ARAPAHOE COUNTY PLANNING COMMISSION PUBLIC HEARING 17, :30 P.M

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1 ARAPAHOE COUNTY PLANNING COMMISSION PUBLIC HEARING April 17, :30 P.M. SUBJECT: SD18-001, ILIFF AVENUE METRO DISTRICT SERVICE PLANS Jason Reynolds, Planner April 4, 2018 VICINITY MAP The site is located west of S Yosemite Street, extending with various properties towards S. Wabash Street, between E Iliff Avenue on the south and E Warren Avenue on the north. The site is in Commissioner District 4.

2 ADJACENT ZONING, SUBDIVISION, AND LAND USES: North - R-1 zoned residential and MU-PUD zoned industrial uses South - MU-PUD zoned residential in the Cherry Creek Country Club across E Iliff Avenue East - R-4 PUD zoned residential townhomes across S Yosemite Street West - R-1 and MU-PUD zoned commercial, office, and residential uses. PROPOSAL: The applicant s representative, Collins Cockrel & Cole P.C., and the owner Alpert Development, propose the establishment of a metropolitan district to serve the Iliff Avenue Townhomes and Highline Creek Estates developments. The metro district would serve about 189 residential units (68 attached single-family/townhomes and 121 single-family detached homes). This request provides for the financing, construction, and operation of the following public improvements: water, sanitary sewer and storm drainage, streets, traffic and safety controls, and park and recreation improvements. The District anticipates owning, operating and maintaining a public pool, clubhouse, and common areas and contracting with a homeowner association for the provision of services. The maximum amount of total debt obligation in aggregate is $7,500,000 (seven million five hundred thousand dollars). Any construction costs for public improvements in excess of the District's debt capacity will be contributed to the District by the developer. The proposed maximum mill levy for the debt service will be 50 mills, with an additional 10 mills possible for operations, maintenance, and administrative costs. RECOMMENDATIONS Staff: Staff recommends APPROVAL of the application, subject to conditions of approval. I. BACKGROUND The BOCC approved the Iliff Avenue Townhomes Final Development Plan (FDP) and Final Plat (FP) on August 2, 2016, and they also approved the Highline Creek Estates FDP and FP on March 20, The property owner of these two developments felt that he needed to have a metropolitan district in order to help finance the infrastructure and services for these two developments. II. DISCUSSION Staff review of this application included a comparison of the project to policies and goals outlined in the Comprehensive Plan, a review of pertinent State Statutes and zoning regulations, background activity, an analysis of referral comments, and other issues. 2

3 1. The Comprehensive Plan The Comprehensive Plan/Four Square Mile Sub-Area Plan designates this site as Mixed Use. The service plans will help provide infrastructure and services to the proposed Iliff Avenue Townhomes and Highline Creek Estates developments. 2. Ordinance Review/State Code Evaluation The County Land Development Code does not address service district issues, so staff evaluates such requests in accordance with provisions of Colorado Revised Statutes (C.R.S.). The statutory requirements include a statement of introduction and general overview, the stated need for the service district or amendment, including the powers of the district, and a specific description of facilities and improvements. The State Code gives the BOCC significant power whether or not to recommend approval of the creation of a quasi-governmental jurisdiction within its boundaries. The applicant has provided the stipulated information. Subsection (2) of the C.R.S. requires that the Board of County Commissioners shall DISAPPROVE an application for a service district unless satisfactory evidence is provided to the Board in response to the following four criteria. The applicant s responses are incorporated as part of the enclosed service plans. Following are Staff responses based on analysis of application SD18-001: 1. There is sufficient existing and projected need for organized service in the area to be serviced by the District; In order to provide sufficient infrastructure and services for the Iliff Avenue Townhomes and Highline Creek Estates developments, the proposed district appears to be necessary. Therefore there is a need for the proposed improvements and services for the proposed developments. 2. The existing service in the area to be served by the District is inadequate for present and projected needs; There are currently some services in the area of the proposed Iliff Avenue Townhomes and Highline Creek Estates developments. The existing services in the area are inadequate for the proposed developments and are therefore proposed to be provided through the new District. 3. The District is capable of providing economical and sufficient service to the area within its boundaries; The proposed service plan appears to be capable of providing sufficient future services to this area. 3

4 4. The area included in the proposed special district has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis; The applicant has provided information that appears to show that the district has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. The County hired Ehlers, Inc. to review the financial aspects of the service plan and Jim Harrington with Ehlers said that the service plan addressed previous comments. Subsection (2.5) of the C.R.S. requires that the Board of County Commissioners may DISAPPROVE an application for service district unless satisfactory evidence is provided to the Board in response to the following five criteria. The applicant s responses are incorporated as part of the enclosed service plans. Following are Staff responses based on analysis of application SD18-001: 1. Adequate service is not, and will not be, available to the area through Arapahoe County, or other existing municipal or quasi-municipal corporations, including existing special districts, within a reasonable time and on a comparable basis; Adequate service is not or does not appear to be available through Arapahoe County, or other existing municipal or quasi-municipal corporations, including existing special districts, within a reasonable time and on a comparable basis, as proposed by the Iliff Avenue Metropolitan District. 2. The facility and service standards of the District are compatible with the facility and service standards of Arapahoe County and for each municipality in which the District is located and for each municipality which is an interested party under subsection (1) of the C.R.S. The applicant has indicated that the facilities, infrastructure, and services will meet County standards. 3. The proposal is in substantial compliance with a master plan adopted pursuant to sub-section of the C.R.S. The service plan appears to be in compliance with the Arapahoe County Comprehensive Plan in that the Mixed Use designation of the Four Square Mile Subarea Plan provides for urban/suburban development. 4. The proposal is in compliance with any duly adopted county, regional, or state long-range water quality management plan for the area. Staff is not aware of a conflict with this provision. 5. The creation of the proposed special district will be in the best interest of the area proposed to be served. 4

5 Staff finds that the service plan appears to be in the best interest of those who will be served, based primarily on the need for infrastructure and services for the Iliff Avenue Townhomes and Highline Creek Estates development. Other Issues: County Financial Consultant: The County hired a financial consultant to review the Service Plans. The consultant initially raised a few issues to which the applicant s representative responded to them. Afterwards the consultant did not have any objection to the Service Plan. 3. Referral Comments Comments received as a result of the referral process are as follows: County Engineer - Engineering had several comments, which the applicant will address. County Mapping - Comments on the legal description, which the applicant will address. Cherry Creek Water and Sanitation District - No concerns. SEMSWA - SEMSWA had several comments about responsibility for stormwater improvements. The applicant will work with SEMSWA to adjust some of the service plan wording. Four Square Mile Area and Neighborhood Group - No responses. Arapahoe County Open Spaces - No response. Arapahoe County Assessor - No response. III. STAFF FINDINGS Staff has reviewed the plans and supporting documentation and the referral comments in response to this application. Based upon review of applicable policies and goals in the Comprehensive Plan, the development ordinances, C.R.S. criteria, and analysis of referral comments, our findings include: 1. C.R.S (2) requires that the Board of County Commissioners SHALL disapprove the service plan unless evidence satisfactory to the Board of each of the (criteria) is presented. The applicant appears to have provided sufficient documentation to support the district service plan in accordance with this Statute criteria. 2. There are existing and projected needs for infrastructure and organized services in the area of the proposed district. 5

6 3. The applicant appears to have provided sufficient documentation to support the proposed district service plan in accordance with C.R.S. criteria: (2.5) which states that the Board of County Commissioners MAY disapprove the service plan unless evidence satisfactory to the board of any of the other criteria, at the discretion of the board, is not presented. 4. Adequate service is not available through Arapahoe County or other special districts for the proposed development. 5. The proposed special districts appear to be in the best interest of those who will be served. 6. The applicant appears to have met the procedural requirements for the service plan and associated special district. IV. RECOMMENDATION Considering the findings and other information provided herein, staff recommends APPROVAL of Case No. SD18-001, Iliff Avenue Service Plan, subject to the following conditions of approval: 1. The applicant will make changes or modifications to the Service Plan as recommended by the Planning Division. 2. The applicant will address any internal or external referral comments. Staff recommendation for approval is based upon: The proposed use conforms to the criteria outlined in sub-section (2) and (2.5) of the Colorado Revised Statutes as long as the proposed developments are approved; and Staff Findings 1 through 6. V. DRAFT MOTIONS APPROVAL WITH CONDITIONS (consistent with Staff Recommendation): In the case of SD18-001, Iliff Avenue Metropolitan District Service Plan, I have reviewed the staff report, including all exhibits and attachments and have listened to the applicant s presentation and any public comment as presented at the hearing and hereby move to recommend approval of this application based on the findings in the staff report, subject to the following conditions: 1. The applicant will make changes or modifications to the Service Plan as recommended by the Planning Division. 2. The applicant will address any internal or external referral comments. 6

7 Alternate Motions: Any alternate motion must include new findings and conditions where those differ from the Staff-recommended findings and conditions. APPROVAL WITH CHANGES: In the case of SD18-001, Iliff Avenue Metropolitan District Service Plan, I have reviewed the staff report, including all exhibits and attachments and have listened to the applicant s presentation and any public comment as presented at the hearing and hereby move to recommend approval of this application based on the findings in the staff report, subject to the following amended conditions: 1. State any new or amended findings to support PC recommendation of Approval, With Changes. 2. State any new or amended conditions if the motion is for Approval, with Changes. DENIAL: In the case of SD18-001, Iliff Avenue Metropolitan District Service Plan, I have reviewed the staff report, including all exhibits and attachments and have listened to the applicant s presentation and the public comment as presented at the hearing and hereby move to recommend denial of this application based on the following findings: 1. State new findings in support of motion to recommend Denial. Attachments - Service Plan for the Iliff Avenue Metropolitan District - Referral Responses G:\DSIM\_Development Review\2018\SD Iliff Avenue Metro District - SP (JR & SL)\PC\SD Iliff Service Plan PC Report revised.docx 7

8 ILIFF AVENUE METROPOLITAN DISTRICT ARAPAHOE COUNTY COLORADO SERVICE PLAN Arapahoe County Case No. SD Prepared by: Collins Cockrel & Cole, PC 390 Union Blvd., Suite 400 Submitted: March 16, 2018 Denver, Colorado Resubmittal: April 2, 2018 { DOCX / 4 }

9 TABLE OF CONTENTS I. INTRODUCTION... 1 A. Overview... 1 B. Statutory Contents of Service Plan C. Modification of Service Plan D. Statutory Criteria... 4 II. PURPOSE AND INTENT OF THE DISTRICT... 5 A. Purpose and Intent B. Need for District C. General Powers Powers Regarding Services and Facilities a. Streets b. Traffic and Safety Controls c. Water d. Storm and Sanitary Sewer e. Parks and Recreation Miscellaneous Powers a. Legal Powers b. Other III. BOUNDARIES, POPULATION & VALUATION... 7 IV. DESCRIPTION OF IMPROVEMENTS AND FACILITIES... 8 A. Type of Improvements B. Description of Existing Conditions C. Anticipated Development D. Public Improvement Schedule E. Construction Standards F. Dedication of Improvements G. Ownership and Operation of Facilities by the District H. Acquisition of Land for Public Improvements I. Services to be Provided by Other Governmental Entities V. FINANCIAL PLAN...10 A. General B. Debt Issuance/Debt Limitation C. Identification of District Revenue/Mill Levy Cap D. Security for Debt E. Financial Plan F. Regional Improvements G. Services of District VI. ANNUAL REPORT...14 VII. VIII. LANDOWNERS PUBLIC IMPROVEMENTS...15 MODIFICATION OF SERVICE PLAN...15 { DOCX / 4 } i

10 X. RESOLUTION OF APPROVAL...15 XI. DISSOLUTION OF DISTRICT...15 XII. NOTICE OF ORGANIZATION...15 XIII. ENTITLEMENT TO FUNDS...15 XIV. MISCELLANEOUS...16 XV. STATUTORY REQUIREMENTS...16 { DOCX / 4 } ii

11 LIST OF EXHIBITS EXHIBIT A LEGAL DESCRIPTION EXHIBIT B BOUNDARY MAP EXHIBIT C VICINITY MAP EXHIBIT D DESCRIPTION OF FACILITIES AND COSTS EXHIBIT E FINANCIAL PLAN EXHIBIT F ARAPAHOE COUNTY RESOLUTION OF APPROVAL (to be added) { DOCX / 4 } iii

12 I. INTRODUCTION A. Overview ILIFF AVENUE METROPOLITAN DISTRICT SERVICE PLAN This Service Plan ( Service Plan ) is submitted pursuant to the Special District Control Act, , et seq., C.R.S., for the Iliff Avenue Metropolitan District (the "District"). The District will provide essential public improvements and services for a new residential community known as Highline Estates and Iliff Avenue Townhomes located entirely within unincorporated Arapahoe County ( Arapahoe County or the County ). This Service Plan addresses the improvements and services which are expected to be provided by the District. The District contains two subdivisions: (1) the Iliff Avenue Townhomes parcel containing approximately 3.5 acres of vacant land bounded on the south by East Iliff Avenue and adjacent to the Highline Estates parcel; and (2) the Highline Estates parcel containing approximately 8.6 acres bounded on the south by East Iliff Avenue, on the east by South Yosemite Street and on the north by East Warren Street, both as shown on the attached Boundary Map and Vicinity Map Exhibits. The Iliff Avenue District will consist of approximately 189 residential units - 68 attached single-family units and 121 single-family detached homes. The purpose of the District is to finance, design, construct, acquire and maintain public improvements for the Iliff Avenue developments. The majority of the public improvements will be dedicated to the County, Cherry Creek Valley Water and Sanitation District ( CCVWSD ), a homeowners association, or remain with the District. Improvements to be provided by the District shall be limited to the facilities and improvements described in Section II below, consisting of water, sanitary sewer and storm drainage, streets, traffic and safety controls, and park and recreation improvements. The District anticipates owning, operating and maintaining a public pool, clubhouse, and common areas and contracting with a homeowners association for the provision of services. Except as specified herein, the District will not construct or own any improvements, will not provide for any maintenance, repair, or operations of any improvements, and will not perform any services, without the consent of the County as evidenced by the prior written approval of the County. The combined total estimated cost of the public improvements for the District is Five Million Seven Hundred and Seventy-Two Thousand Six Hundred Forty Dollars ($5,772,640), { DOCX / 4 }

13 exclusive of organizational costs, interest on amounts borrowed from Organizer/Developer and other similar costs as well as the cost of debt issuances. The District anticipates the issuance of general obligation bonds or other form of debt, in the amount of approximately Six Million Two Hundred and Fifty Thousand Dollars ($6,250,000) in order to finance the public improvements. Construction costs for public improvements in excess of the District's debt capacity at the time of debt issuance will be contributed to the District by the Developer. The organizer of the District and developer of the project is Alpert Development, Inc., a Colorado corporation (the Organizer or Developer ). This Service Plan has been prepared by the Organizer and the following consultants: Organizer Alpert Development, Inc South Parker Road, Suite 200 Denver, CO (303) District Counsel Collins Cockrel & Cole, PC 390 Union Blvd, Suite 400 Denver, CO (303) Financial Advisor/District Accountant Simmons &Wheeler, P.C. 304 Inverness Way South, Suite 490 Englewood, CO (303) B. Statutory Contents of Service Plan. of this Service Plan; 1. A description of the proposed services can be found in Sections II and IV 2. A financial plan showing how the proposed services are to be financed can be found attached hereto as Exhibit E; 3. A preliminary engineering cost estimate survey showing the proposed services are to be provided can be found attached hereto as Exhibit D; { DOCX / 4 } -2-

14 4. A map of the District's boundaries can be found attached hereto as Exhibit B and an estimate of the population and valuation for assessment of the District can be found in Section III of this Service Plan; 5. A general description of facilities to be constructed and the standards of such construction, including a statement of how the facility and service standards of the District are compatible with facility and service standards of the County and of municipalities and special districts which are interested parties pursuant to (1), C.R.S. can be found in Section IV of this Service Plan; 6. A general description of the proposed indebtedness and estimated proposed maximum interest rates and discounts, and other major expenses related to the organization and initial operation of the District can be found in the Financing Plan attached hereto as Exhibit E; and 7. There are no proposed agreements with any political subdivision for the performance of any services between District and such other political subdivision. C. Modification of Service Plan. While the assumptions upon which this Service Plan is generally based are reflective of current zoning for the property within the District, the cost estimates and Financing Plan are sufficiently flexible to enable the District to provide the necessary services and facilities without the need for amendments to the Service Plan. Modification of the proposed configuration of improvements, scheduling of construction of such improvements, and the locations and dimensions of various facilities and improvements shall be permitted to accommodate development needs, provided such modifications are consistent with zoning for the property and approved through the County's land development procedures. Other types of modifications, and the procedures for their review and approval, are as specified herein. All improvements will be designed and constructed solely in accordance with the standards and specifications established by the County, and with the applicable standards and specifications of other governing public entities having jurisdiction, unless otherwise approved in advance and in writing by the County. Any material modifications to the Service Plan will be subject to the Service Plan amendment process, pursuant to (2), C.R.S. { DOCX / 4 } -3-

15 D. Statutory Criteria This Service Plan meets the review criteria set forth in (2) and (2.5), C.R.S.: 1. There is sufficient existing and projected need for organized service in the area to be serviced by the District. Iliff Avenue is an in-fill project generally surrounded by residential, commercial, religious and government use properties. The District will provide basic public infrastructure to service the Iliff Avenue projects and provide high quality amenities that will add value to the site and surrounding properties. 2. The existing service in the area to be served by the District is inadequate for present and projected needs. The current status of the property is undeveloped land. No other public entity is willing to construct and provide services to this project. It is cost prohibitive for the Developer to pass along the cost of public infrastructure, constructed to last for decades, to the first home buyers. 3. The District is capable of providing economical and sufficient service to the proposed development within its boundaries. The Capital Cost Estimate and Financial Plan attached hereto demonstrate the District's ability to finance, design, construct and acquire the necessary public infrastructure in an economical and timely fashion. E. The area to be included within the District does have and will have the financial ability to discharge the proposed indebtedness on a reasonable basis. The Financial Plan attached hereto utilizes a conservative approach to estimating the debt capacity of the District and allocates the cost of infrastructure over a reasonable time period for current and future property owners. F. Adequate service is not, or will not be, available to the area through the county or other existing municipal or quasi-municipal corporations, including existing special districts, within a reasonable time and on a comparable basis. The County and service districts listed in the Service Plan are not willing to extend services to this site. The Developer is required to install and dedicate public infrastructure. G. The facility and service standards of the special district are compatible with the facility and service standards of each county within which the special district is to be located and each municipality which is an interested party under Section (1). The facilities and services contemplated in this Service Plan will be designed, constructed, installed and maintained to the standards and requirements, and rules and regulations of Arapahoe County, CCVWSD, and SEMSWA, as applicable. { DOCX / 4 } -4-

16 H. The proposal is in substantial compliance with a master plan adopted pursuant to Section , C.R.S. This Service Plan is in substantial compliance with the Arapahoe County Comprehensive Plan and the Four Square Mile Sub-Area Plan. I. The proposal is in compliance with any duly adopted county, regional, or state longrange water quality management plan for the area. The facilities contemplated herein are in substantial compliance with Southeast Metro Stormwater Authority requirements, as the controlling jurisdictional entity. J. The creation of the special district will be in the best interests of the area to be served. The District is capable of providing public infrastructure in an economical and timely fashion for the Iliff Avenue projects. II. PURPOSE AND INTENT OF THE DISTRICT A. Purpose and Intent. The District will provide financing, acquisition and construction of certain essential publicpurpose facilities for the use and benefit of inhabitants and taxpayers within the boundaries of the District. The District acknowledges the need and its intent to cooperate with the County to serve and promote the health, safety, prosperity, security and general welfare of its inhabitants. The certified resolution of Arapahoe County Board of County Commissioners approving this Service Plan, required by , C.R.S., will be attached hereto and incorporated herein as Exhibit F. The approval of this Service Plan does not obligate the County to approve any zoning, subdivision, planning, building permit, or other land use matter for the owners of property in the District. B. Need for District. There is no other public entity willing and able to design, finance and construct the improvements needed for the project. The County does not consider it feasible or practicable to provide the services and facilities generally described herein. Formation of the District is necessary in order that the public improvements required for the project be provided in the most economic and efficient manner possible. C. General Powers. The proposed District will have the power and authority to provide the services and facilities generally described in this Service Plan. { DOCX / 4 } -5-

17 1. Powers Regarding Services and Facilities. The District shall have authority to finance, design, construct, acquire, install, relocate, operate and maintain the following services and facilities within and without its boundaries as necessary to serve the project: a. Streets. Streets, curbs, gutters, culverts, other drainage facilities, sidewalks, parking facilities, paving, lighting, grading, utility relocation necessitated by public rights-of-way, monumentation, signage, snow removal, streetscapes and related landscaping and irrigation improvements, together with all necessary, incidental and appurtenant facilities, equipment, land and easements and extensions of and improvements to such facilities. b. Traffic and Safety Controls. Traffic and safety protection facilities and services provided through traffic and safety controls and devices on streets including traffic signals and signage, striping, area identification signs, directional assistance, driver information signs, lighting, and related landscaping and irrigation improvements, together with all necessary, incidental and appurtenant facilities, equipment, land and easements, and extensions of and improvements to such facilities. c. Water. Water supply system improvements, including any associated water rights costs, storage facilities, transmission and distribution lines for domestic use, fire hydrants, meters, facilities, equipment, and related landscaping and irrigation improvements, together with all necessary, incidental and appurtenant facilities, equipment, land and easements, and extensions of and improvements to such facilities. d. Storm and Sanitary Sewer. Storm and sanitary sewer collection and transmission improvements, including storage facilities, collection mains and laterals, transmission lines, storm sewer, flood and surface drainage facilities and systems, and related landscaping and irrigation improvements, together with all necessary, incidental and appurtenant facilities, equipment, land and easements and extensions of and improvements to such facilities. e. Parks and Recreation. { DOCX / 4 } -6-

18 Public park, open space and recreation facilities or services, including a pool and club house, parks, bike paths, pedestrian ways, signage, monumentation, playground areas, public area landscaping and weed control, streetscaping, perimeter fencing, outdoor lighting, and related landscaping and irrigation improvements, together with all necessary, incidental and appurtenant facilities, equipment, land and easements, and extensions of and improvements to such facilities. 2. Miscellaneous Powers. The District shall have the following miscellaneous powers with respect to activities to be conducted pursuant to this Service Plan: a. Legal Powers. The powers of the District will be exercised by its Board of Directors to the extent necessary to provide the services contemplated in this Service Plan. The foregoing facilities, improvements, programs and services will be undertaken in accordance with, and pursuant to, the procedures and conditions contained in the Special District Act, , et seq., C.R.S., other applicable statutes and this Service Plan, as any or all of the same may be amended from time to time. However, the District shall not be authorized to undertake any eminent domain actions, pursuant to (4), C.R.S., without prior approval from the County. b. Other. In addition to the powers enumerated above, the Board of Directors of the District shall also have the authority to exercise all necessary and implied powers under Title 32, C.R.S. in the reasonable discretion of the Board of Directors of the District, subject to and in accordance with the powers and limitations described herein. III. BOUNDARIES, POPULATION & VALUATION The property included in the District is located entirely within unincorporated Arapahoe County and the District boundaries contain approximately acres of vacant land (the Property ). A legal description of the Property is attached as Exhibit A, a boundary map of the District is attached as Exhibit B, and a vicinity map of the District is attached as Exhibit C. The estimated residential population of the District at full build-out is approximately 525 people. The estimated assessed valuation of the District at full build-out is approximately $101,006,000, as shown in the Financial Plan, attached as Exhibit E. IV. DESCRIPTION OF IMPROVEMENTS AND FACILITIES { DOCX / 4 } -7-

19 A. Type of Improvements. The District will exercise the powers and authority described in Section II. The District plans to provide for the financing, design, construction, acquisition and installation of public facilities and improvements, as well as certain fees, as described in Exhibit D, the preliminary engineering and construction plans based on the construction standards of Arapahoe County, including the cost in current dollars of each improvement. Exhibit D is a preliminary list only and will be subject to modification and revision as engineering plans, financial factors, construction scheduling and costs may require. Improvements not specifically described herein shall be permitted as long as they are necessary and appurtenant to those improvements contemplated in the Service Plan and are within the District s financial ability and legal ability to provide such improvements. The District shall be permitted to exercise its statutory powers and authority and to undertake the activities provided for in this Service Plan, either directly, by contract or by intergovernmental agreement. Where appropriate, the District will contract with other public and/or private entities to undertake such functions. B. Description of Existing Conditions. The area is undeveloped and is not served with the facilities and/or services proposed to be provided by the District. Approval of this Service Plan shall not indicate implicitly or expressly that any land use application now on file, or filed in the future, will be approved by the County. C. Anticipated Development. The Organizer of the District anticipates build-out to occur within six years from the date of organization. The anticipated absorption schedule is shown in the Financial Plan, attached hereto as Exhibit E. D. Public Improvement Schedule. Construction of the public improvements is expected to commence in The Developer anticipates the completion of the construction of the improvements described in Exhibit D in E. Construction Standards. The District will ensure that the proposed improvements are designed and constructed in accordance with the applicable rules, regulations, ordinances, standards and specifications of Arapahoe County and/or other governmental entities having jurisdiction, including, without limitation, the County s zoning, subdivision and building codes. Prior to construction, the District { DOCX / 4 } -8-

20 will obtain approval of civil engineering plans and obtain permits for construction and installation of improvements from Arapahoe County or other jurisdiction as required. F. Dedication of Improvements. The District expects to dedicate certain public street, storm drainage, traffic and safety and landscaping improvements to Arapahoe County associated with East Iliff Avenue. Maintenance of landscaping within street right-of-way will be the responsibility of the property owner. Water and sanitary sewer improvements servicing the subdivisions will be dedicated to CCVWSD for ownership, operation and maintenance, pursuant to CCVWSD s Rules and Regulations and upon payment of all fees. Certain storm drainage improvements and appurtenances within the County s ROW will be conveyed to Arapahoe County upon completion of construction and installation. Certain street, landscaping, park and recreation and storm drainage improvements will remain with the District or be conveyed for operations and maintenance to a homeowners association formed for the project. All rights-of-way and easements necessary for the facilities generally described herein will be dedicated to the County, CCVWSD, the District, or to the homeowners association, as appropriate. Probationary acceptance letters are expected to be issued by the County and CCVWSD or other governmental entity that may require the public improvements to be warranted for a period of time after the date of initial acceptance. Arapahoe County, CCVWSD, or other governmental entity is thereafter anticipated to issue a final acceptance letter at the successful completion of the warranty period. With the discretion of the applicable jurisdiction, dedication may take place after the applicable warranty period. All dedications to the County shall be in accordance with County ordinances, resolutions, regulations and policies and the County shall not be required to accept any dedication which does not comply. G. Ownership and Operation of Facilities by the District. Except as otherwise provided in subsection F, above, the District shall not be authorized to own or operate facilities to be provided pursuant to this Service Plan, other than as necessary to permit the financing, construction thereof and fulfillment of any District warranty obligation, except upon approval by the County of an amendment to this Service Plan. { DOCX / 4 } -9-

21 H. Acquisition of Land for Public Improvements. The District agrees to acquire and/or cause the dedication of all land reasonably required by the County or other governmental entities for construction of the public improvements described in Exhibit D, including rights-of-way and easements. I. Services to be Provided by Other Governmental Entities. The Iliff Avenue developments are expected to receive fire protection services from South Metro Fire Protection District, water and sanitary sewer service from CCVWSD, police protection from Arapahoe County and certain storm drainage services from Arapahoe County. V. FINANCIAL PLAN A. General. The Financial Plan attached hereto illustrates how the proposed services and facilities may be financed and operated by the District. The Financial Plan demonstrates the issuance of debt and the anticipated repayment based on the projected development within the District s boundaries. As used in this Service Plan, the terms Bonds or Debt mean any bonds, notes, debentures, certificates, contracts, capital leases, or other multiple fiscal year financial obligations of the District. B. Debt Issuance/Debt Limitation. The provision of facilities by the District will be primarily financed by the issuance of Bonds secured by the ad valorem taxing authority of the District. The District anticipates the issuance of general obligation bonds or other form of debt in the amount of approximately Six Million Two Hundred and Fifty Thousand Dollars ($6,250,000) in 2019, as shown on the Financial Plan. Construction of necessary improvements may be undertaken by the Developer and may be acquired by the District upon completion at their reasonable cost. The Developer may also advance construction costs to the District and obtain reimbursement at a later date or from a subsequent issuance of Debt. As noted in the Financial Plan, the estimated cost of public infrastructure may exceed the bonding capacity of the District. Construction costs in excess of the District s bonding capacity will be identified as a capital contribution to the District by the Developer. The Service Plan debt limit is a limitation on the total cumulative Debt that the District may incur ( Debt Limit ). All Debt incurred by the District shall mature no later than 40 years from the date of issuance. The District s total Debt Limit shall be Seven Million Five Hundred { DOCX / 4 } -10-

22 Thousand Dollars ($7,500,000) inclusive of costs of issuance, organizational costs, inflation and similar costs. Debt which has been refunded shall not count against the Debt Limit. The Debt Limit shall not be increased unless approved by the County and as permitted by statute. The District shall not issue any Bonds which contain provisions permitting acceleration of the Debt upon default. Any amount of outstanding principal and/or accrued interest that remains unpaid upon the final maturity date of any Debt shall be deemed forever discharged. Subject to the restrictions set forth in this Section, the District will be authorized to fund any combination of the improvements depicted on Exhibit D. The combined total estimated cost of the public improvements is Five Million Three Hundred Seventy-Three Thousand Four Hundred Sixty-Six Dollars ($5,373,466), exclusive of organizational costs, interest on amounts borrowed from the Developer, and costs of issuance. The County shall not be responsible for assuming any of the costs of the public improvements funded by the District. The amount of debt authority to be presented for voter authorization is expected to exceed the amount of Bonds anticipated to be sold, or other Debt issued, as shown in the Financial Plan, to allow for the utilization of alternative financing mechanisms, unforeseen contingencies, increases in construction costs due to changed market conditions or inflation, expansion of the District s boundaries, and to cover all issuance costs. The District may increase or decrease the amount of Debt issued as necessary to accommodate the needs of the District, up to the District s Debt Limit, at the discretion of the Board of Directors and subject to the provisions of this Service Plan. Interest rates, discounts and any credit enhancements, if any, will be determined at the time the Bonds are sold. The maximum voted interest rate on District s bonds shall be 18% and the maximum underwriter s discount shall be 5% of bond principal. Refunding Bonds may be issued by the District to defease original issue Bonds in compliance with law. The figures contained herein for costs of infrastructure and operations do not constitute legal limits on the financial powers of the District; provided, however, that the District shall not be permitted to issue Bonds in excess of the Debt Limit which are not in compliance with the bond registration and issuance requirements of Colorado law. C. Identification of District Revenue/Mill Levy Cap. The District will have a mill levy assessed on all taxable property within its boundaries as the primary source of revenue for the repayment of debt service and for operations and maintenance. Although the mill levy may vary depending upon the elected Board of Directors { DOCX / 4 } -11-

23 decision to fund projects contemplated in this Service Plan, the District anticipates that the mill levy needed to support the District s Debt will be fifty (50) mills through the bond repayment period. The maximum debt service mill levy shall be fifty (50) mills, adjusted, as defined below. The District expects to impose an additional mill levy of approximately five (5) mills to fund its operations and maintenance expenses and administrative costs. The maximum operations mill levy is ten (10) mills, adjusted, as defined below. Should construction costs for public capital improvements exceed the District's debt capacity at the time of debt issuance, the Developer shall contribute such capital costs to the District. The Financial Plan assumes ad valorem property taxes, specific ownership taxes and development fees. In no event shall the District s debt service mill levy exceed the Mill Levy Cap, defined below. The Mill Levy Cap will be the maximum mill levy the District is permitted to impose for payment of Debt, determined as follows: The maximum mill levy the District can impose shall be fifty (50) mills (the Mill Levy Cap ), provided however, that in the event the method of calculating assessed valuation is changed after the date of the approval of this Service Plan, 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, are neither diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation shall be deemed to be a change in the method of calculating assessed valuation. Annual administrative, operational and maintenance expenses are estimated in the Financial Plan and anticipated to be paid through an operations mill levy and fees, as appropriate. The maximum mill levy the District can impose shall be ten (10) mills for operations; provided however, that in the event the method of calculating assessed valuation is changed after the date of the approval of this Service Plan, the operations mill levy limitation 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 { DOCX / 4 } -12-

24 revenues generated by the mill levy, as adjusted, are neither diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation shall be deemed to be a change in the method of calculating assessed valuation. The District expects to seek authority to repay the Developer eligible advances for operations and maintenance, provided such obligation shall be subordinate to the District s Debt sold for financing public improvements. D. Security for Debt. The District will not pledge any County funds or assets for security for Debt. The County shall not be held liable for any of the District s obligations as set forth in this Service Plan. E. Financial Plan. The Financial Plan attached as Exhibit E contains the following: 1. The Debt anticipated to be issued by the District; 2. The proposed sources of revenue and projected District expenses, as well as the assumptions upon which they are based, for at least a ten-year period from the date of organization of the District; 3. The dollar amount of any anticipated financing, including capitalized interest, costs of issuance, estimated rates and discounts, and any expenses related to the organization and initial operation of the District; 4. A detailed repayment plan covering the life of any financing, including the frequency and amounts expected to be collected from all sources; and 5. The amount of any reserve fund and the expected level of annual debt service coverage that will be maintained for any financing. F. Regional Improvements. The District does not intend to participate in the funding of any regional public infrastructure improvements. Any such funding shall require an amendment to this Service Plan. G. Services of District. The District will require sufficient operating funds to plan and cause the public improvements to be constructed and maintained. The costs are expected to include: legal, engineering, accounting and debt issuance costs, compliance with state reporting, election and other administrative requirements. As shown in the Financial Plan, the operating budget for the District is estimated to continue to be approximately Twenty Thousand Dollars ($20,000). { DOCX / 4 } -13-

25 Operations and maintenance expenses for the District may be reduced or eliminated in the event that a homeowners association undertakes some or all of the operations and maintenance obligations. A homeowners association is expected to operate and maintain the community pool and club house through a contractual arrangement with the District. VI. ANNUAL REPORT The District shall submit an annual report to Arapahoe County by May 1st for the preceding fiscal year, unless waived by the County. Such annual report includes information concerning the following matters: A. Boundary changes made or proposed; B. Intergovernmental Agreements entered into or proposed; C. Changes or proposed changes in the District's policies; D. Changes or proposed changes in the District's operations; E. Any changes in the financial status of the District including revenue projections, or operating costs; F. A summary of any litigation involving the District; G. Proposed construction plans for the year immediately following the year summarized in the annual report; H. Status of construction of public improvements; I. A list of all facilities and improvements constructed or acquired by the District, and, if they have been dedicated, the name of the entity to which they have been dedicated; J. The current budget of in the District; K. A schedule of all fees, charges, and assessments imposed in any report year and proposed to be imposed in the following year, and the revenues raised or proposed to be raised therefrom. The report shall be signed by the legal counsel for the District or may be signed by the President and attested by the Secretary of the District. The County, pursuant to (3)(c), C.R.S., will receive reports from the District beyond the mandatory five-year reporting period, until Debt is repaid or the District dissolves. In addition to the foregoing, the District shall cooperate with the County by providing prompt responses to all reasonable requests by the County for information, and the District shall permit the County to inspect all public improvement and facilities and all books and records of the District. { DOCX / 4 } -14-

26 VII. LANDOWNERS PUBLIC IMPROVEMENTS The creation of the District shall not relieve the Organizer, successors or assigns, of the obligation to construct public improvements required by any annexation, developer or other subdivision improvement agreement. VIII. MODIFICATION OF SERVICE PLAN The District will obtain the prior written approval of the County before making any material modifications to this Service Plan, including written notice to the County, pursuant to , C.R.S., of actions which the District believes are permitted but which may be unclear. Material modifications include modifications of a basic or essential nature as set forth in , C.R.S. IX. RESOLUTION OF APPROVAL The District will incorporate the Arapahoe County Board of County Commissioners Resolution Approving the Service Plan as Exhibit F. X. DISSOLUTION OF DISTRICT Subject to satisfaction of all applicable requirements set forth in , et seq., C.R.S., the District will dissolve when there are no financial obligations or bonds outstanding, or if all financial obligations and outstanding bonds are adequately provided for by means of escrow funds or securities meeting the investment requirements in Part 6 of Article 75 of Title 24, C.R.S., and if an adequate plan exists for continuation of ongoing services, if necessary. XI. NOTICE OF ORGANIZATION The Organizer of the District will take steps to ensure that the Developer of property located within the District provides written notice at the time of closing to purchasers of land regarding the existence of taxes and charges which may be imposed in connection with the District. The District has also recorded the Order of the District Court creating the District in the real property records of the Clerk and Recorder of Arapahoe County, Colorado, so that all future property owners within the District will have notice regarding the existence of the District. XIII. ENTITLEMENT TO FUNDS The District shall be prohibited from claiming entitlement to funds from the Conservation Trust Fund. The District shall not apply for any grants from Great Outdoors Colorado. { DOCX / 4 } -15-

27 XIV. MISCELLANEOUS The District shall not file a request with any Court to consolidate with another Title 32 district without the prior written consent of the County. Except for any minor alterations to the District s boundaries, the District shall not include within or exclude from its boundaries any property without the prior written consent of the County. XV. STATUTORY REQUIREMENTS It is submitted that this Service Plan for the Iliff Avenue Metropolitan District meets the requirements of the Special District Control Act, , et seq., C.R.S., the applicable requirements of the Colorado Constitution, and those of the County. It is further submitted that this Service Plan meets the criteria set forth in (2) and (2.5), C.R.S.: A. There is sufficient existing and projected need for organized service in the area to be serviced by the District. Iliff Avenue is an in-fill project generally surrounded by residential, commercial, government and religious use properties. The District will provide basic public infrastructure to service the projects and provide high quality amenities that will add value to the site and surrounding properties. B. The existing service in the area to be served by the District is inadequate for present and projected needs. The current status of the property is undeveloped land. No other public entity is willing to construct and provide services to this project. It is cost prohibitive for the Developer to pass along the costs of public infrastructure installed to function for decades to the first home buyers. C. The District is capable of providing economical and sufficient service to the proposed development within its boundaries. The Capital Cost Estimate and Financial Plan attached hereto demonstrate the District's ability to finance, design, construct and acquire the necessary public infrastructure in an economical and timely fashion for dedication to public entities. D. The area to be included within the District does have and will have the financial ability to discharge the proposed indebtedness on a reasonable basis. The Financial Plan attached hereto utilizes a conservative approach to estimating the debt capacity of the District. E. Adequate service is not, or will not be, available to the area through the county or other existing municipal or quasi-municipal corporations, including existing special districts, within a reasonable time and on a comparable basis. The County and service districts listed in the { DOCX / 4 } -16-

28 Service Plan are not willing to extend services to this site. The Developer is required to install and dedicate public infrastructure. F. The facility and service standards of the proposed special district are compatible with the facility and service standards of each county within which the proposed special district is to be located and each municipality which is an interested party under section (1). The facilities and services contemplated in this Service Plan will be designed, constructed, installed and maintained to the standards and requirements of Arapahoe County, CCVWSD, and SEMSWA, as applicable. G. The proposal is in substantial compliance with a master plan adopted pursuant to section , C.R.S. This Service Plan is in substantial compliance with the Arapahoe County Comprehensive Plan and the Four Square Mile Sub-Area Plan. H. The proposal is in compliance with any duly adopted county, regional, or state longrange water quality management plan for the area. The facilities contemplated in this Service Plan are in substantial compliance with Southeast Metro Stormwater Authority requirements, as the controlling jurisdictional entity. I. The creation of the proposed special district will be in the best interests of the area proposed to be served. The District is capable of providing public infrastructure in an economical and timely fashion for the East Iliff Avenue developments. Therefore, it is requested that Arapahoe County Board of County Commissioners, which has jurisdiction to approve the Service Plan by virtue of , C.R.S., adopt a resolution which recommends approval of this Service Plan for the District as submitted. { DOCX / 4 } -17-

29 EXHIBIT A LEGAL DESCRIPTION LOT 1, BLOCK 1 HIGHLINE CREEK ESTATES PLAT BK, PAGE RECORDED ON, 2018, AT RECEPTION NO. ARAPAHOE COUNTY, COLORADO and ILIFF AVENUE TOWNHOMES PLAT BK 519, PAGE 43 RECORDED ON FEBRUARY 27, 2018, AT RECEPTION NO. D ARAPAHOE COUNTY, COLORADO { DOCX / 4 }

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48 { DOCX / 4 } EXHIBIT F ARAPAHOE COUNTY RESOLUTION APPROVING SERVICE PLAN

49 COLLINS COCKREL & COLE A PROFESSIONAL CORPORATION PAUL R. COCKREL JAMES P. COLLINS ROBERT G. COLE TIMOTHY J. FLYNN EVAN D. ELA LINDA M. GLESNE DAVID A. GREHER KATHRYN G. WINN ATTORNEYS AT LAW 390 UNION BOULEVARD, SUITE 400 DENVER, COLORADO TELEPHONE: TOLL FREE: FACSIMILE: ASSOCIATES JOSEPH W. NORRIS ALLISON C. ULMER BART W. MILLER OF COUNSEL JOAN M. FRITSCHE MATTHEW P. RUHLAND jfritsche@cccfirm.com (303) April 2, 2018 VIA Mr. Jason Reynolds Arapahoe County Land Development Services Public Works and Development 6924 S. Lima Street Centennial, CO Re: Proposed Iliff Avenue Metropolitan District Dear Jason: This letter responds to the proposed Iliff Avenue Metropolitan District Service Plan referral comments, dated March 26 and March 30, 2018, from Arapahoe County Engineering Services; Cherry Creek Valley Water and Sanitation District; and SEMSWA. Referral comments are followed by District responses in italics. I. ARAPAHOE COUNTY ENGINEERING: 1. Please place the County case # of SD on the cover sheet. The County case # and resubmittal date of April 2, 2018 has been added to the cover sheet. 2. Overview section: the acreage for townhomes project is 3.5-ac and for single family homes is 8.6-ac. Please revise the section accordingly. Corrections made. 3. Page 9, section F: modify the statement to the storm drainage improvements and appurtenances within the County s ROW will be conveyed to Arapahoe County and SEMSWA. Revision made. { DOCX / }

50 COLLINS COCKREL & COLE Jason Reynolds April 2, 2018 Page 2 4. Page 20, section I: add the text of Arapahoe County at the end of the paragraph. Revision made. 5. Exhibit A: update legal description. The legal description has been updated to reflect the plat recording, anticipated to occur prior to Service Plan approval by the Board of County Commissioners. 6. Exhibit D: please verify the cost of storm drain system & the Iliff roadway improvements of the service plan with the SIA cost estimate for Townhomes project & the Single Family Homes project - the values do not match between the cost estimates. The cost estimates were prepared at different times and for different purposes. The Service Plan estimates are calculated with higher estimated costs and contingencies to allow for unanticipated expenses and acquisition delays, without causing a Service Plan amendment or additional TABOR election to authorize unanticipated costs. II. SEMSWA: 1. The public stormwater infrastructure and facilities are not to be dedicated to Arapahoe County or SEMSWA. They are to be owned and maintained by the district. Revisions made on pages 1, 9, and 10, as shown in the redlined Service Plan attached. 2. The Service Plan, does not mention any maintenance of the stormwater infrastructure or facilities. Per SEMSWA s understanding, the stormwater infrastructure and facilities are to be owned by Iliff Avenue Metropolitan District and are to be the owner s maintenance responsibility. SEMSWA will not own or be responsible for the maintenance of these facilities. Revisions made on pages 1, 9, and 10, as shown in the redlined Service Plan attached. III. CCVWSD: 1. Water and sewer service is available subject to payment of all fees and compliance with the District s (Cherry Creek Valley Water and Sanitation District CCVWSD) rules and regulations. All water and sewer main easements will be controlled by CCVWSD. Water and sewer mains, meters and hydrants will be conveyed to CCVWSD pursuant to the CCVWSD s rules and regulations. Requested language existing or added on pages 1, 4, 8, and 9 as shown in the redlined Service Plan attached. { DOCX / }

51 COLLINS COCKREL & COLE Jason Reynolds April 2, 2018 Page 3 I believe this letter addresses all of the Service Plan referral comments submitted. A revised clean and a compare/redlined version of the Service Plan are attached, dated April 2, Please contact me with any questions you may have. Sincerely, Joan M. Fritsche JMF/ Enclosures cc: Terri Maulik, Planner Scott Alpert, Alpert Development, Inc. { DOCX / }

52 March 26, 2018 Collins Cockrel & Cole, PC 390 Union Blvd., Suite 400 Denver, CO Re: SD Iliff Avenue Metropolitan District Service Plan Arapahoe County Public Works and Development is in receipt of your submittal for Iliff Avenue Metropolitan District Service Plan. Engineering Serves Staff has completed a preliminary review of the Plan and has the following comments: Service Plan 1. Please place the County case # of SD on the cover sheet. 2. Overview section: the acreage for townhomes project is 3.5-ac and for single family homes is 8.6-ac. Please revise the section accordingly. 3. Page 9, section F: modify the statement to the storm drainage improvements and appurtenance within the County s ROW will be conveyed to Arapahoe County and SEMSWA. 4. Page 20, section I: add the text of Arapahoe County at the end of the paragraph. 5. Exhibit D: please verify the cost of storm drain system & the Iliff roadway improvements of the service plan with the SIA cost estimate for Townhomes project & the Single Family Homes project - the values do not match between the cost estimates.. In addition to the comments listed, Staff has included redlined plans illustrating clarification to comments included within this letter and other minor comments to be addressed. Please confirm that all redlines are addressed. Include a response to comments with resubmittal. Sincerely, Sue Liu, P.E. Engineering Services Division

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54 7437 South Fairplay Street Centennial, CO March 30, 2018 Mr. Jason Reynolds Arapahoe County Land Development Services Public Works and Development 6924 S Lima Street Centennial, Colorado RE: Iliff Avenue Metropolitan District Service Plan SEMSWA Case No. DPR , County Case No. SD Dear Mr. Reynolds, Thank you for your referral request to the Southeast Metro Stormwater Authority (SEMSWA) regarding the Iliff Avenue Metropolitan District Service Plan. SEMSWA appreciates the opportunity to review the Metropolitan District Service Plan and offers the following comments: 1. The public stormwater infrastructure and facilities are not to be dedicated to Arapahoe County or SEMSWA. They are to be owned and maintained by the district. 2. The Service Plan, does not mention any maintenance of the stormwater infrastructure or facilities. Per SEMSWA s understanding, the stormwater infrastructure and facilities are to be owned by Iliff Avenue Metropolitan District and are to be the owner s maintenance responsibility. SEMSWA will not own or be responsible for the maintenance of these facilities. Thank you for the opportunity to review and comment on this application. We look forward to continued coordination on this project. Please feel free to contact me if you have any questions. Sincerely, Tarah Hamlyn, PE, CFM Land Development Engineer cc: John McCarty, P.E., PWLF, Executive Director, SEMSWA Paul Danley, P.E., Director, Engineering & Construction Division, SEMSWA Dan Olsen, Director, Maintenance & Inspection Division, SEMSWA Carrie Newton, Business Support Specialist, SEMSWA Case File 7437 South Fairplay Street, Centennial, CO Phone: Fax: