to be Constructed and/or Acquired...........................................................8 VI.FINANCIAL PLAN ...........................................................................................................8 A.General. ....................................................................................................................8 B.Maximum Voted Interest Rate and Maximum Underwriting Discount. .................9 C.Maximum Debt Mill Levy. ......................................................................................9 D.Maximum Debt Mill Levy Imposition Term. ........................................................10 E.Debt Repayment Sources. ......................................................................................10 F.Security for Debt. ...................................................................................................10 G.TABOR Compliance. .............................................................................................10 H.District’s Operating Costs. .....................................................................................10 VII.ANNUAL REPORT .........................................................................................................11 A.General. ..................................................................................................................11 B.Reporting of Significant Events. ............................................................................11 VIII.DISSOLUTION ................................................................................................................12 IX.DISCLOSURE TO PURCHASERS ...............................................................................12 X.INTERGOVERNMENTAL AGREEMENT.................................................................12 XI.CONCLUSION ................................................................................................................12 1549, 953081 iii LIST OF EXHIBITS EXHIBIT A Legal Description of Districts EXHIBIT B District Boundaries Map EXHIBIT C City of Wheat Ridge Vicinity Map EXHIBIT D Intergovernmental Agreement between the Districts and the City of Wheat Ridge EXHIBIT E Capital Plan EXHIBIT F Financial Plan 1549, 953081 1 I. BACKGROUND The Service Plan for WARD TOD Metropolitan District Nos. 1-3 was approved by the City of Wheat Ridge on April 9, 2012 (the “Original Service Plan”). Since April 9, 2012, no development has occurred within the Project. This Amended and Restated Service Plan for WARD TOD Metropolitan District Nos. 1-3 is in compliance with the Special District Act. II. INTRODUCTION A. Purpose and Intent. The purpose of the Districts will be to provide all or a portion of Public Improvements as further defined and described in this Service Plan (within and without the Districts’ boundaries as will be determined by the Board to be in the best interest of the Districts and in accordance with the Service Plan), for the benefit of the residents and taxpayers located within the Project. The primary purpose of the Districts will be to finance the construction of these Public Improvements and have authorization as is necessary to own, operate and maintain Public Improvements not otherwise transferred to another public entity. The Districts shall also be authorized, but not required, to provide covenant enforcement and design review services in accordance with the Special District Act. Upon completion to City standards, the Districts will convey to the City such Public Improvements as are constructed by the Districts in accordance with the Approved Development Plan. The Districts are independent units of local government, separate and distinct from the City, and, except as may otherwise be provided for by State or local law or this Service Plan, their activities are subject to review by the City only insofar as they may deviate in a material matter from the requirements of the Service Plan. B. Need for the Districts. The Project is not presently served with the facilities and/or services proposed to be provided by the Districts, nor does the City nor any other special district have any plans to provide such services within a reasonable time and on a comparable basis. 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. The Districts are therefore necessary in order for the Public Improvements required for the Project to be provided in the most economic manner possible. Approval of this Service Plan shall not indicate, implicitly or expressly, that any land use applications now on file with the City or any land use applications filed in the future will be approved by the City. C. Objective of the City Regarding Service Plan. The City’s objective in approving the Service Plan for the Districts is to authorize the Districts to provide for the planning, design, acquisition, demolition, construction, installation, relocation and redevelopment of the Public Improvements from the proceeds of Debt to be issued by the Districts and to further authorize the Districts to own, operate and maintain certain of the Public Improvements. All Debt is expected to be repaid by taxes imposed and collected for no 1549, 953081 2 longer than the Maximum Debt Mill Levy Imposition Term and at a mill levy no higher than the Maximum Debt Mill Levy, and/or repaid by Fees as limited by Section IV.A.7. Debt which is issued within these parameters 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. It is the intent of this Service Plan to assure to the extent possible that no property bear an economic burden that is greater than that associated with the Maximum Debt Mill Levy in amount and that no property bear an economic burden for Debt that is greater than that associated with the Maximum Debt Mill Levy Imposition Term in duration even under bankruptcy or other unusual situations. Generally, the cost of Public Improvements that cannot be funded within these parameters are not costs to be paid by the Districts. This Service Plan is intended to establish financial constraints and requirements associated with the Districts that are not to be violated under any circumstances. The primary purpose is to provide for the Public Improvements and services associated with the Project and regional needs. III. DEFINITIONS In this Service Plan, the following terms shall have the meanings indicated below, unless the context clearly requires otherwise: Approved Development Plan: means a development plan, subdivision improvement plan, or other process established by the City (including but not limited to approval of a final plat, minor development plat or site plan) for identifying, among other things, Public Improvements necessary for facilitating development for property within the Service Area, as approved by the City pursuant to the City Code, and as may be amended pursuant to the City Code from time to time. Board: means the board of directors of one District or the boards of directors of all Districts, in the aggregate, as the context may require. Capital Plan: means the capital plan attached hereto as Exhibit E and referenced in Section IV.B which includes (i) a description of the type of capital facilities to be developed by the Districts; (ii) an estimate of the cost of the proposed facilities; and (iii) a capital expenditure plan correlating expenditures with development. City: means the City of Wheat Ridge, Colorado. City Council: means the City Council of the City of Wheat Ridge, Colorado. C.R.S.: means Colorado Revised Statutes. Debt: means bonds, notes or other multiple fiscal year financial obligations for the payment of which the District has pledged to impose an ad valorem property tax mill levy. The definition of Debt shall not include intergovernmental agreements between and among any of the Districts. 1549, 953081 3 District: means any one of the WARD TOD Metropolitan District No. 1, WARD TOD Metropolitan District No. 2, or WARD TOD Metropolitan District No. 3. Districts: means WARD TOD Metropolitan District No. 1, WARD TOD Metropolitan District No. 2, and WARD TOD Metropolitan District No. 3 collectively. District Boundaries: means the legal boundaries of the District as described in Exhibit A attached hereto. District Boundary Map: means the map attached hereto as Exhibit B, depicting the boundaries of the District. District No. 1: means WARD TOD Metropolitan District No. 1. District No. 2: means WARD TOD Metropolitan District No. 2. District No. 3: means WARD TOD Metropolitan District No. 3. End User: means any owner, or tenant of any owner, of any platted Taxable Property within the District for which a certificate of occupancy has been issued. By way of illustration, a resident homeowner, renter, commercial property owner, or commercial tenant is an End User. The business entity that constructs homes or commercial structures is not an End User. External Financial Advisor: means a consultant that: (i) advises 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; (ii) shall be an underwriter, investment banker, or individual listed as a public finance advisor in the Bond Buyer’s Municipal Market Place; and (iii) is not an officer or employee of the Districts and has not been otherwise engaged to provide services in connection with the transaction related to the applicable Debt. Fees: means any fee imposed by the District for services, programs or facilities provided by the District, as described in Section IV.A.7. below. Financial Plan: means the Financial Plan described in Section V which generally describes (i) how the Public Improvements are anticipated to be financed; (ii) how the Debt is expected to be incurred; and (iii) the estimated operating revenue derived from property taxes for the first budget year. Such Financial Plan may be adjusted by the Board in the future as is necessary to accommodate phasing or other financial or development considerations so long as any such adjustment does not exceed either the Maximum Debt Mill Levy or the Maximum Debt Mill Levy Imposition Term. The Financial Plan is based upon current estimates and will change based on actual development of the Project. Maximum Debt Mill Levy: means the maximum mill levy the District is permitted to impose for payment of Debt as further set forth in Section V.C below, including adjustments to the Maximum Debt Mill Levy as are permitted under Section V.C. 1549, 953081 4 Maximum Debt Mill Levy Imposition Term: means the maximum term for imposition of a debt service mill levy on a particular property as set forth in Section V.D below. Original Service Plan: means the Service Plan for WARD TOD Metropolitan District Nos. 1-3 approved by the City on April 9, 2012. Project: means the development or property commonly referred to as Ridge at Ward Station. Public Improvements: means a part or all of the improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped and financed as generally described in the Special District Act, except as specifically limited in Section IV below, to serve the future taxpayers and inhabitants of the Service Area as determined by the Board. Service Area: means the property within the District Boundaries. Service Plan: means this Amended and Restated Service Plan for the Districts approved by City Council. Service Plan Amendment: means an amendment to the Service Plan approved by City Council in accordance with the City Code and applicable state law. Special District Act: means Section 32-1-101, et seq., C.R.S., as amended from time to time. State: means the State of Colorado. TABOR: the Colorado Taxpayer’s Bill of Rights. Taxable Property: means real or personal property within the Service Area subject to ad valorem taxes imposed by the District. IV. BOUNDARIES PROPOSED LAND USE/POPULATION PROJECTIONS/ ASSESSED VALUATION The area of the District Boundaries includes approximately 12.905 acres. A legal description of the District Boundaries is attached hereto as Exhibit A. A District Boundary Map is attached hereto as Exhibit B. A vicinity map is attached hereto as Exhibit C. It is anticipated that a District’s boundaries may change from time to time as it undergoes inclusions and exclusions pursuant to Section 32-1-401, et seq., C.R.S., and Section 32-1-501, et seq., C.R.S., subject to the limitations set forth in Section IV below. Approval of this Service Plan by the City does not imply approval of the development of a specific area within the Service Area, nor does it imply approval of the number of residential units identified in this Service Plan or any of the exhibits attached thereto, unless the same is contained within an Approved Development Plan. V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES 1549, 953081 5 A. Powers of the Districts and Service Plan Amendment. The Districts shall have the power and authority to provide the Public Improvements and related ownership, operation and maintenance services within and without the boundaries of the Districts as such power and authority is described in the Special District Act, and other applicable statutes, common law and the State constitution, subject to the limitations set forth herein. 1. Operations and Maintenance Limitation. The purpose of the Districts is to plan for, design, acquire, construct, install, relocate, redevelop and finance the Public Improvements. The Districts shall dedicate the Public Improvements to the City or other appropriate jurisdiction in a manner contemplated under the Approved Development Plan and other rules and regulations of the City and applicable provisions of the City Code. The Districts shall be authorized, but not obligated, to own, operate and maintain Public Improvements not otherwise dedicated to the City or other public entity. 2. Fire Protection Limitation. The Districts shall not be authorized to plan for, design, acquire, construct, install, relocate, redevelop, finance, operate or maintain fire protection facilities or services, unless such facilities and services are provided pursuant to an intergovernmental agreement with the City. The authority to plan for, design, acquire, construct, install, relocate, redevelop or finance fire hydrants and related improvements installed as part of the water system shall not be limited by this provision. The City will provide fire protection and emergency response services to the Project. 3. Construction Standards Limitation. The Districts will ensure that Public Improvements constructed by the Districts are designed and constructed in accordance with the standards and specifications of the City and of other governmental entities having proper jurisdiction, including the Colorado Department of Health, and other applicable local, state or federal agencies. 4. Inclusion Limitation. The Districts shall not include within their boundaries any property outside the Service Area without the prior written consent of the City. 5. Overlap Limitation. The Districts shall not consent to the organization of any other district organized under the Special District Act within the Service Area which will overlap the boundaries of the Districts unless the aggregate mill levy for payment of Debt of such proposed districts will not at any time exceed the Maximum Debt Mill Levy of the Districts. 6. Total Debt Issuance Limitation. The Districts collectively shall not issue Debt in excess of Twenty Five Million Dollars ($25,000,000). Debt that is issued for the purpose of refunding outstanding Debt shall not be counted against such total debt issuance limitation, provided, however, that if the aggregate principal amount of the refunding Debt exceeds the outstanding aggregate principal amount of the refunded Debt, the increase in principal amount shall be counted against such debt limitation. 7. Privately Placed Debt Limitation. Prior to the issuance of any privately placed Debt, the issuing District shall obtain the certification of an External Financial Advisor substantially as follows: 1549, 953081 6 We are [I am] an External Financial Advisor within the meaning of the Districts’ Service Plan. We [I] certify that (1) the net effective interest rate (calculated as defined in Section 32-1-103(12), C.R.S.) to be borne by [insert the designation of 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. 8. Fee Limitation. The Districts may impose and collect Fees as a source of revenue for repayment of Debt, capital costs, and/or for operations and maintenance. No Fee related to repayment of Debt shall be authorized to be imposed upon or collected from Taxable Property owned or occupied by an End User. Notwithstanding any of the foregoing, the restrictions in this definition shall not apply to any Fee imposed upon or collected from Taxable Property for the purpose of funding operation and maintenance costs of the Districts, including the establishment of a reserve fund for future repairs or replacement costs. 9. Consolidation Limitation. The Districts shall not file a request with any Court to consolidate with another district organized under the Special District Act, without the prior written consent of the City. 10. Bankruptcy Limitation. All of the limitations contained in this Service Plan, including, but not limited to, those pertaining to the Maximum Debt Mill Levy, Maximum Debt Mill Levy Imposition Term and the Fees have been established under the authority of the City to approve a Service Plan with conditions pursuant to Section 32-1-204.5, C.R.S. It is expressly intended that such limitations: (a) shall not be subject to set-aside for any reason or by any court of competent jurisdiction, absent a Service Plan Amendment; and (b) 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 nonbankruptcy law” as required for confirmation of a Chapter 9 Bankruptcy Plan under Bankruptcy Code Section 943(b)(6). Any Debt, issued with a pledge or which results in a pledge, that exceeds the Maximum Debt Mill Levy and the Maximum Debt Mill Levy Imposition Term, shall be deemed a material modification of this Service Plan pursuant to Section 32-1-207, C.R.S. and shall not be an authorized issuance of Debt unless and until such material modification has been approved by the City as part of a Service Plan Amendment. 11. Service Plan Amendment Requirement. This Service Plan has been designed with sufficient flexibility to enable the Districts to provide Public Improvements and services and facilities under evolving circumstances without the need for numerous amendments. 1549, 953081 7 The Districts may seek formal approval from the City of modifications to this Service Plan which are not material, but for which the Districts may desire a written amendment and approval by the City. Such approval may be evidenced by any instrument executed by the City Manager, City Attorney, or other designated representative of the City as to the matters set forth therein and shall be conclusive and final. B. Preliminary Engineering Survey. The Districts shall have authority to provide for the planning, design, acquisition, construction, installation, relocation, redevelopment, maintenance and financing of the Public Improvements within and without the boundaries of the Districts. An estimate of the costs of the Public Improvements which may be planned for, designed, acquired, constructed, installed, relocated, redeveloped, maintained or financed was prepared based upon a preliminary engineering survey and estimates derived from the preliminary zoning on the property in the Service Area and is approximately ($4,626,427.78). The Capital Plan attached hereto as Exhibit E includes a description of the types of capital facilities to be developed by the Districts, an estimate of the cost of the proposed facilities, and a capital expenditure plan correlating expenditures with development. The actual Public Improvements to be constructed will be determined by the Approved Development Plan, notwithstanding the Capital Plan, and are necessary and for the benefit of all homeowners, residents and property owners within the Districts in order to provide for a coordinated system of Public Improvements for the development of the Project. All of the Public Improvements constructed by the Districts will be designed in such a way as to assure that the Public Improvements will be compatible with those of the City and shall be in accordance with the requirements of the City. All construction cost estimates are based on the assumption that construction conforms to applicable local, State or Federal requirements. The actual Public Improvements to be constructed will be determined by the City and the Districts, and variations from the Capital Plan or Financial Plan shall not constitute a material modification of this Service Plan. All Public Improvements contemplated for the Project benefit the residents, property owners, and taxpayers of the District, and such benefit accrues to such residents, property owners, and taxpayers of the District regardless of the specific or general location of the various Public Improvements. The Public Improvements generally depicted and described in the Capital Plan or Financial Plan have been presented for illustration only, and the exact design, subphasing of construction and location of the Public Improvements will be determined at the time of City approvals and public works approval and such decisions shall not be considered to be a material modification of the Service Plan. C. Other Powers. The Districts shall also have the following authority: 1. Service Plan Amendments. To amend the Service Plan as needed, subject to the appropriate statutory procedures and City Code. 2. Phasing, Deferral. Without amending this Service Plan, to defer, forego, reschedule, or restructure the financing and/or construction of Public Improvements and facilities, 1549, 953081 8 to better accommodate the pace of growth, resource availability, and potential inclusions of property within the Districts. 3. Additional Services. Except as specifically provided herein, to provide such additional services and exercise such powers as are expressly or impliedly granted by Colorado law, as may be amended from time to time. D. Facilities to be Constructed and/or Acquired. The Districts propose to provide and/or acquire Public Improvements necessary and for the benefit of the Project, and the residents, property owners and taxpayers of the Districts as are set forth in the Approved Development Plan. Notwithstanding anything in this Service Plan to the contrary, the Districts shall have the authority to enter into any intergovernmental agreements deemed necessary to effectuate the plans of the Districts without further approval from the City. In addition, the Districts shall have the authority to seek electorate authorization to effectuate all purposes set forth in this Service Plan in order to comply with all applicable constitutional and statutory requirements. VI. FINANCIAL PLAN A. General. The Districts shall be authorized to provide for the planning, design, acquisition, construction, installation, relocation and/or redevelopment of the Public Improvements by and through the proceeds of Debt to be issued by the Districts. The Financial Plan for the Districts shall be to issue such Debt as the Districts can reasonably pay within the Maximum Debt Mill Levy Imposition Term from revenues derived from the Maximum Debt Mill Levy, Fees and other legally available revenues. A Financial Plan is attached hereto as Exhibit F, which provides preliminary projections demonstrating that the Districts can reasonably discharge the proposed Debt, consistent with the requirements of the Special District Act. The total Debt that the Districts collectively shall be permitted to issue shall not exceed Twenty Five Million Dollars ($25,000,000) and shall be permitted to be issued in amounts and on a schedule in such year or years as the issuing District, in its discretion, determines is necessary to serve development as it occurs and can be issued within the parameters established herein. All bonds and other Debt issued by the Districts may be payable from any and all legally available revenues of the Districts, including, but not limited to, ad valorem taxes and Fees. The Districts will also rely upon various other revenue sources authorized by law. These will include the power to assess Fees, rates, tolls, penalties, or charges as provided in Section 32-1-1001(1), C.R.S., as amended from time to time. The parameters in the Financial Plan are based upon current estimates and will change based on actual development of the Project. The Financial Plan is one projection of the issuance of Debt by the Districts based on certain development assumptions. It is expected that actual development (including, but not limited to product types, market values, and absorption rates) will vary from that projected and illustrated in the Financial Plan, which variations and deviations shall not constitute a material modification of this Service Plan. 1549, 953081 9 Notwithstanding anything in this Service Plan to the contrary, the projections set forth in this Service Plan and the Financial Plan are projections based upon current market conditions. The actual amounts, interest rates, and terms of any Debt will likely change from that reflected in the Financial Plan, and each issue of Debt will be based upon the actual conditions existing at the time of issuance, subject to the limitations of the Service Plan. B. Maximum Voted Interest Rate and Maximum Underwriting Discount. The interest rate on any Debt is expected to be the market rate at the time the Debt is issued. In the event of a default, the proposed maximum interest rate on any Debt is not expected to exceed eighteen percent (18%). The proposed maximum underwriting discount will be five percent (5%). Debt, when issued, will comply with all relevant requirements of this Service Plan, State law and Federal law as then applicable to the issuance of public securities. C. Maximum Debt Mill Levy. The “Maximum Debt Mill Levy” shall be the maximum mill levy a District is permitted to impose upon the taxable property within such District for payment of Debt, and shall be determined as follows: 1. For the portion of any aggregate Debt which exceeds fifty percent (50%) of the District’s assessed valuation, the Maximum Debt Mill Levy for such portion of Debt shall be sixty (60) mills less the number of mills necessary to pay unlimited mill levy Debt described in Section V.C.2 below; provided that if, on or after January 1, 2018, changes are made in the method of calculating assessed valuation or any constitutionally mandated tax credit, cut or abatement; the mill levy limitation applicable to such Debt may be increased or decreased to reflect such changes, such increases or decreases to be determined by the Board in good faith (such determination to be binding and final) so that to the extent possible, the actual tax revenues generated by the mill levy, as adjusted for changes occurring after January 1, 2018, are neither diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in the ratio of actual valuation shall be deemed to be a change in the method of calculating assessed valuation. 2. For the portion of any aggregate Debt which is equal to or less than fifty percent (50%) of the District’s assessed valuation, either on the date of issuance or at any time thereafter, the mill levy to be imposed to repay such portion of Debt shall not be subject to the Maximum Debt Mill Levy and, as a result, the mill levy may be such amount as is necessary to pay the Debt service on such Debt, without limitation of rate. 3. For purposes of the foregoing, once Debt has been determined to be within Section V.C.2 above, such that the District is entitled to pledge to its payment an unlimited ad valorem mill levy, such District may provide that such Debt shall remain secured by such unlimited mill levy, notwithstanding any subsequent change in such District’s Debt to assessed ratio. All Debt issued by the District must be issued in compliance with the requirements of Section 32-1- 1101, C.R.S. and all other requirements of State law. To the extent that the District is composed of or subsequently organized into one or more subdistricts as permitted under Section 32-1-1101, C.R.S., the term “District” as used herein shall be deemed to refer to the District and to each such subdistrict separately, so that each 1549, 953081 10 of the subdistricts shall be treated as a separate, independent district for purposes of the application of the definitions and limitations herein. D. Maximum Debt Mill Levy Imposition Term. The District shall not impose a levy for repayment of any and all Debt (or use the proceeds of any mill levy for repayment of Debt) on any single property developed for residential uses which exceeds forty (40) years after the year of the initial imposition of such Debt mill levy unless a majority of the Board of the District imposing the mill levy are residents of the District and have voted in favor of a refunding of a part or all of the Debt and such refunding will result in a net present value savings as set forth in Section 11-56-101, C.R.S.; et seq., as may be amended from time to time. E. Debt Repayment Sources. All bonds and other Debt issued by the Districts may be payable from any and all legally available revenues of the Districts, including, but not limited to, general ad valorem taxes and Fees. The Districts will also rely upon various other revenue sources authorized by law. These will include the power to assess Fees, rates, tolls, penalties, or charges as provided in Section 32-1-1001(1), C.R.S., as amended from time to time. In no event shall the debt service mill levy in the District exceed the Maximum Debt Mill Levy or the Maximum Debt Mill Levy Imposition Term, except pursuant to an intergovernmental agreement between a District and the City. F. Security for Debt. The Districts shall not pledge any revenue or property of the City as security for the indebtedness. 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 any District in the payment of any such obligation. G. TABOR Compliance. The Districts will comply with the provisions of TABOR. In the discretion of the Board, a District may set up other qualifying entities to manage, fund, construct and operate facilities, services, and programs. To the extent allowed by law, any entity created by a District will remain under the control of the District’s Board. H. District’s Operating Costs. The estimated cost of planning services, engineering services, legal services and administrative services, together with the estimated costs of the Districts’ initial operations, are anticipated to be One Hundred Thousand Dollars ($100,000), 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 constructed owned, operated and maintained by the Districts. The 2019 operating budget is 1549, 953081 11 estimated to be Fifty Thousand Dollars ($50,000) which is anticipated to be derived from property taxes and other revenues. The Maximum Debt Mill Levy for the repayment of Debt shall not apply to the District’s ability to increase its mill levy as necessary for the provision of administrative, operation and maintenance services. VII. ANNUAL REPORT A. General. The Districts shall be responsible for submitting an annual report to the City Clerk at the City’s administrative offices no later than September 1st of each year following the year in which the Service Plan is approved by the City Council. The annual report shall reflect activity and financial events of the District through the preceding December 31st (the “Report Year”). B. Reporting of Significant Events. 1. The annual report shall include information as to any of the following: 2. A narrative summary of the progress of the Districts in implementing its service plan for the Report Year. 3. Except when an exemption from audit has been granted for the report year under the Local Government Audit Law, the audited financial statements of the Districts for the Report Year including a statement of financial condition (i.e. balance sheet) as of December 31 of the report year and the statement of operations (i.e. revenues and expenditures) for the Report Year. 4. Unless disclosed within a separate schedule to the financial statements, a summary of the capital expenditures incurred by the Districts in development of public facilities in a Report Year, as well as any capital improvements or projects proposed to be undertaken in the five (5) years following the report year. 5. Unless disclosed within a separate schedule to the financial statements, a summary of the financial obligations of the Districts at the end of the report year, including the amount of outstanding indebtedness, the amount and terms of any new District indebtedness or long-term obligations issued in the Report Year, the amount of payment or retirement of existing indebtedness of the Districts in the Report Year, the total assessed valuation of all taxable properties within the Districts as of January 1 of the Report Year, and the current mill levy of the Districts pledged to debt retirement in the Report Year. 6. The Districts’ budget for the calendar year in which the annual report is submitted. 7. A summary of residential and commercial development which has occurred within the Districts for the report year. 1549, 953081 12 8. A summary of all fees, charges and assessments imposed by the Districts as of January 1 of the Report Year. 9. The name, business address and telephone number of each member of the Board and its chief administrative officer and general counsel, together with the date, place and time of the regular meetings of the Board. VIII. DISSOLUTION Upon an independent determination of the City Council that the purposes for which the Districts was created have been accomplished, the Districts agree to file a petition in the appropriate District Court for dissolution, pursuant to the applicable State statutes. In no event shall a dissolution occur until the Districts have provided for the payment or discharge of all of their outstanding indebtedness and other financial obligations as required pursuant to State statutes. IX. DISCLOSURE TO PURCHASERS The Districts will use reasonable efforts to assure that all developers of the property located within the Districts provides written notice to all purchasers of property in the Districts regarding the Maximum Debt Mill Levy, as well as a general description of the Districts’ authority to impose and collect rates, Fees, tolls and charges. The form of notice shall be filed with the City prior to the initial issuance of the Debt of the Districts and shall be recorded in the Service Area. X. INTERGOVERNMENTAL AGREEMENT The form of the intergovernmental agreement, relating to the limitations imposed on the Districts’ activities, is attached hereto as Exhibit D. The Districts shall approve the intergovernmental agreement in the form attached as Exhibit D at their first Board meeting after approval of the Service Plan by the City. The City Council shall approve the intergovernmental agreement in the form attached as Exhibit D at the public hearing approving the Service Plan. XI. CONCLUSION It is submitted that this Service Plan for the Districts, as required by Section 32-1-203(2), C.R.S., establishes that: 1. There is sufficient existing and projected need for organized service in the area to be serviced by the Districts; 2. The existing service in the area to be served by the Districts is inadequate for present and projected needs; 3. The Districts are capable of providing economical and sufficient service to the area within its proposed boundaries; and 4. Adequate service is not, and will not be, available to the area through the City or county or other existing municipal or quasi-municipal corporations, including existing special districts, within a reasonable time and on a comparable basis. 1549, 953081 13 5. The facility and service standards of the Districts are compatible with the facility and service standards of the City within which the special districts are to be located and each municipality which is an interested party under Section 32-1-204(1), C.R.S. 6. The proposal is in substantial compliance with a master plan adopted pursuant to Section 30-28-108, Colorado Revised Statutes; 7. The proposal is in compliance with any duly adopted City, regional or state long- range water quality management plan for the area. 8. The creation of the Districts is in the best interests of the area proposed to be served. 1549, 953081 A-1 EXHIBIT A Legal Description of the Districts 1549, 953081 B-1 EXHIBIT B District Boundaries Map W . 5 0 T H A V E N U E ( E X . 5 0 ' P U B L I C R . O . W . ) W . 5 2 N D A V E N U E ( E X . 6 0 ' P U B L I C R . O . W . ) PROPOSED UNION COURT P R O P O S E D W . 5 1 S T A V E . P R O P O S E D V I V I A N S T R E E T PROPOSEDW. 51ST AVE. PROPOSED VIVIAN STREET P R I V A T E A L L E Y B PRIVATE ALLEY D P R I V A T E A L L E Y C P R I V A T E A L L E Y E PRIVATE ALLEY D P R I V A T E A L L E Y F P R I V A T E A L L E Y K PRIVATE ALLEY H PRIVATE ALLEY I PRIVATE ALLEY J P R I V A T E A L L E Y A PRIVATE ALLEY G PRIVATE ALLEY WARD ROAD(EX.60' PUBLIC R.O.W.) 1 3 1 4 8 9 1 0 1 2 7 8 9 1 0 1 1 1 2 1 2 3 4 5 6 9 1 0 1 1 1 2 7 8 5 6 1 2 3 4 7 8 9 1 0 1 1 1 2 1 2 3 4 5 6 8 67 5 7 34 12 1 0 9 8 7 1 2 7 1 1 18 1 0 29310 9 411 8 5126 1 3 1 2 3 4 1 5 6 1 7 1 8 1 9 1 5 1 6 1 2 3 4 5 6 7 8 3 2 145611971012 1 2 1 1 1 3 4 3 2 1 87 6 51 2 34 7 6 5 54321 66 543211714151316 21 18 23 19 20 22 24 12 5 7 14 20 11 8 15 21 10 4 9 22 3 10 9 2 17 8 1 11 19 14 7 12 13 6 13 3 2 1 11 4 5 6 1 2 3 14 15 16 9 17 101213 18 19 1 1 2 0 16 18 23 24 15 1 0 3 3 3 E . D r y C r e e k R d . , S u i t e 2 4 0 E n g l e w o o d , C O 8 0 1 1 2 T e l : ( 7 2 0 ) 4 8 2 - 9 5 2 6 / F a x : ( 7 2 0 ) 4 8 2 - 9 5 4 6 1549, 953081 C-1 EXHIBIT C City of Wheat Ridge Vicinity Map RIDGE RD W 52ND AVE VI V I A N S T . UN I O N C T . WA R D R D . TA B O R S T . TA F T C T RTD PARKING XE N O N S T . COMMU T E R R A I L RIDGE RD. SW A D L E Y S T . SI M M S P L . 10333 E. Dry Creek Rd. Suite 240 Englewood, CO 80111 Tel: (720) 482-9526 Fax: (720) 482-9546 DATE: MARCH 27, 2019 JEFFERSON COUNTY, COLORADO SHEET 1 OF 1 THE RIDGE AT WARD STATION METROPOLITAN DISTRICT NO. 1, 2 &3 VICINITY MAP 1549, 953081 D-1 EXHIBIT D Intergovernmental Agreement between District and City of Wheat Ridge 1549, 953081 D-2 AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF WHEAT RIDGE, COLORADO AND WARD TOD METROPOLITAN DISTRICT NOS. 1-3 THIS INTERGOVERNMENTAL AGREEMENT (the “Agreement”) is made and entered into as of this ___ day of ____________, 2019, by, between and among the CITY OF WHEAT RIDGE, Colorado (“City”), and WARD METROPOLITAN DISTRICT NO. 1, a quasi-municipal corporation and political subdivisions of the State of Colorado; WARD TOD METROPOLITAN DISTRICT NO. 2, a quasi-municipal corporation and political subdivision of the State of Colorado; and WARD TOD METROPOLITAN DISTRICT NO. 3, a quasi-municipal corporation and political subdivision of the State of Colorado (each a “District” and collectively the “Districts”). The City and the Districts are each referred to herein as a “Party” and collectively referred to herein as the “Parties”. RECITALS WHEREAS, the Districts was organized to provide those services and to exercise powers as are more specifically set forth in the Amended and Restated Service Plan for WARD TOD Metropolitan District Nos. 1-3, approved by the City on May 13, 2019 (“Service Plan”); and WHEREAS, the Service Plan requires that the Districts approve this Agreement after approval of the Service Plan by the City; and WHEREAS, the City and the Districts have determined it to be in the best interests of their respective taxpayers, residents and property owners to enter into this Agreement; and WHEREAS, all defined terms set forth herein shall have the same meaning as set forth in the Service Plan. NOW, THEREFORE, in consideration of the covenants and mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: COVENANTS AND AGREEMENTS 1. Operations and Maintenance. The Districts shall dedicate the Public Improvements to the City or other appropriate jurisdiction in a manner contemplated under the Approved Development Plan and other rules and regulations of the City and applicable provisions of the City Code. The Districts shall be authorized, but not obligated, to own, operate and maintain Public Improvements not otherwise dedicated to the City or other public entity. The Parties anticipate the division of operations and maintenance responsibilities as set forth in Exhibit A attached hereto. 2. Construction Standards. The Districts will ensure that Public Improvements constructed by the Districts are designed and constructed in accordance with the standards and 1549, 953081 D-3 specifications of the City and of other governmental entities having proper jurisdiction, including the Colorado Department of Health, and other applicable local, state or federal agencies. 3. Inclusion of Property. The Districts shall not include within its boundaries any property outside the Service Area without the prior written consent of the City. 4. Total Debt Issuance. The Districts collectively shall not issue Debt in excess of Twenty Five Million Dollars ($25,000,000). Debt that is issued for the purpose of refunding outstanding District Debt shall not be counted against such $25,000,000 debt limitation, provided, however, that if the aggregate principal amount of the refunding Debt exceeds the outstanding aggregate principal amount of the refunded Debt, the increase in principal amount shall be counted against such debt limitation. 5. Bankruptcy. All of the limitations contained in the Service Plan, including, but not limited to, those pertaining to the Maximum Debt Mill Levy, Maximum Debt Mill Levy Imposition Term and the Fees have been established under the authority of the City to approve the Service Plan with conditions pursuant to Section 32-1-204.5, C.R.S. It is expressly intended that such limitations: (a) shall not be subject to set-aside for any reason or by any court of competent jurisdiction, absent a Service Plan Amendment; and (b) 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 nonbankruptcy law” as required for confirmation of a Chapter 9 Bankruptcy Plan under Bankruptcy Code Section 943(b)(6). Any Debt, issued with a pledge or which results in a pledge, that exceeds the Maximum Debt Mill Levy and the Maximum Debt Mill Levy Imposition Term, shall be deemed a material modification of this Service Plan pursuant to Section 32-1-207, C.R.S. and shall not be an authorized issuance of Debt unless and until such material modification has been approved by the City as part of a Service Plan Amendment. 7. Dissolution. Upon an independent determination of the City Council that the purposes for which the Districts was created have been accomplished, the Districts agrees to file a petition in the appropriate District Court for dissolution, pursuant to the applicable State statutes. In no event shall a dissolution occur until the Districts have provided for the payment or discharge of all of its outstanding indebtedness and other financial obligations as required pursuant to State statutes. 8. Disclosure to Purchasers. The Districts will use reasonable efforts to assure that all developers of the property located within the Districts provide written notice to all purchasers of property in the Districts regarding the Maximum Debt Mill Levy, as well as a general description of the Districts’ authority to impose and collect rates, Fees, tolls and charges. The form of notice shall be filed with the City prior to the initial issuance of the Debt by the Districts and shall be recorded in the Service Area. 1549, 953081 D-4 9. Annual Report. The Districts shall be responsible for submitting an annual report to the City Clerk at the City’s administrative offices by no later than September 1st of each year following the year in which the Service Plan is approved by the City Council. The annual report shall reflect activity and financial events of the District during the Report Year. 10. Maximum Debt Mill Levy. The “Maximum Debt Mill Levy” shall be the maximum mill levy a District is permitted to impose upon the taxable property within such District for payment of Debt, and shall be determined as follows: (a) For the portion of any aggregate Debt which exceeds fifty percent (50%) of the District’s assessed valuation, the Maximum Debt Mill Levy for such portion of Debt shall be Sixty (60) mills less the number of mills necessary to pay unlimited mill levy Debt described in Section V.C.2 below; provided that if, on or after January 1, 2018, changes are made in the method of calculating assessed valuation or any constitutionally mandated tax credit, cut or abatement; the mill levy limitation applicable to such Debt may be increased or decreased to reflect such changes, such increases or decreases to be determined by the Board in good faith (such determination to be binding and final) so that to the extent possible, the actual tax revenues generated by the mill levy, as adjusted for changes occurring after January 1, 2018, are neither diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in the ratio of actual valuation shall be deemed to be a change in the method of calculating assessed valuation. (b) For the portion of any aggregate Debt which is equal to or less than fifty percent (50%) of the District’s assessed valuation, either on the date of issuance or at any time thereafter, the mill levy to be imposed to repay such portion of Debt shall not be subject to the Maximum Debt Mill Levy and, as a result, the mill levy may be such amount as is necessary to pay the Debt service on such Debt, without limitation of rate. (c) For purposes of the foregoing, once Debt has been determined to be within Section V.C.2 above, such that the District is entitled to pledge to its payment an unlimited ad valorem mill levy, such District may provide that such Debt shall remain secured by such unlimited mill levy, notwithstanding any subsequent change in such District’s Debt to assessed ratio. All Debt issued by the District must be issued in compliance with the requirements of Section 32-1-1101, C.R.S. and all other requirements of State law. To the extent that the District is composed of or subsequently organized into one or more subdistricts as permitted under Section 32-1-1101, C.R.S., the term “District” as used herein shall be deemed to refer to the District and to each such subdistrict separately, so that each of the subdistricts shall be treated as a separate, independent district for purposes of the application of the definitions and limitations herein. 11. Notices. All notices, demands, requests or other communications to be sent by one Party to the other hereunder or required by law shall be in writing and shall be deemed to have been validly given or served by delivery of same in person to the address or by courier delivery, via United Parcel Service or other nationally recognized overnight air courier service, or by depositing same in the United States mail, postage prepaid, addressed as follows: 1549, 953081 D-5 To the District: WARD TOD Metropolitan District Nos. 1-3 2154 East Commons Ave., Suite 2000 Centennial, CO 80122 ATTN: Clint C. Waldron, Esq. Phone: (303) 858-1800 Fax: (303) 858-1801 Email: cwaldron@wbapc.com To the City: City of Wheat Ridge 7500 W. 29th Ave., Wheat Ridge, CO 80033 ATTN: Patrick Goff, City Manager Phone: (303) 235-2805 Email: pgoff@ci.wheatridge.co.us With a copy to: Murray Dahl Kuechenmeister & Renaud LLP 710 Kipling Street, Suite 300 Lakewood, CO 80215 ATTN: Gerald Dahl Phone: (303) 493-6670 Email: gdahl@mdkrlaw.com All notices, demands, requests or other communications shall be effective upon such personal delivery or 1 business day after being deposited with United Parcel Service or other nationally recognized overnight air courier service or 3 business days after deposit in the United States mail. By giving the other party hereto at least 10 days written notice thereof in accordance with the provisions hereof, each of the Parties shall have the right from time to time to change its address. 12. Amendment. This Agreement may be amended, modified, changed, or terminated in whole or in part only by a written agreement duly authorized and executed by the Parties hereto and without amendment to the Service Plan. 13. Assignment. No Party hereto shall assign any of its rights nor delegate any of its duties hereunder to any person or entity without having first obtained the prior written consent of all other Parties, which consent will not be unreasonably withheld. Any purported assignment or delegation in violation of the provisions hereof shall be void and ineffectual. 14. Default/Remedies. In the event of a breach or default of this Agreement by any Party, the non-defaulting Parties shall be entitled to exercise all remedies available at law or in equity, specifically including suits for specific performance and/or monetary damages. In the event of any proceeding to enforce the terms, covenants or conditions hereof, the prevailing Party/Parties in such proceeding shall be entitled to obtain as part of its judgment or award its reasonable attorneys’ fees. 1549, 953081 D-6 15. Governing Law and Venue. This Agreement shall be governed and construed under the laws of the State of Colorado and venue shall be in the District Court in and for the county in which the Districts are located. 16. Inurement. Each of the terms, covenants and conditions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. 17. Integration. This Agreement constitutes the entire agreement between the Parties with respect to the matters addressed herein. All prior discussions and negotiations regarding the subject matter hereof are merged herein. 18. Parties Interested Herein. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon, or to give to, any person other than the District and the City any right, remedy, or claim under or by reason of this Agreement or any covenants, terms, conditions, or provisions thereof, and all the covenants, terms, conditions, and provisions in this Agreement by and on behalf of the District and the City shall be for the sole and exclusive benefit of the District and the City. 19. Severability. If any covenant, term, condition, or provision under this Agreement shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of such covenant, term, condition, or provision shall not affect any other provision contained herein, the intention being that such provisions are severable. 20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same document. 21. Paragraph Headings. Paragraph headings are inserted for convenience of reference only. 22. Defined Terms. Capitalized terms used herein and not otherwise defined shall have meanings ascribed to them in the Service Plan. (Signature page follows) 1549, 953081 D-7 IN WITNESS WHEREOF, this Agreement is executed by the City and District as of the date first above written. WARD TOD METROPOLITAN DISTRICT NOS. 1-3 By: President Attest: By: Secretary CITY OF WHEAT RIDGE, COLORADO By: Mayor Attest: By: Secretary APPROVED AS TO FORM: City Attorney 1549, 953081 D-8 EXHIBIT A TO INTERGOVERNMENTAL AGREEMENT Operations and Maintenance Chart The Parties anticipate that operations and maintenance responsibilities will be as set forth below. City District HOA Adjacent to Right-of-way The City will maintain the following within the right-of-way: -Sidewalks -Curb, gutter -Street -Street/ped lights -Traffic/safety signs As it pertains to the right-of-way the District will be responsible for: -Storm sewer -Landscaping -Irrigation -Street furnishings (e.g. trash cans, benches—including maintenance of furniture and emptying trash) -Entry documentation or fencing in the ROW Within Tracts -Landscaping, irrigation, and sidewalks on Tract U and Tract W -Entry monumentation -Paseo (Tract U) - Park amenities (Tract W) -All other landscaping -All other irrigation -All other sidewalks -Lighting (not in right-of-way) -Mail kiosks -Snow removal for alleys and walkways -Signage in private tracts, not monumentation 1549, 953081 E-1 EXHIBIT E Capital Plan 4/8/2019 All Costs Include Labor and Materials. 'Street furniture' does not include labor costing Item # Description Quantity Unit Unit Cost Total Cost ON-SITE PUBLIC IMPROVEMENTS Earthwork (In Public ROW) Mobilizaton 1 LS $5,000.00 $5,000.00 Cut to Place 9,400 C.Y.$2.50 $23,500.00 Transportation Asphalt Paving 7,860 S.Y.$25.00 $196,500 Subgrade Prep 7,860 S.Y.$1.30 $10,218 Mill & Overlay 29,400 S.F.$3.00 $88,200 Concrete Alleys 10,400 S.Y.$60.00 $624,000 Enhanced Pavement Crossing 1,130 S.F.$15.00 $16,950 Curb Gutter 4,775 L.F.$18.00 $85,950 Cross Pans 1,425 S.F.$11.00 $15,675 Sidewalks (6' Wide)3,875 L.F.$30.00 $116,250 Sidewalks (8' Wide)900 L.F.$45.00 $40,500 Hardscape (off street-paseos)2,275 L.F.$25.00 $56,875 Handicap Ramps 16 E.A.$2,300.00 $36,800 Striping 1,100 L.F.$3.00 $3,300 Signage 18 E.A.$300.00 $5,400 Public Street Lighting 17 E.A.$3,500.00 $59,500 Public Street Lighting (Pedestrian)18 E.A.$2,500.00 $45,000 Decomposed Granite (Crusher Fines)509 S.F.$2.75 $1,400 Water Water Main 4 inch (Includes all fittings and thrust blocks)525 L.F.$25.00 $13,125 Water Main 8 inch (Includes all fittings and thrust blocks)4,160 L.F.$39.00 $162,240 Connections to Existing WL 4 E.A.$1,000.00 $4,000 Saw Cut & Pavement Replacement 150 L.F.$15.00 $2,250 Reducer 8"x4"5 E.A.$550.00 $2,750 Tees 8"x8"11 E.A.$750.00 $8,250 Crosses 8"x8"1 E.A.$950.00 $950 Horizontal Bends (22.5, 45)15 E.A.$400.00 $6,000 Vertical Bends (45)8 E.A. $450.00 $3,600 8" Gate Valve 28 E.A.$1,750.00 $49,000 Blow-Offs 2"9 E.A.$800.00 $7,200 Fire Hydrant Assembly 6 E.A.$5,400.00 $32,400 Fire Hydrant Relocate Existing 4 E.A.$3,500.00 $14,000 Water Meters 3/4"200 E.A.$1,400.00 $280,000 Irrigation Meters 1 1/2" & Meter Pit 1 E.A.$2,000.00 $2,000 Sanitary Sewer Sanitary Main 8 inch 4,720 L.F.$48.00 $226,560 Connections to Existing San Sewer 2 E.A.$1,900.00 $3,800 Saw Cut & Pavement Replacement 1,000 L.F.$15.00 $15,000 4' Sanitary Sewer MH 41 E.A.$3,300.00 $135,300 Service Line Connections including WYE tap 201 E.A.$1,050.00 $211,050 Drainage 18" Storm Sewer (RCP)400 L.F $50.00 $20,000 24" Storm Sewer (RCP)930 L.F $65.00 $60,450 30" Storm Sewer (RCP)350 L.F $85.00 $29,750 5' Storm MH 6 E.A. $3,300.00 $19,800 5' Type R Inlet 7 E.A. $7,200.00 $50,400 10' Type R Inlet 8 E.A. $9,200.00 $73,600 Valley Inlet 2 E.A. $4,500.00 $9,000 Underground Detention A (North)1 E.A. $350,000.00 $350,000 Underground Detention B (South)1 E.A. $215,000.00 $215,000 Retaining Walls 80 L.F. $75.00 $6,000 Engineer's Opinion of Estimated Costs for Public Improvements The Ridge at Ward Station ** All Quantities provided as courtesy. Contractor to verify all quanities per plans. Item # Description Quantity Unit Unit Cost Total Cost Monuments Primary 1 L.S $18,000.00 $18,000 Secondary 3 L.S $7,500.00 $22,500 Park Equipment Body Curl Station 1 E.A $1,536.00 $1,536 Parallel Bar 1 E.A $739.00 $739 Accessible Chin Up 1 E.A $1,357.00 $1,357 Street Furniture Bench 35 E.A.$1,123.00 $39,305 Bike rack 8 L.S.$2,900.00 $2,900 Removeable Bollard 4 E.A.$244.00 $976 Fence Type 1 (wood)1,192 L.F.$55.00 $65,560 Fence Type 2 (metal) - Labor included 119 L.F $58.52 $6,964 Pedestrian Gate 2 E.A.$650.00 $1,300 Landscape (ROW & Tract U & Tract W) Turf 40,402 S.F. $1.00 $40,402 Shrub Bed (includes edger)14,346 S.F. $5.50 $78,904 Large Deciduous Tree 138 E.A. $550.00 $75,900 Evergreen Tree 11 E.A. $550.00 $6,050 Ornamental Tree 3 E.A. $450.00 $1,350 ENT 6,400 S.F. $0.50 $3,200 Irrigation 54,748 S.F. $1.50 $82,122 Rock Mulch in shrub beds 190 TN $45.60 $8,664 Wood Mulch in shrub beds 27 C.Y. $19.25 $512 $3,902,733.48 15% Contingency $585,410.02 Total On-Site Public Improvements $4,488,143.50 WARD RD (CDOT) Transportation Paving 1,060 S.Y. $32.07 $33,994 Subgrade Prep 1,060 S.Y. $1.30 $1,378 Curb Gutter 700 L.F. $18.00 $12,600 Cross Pans 675 S.F. $11.00 $7,425 Sidewalks (5' Wide)0 L.F. $25.00 $0 Sidewalks (8' Wide)650 L.F. $40.00 $26,000 Handicap Ramps 4 E.A. $2,300.00 $9,200 Utility Relocation (Telephone)1 E.A. $7,500.00 $7,500 Striping 650 L.F. $3.00 $1,950 Signage 4 E.A. $300.00 $1,200 Public Street Lighting 4 E.A. $3,500.00 $14,000 Public Street Lighting (Pedestrian)2 E.A. $2,500.00 $5,000 $120,247 15% Contingency $18,037.1 Total CDOT Improvements $138,284.3 Grand Total $4,626,427.78 1549, 953081 F-1 EXHIBIT F Financial Plan W A R D T O D M E T R O P O L I T A N D I S T R I C T 1 D e v e l o p m e n t P r o j e c t i o n a t 6 0 . 0 0 0 ( t a r g e t ) D i s t r i c t M il l s f o r D e b t S e r v i c e - - S E R V I C E P L A N - - 0 4 / 0 1 / 20 1 9 20 5 0 S e r i e s 2 0 2 1 , G . O . B o n d s , N o n - R a t e d , 1 0 0 x , 3 0 - y r . M a t u r i t y 20 4 9 < < < < < < < < R e s i d e n t i a l > > > > > > > > < P l a t t e d / D e v e l o p e d L o t s > Mk t V a l u e As ' e d V a l u e As ' e d V a l u e Di s t r i c t Dis t r i c t District Bie n n i a l @ 7 . 2 0 % @ 2 9 . 0 0 % To t a l D/S M i l l L e v y D / S M i l l L e v y S . O . T axes Total To t a l Re a s s e s ' m t Cu m u l a t i v e of M a r k e t Cu m u l a t i v e of M a r k e t As s e s s e d [6 0 . 0 0 0 T a r g e t ] C o l l e c t i o n s Collected Available YE A R Re s ' l U n i t s @ 6 . 0 % Ma r k e t V a l u e (2 - y r l a g ) Ma r k e t V a l u e (2 - y r l a g ) Va l u e [6 0 . 0 0 0 C a p ] @ 9 8 % @ 6%Revenue 20 1 7 0 0 0 20 1 8 0 0 0 0 $0 $0 $0 20 1 9 0 0 0 0 0 $0 60 . 0 0 0 0 0 0 20 2 0 00 0 0 1 ,01 8 , 2 4 9 0 0 60 . 0 0 0 0 0 0 20 2 1 23 10 , 5 9 3 , 8 6 4 0 1 , 6 3 8 , 0 5 3 0 0 60 . 0 0 0 0 0 0 20 2 2 37 63 5 , 6 3 2 2 8 , 6 1 2 , 6 4 4 0 1 , 6 3 8 , 0 5 3 29 5 , 2 9 2 29 5 , 2 9 2 60 . 0 0 0 17 , 3 6 3 1,042 18,405 20 2 3 37 46 , 3 4 3 , 4 5 5 76 2 , 7 5 8 1 , 6 3 8 , 0 5 3 47 5 , 0 3 5 1 , 2 3 7 , 7 9 4 60 . 0 0 0 72 , 7 8 2 4,367 77,149 20 2 4 37 2 , 7 8 0 , 6 0 7 6 7 , 2 0 9 , 4 9 0 2 , 0 6 0 , 1 1 0 1 , 6 3 8 , 0 5 3 47 5 , 0 3 5 2 , 5 3 5 , 1 4 6 60 . 0 0 0 14 9 , 0 6 7 8,944 158,011 20 2 5 37 85 , 6 5 6 , 6 2 6 3 , 3 3 6 , 7 2 9 1 , 2 8 3 , 8 7 9 47 5 , 0 3 5 3 , 8 1 1 , 7 6 4 60 . 0 0 0 22 4 , 1 3 2 13,448 237,580 20 2 6 29 5 , 1 3 9 , 3 9 8 1 0 5 , 5 4 3 , 7 6 1 4 , 8 3 9 , 0 8 3 0 47 5 , 0 3 5 5 , 3 1 4 , 1 1 9 60 . 0 0 0 31 2 , 4 7 0 18,748 331,218 20 2 7 0 10 5 , 5 4 3 , 7 6 1 6 , 1 6 7 , 2 7 7 0 37 2 , 3 2 5 6 , 5 3 9 , 6 0 2 60 . 0 0 0 38 4 , 5 2 9 23,072 407,600 20 2 8 0 6 , 3 3 2 , 6 2 6 1 1 1 , 8 7 6 , 3 8 7 7 , 5 9 9 , 1 5 1 0 0 7 , 5 9 9 , 1 5 1 60 . 0 0 0 44 6 , 8 3 0 26,810 473,640 20 2 9 0 11 1 , 8 7 6 , 3 8 7 7 , 5 9 9 , 1 5 1 0 0 7 , 5 9 9 , 1 5 1 60 . 0 0 0 44 6 , 8 3 0 26,810 473,640 20 3 0 0 6 , 7 1 2 , 5 8 3 1 1 8 , 5 8 8 , 9 7 0 8 , 0 5 5 , 1 0 0 0 0 8 , 0 5 5 , 1 0 0 60 . 0 0 0 47 3 , 6 4 0 28,418 502,058 20 3 1 0 11 8 , 5 8 8 , 9 7 0 8 , 0 5 5 , 1 0 0 0 0 8 , 0 5 5 , 1 0 0 60 . 0 0 0 47 3 , 6 4 0 28,418 502,058 20 3 2 0 7 , 1 1 5 , 3 3 8 1 2 5 , 7 0 4 , 3 0 9 8 , 5 3 8 , 4 0 6 0 0 8 , 5 3 8 , 4 0 6 60 . 0 0 0 50 2 , 0 5 8 30,123 532,182 20 3 3 0 12 5 , 7 0 4 , 3 0 9 8 , 5 3 8 , 4 0 6 0 0 8 , 5 3 8 , 4 0 6 60 . 0 0 0 50 2 , 0 5 8 30,123 532,182 20 3 4 0 7 , 5 4 2 , 2 5 9 1 3 3 , 2 4 6 , 5 6 7 9 , 0 5 0 , 7 1 0 0 0 9 , 0 5 0 , 7 1 0 60 . 0 0 0 53 2 , 1 8 2 31,931 564,113 20 3 5 0 13 3 , 2 4 6 , 5 6 7 9 , 0 5 0 , 7 1 0 0 0 9 , 0 5 0 , 7 1 0 60 . 0 0 0 53 2 , 1 8 2 31,931 564,113 20 3 6 0 7 , 9 9 4 , 7 9 4 1 4 1 , 2 4 1 , 3 6 1 9 , 5 9 3 , 7 5 3 0 0 9 , 5 9 3 , 7 5 3 60 . 0 0 0 56 4 , 1 1 3 33,847 597,959 20 3 7 0 14 1 , 2 4 1 , 3 6 1 9 , 5 9 3 , 7 5 3 0 0 9 , 5 9 3 , 7 5 3 60 . 0 0 0 56 4 , 1 1 3 33,847 597,959 20 3 8 8, 4 7 4 , 4 8 2 1 4 9 , 7 1 5 , 8 4 3 1 0 , 1 6 9 , 3 7 8 0 0 1 0 , 1 6 9 , 3 7 8 60 . 0 0 0 59 7 , 9 5 9 35,878 633,837 20 3 9 14 9 , 7 1 5 , 8 4 3 1 0 , 1 6 9 , 3 7 8 0 0 1 0 , 1 6 9 , 3 7 8 60 . 0 0 0 59 7 , 9 5 9 35,878 633,837 20 4 0 8, 9 8 2 , 9 5 1 1 5 8 , 6 9 8 , 7 9 3 1 0 , 7 7 9 , 5 4 1 0 0 1 0 , 7 7 9 , 5 4 1 60 . 0 0 0 63 3 , 8 3 7 38,030 671,867 20 4 1 15 8 , 6 9 8 , 7 9 3 1 0 , 7 7 9 , 5 4 1 0 0 1 0 , 7 7 9 , 5 4 1 60 . 0 0 0 63 3 , 8 3 7 38,030 671,867 20 4 2 9, 5 2 1 , 9 2 8 1 6 8 , 2 2 0 , 7 2 1 1 1 , 4 2 6 , 3 1 3 0 0 1 1 , 4 2 6 , 3 1 3 60 . 0 0 0 67 1 , 8 6 7 40,312 712,179 20 4 3 16 8 , 2 2 0 , 7 2 1 1 1 , 4 2 6 , 3 1 3 0 0 1 1 , 4 2 6 , 3 1 3 60 . 0 0 0 67 1 , 8 6 7 40,312 712,179 20 4 4 10 , 0 9 3 , 2 4 3 1 7 8 , 3 1 3 , 9 6 4 1 2 , 1 1 1 , 8 9 2 0 0 1 2 , 1 1 1 , 8 9 2 60 . 0 0 0 71 2 , 1 7 9 42,731 754,910 20 4 5 17 8 , 3 1 3 , 9 6 4 1 2 , 1 1 1 , 8 9 2 0 0 1 2 , 1 1 1 , 8 9 2 60 . 0 0 0 71 2 , 1 7 9 42,731 754,910 20 4 6 10 , 6 9 8 , 8 3 8 1 8 9 , 0 1 2 , 8 0 2 1 2 , 8 3 8 , 6 0 5 0 0 1 2 , 8 3 8 , 6 0 5 60 . 0 0 0 75 4 , 9 1 0 45,295 800,205 20 4 7 18 9 , 0 1 2 , 8 0 2 1 2 , 8 3 8 , 6 0 5 0 0 1 2 , 8 3 8 , 6 0 5 60 . 0 0 0 75 4 , 9 1 0 45,295 800,205 20 4 8 11 , 3 4 0 , 7 6 8 2 0 0 , 3 5 3 , 5 7 0 1 3 , 6 0 8 , 9 2 2 0 0 1 3 , 6 0 8 , 9 2 2 60 . 0 0 0 80 0 , 2 0 5 48,012 848,217 20 4 9 20 0 , 3 5 3 , 5 7 0 1 3 , 6 0 8 , 9 2 2 0 0 1 3 , 6 0 8 , 9 2 2 60 . 0 0 0 80 0 , 2 0 5 48,012 848,217 20 5 0 12 , 0 2 1 , 2 1 4 2 1 2 , 3 7 4 , 7 8 4 1 4 , 4 2 5 , 4 5 7 0 0 1 4 , 4 2 5 , 4 5 7 60 . 0 0 0 84 8 , 2 1 7 50,893 899,110 20 5 1 21 2 , 3 7 4 , 7 8 4 1 4 , 4 2 5 , 4 5 7 0 0 1 4 , 4 2 5 , 4 5 7 60 . 0 0 0 84 8 , 2 1 7 50,893 899,110 __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 20 0 1 1 5 , 3 8 6 , 6 6 0 16 , 2 3 6 , 3 3 6 974,180 1 7 , 2 1 0 , 5 1 7 4/ 1 / 2 0 1 9 F W T O D M D F i n P l a n 1 9 NR S P F i n P l a n Prepared by D.A.Davidson & Co.Draft: For discussion purposes only.1 1 20 5 0 20 4 9 YE A R 20 1 7 20 1 8 20 1 9 20 2 0 20 2 1 20 2 2 20 2 3 20 2 4 20 2 5 20 2 6 20 2 7 20 2 8 20 2 9 20 3 0 20 3 1 20 3 2 20 3 3 20 3 4 20 3 5 20 3 6 20 3 7 20 3 8 20 3 9 20 4 0 20 4 1 20 4 2 20 4 3 20 4 4 20 4 5 20 4 6 20 4 7 20 4 8 20 4 9 20 5 0 20 5 1 W A R D T O D M E T R O P O L I T A N D I S T R I C T D e v e l o p m e n t P r o j e c t i o n a t 6 0 . 0 0 0 ( t a r g e t ) D i s t r i c t M il l s f o r D e b t S e r v i c e - - S E R V I C E P L A N - - 0 4 / 0 1 / 20 1 9 S e r i e s 2 0 2 1 , G . O . B o n d s , N o n - R a t e d , 1 0 0 x , 3 0 - y r . M a t u r i t y Se r . 2 0 2 1 $8 , 5 6 0 , 0 0 0 P a r Su r p l u s Co v . o f N e t D S : C o v . o f N e t D S : [N e t $ 6 . 0 3 5 M M ] A nn u a l Re l e a s e @ Cu m u l a t i v e De b t / De b t / @ 6 0 . 00 0 T a r g e t @ 6 0 . 0 0 0 C a p Ne t A v a i l a b l e Ne t D e b t Su r p l u s 50 % D / A Su r p l u s * As s e s s e d A c t ' l V a l u e & 0 . 0 U . R . A . M i l l s & 0 . 0 U . R . A . M i l l s fo r D e b t S v c Se r v i c e to $ 1 , 7 1 2 , 0 0 0 $ 1 , 7 1 2 , 0 0 0 T a r g e t R a t i o Ra t i o & S a l e s P I F R e v s & S a l e s P I F R e v s $0 0 0 n/ a n / a 0 . 0 % 0 . 0 % 0$ 0 0 77 0 , 0 0 0 28 9 9 % 2 8 % 0 . 0 % 0 . 0 % 18 , 4 0 5 0 1 8 , 4 0 5 0 7 8 8 , 4 0 5 6 9 2 % 1 8 % 0 . 0 % 0 . 0 % 77 , 1 4 9 0 7 7 , 1 4 9 0 8 6 5 , 5 5 4 3 3 8 % 1 2 % 0 . 0 % 0 . 0 % 15 8 , 0 1 1 0 1 5 8 , 0 1 1 0 1 , 0 2 3 , 5 6 5 2 2 5 % 1 0 % 0 . 0 % 0 . 0 % 23 7 , 5 8 0 4 2 8 , 0 0 0 ( 1 9 0 , 4 2 0 ) 0 8 3 3 , 1 4 4 1 6 1 % 8 % 5 5 . 5 % 5 5 . 5 % 33 1 , 2 1 8 4 2 8 , 0 0 0 ( 9 6 , 7 8 2 ) 0 7 3 6 , 3 6 3 1 3 1 % 8 % 7 7 . 4 % 7 7 . 4 % 40 7 , 6 0 0 4 2 8 , 0 0 0 ( 2 0 , 4 0 0 ) 0 7 1 5 , 9 6 3 1 1 3 % 8 % 9 5 . 2 % 9 5 . 2 % 47 3 , 6 4 0 4 7 3 , 0 0 0 6 4 0 0 7 1 6 , 6 0 3 1 1 2 % 8 % 1 0 0 . 1 % 1 0 0 . 1 % 47 3 , 6 4 0 4 7 0 , 7 5 0 2 , 8 9 0 0 7 1 9 , 4 9 3 1 0 5 % 7 % 1 0 0 . 6 % 1 0 0 . 6 % 50 2 , 0 5 8 4 9 8 , 5 0 0 3 , 5 5 8 0 7 2 3 , 0 5 1 1 0 4 % 7 % 1 0 0 . 7 % 1 0 0 . 7 % 50 2 , 0 5 8 4 9 9 , 7 5 0 2 , 3 0 8 0 7 2 5 , 3 5 9 9 7 % 7 % 1 0 0 . 5 % 1 0 0 . 5 % 53 2 , 1 8 2 5 3 0 , 7 5 0 1 , 4 3 2 0 7 2 6 , 7 9 1 9 6 % 7 % 1 0 0 . 3 % 1 0 0 . 3 % 53 2 , 1 8 2 5 3 0 , 0 0 0 2 , 1 8 2 0 7 2 8 , 9 7 3 8 9 % 6 % 1 0 0 . 4 % 1 0 0 . 4 % 56 4 , 1 1 3 5 5 9 , 0 0 0 5 , 1 1 3 0 7 3 4 , 0 8 6 8 8 % 6 % 1 0 0 . 9 % 1 0 0 . 9 % 56 4 , 1 1 3 5 6 1 , 2 5 0 2 , 8 6 3 0 7 3 6 , 9 4 8 8 1 % 5 % 1 0 0 . 5 % 1 0 0 . 5 % 59 7 , 9 5 9 5 9 3 , 0 0 0 4 , 9 5 9 0 7 4 1 , 9 0 8 7 9 % 5 % 1 0 0 . 8 % 1 0 0 . 8 % 59 7 , 9 5 9 5 9 7 , 7 5 0 2 0 9 0 7 4 2 , 1 1 7 7 2 % 5 % 1 0 0 . 0 % 1 0 0 . 0 % 63 3 , 8 3 7 6 3 1 , 7 5 0 2 , 0 8 7 0 7 4 4 , 2 0 4 7 0 % 5 % 1 0 0 . 3 % 1 0 0 . 3 % 63 3 , 8 3 7 6 3 3 , 5 0 0 3 3 7 0 7 4 4 , 5 4 1 6 3 % 4 % 1 0 0 . 1 % 1 0 0 . 1 % 67 1 , 8 6 7 6 6 9 , 5 0 0 2 , 3 6 7 0 7 4 6 , 9 0 8 6 0 % 4 % 1 0 0 . 4 % 1 0 0 . 4 % 67 1 , 8 6 7 6 6 8 , 0 0 0 3 , 8 6 7 0 7 5 0 , 7 7 5 5 4 % 4 % 1 0 0 . 6 % 1 0 0 . 6 % 71 2 , 1 7 9 7 1 0 , 7 5 0 1 , 4 2 9 0 7 5 2 , 2 0 5 5 0 % 3 % 1 0 0 . 2 % 1 0 0 . 2 % 71 2 , 1 7 9 7 1 0 , 5 0 0 1 , 6 7 9 0 7 5 3 , 8 8 4 4 4 % 3 % 1 0 0 . 2 % 1 0 0 . 2 % 75 4 , 9 1 0 7 5 4 , 2 5 0 6 6 0 0 7 5 4 , 5 4 4 4 0 % 3 % 1 0 0 . 1 % 1 0 0 . 1 % 75 4 , 9 1 0 7 4 9 , 7 5 0 5 , 1 6 0 0 7 5 9 , 7 0 4 3 3 % 2 % 1 0 0 . 7 % 1 0 0 . 7 % 80 0 , 2 0 5 7 9 9 , 2 5 0 9 5 5 0 7 6 0 , 6 5 9 2 9 % 2 % 1 0 0 . 1 % 1 0 0 . 1 % 80 0 , 2 0 5 8 0 0 , 0 0 0 2 0 5 0 7 6 0 , 8 6 3 2 3 % 2 % 1 0 0 . 0 % 1 0 0 . 0 % 84 8 , 2 1 7 8 4 4 , 2 5 0 3 , 9 6 7 0 7 6 4 , 8 3 0 1 8 % 1 % 1 0 0 . 5 % 1 0 0 . 5 % 84 8 , 2 1 7 8 4 4 , 7 5 0 3 , 4 6 7 0 7 6 8 , 2 9 7 1 2 % 1 % 1 0 0 . 4 % 1 0 0 . 4 % 89 9 , 1 1 0 8 9 8 , 5 0 0 6 1 0 0 7 6 8 , 9 0 7 6 % 0 % 1 0 0 . 1 % 1 0 0 . 1 % 89 9 , 1 1 0 8 9 7 , 7 5 0 1 , 3 6 0 7 7 0 , 2 6 7 0 0 % 0 % 1 0 0 . 2 % 1 0 0 . 2 % __ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 17 , 2 1 0 , 5 1 7 17 , 2 1 0 , 2 5 0 26 7 77 0 , 2 6 7 [ F A p r 0 1 1 9 1 9 n r s p F ] [* ] A s s u m e s $ 7 7 0 K D e p o s i t @ C l o s i n g ( t b d ) 4/ 1 / 2 0 1 9 F W T O D M D F i n P l a n 1 9 NR S P F i n P l a n Prepared by D.A.Davidson & Co.Draft: For discussion purposes only.2 1 20 5 0 20 4 9 YE A R 20 1 7 20 1 8 20 1 9 20 2 0 20 2 1 20 2 2 20 2 3 20 2 4 20 2 5 20 2 6 20 2 7 20 2 8 20 2 9 20 3 0 20 3 1 20 3 2 20 3 3 20 3 4 20 3 5 20 3 6 20 3 7 20 3 8 20 3 9 20 4 0 20 4 1 20 4 2 20 4 3 20 4 4 20 4 5 20 4 6 20 4 7 20 4 8 20 4 9 20 5 0 20 5 1 W A R D T O D M E T R O P O L I T A N D I S T R I C T D i s t r i c t O p e r a t i o n s R e v e n u e a n d E x p e n s e P r o j e c t i o n - - 0 4 / 0 1 / 2 0 1 9 To t a l To t a l Sp e c i f i c To t a l As s e s s e d Op e r ' n s Co l l e c t i o n s O w n e r s h i p T a x Av a i l a b l e To t a l Va l u e Mi l l L e v y @ 9 8 % @ 6 % Fo r O & M Mil l s $01 0 .0 0 00 0 0 7 0 .0 0 0 01 0 .0 0 00 0 0 7 0 .0 0 0 01 0 .0 0 00 0 0 7 0 .0 0 0 29 5 , 2 9 2 10 . 0 0 0 2, 8 9 4 17 4 3, 0 6 7 70 . 0 0 0 1, 2 3 7 , 7 9 4 10 . 0 0 0 12 , 1 3 0 72 8 12 , 8 5 8 70 . 0 0 0 2, 5 3 5 , 1 4 6 10 . 0 0 0 24 , 8 4 4 1, 4 9 1 26 , 3 3 5 70 . 0 0 0 3, 8 1 1 , 7 6 4 10 . 0 0 0 37 , 3 5 5 2, 2 4 1 39 , 5 9 7 70 . 0 0 0 5, 3 1 4 , 1 1 9 10 . 0 0 0 52 , 0 7 8 3, 1 2 5 55 , 2 0 3 70 . 0 0 0 6, 5 3 9 , 6 0 2 10 . 0 0 0 64 , 0 8 8 3, 8 4 5 67 , 9 3 3 70 . 0 0 0 7, 5 9 9 , 1 5 1 10 . 0 0 0 74 , 4 7 2 4,4 6 8 78 , 9 4 0 70 . 0 0 0 7, 5 9 9 , 1 5 1 10 . 0 0 0 74 , 4 7 2 4,4 6 8 78 , 9 4 0 70 . 0 0 0 8, 0 5 5 , 1 0 0 10 . 0 0 0 78 , 9 4 0 4,7 3 6 83 , 6 7 6 70 . 0 0 0 8, 0 5 5 , 1 0 0 10 . 0 0 0 78 , 9 4 0 4,7 3 6 83 , 6 7 6 70 . 0 0 0 8, 5 3 8 , 4 0 6 10 . 0 0 0 83 , 6 7 6 5,0 2 1 88 , 6 9 7 70 . 0 0 0 8, 5 3 8 , 4 0 6 10 . 0 0 0 83 , 6 7 6 5,0 2 1 88 , 6 9 7 70 . 0 0 0 9, 0 5 0 , 7 1 0 10 . 0 0 0 88 , 6 9 7 5,3 2 2 94 , 0 1 9 70 . 0 0 0 9, 0 5 0 , 7 1 0 10 . 0 0 0 88 , 6 9 7 5,3 2 2 94 , 0 1 9 70 . 0 0 0 9, 5 9 3 , 7 5 3 10 . 0 0 0 94 , 0 1 9 5,6 4 1 99 , 6 6 0 70 . 0 0 0 9, 5 9 3 , 7 5 3 10 . 0 0 0 94 , 0 1 9 5,6 4 1 99 , 6 6 0 70 . 0 0 0 10 , 1 6 9 , 3 7 8 10 . 0 0 0 99 , 6 6 0 5,9 8 0 10 5 , 6 3 9 70 . 0 0 0 10 , 1 6 9 , 3 7 8 10 . 0 0 0 99 , 6 6 0 5,9 8 0 10 5 , 6 3 9 70 . 0 0 0 10 , 7 7 9 , 5 4 1 10 . 0 0 0 10 5 , 6 3 9 6,3 3 8 11 1 , 9 7 8 70 . 0 0 0 10 , 7 7 9 , 5 4 1 10 . 0 0 0 10 5 , 6 3 9 6,3 3 8 11 1 , 9 7 8 70 . 0 0 0 11 , 4 2 6 , 3 1 3 10 . 0 0 0 11 1 , 9 7 8 6,7 1 9 11 8 , 6 9 7 70 . 0 0 0 11 , 4 2 6 , 3 1 3 10 . 0 0 0 11 1 , 9 7 8 6,7 1 9 11 8 , 6 9 7 70 . 0 0 0 12 , 1 1 1 , 8 9 2 10 . 0 0 0 11 8 , 6 9 7 7,1 2 2 12 5 , 8 1 8 70 . 0 0 0 12 , 1 1 1 , 8 9 2 10 . 0 0 0 11 8 , 6 9 7 7,1 2 2 12 5 , 8 1 8 70 . 0 0 0 12 , 8 3 8 , 6 0 5 10 . 0 0 0 12 5 , 8 1 8 7,5 4 9 13 3 , 3 6 7 70 . 0 0 0 12 , 8 3 8 , 6 0 5 10 . 0 0 0 12 5 , 8 1 8 7,5 4 9 13 3 , 3 6 7 70 . 0 0 0 13 , 6 0 8 , 9 2 2 10 . 0 0 0 13 3 , 3 6 7 8,0 0 2 14 1 , 3 6 9 70 . 0 0 0 13 , 6 0 8 , 9 2 2 10 . 0 0 0 13 3 , 3 6 7 8,0 0 2 14 1 , 3 6 9 70 . 0 0 0 14 , 4 2 5 , 4 5 7 10 . 0 0 0 14 1 , 3 6 9 8,4 8 2 14 9 , 8 5 2 70 . 0 0 0 14 , 4 2 5 , 4 5 7 10 . 0 0 0 14 1 , 3 6 9 8,4 8 2 14 9 , 8 5 2 70 . 0 0 0 __ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ 2, 7 0 6 , 0 5 6 16 2 , 3 6 3 2 , 8 6 8 , 4 1 9 4/ 1 / 2 0 1 9 F W T O D M D F i n P l a n 1 9 NR S P F i n P l a n Prepared by D.A.Davidson & Co.Draft: For discussion purposes only.3 W A R D T O D M E T R O P O L I T A N D I S T R I C T D e v e l o p m e n t P r o j e c t i o n - - B u i l d o u t P l a n ( u p d a t e d 4 / 1 / 1 9 ) 20 5 0 10 0 % R e s i d e n t i a l D e v e l o p m e n t R e s i d e n t i a l S u m m a r y SF D 6 0 ' In c r / ( D e c r ) i n Fi n i s h e d L o t # U n i t s P r i c e To t a l Value of Platted & # L o t s V a l u e @ C o m p l e t e d I n f l a t e d @ M a r k e t Re s i d e n t i a l To t a l Developed Lots YE A R De v e l ' d 1 0 % 2 0 0 t a r g e t 2 % Va l u e Ma r k e t V a l u e R e s ' l U n i t s Adjustment A d j u s t e d V a l u e 20 1 7 0 0 $4 4 2 , 7 1 7 0 $0 0 0 0 20 1 8 0 0 44 2 , 7 1 7 0 0 0 0 0 20 1 9 0 0 44 2 , 7 1 7 0 0 0 0 0 20 2 0 23 1 , 0 1 8 , 2 4 9 45 1 , 5 7 1 0 0 0 0 1,018,249 20 2 1 37 6 1 9 , 8 0 4 23 4 6 0 , 6 0 3 1 0 , 5 9 3 , 8 6 4 10 , 5 9 3 , 8 6 4 23 0 619,804 20 2 2 37 0 37 4 6 9 , 8 1 5 1 7 , 3 8 3 , 1 4 8 17 , 3 8 3 , 1 4 8 37 0 0 20 2 3 37 0 37 4 7 9 , 2 1 1 1 7 , 7 3 0 , 8 1 1 17 , 7 3 0 , 8 1 1 37 0 0 20 2 4 37 0 37 4 8 8 , 7 9 5 1 8 , 0 8 5 , 4 2 8 18 , 0 8 5 , 4 2 8 37 0 0 20 2 5 29 ( 3 5 4 , 1 7 4 ) 3 7 4 9 8 , 5 7 1 1 8 , 4 4 7 , 1 3 6 18 , 4 4 7 , 1 3 6 37 0 (354,174) 20 2 6 0 ( 1 , 2 8 3 , 8 7 9 ) 2 9 5 0 8 , 5 4 3 1 4 , 7 4 7 , 7 3 8 14 , 7 4 7 , 7 3 8 29 0 (1,283,879) 20 2 7 0 0 0 5 1 8 , 7 1 4 0 0 0 0 0 20 2 8 0 0 0 5 2 9 , 0 8 8 0 0 0 0 0 20 2 9 0 0 0 5 3 9 , 6 7 0 0 0 0 0 0 20 3 0 0 0 0 5 5 0 , 4 6 3 0 0 0 0 0 20 3 1 0 0 0 5 6 1 , 4 7 2 0 0 0 0 0 20 3 2 0 0 0 5 7 2 , 7 0 2 0 0 0 0 0 20 3 3 0 0 0 5 8 4 , 1 5 6 0 0 0 0 0 20 3 4 0 0 0 5 9 5 , 8 3 9 0 0 0 0 0 20 3 5 0 0 0 6 0 7 , 7 5 6 0 0 0 0 0 20 3 6 0 0 0 6 1 9 , 9 1 1 0 0 0 0 0 20 3 7 0 0 6 3 2 , 3 0 9 0 0 0 0 0 __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 20 0 0 2 0 0 96 , 9 8 8 , 1 2 5 96 , 9 8 8 , 1 2 5 20 0 0 0 4/ 1 / 2 0 1 9 F W T O D M D F i n P l a n 1 9 Ab s Pr e p a r e d b y D . A . D a v i d s o n & C o . 4 Apr 1, 2019 10:40 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Ward TOD MD 17:FAPR0119-21NRSPF) SOURCES AND USES OF FUNDS WARD TOD METROPOLITAN DISTRICTGENERAL OBLIGATION BONDS, SERIES 202160.000 (target) MillsNon-Rated, 100x, 30-yr. Maturity(SERVICE PLAN: Full Growth + 6.00% Bi-Reassessment Projections)[ Preliminary -- for discussion only ] Dated Date 12/01/2021Delivery Date 12/01/2021 Sources: Bond Proceeds:Par Amount 8,560,000.00 8,560,000.00 Uses: Project Fund Deposits:Project Fund 6,034,800.00 Other Fund Deposits:Capitalized Interest Fund 1,284,000.00 Cost of Issuance:Other Cost of Issuance 300,000.00 Delivery Date Expenses:Underwriter's Discount 171,200.00 Other Uses of Funds:Deposit to Surplus Fund 770,000.00 8,560,000.00 5 Apr 1, 2019 10:40 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Ward TOD MD 17:FAPR0119-21NRSPF) BOND SUMMARY STATISTICS WARD TOD METROPOLITAN DISTRICTGENERAL OBLIGATION BONDS, SERIES 202160.000 (target) MillsNon-Rated, 100x, 30-yr. Maturity(SERVICE PLAN: Full Growth + 6.00% Bi-Reassessment Projections)[ Preliminary -- for discussion only ] Dated Date 12/01/2021Delivery Date 12/01/2021First Coupon 06/01/2022Last Maturity 12/01/2051 Arbitrage Yield 5.000000%True Interest Cost (TIC)5.151697%Net Interest Cost (NIC)5.000000%All-In TIC 5.428615%Average Coupon 5.000000% Average Life (years)23.211Weighted Average Maturity (years)23.211Duration of Issue (years)13.600 Par Amount 8,560,000.00Bond Proceeds 8,560,000.00Total Interest 9,934,250.00Net Interest 10,105,450.00Bond Years from Dated Date 198,685,000.00Bond Years from Delivery Date 198,685,000.00Total Debt Service 18,494,250.00Maximum Annual Debt Service 898,500.00Average Annual Debt Service 616,475.00 Underwriter's Fees (per $1000) Average Takedown Other Fee 20.000000 Total Underwriter's Discount 20.000000 Bid Price 98.000000 AverageParAverage Average Maturity PV of 1 bpBond Component Value Price Coupon Life Date change Term Bond due 2051 8,560,000.00 100.000 5.000% 23.211 02/15/2045 13,268.00 8,560,000.00 23.211 13,268.00 All-In ArbitrageTICTICYield Par Value 8,560,000.00 8,560,000.00 8,560,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount -171,200.00 -171,200.00 - Cost of Issuance Expense -300,000.00 - Other Amounts Target Value 8,388,800.00 8,088,800.00 8,560,000.00 Target Date 12/01/2021 12/01/2021 12/01/2021Yield5.151697%5.428615%5.000000% 6 Apr 1, 2019 10:40 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Ward TOD MD 17:FAPR0119-21NRSPF) BOND DEBT SERVICE WARD TOD METROPOLITAN DISTRICTGENERAL OBLIGATION BONDS, SERIES 202160.000 (target) MillsNon-Rated, 100x, 30-yr. Maturity(SERVICE PLAN: Full Growth + 6.00% Bi-Reassessment Projections)[ Preliminary -- for discussion only ] AnnualPeriod Debt DebtEnding Principal Coupon Interest Service Service 06/01/2022 214,000 214,00012/01/2022 214,000 214,000 428,00006/01/2023 214,000 214,00012/01/2023 214,000 214,000 428,00006/01/2024 214,000 214,00012/01/2024 214,000 214,000 428,00006/01/2025 214,000 214,00012/01/2025 214,000 214,000 428,00006/01/2026 214,000 214,00012/01/2026 214,000 214,000 428,00006/01/2027 214,000 214,00012/01/2027 214,000 214,000 428,00006/01/2028 214,000 214,00012/01/2028 45,000 5.000%214,000 259,000 473,00006/01/2029 212,875 212,87512/01/2029 45,000 5.000%212,875 257,875 470,75006/01/2030 211,750 211,75012/01/2030 75,000 5.000%211,750 286,750 498,50006/01/2031 209,875 209,87512/01/2031 80,000 5.000%209,875 289,875 499,75006/01/2032 207,875 207,87512/01/2032 115,000 5.000%207,875 322,875 530,75006/01/2033 205,000 205,00012/01/2033 120,000 5.000%205,000 325,000 530,00006/01/2034 202,000 202,00012/01/2034 155,000 5.000%202,000 357,000 559,00006/01/2035 198,125 198,12512/01/2035 165,000 5.000%198,125 363,125 561,25006/01/2036 194,000 194,00012/01/2036 205,000 5.000%194,000 399,000 593,00006/01/2037 188,875 188,87512/01/2037 220,000 5.000%188,875 408,875 597,75006/01/2038 183,375 183,37512/01/2038 265,000 5.000%183,375 448,375 631,75006/01/2039 176,750 176,75012/01/2039 280,000 5.000%176,750 456,750 633,50006/01/2040 169,750 169,75012/01/2040 330,000 5.000%169,750 499,750 669,50006/01/2041 161,500 161,50012/01/2041 345,000 5.000%161,500 506,500 668,00006/01/2042 152,875 152,87512/01/2042 405,000 5.000%152,875 557,875 710,75006/01/2043 142,750 142,75012/01/2043 425,000 5.000%142,750 567,750 710,50006/01/2044 132,125 132,12512/01/2044 490,000 5.000%132,125 622,125 754,25006/01/2045 119,875 119,87512/01/2045 510,000 5.000%119,875 629,875 749,75006/01/2046 107,125 107,12512/01/2046 585,000 5.000%107,125 692,125 799,25006/01/2047 92,500 92,50012/01/2047 615,000 5.000%92,500 707,500 800,00006/01/2048 77,125 77,12512/01/2048 690,000 5.000%77,125 767,125 844,25006/01/2049 59,875 59,87512/01/2049 725,000 5.000%59,875 784,875 844,75006/01/2050 41,750 41,75012/01/2050 815,000 5.000%41,750 856,750 898,50006/01/2051 21,375 21,37512/01/2051 855,000 5.000%21,375 876,375 897,750 8,560,000 9,934,250 18,494,250 18,494,250 7 Apr 1, 2019 10:40 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Ward TOD MD 17:FAPR0119-21NRSPF) NET DEBT SERVICE WARD TOD METROPOLITAN DISTRICTGENERAL OBLIGATION BONDS, SERIES 202160.000 (target) MillsNon-Rated, 100x, 30-yr. Maturity(SERVICE PLAN: Full Growth + 6.00% Bi-Reassessment Projections)[ Preliminary -- for discussion only ] CapitalizedPeriodTotal Interest NetEndingPrincipal Interest Debt Service Fund Debt Service 12/01/2022 428,000 428,000 428,00012/01/2023 428,000 428,000 428,00012/01/2024 428,000 428,000 428,00012/01/2025 428,000 428,000 428,00012/01/2026 428,000 428,000 428,00012/01/2027 428,000 428,000 428,00012/01/2028 45,000 428,000 473,000 473,00012/01/2029 45,000 425,750 470,750 470,75012/01/2030 75,000 423,500 498,500 498,50012/01/2031 80,000 419,750 499,750 499,75012/01/2032 115,000 415,750 530,750 530,75012/01/2033 120,000 410,000 530,000 530,00012/01/2034 155,000 404,000 559,000 559,00012/01/2035 165,000 396,250 561,250 561,25012/01/2036 205,000 388,000 593,000 593,00012/01/2037 220,000 377,750 597,750 597,75012/01/2038 265,000 366,750 631,750 631,75012/01/2039 280,000 353,500 633,500 633,50012/01/2040 330,000 339,500 669,500 669,50012/01/2041 345,000 323,000 668,000 668,00012/01/2042 405,000 305,750 710,750 710,75012/01/2043 425,000 285,500 710,500 710,50012/01/2044 490,000 264,250 754,250 754,25012/01/2045 510,000 239,750 749,750 749,75012/01/2046 585,000 214,250 799,250 799,25012/01/2047 615,000 185,000 800,000 800,00012/01/2048 690,000 154,250 844,250 844,25012/01/2049 725,000 119,750 844,750 844,75012/01/2050 815,000 83,500 898,500 898,50012/01/2051 855,000 42,750 897,750 897,750 8,560,000 9,934,250 18,494,250 1,284,000 17,210,250 8 Apr 1, 2019 10:40 am Prepared by D.A, Davidson & Co Quantitative Group~PM (Ward TOD MD 17:FAPR0119-21NRSPF) BOND SOLUTION WARD TOD METROPOLITAN DISTRICTGENERAL OBLIGATION BONDS, SERIES 202160.000 (target) MillsNon-Rated, 100x, 30-yr. Maturity(SERVICE PLAN: Full Growth + 6.00% Bi-Reassessment Projections)[ Preliminary -- for discussion only ] Period Proposed Proposed Debt Service Total Adj Revenue Unused Debt ServEndingPrincipal Debt Service Adjustments Debt Service Constraints Revenues Coverage 12/01/2022 428,000 -428,000 18,405 18,40512/01/2023 428,000 -428,000 77,149 77,14912/01/2024 428,000 -428,000 158,011 158,01112/01/2025 428,000 428,000 237,580 -190,420 55.50926%12/01/2026 428,000 428,000 331,218 -96,782 77.38747%12/01/2027 428,000 428,000 407,600 -20,400 95.23372%12/01/2028 45,000 473,000 473,000 473,640 640 100.13528%12/01/2029 45,000 470,750 470,750 473,640 2,890 100.61389%12/01/2030 75,000 498,500 498,500 502,058 3,558 100.71379%12/01/2031 80,000 499,750 499,750 502,058 2,308 100.46188%12/01/2032 115,000 530,750 530,750 532,182 1,432 100.26976%12/01/2033 120,000 530,000 530,000 532,182 2,182 100.41165%12/01/2034 155,000 559,000 559,000 564,113 5,113 100.91461%12/01/2035 165,000 561,250 561,250 564,113 2,863 100.51005%12/01/2036 205,000 593,000 593,000 597,959 4,959 100.83633%12/01/2037 220,000 597,750 597,750 597,959 209 100.03504%12/01/2038 265,000 631,750 631,750 633,837 2,087 100.33035%12/01/2039 280,000 633,500 633,500 633,837 337 100.05319%12/01/2040 330,000 669,500 669,500 671,867 2,367 100.35358%12/01/2041 345,000 668,000 668,000 671,867 3,867 100.57892%12/01/2042 405,000 710,750 710,750 712,179 1,429 100.20109%12/01/2043 425,000 710,500 710,500 712,179 1,679 100.23635%12/01/2044 490,000 754,250 754,250 754,910 660 100.08750%12/01/2045 510,000 749,750 749,750 754,910 5,160 100.68823%12/01/2046 585,000 799,250 799,250 800,205 955 100.11944%12/01/2047 615,000 800,000 800,000 800,205 205 100.02558%12/01/2048 690,000 844,250 844,250 848,217 3,967 100.46987%12/01/2049 725,000 844,750 844,750 848,217 3,467 100.41040%12/01/2050 815,000 898,500 898,500 899,110 610 100.06788%12/01/2051 855,000 897,750 897,750 899,110 1,360 100.15148% 8,560,000 18,494,250 -1,284,000 17,210,250 17,210,517 267 9 Amended and Restated Service Plan for WARD TOD Metropolitan District Nos. 1-3 WHITE BEAR ANKELE TANAKA & WALDRON Clint C. Waldron, Esq. Megan J. Murphy, Esq. ATTACHMENT 2 Vicinity Map WARD TOD Metropolitan District Nos. 1-3 encompass the project known as The Ridge at Ward Station which is directly adjacent to Ward Station. The end-of-line station for the RTD G Line commuter rail. Vision for The Ridge at Ward Station What is a metropolitan district? Quasi-municipal corporation and political subdivision of the State of Colorado. Formed and authorized under Title 32 of the Colorado Revised Statutes. A tool for financing, constructing and providing necessary public improvements, including: Streets; Park and Recreation Improvements and Facilities; Water Improvements; and Sanitary Sewer Improvements (including storm drainage). May own, operate and maintain public improvements and facilities. Governance of a metropolitan district. Governed by 5 Member Board of Directors Directors are elected by majority vote of the eligible electors Directors must be “Eligible Electors” of the District which means a person that is: Registered to vote in Colorado; AND A resident of the District; OR Own taxable real or personal property within the District. Metropolitan districts are accountable to their residents and property owners. Public Meetings Must hold open meetings with due notice to members of the public Must maintain minutes of all meetings Public Records Records are subject to public inspection pursuant to CORA Elections Required to provide public notice of elections Must hold elections to authorize taxes and issue debt Must hold elections to elect the governing board of directors Metropolitan districts are accountable to their residents and property owners (continued). Finances Must adopt annual budgets after notice and public hearing Annual financial audit if financial activities meet certain thresholds Transparency Notices Annual notice pursuant to §32-1-809, C.R.S Informational statement pursuant to §32-1-104.8, C.R.S Metropolitan districts are required to make disclosures to potential residents and property owners. Real Estate Purchase Contract discloses that the property is in a special taxing district. Order and Decree organizing the Districts has been recorded. Service Plan requires written notice of disclosure to all purchasers of property within the Districts. Annual notice pursuant to §32-1-809, C.R.S, which includes the Districts’ contact information, regular meeting dates, current mill levy, and information about upcoming elections. Metropolitan districts are required to make disclosures to potential residents and property owners (continued). The Districts are required to record an Information statement regarding taxes and debt against all property within the Districts, pursuant to §32-1-104.8, C.R.S, which includes the name of the Districts, powers of the Districts, statements regarding the Districts’ service plan and financial authority, as well as a current map of the Districts’ boundaries. Information such as the Districts budget, audits, Boards of Directors information, election information, boundary maps, and the Service Plan can all be found online through the DLG website. The Districts must prepare and submit an annual report to the City which includes information on the Districts’ financial activities, contractual agreements, and construction activities. The need for an Amended Service Plan. Section 32-1-207(1), C.R.S. requires special districts to conform so far as practical to their approved service plan. In the case of WARD TOD, the Current Service Plan was approved in 2012 based on development plans for 477 residential units and approximately 225,000 sq. ft. of commercial development, and anticipated public parking for an RTDlight rail stop. The Financial Plan included as an exhibit to the Current Service Plan shows construction beginning in 2013 and ending in build-out in 2017. Since 2012, Toll Brothers has acquired the project and intends to build 200 residential units, significantly less commercial development, and will not be providing any public parking for the RTD light rail stop. Because the circumstances of the project have changed significantly since the Current Service Plan we are requesting the City Council approve the Amended Service Plan. City Council Findings Regarding the Amended Service Plan (§32-1-203, C.R.S.) There is sufficient existing and projected need for organized service in the area to be serviced by the proposed special district; The existing service in the area to be served by the proposed special district is inadequate for present and projected needs; The proposed special district is capable of providing economical and sufficient service to the area within their proposed boundaries; and The area to be included within the proposed special district has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. Comparison of Current Service Plan to Amended Service Plan Current Service Plan Approved April 9, 2012 Debt Limit $50 million Maximum Debt Mill Levy 50 mills (adjusted from tax year 2011) Unlimited Operations and Maintenance Mill Levy Amended Service Plan Scheduled for City Council on May 13, 2019 Debt Limit $25 million Maximum Debt Mill Levy when debt is >50% of assessed value is 60 mills (adjusted from January 1, 2018) Unlimited Operations and Maintenance Mill Levy Benefits of approving the Amended Service Plan The City of Wheat Ridge is not obligated for debt issued by the Districts to fund public improvements. The Districts will be providing public improvements where no other public entity is willing or able to do so. The land has remained undeveloped for some time. The Amended Service Plan along with the other land development approvals for The Ridge At Ward Station are necessary to begin development.