CITY COUNCIL AGENDA MEMORANDUM

City and County of Broomfield, Colorado CITY COUNCIL AGENDA MEMORANDUM To: From: Prepared by: Mayor and City Council Charles Ozaki, City and County Manager Kevin Standbridge, Deputy City and County Manager for Community Development Erika Delaney Lew, Senior City and County Attorney Meeting Date Agenda Category Agenda Item # March 22, 2016 Council Business 11(c) Agenda Title: 1. Public Hearing and Consideration of Resolution No. 2016-50 A Resolution Approving a First Amendment to and Restatement of Original Service Plan for Seven25 Metropolitan District (to be Known as Palisade Park North Metropolitan District No. 1 (Residential District) and Providing Other Details in Connection Therewith. 2. Public Hearing and Consideration of Resolution No. 2016-51 A Resolution Approving the Service Plan for Palisade Park North Metropolitan District No. 2 (Commercial District) and Providing Other Details in Connection Therewith. 3. Resolution No. 2016-52 A Resolution Authorizing an Intergovernmental Agreement By and Between the City and County of Broomfield, Colorado and Seven25 Metropolitan District (to be known as Palisade Park North Metropolitan District No. 1 (Residential District)). 4. Resolution No. 2016-53 A Resolution Authorizing an Intergovernmental Agreement By and Between the City and County of Broomfield, Colorado and Palisade Park North Metropolitan District No. 2 (Commercial District). Summary The Seven25 property was annexed in 1998. A Planned Unit Development (PUD) Plan was approved by the City Council on February 14, 2006. A Service Plan for the Seven25 Metropolitan District was approved by the City Council on September 12, 2006. The District was then formed on August 3, 2007. The District is proposing to split into two Districts (residential and commercial), rename the original District and update the financial plans for the two Districts. The Developer is requesting approval of the two Service Plans. Metropolitan Districts are legal entities separate and distinct from municipal governments. They have their own Board of Directors, legal responsibilities and financial obligations. However, state statutes provide that municipalities in which Metropolitan Districts are located must approve District Service Plans and any future amendments. Service Plans define the services and improvements to be provided by the District. A Concept Review was conducted by the City Council on October 20, 2015 to review a PUD Plan amendment. The PUD Plan amendment, which proposes to add approximately 200 singlefamily detached residences, was generally well received. The project is within the North Park West Urban Renewal Area. The total amount of bonds authorized by the Service Plans are $14,500,000 for District No. 1 and $73,000,000 for District No. 2. A memorandum from Edward J. Walsh, Broomfield's Special Bond Counsel, is attached which states that the "bonds or other obligations issued by the District will never constitute obligations or debt of the City and County of Broomfield. Notice of the Public Hearing has been published. If approved, Resolution No. 2016-50 will approve the Service Plan for the Palisade Park North Metropolitan District No. 1. If approved, Resolution No. 2016-51 will approve the Service Plan for the Palisade Park North Metropolitan District No. 2. If approved, Resolution No. 2016-52 will approve an Intergovernmental Agreement between Broomfield and the Palisade Park North Metropolitan District No. 1. The Agreement includes terms for the dissolution of the District and for review by Broomfield of bond issuances. If approved, Resolution No. 2016-53 will approve an Intergovernmental Agreement between Broomfield and the Palisade Park North Metropolitan District No. 2. The Agreement includes terms for the dissolution of the District and for review by Broomfield of bond issuances. Proposed Intergovernmental Agreements require a two-thirds majority of the Council for approval. Prior Council Action A PUD Plan was approved by Resolution No. 2006-21 on February 14, 2006. A Service Plan for the Seven25 Metropolitan District was approved by Resolution No. 2006-163 on September 12, 2006. A Concept Review for a PUD Plan amendment for the property was conducted by the City Council on October 20, 2015. Financial Considerations The proposed actions are consistent with, and will not modify, Broomfield s adopted Long Range Financial Plan. Alternatives Pursue other financing mechanisms for the infrastructure improvements. Proposed Actions/Recommendations Hold the public hearings as scheduled; and Following and subject to the results of the public hearing That Resolution No. 2016-50 be adopted. That Resolution No. 2016-51 be adopted. That Resolution No. 2016-52 be adopted. That Resolution No. 2016-53 be adopted. 11(c) - Page 1

Seven25 Metropolitan District Service Plan Amendment Page 2 BACKGROUND The 134-acres of land proposed for development is located north of the northwest corner of Interstate 25 and Colorado State Highway 7 (SH 7). The following vicinity map shows the location of the proposed development and surrounding area. SEVEN25 METROPOLITAN DISTRICT The Seven25 Metropolitan District was formed following an election on November 7, 2006. The purpose of the Seven25 Metropolitan District is to finance the construction of public improvements for the Seven25 project. Approval of a Service Plan by Broomfield was a prerequisite to the election. Metropolitan Districts are legal entities separate and distinct from municipal governments. They have their own Board of Directors, legal responsibilities and financial obligations. However, state statutes provide that municipalities in which Metropolitan Districts are located must approve District Service Plans and any future amendments. Service Plans define the services and improvements to be provided by the District. There is not sufficient infrastructure in the area to accommodate the proposed Seven25 development. The developer must install the public sewer and water facilities, storm water drainage facilities, streets, parks and recreation improvements and other public facilities to accommodate the projected need. The City and County of Broomfield will not be constructing this infrastructure necessary to accommodate the Seven25 development, nor will any other governmental entity. The developer is proposing the metropolitan districts as the entities to finance and construct the necessary public improvements. 11(c) - Page 2

Seven25 Metropolitan District Service Plan Amendment Page 3 PROPOSED MODIFICATIONS The developer is proposing to split the existing Seven25 Metropolitan District into two districts and rename the existing District. The new districts will be the Palisade Park North Metropolitan District No. 1, the residential district, and Palisade Park Metropolitan District No. 2, the commercial district. The proposed Service Plans for the metropolitan districts include revenues generated from a mill levy imposed by the proposed districts. The current District Service Plan includes a mill levy cap for indebtedness of 35 mills. The proposed Service Plans increase the cap to 50 mills. The proposed Service Plans also update the cost estimates for the infrastructure improvements. The prior estimates were done in 2006. Significant construction cost inflation has occurred since that time. PUBLIC INFRASTRUCTURE Substantial improvements will be made in, and adjacent to, the Seven25 development. Improvements to Huron Street, County Road 4 and Lowell Avenue are necessary for the project. Extending and installing water and sanitary sewer lines and financing parks, landscaping, signage and recreational facilities are also responsibilities of the development. Preliminary estimates for public infrastructure improvements and other costs to be financed by the district total $59,080,858. Improvement Category District 1 District 2 Total Streets $3,789,356 $19,384,586 $23,173,942 Traffic Control $193,645 $990,595 $1,184,240 Water $524,390 $2,682,535 $3,206,925 Non potable Water $111,888 $572,365 $684,253 Sanitary Sewer and Drainage $1,457,481 $7,455,796 $8,913,277 Utility Relocation $179,935 $920,464 $1,100,399 Parks, Recreation and Public Art $3,404,088 $17,413,734 $20,817,822 GRAND TOTAL $59,080,858 INTERGOVERNMENTAL AGREEMENTS There are two intergovernmental agreements included with the District requests. The Intergovernmental Agreements between Broomfield and the Palisade Park North Metropolitan District No. 1 and District No. 2, include terms for the dissolution of the Districts and for review by Broomfield of bond issuances. The Agreements provide that when the debt is retired, the Districts must be dissolved. The terms also establish the 11(c) - Page 3

Seven25 Metropolitan District Service Plan Amendment Page 4 process by which the City and County reviews, provides comments and when appropriate, approves debt issuances by the Districts. Advisor Review A memorandum from Edward Walsh, Broomfield's Special Bond Counsel, is included as Attachment 1. It states that the "bonds or other obligations issued by the District will never constitute obligations or debt of the City and County" of Broomfield Resolution No. 2016-50 RESOLUTIONS If approved, Resolution No. 2016-50 will approve the First Amended and Restated Service Plan for the Seven25 to be known as Palisade Park North Metropolitan District No. 1. Resolution No. 2016-51 If approved, Resolution No. 2016-51 will approve the Service Plan for the Palisade Park North Metropolitan District No.2. Resolution No. 2016-52 If approved, Resolution No. 2016-52 will approve an Intergovernmental Agreement between Broomfield and the Palisade Park North Metropolitan District No. 1. The Agreement includes terms for the dissolution of the District and for review by Broomfield of bond issuances. Resolution No. 2016-53 If approved, Resolution No. 2016-53 will approve an Intergovernmental Agreement between Broomfield and the Palisade Park North Metropolitan District No. 2. The Agreement includes terms for the dissolution of the District and for review by Broomfield of bond issuances. 11(c) - Page 4

ATTACHMENT 1 City Council City and County of Broomfield George Di Ciero City and County Building One DesCombes Drive Broomfield, Colorado 80020 Ladies and Gentlemen: EDWARD J. WALSH, ESQ. ATTORNEY AND COUNSELOR 600 17th STREET SUITE 2800 SOUTH DENVER, COLORADO 80202 TELEPHONE 303-263-9987 EMAIL edwardwalsh68@gmail.com March 22, 2016 Re: Amended and Restated Service Plan for Seven25 Metropolitan District No. 1 (Residential District) (To Be Known As Palisade Park North Metropolitan District No. 1) Proposed Service Plan for Palisade Park North Metropolitan District No. 2 (Commercial District) On September 12, 2006 the City Council of the City and County of Broomfield, Colorado (the "City and County"), adopted Resolution No. 2006-163, that determined that the requirements of the filing of the Service Plan (the "Original Service Plan") for the Seven25 Metropolitan District (Residential District) (the "Original District"), and the organization of the Original District had been fulfilled. The Original District was organized pursuant to an Order and Decree issued by the District Court in and for the City and County of Broomfield (the "District Court") on August 3, 2007, and recorded on August 17, 2007. Special districts are quasi-municipal corporations and political subdivisions of the State of Colorado, organized and existing in accordance with Section 32-1-101, et seq., C.R.S. as amended (the "Special District Act"). In accordance with Section 32-1-207 of the Special District Act, the Board of Directors of the Original District petitioned the City and County and submitted the First Amendment to and Restatement of Service Plan for the Original District (the "Amended and Restated Service Plan") on February 4,2016. The Amended and Restated Service Plan is intended to modify, replace, restate and supersede the Original Service Plan in its entirety. The District is seeking issuance of an Order Granting Petition for Name Change from the District Court and, upon issuance and thereafter, the Original District will be known as Palisade Park North Metropolitan District No. 1 ("District No. 1"). The Special District Act requires that material modifications to a service plan be approved by the City and County. The decision to approve a material modification is to be made in substantially 11(c) - Page 5

EDWARD J. WALSH, ESQ. City Council City and County of Broomfield March 22, 2016 Page 2 the same manner as provided for the approval of the Original Service Plan. The City and County, after the public hearing on March 22, 2016, may approve, disapprove or conditionally approve the Amended and Restated Service Plan. The decision is a legislative determination and is in the discretion of the City and County. In connection with Amended and Restated Service Plan and pursuant to the provisions of the Act, petitioners proposing the organization of Palisade Park North Metropolitan District No. 2 (Commercial District) ("District No. 2") have submitted to the City and County a service plan (the "Service Plan") for District No. 2. The Service Plan for the District No. 2 is presented to the City and County under the provisions of the Special District Act. The City and County, after the public hearings on March 22,2016, may approve, disapprove or conditionally approve the Service Plan for District No. 2. The decision is a legislative determination and is in the discretion of the City and County. District No. 1 serves and will serve the residential portion of approximately 42 acres of the original 134 acre Seven 25 development now known as the Palisade Park North development (the "Development") being developed by UF Kevamra 725, LLC, or its successors or assigns (the "Developer") (the "Development"). District No. 2 will serve the commercial portion of approximately 92.5 acres of the original 134 acre of the Development being developed by the Developer. The intent of the Amended and Restated Service Plan for District No. 1 and the Service Plan for District No. 2 are to provide updated Financial Plans incorporating updated development and build-out assumptions and resultant debt capacity; (2) to authorize debt in accordance with the revised capacities shown in the Financial Plans; (3) to revise and establish debt service mill levy caps from 35 to 50 mills to be competitive with other similarly situated metropolitan districts; and (4) to authorize limited operations functions, only to the extent not otherwise provided by another entity, including operation and maintenance of landscape, streetscape, drainage, parks and trails. Any bonds or other obligations issued by District No. 1 and District No. 2 (collectively, the "Districts") will never constitute obligations or debt of the City and County. The completed public improvements when constructed by the Districts will be conveyed to and maintained by the City and County as provided and in accordance with Subdivision Improvements Agreements between the City and County and the Developer. When all of the Districts' obligations are paid, and the Districts no longer provide services, the Districts will commence the process of dissolution under the provisions of the Special District Act, the Amended and Restated Service Plan, the Service Plan and intergovernmental agreements ("IGAs") with between the City and County and the Districts. The IGAs will also be presented to the City Council on March 22, 2016. The IGAs create contractual relationships between the City and County and the Districts. In addition they also 11(c) - Page 6

EDWARD J. WALSH, ESQ. City Council City and County of Broomfield March 22, 2016 Page 3 provide for the dissolution of the Districts, the inclusion of additional real property within the Districts, review by the City and County of financings for the Districts and otherwise implement the provisions of the Amended and Restated Service Plan and the Service Plan. Material modifications to the Amended and Restated Service Plan and the Service Plan for the Districts must be presented to and approved by the City and County. I will attend the City Council meeting on March 22, 2016 to respond to any questions you may have. Very truly yours, Edward J/Walsh 11(c) - Page 7

RESOLUTION NO. 2016-50 A RESOLUTION APPROVING A FIRST AMENDMENT TO AND RESTATEMENT OF ORIGINAL SERVICE PLAN FOR SEVEN25 METROPOLITAN DISTRICT (TO BE KNOWN AS PALISADE PARK NORTH METROPOLITAN DISTRICT NO. 1 (RESIDENTIAL DISTRICT) AND PROVIDING OTHER DETAILS IN CONNECTION THEREWITH. WHEREAS, the City and County of Broomfield, State of Colorado (the "City and County"), is a political subdivision of the State, a body corporate and politic, a home-rule City and County pursuant to Article XX of the State Constitution and a city and county pursuant to Sections 10,11, 12 and 13 of Article XX of the State Constitution; and WHEREAS, pursuant to the provisions of Part 2 of Article 1 of Title 32, C.R.S., as amended, (the "Act"), no special district shall be organized if its boundaries are wholly contained within the boundaries of a municipality, except upon adoption of a resolution of approval by the governing body of the municipality; and WHEREAS, pursuant to the terms of the Act, the City Council of the City and County on September 12,2006, adopted ResolutionNo. 2006-163, that determined that the requirements ofthe filing of the Service Plan (the "Original Service Plan") for the Seven25 Metropolitan District (Residential District) (the "District"), and the organization of the District had been fulfilled; and WHEREAS, The District was organized pursuant to an Order and Decree issued by the District Court in and for the City and County of Broomfield (the "District Court") on August 3, 2007, and recorded on August 17, 2007, at Reception No. 2007010618 ofthe City and County of Broomfield, Colorado, real property records; and WHEREAS, the District was organized to provide for the financing, acquisition, construction, operation and maintenance of public improvements as shown on Exhibit D to the Original Service Plan and estimated costs of facilities (the "Public Improvements") serving the residential portion of approximately 42 acres of the original 140 acre Seven 25 development now known as the Palisade Park North development (the "Development") being developed by UF Kevamra 725, LLC, or its successors or assigns (the "Developer") (the "Development"). As a result of the exclusion of the commercial portion of the Development, the total area remaining in the District will be approximately 42 acres; an and WHEREAS, the Board of Directors of the District (the "Board") has determined it is in the best interests of the property owners and taxpayers of the District to modify, amend and restate the Original Service Plan as provided in the First Amendment to and Restatement of the Service Plan (the "Amended and Restated Service Plan"); and -1-11(c) - Page 8

WHEREAS, the District is seeking the issuance of an Order Granting Petition for Name Change with the District Court whereby, upon issuance and thereafter the District will be known as Palisade Park North Metropolitan District No. 1; and WHEREAS, on February 4, 2016, the Board presented a petition and submitted to the City and County the Amended and Restated Service Plan for the District in order to: (1) provide an updated Financial Plan incorporating updated development and build-out assumptions and resultant debt capacity; (2) to authorize debt in accordance with the revised capacity shown in the Financial Plan; (3) to revise the District's debt service mill levy cap from 35 to 50 mills to be competitive with other similarly situated metropolitan districts; and (4) to authorize limited operations functions, only to the extent not otherwise provided by another entity, including operation and maintenance of landscape, streetscape, drainage, parks and trails; and WHEREAS, pursuant to the terms of the Act, material modifications to the Original Service Plan may be made only by petition to and approval by the City Council of the City and County in substantially the same manner as is provided for the approval of the Original Service Plan; and WHEREAS, a Notice of Public Hearing regarding the Amended and Restated Service Plan was published in the Broomfield Enterprise on February 28, 2016; and WHEREAS, the City Council of the City and County opened a public hearing on March 22, 2016 regarding the petition and approval of the Amended and Restated Service Plan; and WHEREAS, the Act provides that the City and County has the authority: (a) to approve without condition or modification the Amended and Restated Service Plan; (b) to disapprove the Amended and Restated Service Plan submitted; or (c) to conditionally approve the Amended and Restated Service Plan, subject to the submission of additional information relating to, or the modification of, Amended and Restated Service Plan or by agreement with the proponents of the Amended and Restated Service Plan; and WHEREAS, the City Council considered the Amended and Restated Service Plan for the District and all other testimony and evidence presented at the hearing; and WHEREAS, it appears to the City Council that the Amended and Restated Service Plan should be approved. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY AND COUNTY OF BROOMFIELD, COLORADO: Section 1. That the City Council hereby determines that the requirements of the Act, relating to the filing of the Amended and Restated Service Plan have been fulfilled and the Amended and Restated Service Plan is hereby approved. -2-11(c) - Page 9

Section 2. That the City Council hereby finds and determines as follows: (a) There is a sufficient existing and projected need for organized service in the area served by the District; _ (b) The existing service in the area served by the District is not adequate for present and projected needs; (c) Adequate service is not now and will not be available in the future to the area served by the District through the City and County or other existing municipal or quasi-municipal corporations, including existing special districts within a reasonable time or on comparable basis; (d) The District is capable of providing economic and sufficient service to the area within its boundaries; (e) The area within the District has or will have the financial ability to discharge its. indebtedness on a reasonable basis. Section 3. That in accordance with the Section X of the Amended and Restated Service Plan, the City and County Manager and City and County Attorney are hereby authorized to review a financial plan which demonstrates the structure of any proposed bond transaction and District's plan to pay the proposed bonds (the "Bond Issuance Plan"). The City and County Manager and City and County Attorney shall have forty-five (45) days from the date of receipt of the Bond Issuance Plan in which to object to such Bond Issuance Plan. In the event the City and County objects in writing within the forty-five (45) day period, the District shall proceed with the bond issuance only with the written consent of the City and County Manager and City and County Attorney, or their designees. Section 4. That this Resolution is effective upon its approval by the City Council. (SEAL) ADOPTED AND APPROVED this 22nd day of March, 2016. CITY AND COUNTY OF BROOMFIELD, COLORADO ATTEST: Mayor City and County Clerk -3-11(c) - Page 10

APPROVED AS TO FORM: Edward J. V^flsh, Esq -4-11(c) - Page 11

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RESOLUTION NO. 2016-51 A RESOLUTION APPROVING THE SERVICE PLAN FOR PALISADE PARK NORTH METROPOLITAN DISTRICT NO. 2 (COMMERCIAL DISTRICT) AND PROVIDING OTHER DETAILS IN CONNECTION THEREWITH. WHEREAS, the City and County of Broomfield, State of Colorado (the "City and County"), is a political subdivision of the State, a body corporate and politic, a home-rule City and County pursuant to Article XX of the State Constitution and a city and county pursuant to Sections 10, 11, 12 and 13 of Article XX of the State Constitution; and WHEREAS, pursuant to the provisions of Part 2 of Article 1 of Title 32, C.R.S., as amended, (the "Act"), no special district shall be organized if its boundaries are wholly contained within the boundaries of a municipality, except upon adoption of a resolution of approval by the governing body of the municipality; and WHEREAS, pursuant to the provisions of the Act, petitioners proposing the organization of Palisade Park North Metropolitan District No. 2 (the "District") have submitted to the City and County a service plan (the "Service Plan") for the District which Service Plan is attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, the District will be organized to provide for the financing, acquisition, construction, operation and maintenance of public improvements as shown on Exhibit D to the Service Plan and estimated costs of facilities (the "Public Improvements") serving the commercial portion of approximately 92.5 acres of the original 140 acre Seven 25 development now known as the Palisade Park North development (the "Development") being developed by UF Kevamra 725, LLC, or its successors or assigns (the "Developer") (the "Development"). The total area included in the District is approximately 92.5 acres; and WHEREAS, on February 4, 2016, the Board presented a petition and submitted to the City and County the Service Plan for the District in order to: (1) provide a Financial Plan incorporating updated development and build-out assumptions and resultant debt capacity; (2) to authorize debt in accordance with the capacity shown in the Financial Plan; (3) to establish the District's debt service mill levy cap at 50 mills to be competitive with other similarly situated metropolitan districts; and (4) to authorize limited operations functions, only to the extent not otherwise provided by another entity, including operation and maintenance of landscape, streetscape, drainage, parks and trails; and WHEREAS, a Notice of Public Hearing regarding the Service Plan was published in the Broomfield Enterprise on February 28, 2016; and WHEREAS, the City Council of the City and County opened a public hearing on March 22, 2016 regarding the petition and approval of the Service Plan; and 1 11(c) - Page 86

WHEREAS, the Act provides that the City and County has the authority: (a) to approve without condition or modification the Service Plan; (b) to disapprove Service Plan submitted; or (c) to conditionally approve the Service Plan, subject to the submission of additional information relating to, or the modification of the Service Plan or by agreement with the proponents of the Service Plan; and WHEREAS, the City Council considered the Service Plan for the District and all other testimony and evidence presented at the hearing; and WHEREAS, it appears to the City Council that the Service Plan should be approved. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY AND COUNTY OF BROOMFIELD, COLORADO: Section 1. That the City Council hereby determines that the requirements of the Act, relating to the filing of the Service Plan have been fulfilled and the Service Plan is hereby approved. Section 2. That the City Council hereby finds and determines as follows: (a) There is a sufficient existing and projected need for organized service in the area served by the District; (b) The existing service in the area served by the District is not adequate for present and projected needs; (c) Adequate service is not now and will not be available in the future to the area served by the District through the City and County or other existing municipal or quasi-municipal corporations, including existing special districts within a reasonable time or on comparable basis; (d) The District is capable of providing economic and sufficient service to the area within its boundaries; (e) The area within the District has or will have the financial ability to discharge its indebtedness on a reasonable basis. Section 3. That in accordance with the Section X of the Service Plan, the City and County Manager and City and County Attorney are hereby authorized to review a financial plan which demonstrates the structure of any proposed bond transaction and District's plan to pay the proposed bonds (the "Bond Issuance Plan"). The City and County Manager and City and County Attorney shall have forty-five (45) days from the date of receipt of the Bond Issuance Plan in which to object to such Bond Issuance Plan. In the event the City and County objects in writing within the forty-five (45) day period, the District shall proceed with the bond issuance only with the written consent of the City and County Manager and City and County Attorney, or their designees. 2 11(c) - Page 87

Section 4. That this Resolution is effective upon its approval by the City Council. (S E A L) ADOPTED AND APPROVED this 22nd day of March, 2016. CITY AND COUNTY OF BROOMFIELD, COLORADO ATTEST: Mayor City and County Clerk APPROVED AS TO FORM: Edward J. Walsh, Esq. 3 11(c) - Page 88

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RESOLUTION NO. 2016-52 A RESOLUTION AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE CITY AND COUNTY OF BROOMFIELD, COLORADO AND SEVEN25 METROPOLITAN DISTRICT (TO BE KNOWN AS PALISADE PARK NORTH METROPOLITAN DISTRICT NO. 1 (RESIDENTIAL DISTRICT)). WHEREAS, the City and County of Broomfield, State_of Colorado (the "City and County"), is a political subdivision of the State, a body corporate and politic, a home-rule City and County pursuant to Article XX of the State Constitution and a city and county pursuant to Sections 10,11, 12 and 13 of Article XX of the State Constitution; and WHEREAS, pursuant to the provisions of Part 2 of Article 1 of Title 32, C.R.S., as amended, (the "Act"), no special district shall be organized if its boundaries are wholly contained within the boundaries of a municipality, except upon adoption of a resolution of approval by the governing body of the municipality; and - WHEREAS, pursuant to the terms of the Act, the City Council of the City and County on September 12,2006, adopted Resolution No. 2006-163, that determined that the requirements of the filing of the Service Plan (the "Original Service Plan") for the Seven25 Metropolitan District (Residential District) (the "Original District"), and the organization of the Original District had been fulfilled; and WHEREAS, the terms of the Original Service Plan required the Original District to enter into an Intergovernmental Agreement with the City and County to provide for dissolution of the Original District and to otherwise implement the provisions of the Original Service Plan which was approved on; and WHEREAS, the Board of Directors of the Original District (the "Board") has determined it is in the best interests of the property owners and taxpayers of the Original District to modify, amend and restate the Original Service Plan as provided in the Amendment to and Restatement of the Service Plan (the "Amended and Restated Service Plan"); and WHEREAS, the District is seeking issuance of an Order Granting Petition for Name Change from the District Court and, upon issuance and thereafter, the Original District will be known as Palisade Park North Metropolitan District No. 1 (the "District"); and WHEREAS, on February 4, 2016, the Board presented a petition and submitted to the City and County the Amended and Restated Service Plan for the District in order to: (1) provide an updated Financial Plan incorporating updated development and build-out assumptions and resultant debt capacity; (2) to authorize debt in accordance with the revised capacity shown in the Financial Plan; (3) to revise the District's debt service mill levy cap from 35 to 50 mills to be competitive with other similarly situated metropolitan districts; and (4) to authorize limited operations functions, only -1-11(c) - Page 155

to the extent not otherwise provided by another entity, including operation and maintenance of landscape, streetscape, drainage, parks and trails; and WHEREAS, in accordance with the Amended and Restated Service Plan, it is necessary to enter to an Intergovernmental Agreement as set forth therein and to acknowledge the District's authority to perform limited operations functions under; and WHEREAS, the District has presented the Intergovernmental Agreement (the "Intergovernmental Agreement") with the City and County to provide for dissolution of the District and to otherwise implement the provisions of the Amended and Restated Service Plan; and WHEREAS, it is necessary for the City and County to authorize the execution of the Intergovernmental Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY AND COUNTY OF BROOMFIELD, COLORADO: Section 1. That the Mayor or Mayor Pro Tem is authorized to sign and the City and County Clerk to attest, in form approved by the City and County Attorney, the Intergovernmental Agreement by and between the City and County of Broomfield and Palisade Park North Metropolitan District No. 1 (Residential District) (Formerly Known as Seven25 Metropolitan District), a copy of which is attached hereto as Exhibit A and incorporated herein by reference. Section 2. That the City and County Attorney and the City and County Manager are authorized to approve changes on behalf of the City and County of Broomfield to the Intergovernmental Agreement. Section 3. That this Resolution is effective upon its approval by the City Council. -2-11(c) - Page 156

ADOPTED AND APPROVED this 22nd day of March, 2016. (SEAL) ATTEST CITY AND COUNTY OF BROOMFIELD, COLORADO Mayor City and County Clerk APPROVED AS TO FORM: Edward J. Walsh, Esq. 11(c) - Page 157

EXHIBIT A (INTERGOVERNMENTAL AGREEMENT TO FOLLOW ON NEXT PAGE) -4-11(c) - Page 158

INTERGOVERNMENTAL AGREEMENT This Intergovernmental Agreement ("Agreement") is made and entered into effective as of this day of., 2016, by and between SEVEN25 METROPOLITAN DISTRICT (TO BE KNOWN AS PALISADE PARK NORTH METROPOLITAN DISTRICT NO. 1, a quasi-municipal corporation and political subdivision of the State of Colorado (the "District") and the CITY AND COUNTY OF BROOMFIELD, a Colorado city and county and municipal corporation ("Broomfield" or the "City and County") (collectively the "Parties"). RECITALS WHEREAS, Section 18(2)(a) of Article XIV of the Constitution of the State of Colorado provides that nothing therein shall be construed to prohibit the State or any of its political subdivisions from cooperating or contracting with one another to provide any function, service or facility lawfully authorized to each of the cooperating or contracting units, including the sharing of costs, the imposition of taxes, or the incurring of debt; and WHEREAS, Section 29-1-203, C.R.S., as amended, authorizes and enables governments of the State of Colorado to enter into cooperative agreements or contracts; and WHEREAS, the Service Plan for the District was approved by the City and County on September 12, 2006 (the "Original Service Plan"); and WHEREAS, the Amended and Restated Service Plan for the District was approved by the. City and County on, 2016, which modified, replaced, restated and superseded the Original Service Plan in its entirety (the "Amended Service Plan"); and WHEREAS, the District's Amended Service Plan contemplates that the District will enter into an Intergovernmental Agreement with the City and County to address certain matters; and WHEREAS, the Parties desire to set forth their agreement contemplated by the Amended Service Plan. NOW THEREFORE, in consideration of the mutual covenants and stipulations contained herein, the Parties hereby agree as follows: 1. Dissolution. As provided in Section VI of the Amended Service Plan, the District hereby agrees that, at the request of the City and County, or if the Board of Directors of the District deems it to be in the best interests of the District that the District be dissolved, the District shall initiate and diligently pursue dissolution in accordance with Section 32-1-701, et seq C.R.S., at such time as: (a) the City and County agrees to provide, or cause to be provided, substantially the same level of operations and maintenance of the District's facilities as the District has provided; (b) all of the proposed improvements and facilities contemplated in the Amended Service Plan have been constructed and conveyed to the City and County or other appropriate entity; and (c) all debt incurred for such facilities has been repaid or arrangement for repayment has been made. 11(c) - Page 159

2. Notice Pursuant to 32-1-207 (3). C.R.S. The District hereby agrees that it shall not publish, without receiving the written consent of the City and County, a notice under Section 32-1-207 (3), C.R.S. of its intent to undertake construction of any facility, the issuance of bonds or other financial obligation, the levy of taxes, the imposition of rates, fees, tolls and charges, or any other proposed activity of the District which requires that any action to enjoin such activity as a material departure from the Amended Service Plan be brought within forty-five (45) days of such notice. 3. Construction of Improvements. The Parties acknowledge that as a consequence of the District's organization, the District has or may assume certain development obligations of UF Kevamra 725, LLC, or its successors or assigns (the "Developer") as set forth in a Subdivision Improvement Agreement ("SIA") between the City and County and the Developer. 4. Expansion of District Boundaries or Services. Except for services and facilities described in the Amended Service Plan to be provided outside the District's boundaries or services and facilities described in any SIA, prior to expanding its boundaries or services outside the District boundaries, the District shall follow the notification procedure set forth in Section III of the Amended Service Plan. The District shall not alter its boundaries by inclusion of additional real property outside of the Service Area in the District boundaries without first providing written notice to the City and County and to the City and County Manager and the City and County Attorney that it has received a petition requesting that additional property be included in the District boundaries, which petition shall be included in the written notice. After receipt of the notice and petition, the governing body of the City and County shall within fortyfive (45) days receipt of such notice and petition: (a) adopt a resolution of approval authorizing the inclusion, or (b) the City and County acting through the City and County Manager and the City and County Attorney shall submit a written waiver of the City and County's right to require such resolution, or (c) the City and County acting through the City and County Manager and the City and County Attorney shall file a written objection to the inclusion, each action shall be in the City and County's sole discretion. Any resolution of approval so adopted or waiver shall be appended to the inclusion petition. 5. Ownership, Operation and Maintenance of Improvements. The property within the boundaries of the District is zoned for planned unit development. As provided in Section Y of the District's Amended Service Plan, it is anticipated that, following acceptance by the City and County, the City and County will own, operate and maintain the potable and non-potable water system, certain sanitary sewer improvements, television relay and translation improvements, and certain street improvements. Storm water improvements will be owned either by the District or the City and County and may be maintained by the District or an owners association. Mosquito Protection Improvements will be maintained by an owners association or the District. Safety protection and transportation improvements will be owned, operated and maintained by the City and County, the Regional Transportation District, the Colorado Department of Transportation or other appropriate jurisdictions. Park and recreation improvements will be owned, operated and maintained by the City and County, or, to the extent not accepted for ownership, perpetual operation and maintenance by the City and County, park and recreation improvements may be owned, operated and maintained by the District or one or more homeowners or owners associations. Additionally, as further provided in Section V of the District's Amended Service Plan, the City and County acknowledges that the District shall be 2 11(c) - Page 160

authorized to perform operations and maintenance functions to the extent not otherwise provided by another entity, including ownership, operation and maintenance of street and safety protection, storm sewer, and park and recreation improvements. 6. Bonds. (a) Bond Issuance Plan. In accordance with Section X of the Amended Service Plan, prior to issuance of any bonds, the District shall submit to the City and County a financial plan which demonstrates the structure of the proposed bond transaction and the District's plan to pay the proposed bonds ("Bond Issuance Plan"). At least fifteen (15) days prior to submitting the Bond Issuance Plan, the District shall submit to the City'and County a Notice of Intent to Issue Bonds. The City and County Manager and City and County Attorney shall have forty-five (45) days from the date of receipt of the Bond Issuance Plan in which to object to the Bond Issuance Plan. If the City and County Manager and City and County Attorney fail to object in writing to the District's Bond Issuance Plan within forty-five (45) days of receipt of the Bond Issuance Plan, the City and County Manager and City and County Attorney will be deemed to have approved the Bond Issuance Plan and the District may proceed to issue the bonds in accordance with the Bond Issuance Plan. In the event the City and County objects in writing within the forty-five (45) day period, the District shall proceed with the bond issuance only with the written consent of the City and County Manager and City and County Attorney. (b) Voter Authorization and Debt Authority. At an election held on, the District obtained voter approval for the incurrence of general obligation debt in the total amount of $ ("Debt Authority"). In accordance with Section X of the Amended Service Plan, the District shall not be authorized to issue general obligation bonds or other obligations in excess of the Debt Authority. 7. Miscellaneous. (a) Notices. All notices required or permitted to be given hereunder shall be in writing and shall be effective upon personal delivery or three (3) business days following deposit of the notices in the United States Mail, postage prepaid and addressed as follows, or to such other address designated by a party upon notice as herein provided: To District: Palisade Park North Metropolitan District No. 1 450 East 17 th Avenue, Suite 400 Denver, Colorado 80203 Phone: 303-592-4380 Fax: 303-592-4385 Attn: Megan Becher Email: mbecher@specialdistrictlaw. com To City and County: Broomfield City and County Manager One DesCombes Drive Broomfield, Colorado 80020 Phone: 303-438-6300 3 11(c) - Page 161

With a copy to: Broomfield City and County Attorney One DesCombes Drive Broomfield, Colorado 80020 Phone: 303-438-6353 All notices, demands requests or other communications shall be effective upon such personal delivery or one (1) business day after being deposited with United Parcel Service or other nationally recognized overnight air courier service, or three (3) business days after deposit in the United States mail. By giving the other party hereto at least ten (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. (b) Amendment. This Agreement cannot be amended or modified except by a writing executed by the Parties. (c) Negation of Partnership. None of the Parties shall become or be deemed to be a partner, joint venturer or agent of any other Party by reason of the provisions of this Agreement. No party shall be liable for obligations incurred by any other party and no party shall have the power to bind any other party with regard to any obligations. (d) Severability. The invalidity, illegality or unenforceability of any provision of this Agreement shall not render the other provisions' invalid, illegal or unenforceable. (e) Applicable Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Colorado. (f) Access to Records. Each Party shall have the right to inspect the books and records of all other Parties relating to this Agreement at reasonable times upon reasonable notice. (g) Waiver. No failure by any party to insist upon the strict performance of any agreement, term, covenant, or condition hereof or the exercise of any right or remedy consequent upon any default, and no acceptance of full or partial performance during the continuance of any such default, shall constitute a waiver of any such default of such agreement, term, covenant, or condition. No agreement, term, covenant, or condition hereof to be performed or complied with by any party, and no default thereof, shall be waived, altered, or modified except by a written instrument executed by the non-defaulting Party or Parties. (h) Attorneys' Fees. In the event of any dispute between the Parties to this Agreement arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney's fees incurred in connection with such dispute, whether in court or by arbitrator. (i) Additional Documents or Action. The Parties agree to execute any additional documents or take any additional action that is necessary to carry out this Agreement. 4 11(c) - Page 162

(j) Assignment; Delegation. Except as expressly set forth herein or as contemplated hereby, neither this Agreement, nor any of either Parties' rights, obligations, duties or authorities hereunder may be assigned or delegated in whole or in part by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld. Any attempted assignment or delegation in violation of the foregoing shall be deemed void. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 5 11(c) - Page 163

SIGNATURE PAGE FOR INTERGOVERNMENTAL AGREEMENT IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first set forth above. PALISADE PARK NORTH METROPOLITAN DISTRICT NO. 1 By: President Attest: Secretary CITY AND COUNTY OF BROOMFIELD By: Mayor Attest: By: City and County Clerk APPROVED AS TO FORM By: VlyW W JxtL ^ ^ CouJK^ 6 11(c) - Page 164

RESOLUTION NO. 2016-53 A RESOLUTION AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE CITY AND COUNTY OF BROOMFIELD, COLORADO AND PALISADE PARK NORTH METROPOLITAN DISTRICT NO. 2 (COMMERCIAL DISTRICT). WHEREAS, the City and County of Broomfield, State of Colorado (the "City and County"), is a political subdivision of the State, a body corporate and politic, a home-rule City and County pursuant to Article XX of the State Constitution and a city and county pursuant to Sections 10,11, 12 and 13 of Article XX of the State Constitution; and WHEREAS, pursuant to the provisions of Part 2 of Article 1 of Title 32, C.R.S., as amended, (the "Act"), no special district shall be organized if its boundaries are wholly contained within the boundaries of a municipality, except upon adoption of a resolution of approval by the governing body of the municipality; and WHEREAS, pursuant to the provisions of the Act, petitioners proposing the organization of Palisade Park North Metropolitan District No. 2 (Commercial District) (the "District") have submitted to the City and County a service plan (the "Service Plan") for the District; and WHEREAS, the District will be organized to provide for the financing, acquisition, construction, operation and maintenance of public improvements as shown on Exhibit D to the Service Plan and estimated costs of facilities (the "Public Improvements") serving the commercial portion of approximately 92.5 acres of the original 140 acre Seven 25 development now known as the Palisade Park North development (the "Development") being developed by UF Kevamra 725, LLC, or its successors or assigns (the "Developer") (the "Development"). The total area included in the District is approximately 92.5 acres; and WHEREAS, on February 4, 2016, the Board presented a petition and submitted to the City and County the Service Plan for the District in order to: (1) provide a Financial Plan incorporating updated development and build-out assumptions and resultant debt capacity; (2) to authorize debt in accordance with the capacity shown in the Financial Plan; (3) to establish the District's debt service mill levy cap at 50 mills to be competitive with other similarly situated metropolitan districts; and (4) to authorize limited operations functions, only to the extent not otherwise provided by another entity, including operation and maintenance of landscape, streetscape, drainage, parks and trails; and WHEREAS, the terms of the Service Plan require the District to enter into an Intergovernmental Agreement with the City and County to provide for dissolution of the District and to otherwise implement the provisions of the Service Plan; and WHEREAS, in accordance with the Service Plan, it is necessary to enter to an Intergovernmental Agreement as set forth therein and to acknowledge the District's authority to perform limited operations functions under; and -1-11(c) - Page 165

WHEREAS, the District has presented the Intergovernmental Agreement (the "Intergovernmental Agreement") with the City and County to provide for dissolution of the District and to otherwise implement the provisions of the Service Plan; and WHEREAS, it is necessary for the City and County to authorize the execution of the Intergovernmental Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY AND COUNTY OF BROOMFIELD, COLORADO: Section 1. That the Mayor or Mayor Pro Tem is authorized to sign and the City and County Clerk to attest, in form approved by the City and County Attorney, the Intergovernmental Agreement by and between the City and County of Broomfield and Palisade Park North Metropolitan District No. 2 (Commercial District) a copy of which is attached hereto as Exhibit A and incorporated herein by reference. Section 2. That the City and County Attorney and the City and County Manager are authorized to approve changes on behalf of the City and County of Broomfield to the Intergovernmental Agreement. Section 3. That this Resolution is effective upon its approval by the City Council. ADOPTED AND APPROVED this 22nd day of March, 2016. (SEAL) ATTEST CITY AND COUNTY OF BROOMFIELD, COLORADO Mayor City and County Clerk APPROVED AS TO FORM: Edward J. Walsh, Esq. -2-11(c) - Page 166

EXHIBIT A (INTERGOVERNMENTAL AGREEMENT TO FOLLOW ON NEXT PAGE) -3-11(c) - Page 167

INTERGOVERNMENTAL AGREEMENT This Intergovernmental Agreement ("Agreement") is made and entered into effective as of this day of, 2016, by and between PALISADE PARK NORTH METROPOLITAN DISTRICT NO. 2, a quasi-municipal corporation and political subdivision of the State of Colorado (the "District") and the CITY AND COUNTY OF BROOMFIELD, a Colorado city and county and municipal corporation ("Broomfield" or the "City and County") (collectively the "Parties"). RECITALS WHEREAS, Section 18(2)(a) of Article XIV of the Constitution of the State of Colorado provides that nothing therein shall be construed to prohibit the State or any of its political subdivisions from cooperating or contracting with one another to provide any function, service or facility lawfully authorized to each of the cooperating or contracting units, including the sharing of costs, the imposition of taxes, or the incurring of debt; and WHEREAS, Section 29-1-203, C.R.S., as amended, authorizes and enables governments of the State of Colorado to enter into cooperative agreements or contracts; and WHEREAS, the Service Plan for the District was approved by the City and County on, 2016 (the "Service Plan"); and WHEREAS, the District's Service Plan contemplates that the District will enter into an Intergovernmental Agreement with the City and County to address certain matters; and Plan. WHEREAS, the Parties desire to set forth their agreement contemplated by the Service NOW THEREFORE, in consideration of the mutual covenants and stipulations contained herein, the Parties hereby agree as follows: 1. Dissolution. As provided in Section VI of the Service Plan, the District hereby agrees that, at the request of the City and County, or if the Board of Directors of the District deems it to be in the best interests of the District that the District be dissolved, the District shall initiate and diligently pursue dissolution in accordance with Section 32-1-701, et seq., C.R.S., at such time as: (a) the City and County agrees to provide, or cause to be provided, substantially the same level of operations and maintenance of the District's facilities as the District has provided; (b) all of the proposed improvements and facilities contemplated in the Amended Service Plan have been constructed and conveyed to the City and County or other appropriate entity; and (c) all debt incurred for such facilities has been repaid or arrangement for repayment has been made. 2. Notice Pursuant to 32-1-207 (3), C.R.S. The District hereby agrees that it shall not publish, without receiving the written consent of the City and County, a notice under Section 32-1-207 (3), C.R.S. of its intent to undertake construction of any facility, the issuance of bonds or other financial obligation, the levy of taxes, the imposition of rates, fees, tolls and charges, or any other proposed activity of the District which requires that any action to enjoin such activity 11(c) - Page 168

as a material departure from the Amended Service Plan be brought within forty-five (45) days of such notice. 3. Construction of Improvements. The Parties acknowledge that as a consequence of the District's organization, the District has or may assume certain development obligations of UF Kevamra 725, LLC, or its successors or assigns (the "Developer") as set forth in a Subdivision Improvement Agreement ("SIA") between the City and County and the Developer. 4. Expansion of District Boundaries or Services. Except for services and facilities described in the Service Plan to be provided outside the District's boundaries or services and facilities described in any SIA, prior to expanding its boundaries or services outside the District boundaries, the District shall follow the notification procedure set forth in Section III of the Service Plan. The District shall not alter its boundaries by inclusion of additional real property outside of the Service Area in the District boundaries without first providing written notice to the City and County and to the City and County Manager and the City and County Attorney that it has received a petition requesting that additional property be included in the District boundaries, which petition shall be included in the written notice. After receipt of the notice and petition, the governing body of the City and County shall within forty-five (45) days receipt of such notice and petition: (a) adopt a resolution of approval authorizing the inclusion, or (b) the City and County acting through the City and County Manager and the City and County Attorney shall submit a written waiver of the City and County's right to require such resolution, or (c) the City and County acting through the City and County Manager and the City and County Attorney shall file a written objection to the inclusion, each action shall be in the City and County's sole discretion. Any resolution of approval so adopted or waiver shall be appended to the inclusion petition. 5. Ownership, Operation and Maintenance of Improvements. The property within the boundaries of the District is zoned for planned unit development. As provided in Section V of the District's Service Plan, it is anticipated that, following acceptance by the City and County, the City and County will own, operate and maintain the potable and non-potable water system, certain sanitary sewer improvements, television relay and translation improvements, and certain street improvements. Stormwater improvements will be owned either by the District or the City and County and may be maintained by the District or an owners association. Mosquito Protection Improvements will be maintained by an owners association or the District. Safety protection and transportation improvements will be owned, operated and maintained by the City and County, the Regional Transportation District, the Colorado Department of Transportation or other appropriate jurisdictions. Park and recreation improvements will be owned, operated and maintained by the City and County, or, to the extent not accepted for ownership, perpetual operation and maintenance by the City and County, park and recreation improvements may be owned, operated and maintained by the District or one or more homeowners or owners associations. Additionally, as further provided in Section V of the District's Service Plan, the City and County acknowledges that the District shall be authorized to perform operations and maintenance functions to the extent not otherwise provided by another entity, including ownership, operation and maintenance of street and safety protection, storm sewer, and park and recreation improvements. 6. Bonds. 2 11(c) - Page 169