AGENDA

Aurora Urban Renewal AuthorityRegular Meeting

October 25, 2021

6:10 pmVIRTUAL MEETING

City of Aurora, Colorado15151 E Alameda Parkway

Pages

1. Call to Order

2. Roll Call

3. Approval of Minutes

4. Bills and Communications

4.a. Legacy Cooperative Agreement 1

AURA R2021-09 A RESOLUTION OF THE BOARD OF COMMISSIONERSOF THE AURORA URBAN RENEWAL AUTHORITY APPROVING THECOOPERATION AGREEMENT BETWEEN THE AURORA BOARD OFEDUCATION FOR THE AURORA PUBLIC SCHOOL DISTRICT 28 J ANDTHE AURORA URBAN RENEWAL AUTHORITY REGARDINGREDEVELOPMENT IN THE FITZSIMONS BOUNDARY AREA II URBANRENEWAL AREA

Jennifer Orozco, Sr. Development Project Manager / Christine McKenney,Client Group Manager, City Attorney’s Office

Estimated time: 10 minutes

4.b. Cooperation Agreement with Aurora Public Schools for redevelopment in TaxIncrement Area 2 of the Havana North Urban Renewal Area

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AURA R2021-10 A RESOLUTION OF THE BOARD OF COMMISSIONERSOF THE AURORA URBAN RENEWAL AUTHORITY APPROVING THECOOPERATION AGREEMENT BETWEEN THE AURORA BOARD OFEDUCATION FOR THE AURORA PUBLIC SCHOOL DISTRICT 28 J ANDTHE AURORA URBAN RENEWAL AUTHORITY REGARDINGREDEVELOPMENT IN THE HAVANA NORTH URBAN RENEWAL AREA

Philip Nachbar, Project Manager, Planning & Development Services / ChristineMcKenney, Client Group Manager, City Attorney’s Office

Estimated time: 10 minutes

5. Adjournment

CITY OF AURORA Aurora Urban Renewal Authority (AURA)

Item Title: Approval of a Cooperation Agreement with Aurora Public Schools for the Tax Increment Financing (TIF) Area 3 of the Fitzsimons Boundary Area II Urban Renewal Area (URA)

Item Initiator: Andrea Amonick, Development Services/AURA Manager

Staff Source: Jennifer Orozco, Sr. Development Project Manager

Legal Source: Christine McKenney, Client Group Manager, City Attorney’s Office

Outside Speaker: N/A

ACTIONS(S) PROPOSED (Check all appropriate actions)

☒ Approve Item as proposed at Regular Meeting ☐ Information Only

PREVIOUS ACTIONS OR REVIEWS:

Previous Meeting Discussion Date: 3/4/2019

HISTORY The Fitzsimons Boundary Area II Urban Renewal Area (URA) is a 69-acre plan area, located south of E. Colfax Avenue and across the street from the Anschutz Medical Campus. The URA was adopted in 2014 by the Aurora City Council, after it was removed from the greater Fitzsimons Urban Renewal Area. Four separate Tax Increment Financing (TIF) areas were established with the approval of the Fitzsimons Boundary Area II Urban Renewal Plan,

including TIF Area 3, which is the site of the Legacy at Fitzsimons project and the subject of the attached Cooperation Agreement.

In 2019 the AURA Board approved a Redevelopment Agreement with Legacy Partners to provide $5.7 million (then present value) in TIF support for the construction of Legacy at Fitzsimons Village. The project, now under construction, is a 363 unit, five-story rental project constructed on 4.5 acres north and east of the Hyatt Hotel and Conference Center. The project includes traditional apartments, as well as three-story rental townhomes,

providing an interesting variety of unit sizes and types. A five-level structured parking garage joins the project’s two residential buildings together. TIF support was intended to mitigate development difficulties related to the oddly shaped site, the City requirement to maintain E. 14th Place as open for traffic circulation and emergency access through to Victor Street, as well as the City Code requirement of a 75-foot building height setback along Victor Street, creating difficulty for achieving density.

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ITEM SUMMARY (Brief description of item, discussion, key points, recommendations, etc.)

As part of a 1983 court order, AURA has worked cooperatively with the Aurora Public Schools (APS) to provide set aside funding for district services whenever AURA grants an incentive under urban renewal. These Cooperation Agreements are discussed at the time of the incentive and are generally brought forward to AURA for approval as

the project is constructed. AURA Staff met with APS Staff on August 10, 2018, after receiving direction from the AURA Board to proceed with recommended incentive terms towards the negotiation of a redevelopment agreement. APS Staff concurred with

Staff’s recommendations for a 20% share back to APS of their mils. A report outlining the outcome of the discussion was finalized by staff in September 2019.

QUESTIONS FOR COMMISSION

Does AURA wish to approve the Cooperation Agreement with Aurora Public Schools for TIF Area 3 of the Fitzsimons Boundary Area II Urban Renewal Area?

LEGAL COMMENTS

The Aurora Urban Renewal Authority (AURA) has the power to undertake urban renewal projects and to make and execute any and all contracts and other instruments which it may deem necessary or convenient to the exercise of this power. § 31-25-105(1)(b), C.R.S.

PUBLIC FINANCIAL IMPACT

☒ YES ☐ NO

If yes, explain: Approval of the Cooperation Agreement would allow for the direct pass-through of 20% of the APS mill levy.

PRIVATE FISCAL IMPACT

☒ Not Applicable ☐ Significant ☐ Nominal

If Significant or Nominal, explain: N/A

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AURA RESOLUTION NO. 2021-____

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE AURORA

URBAN RENEWAL AUTHORITY APPROVING THE COOPERATION

AGREEMENT BETWEEN THE AURORA BOARD OF EDUCATION FOR

THE AURORA PUBLIC SCHOOL DISTRICT 28 J AND THE AURORA

URBAN RENEWAL AUTHORITY REGARDING REDEVELOPMENT IN

THE FITZSIMONS BOUNDARY AREA II URBAN RENEWAL AREA

WHEREAS, the Aurora Urban Renewal Authority (“AURA”) has been duly organized

and is validly existing as a Colorado urban renewal authority in the City of Aurora, Colorado (the

“City”), under Part 1 of Article 25 of Title 31, C.R.S.

WHEREAS, the Aurora Urban Renewal Authority is a body corporate and has been duly

created, organized, established and authorized to transact business and exercise its powers as an

urban renewal authority within the City under Part 1 of Article 25 of Title 31 C.R.S.; and

WHEREAS, as a result, the Authority has the power to undertake projects and a

ctivities benefiting properties within designated urban renewal plan areas in accordance with the

Plan and Urban Renewal Law to finance such projects and activities by the utilization of pledged

tax revenues; and

WHEREAS, on February 10, 2014, Council Resolution No. 2014-14 was approved

declaring Fitzsimons Boundary Area II Urban Renewal Area (the “Area”) a blighted area,

designating the Area as appropriate for urban renewal, adopting the Fitzsimons Boundary Area II

Urban Renewal Plan (“Plan") for redevelopment of the Area, and creating Tax Increment

Financing (TIF) Areas; and

WHEREAS, Sections 29-1-203 and 31-25-112, C.R.S., further authorizes and enables the

Authority to enter into cooperative agreements contracts with other governments; and

WHEREAS, the District currently collects property taxes from properties within the Plan

Area; and

WHEREAS, the Parties acknowledge and agree that the District provides services and

facilities that benefit residents within the Area; and

WHEREAS, the Authority finds that it is necessary and appropriate to allocate Property

Tax Increment to the District for the purpose of facilitating the provision of such services and

facilities; and

WHEREAS, the Parties desire to enter into this Agreement setting forth their Intent to cooperate

with regard to the allocation of the District Property Tax Increment.

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NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF

COMMISSIONERS OF THE AURORA URBAN RENEWAL AUTHORITY:

Section 1. The Board hereby authorizes the Chairperson, Urban Renewal Manager

and/or Executive Director of the Authority to execute and deliver the Cooperation Agreement

between the Aurora Urban Renewal and in the form filed with the Urban Renewal Manager and

presented at this meeting, with such technical additions, deletions, and variations as legal counsel

to the Authority may deem necessary or appropriate and not inconsistent with this Resolution.

Section 2. All resolutions or parts of resolutions of the Aurora Urban Renewal

Authority in conflict herewith are expressly rescinded.

RESOLVED AND PASSED this __________ day of _________________________,

2021.

____________________________________

MIKE COFFMAN, Chairperson

ATTEST:

____________________________________

JAMES TWOMBLEY, Executive Director/Secretary

APPROVED AS TO FORM:

___________________________________________

CHRISTINE MCKENNEY, Authority Attorney

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COOPERATION AGREEMENT BETWEEN THE AURORA PUBLIC SCHOOLS AND THE AURORA

URBAN RENEWAL AUTHORITY REGARDING REDEVELOPMENT IN TAX INCREMENT FINANCING

AREA 3 OF THE FITZSIMONS BOUNDARY AREA II URBAN RENEWAL AREA

THIS COOPERATION AGREEMENT is made and entered into as of the __________day of

__________ 2021, by and between the AURORA URBAN RENEWAL AUTHORITY, a body corporate

and politic of the State of Colorado, and existing pursuant to the Urban Renewal Law of the State

of Colorado, and the Aurora Public School Joint School District 28 J, acting by and through the

Aurora Public Schools Board of Education of the Counties of Adams and Arapahoe, also known

as Aurora Public Schools (the “District”). The Authority and the District may be referred to herein

each as “Party” or collectively as “Parties.”

WHEREAS, the Aurora Urban Renewal Authority is a body corporate and has been duly created,

organized, established and authorized to transact business and exercise its powers as an urban

renewal authority within the City under Part 1 of Article 25 of Title 31 C.R.S.; and

WHEREAS, as a result, the Authority has the power to undertake projects and activities benefiting

properties within designated urban renewal plan areas in accordance with the Plan and Urban

Renewal Law to finance such projects and activities by the utilization of pledged tax revenues;

and

WHEREAS, on February 10, 2014, Council Resolution No. 2014-14 was approved declaring

Fitzsimons Boundary Area II Urban Renewal Area (the “Area”) a blighted area, designating the

Area as appropriate for urban renewal, adopting the Fitzsimons Boundary Area II Urban Renewal

Plan (“Plan") for redevelopment of the Area, and creating Tax Increment Financing (TIF) Areas;

and

WHEREAS, Sections 29-1-203 and 31-25-112, C.R.S., further authorizes and enables the Authority

to enter into cooperative agreements contracts with other governments; and

WHEREAS, the District currently collects property taxes from properties within the Plan Area; and

WHEREAS, the Parties acknowledge and agree that the District provides services and facilities

that benefit residents within the Area; and

WHEREAS, the Authority finds that it is necessary and appropriate to allocate Property Tax

Increment to the District for the purpose of facilitating the provision of such services and

facilities; and

WHEREAS, the Parties desire to enter into this Agreement setting forth their Intent to cooperate

with regard to the allocation of the District Property Tax Increment.

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NOW THEREFORE, In consideration of the mutual covenants, agreements, and provisions herein

contained, and other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Parties hereby agree as follows:

1. Definitions. In this Agreement, the following terms shall have the following meanings unless a

different meaning clearly appears from the context:

“Agreement” means this Agreement, as it may be amended or supplemented in writing.

References to sections or exhibits are to this Agreement unless otherwise qualified. The Parties

agree that this Agreement is intended to set forth the general terms of the Authority's allocation

of a portion of District Property Tax Increment back to the District.

“District” means the Aurora Public School District, a quasi-municipal corporation and political

subdivision of the State of Colorado, and any permitted successors and assigns.

“District Property Tax Increment” means all revenues produced by the total mill levy imposed by

the District upon the valuation for assessment of taxable properties in TIF Area 3 in excess of the

District Property Tax Base that are received by the Authority since April 24, 2019, the effective

date of the Redevelopment Agreement for the Project. (See Exhibit 1 for TIF Area boundaries.)

“Effective Date” means the latest date upon which this Agreement has been adopted, approved

and fully executed by the Authority and the District.

“Effective Date of Adoption of the Plan” means the date of approval of the Plan establishing the

TIF Area (February 10, 2014).

“Initial Payment Date” means forty-five (45) days after the date of execution of this Agreement.

“Project” means Legacy at Fitzsimons, a 363-unit multi-family transit-oriented housing

development, consistent with development described in the Plan.

“Succeeding Payment Dates” means January 31st in each year following the Initial Payment Date

throughout the Term.

“Term” means the term of this Agreement, which shall be the period commencing on the

Effective Date and terminating on the earlier of January 31st of the calendar year, two years

following the year in which shall occur: (i) an event of termination as set forth in Paragraph 3 of

this Agreement, or (ii) the twenty-five (25)-year anniversary of the Effective Date of Adoption of

the Plan.

2. Payments to District. Commencing on the Initial Payment Date and on each Succeeding

Payment Date thereafter, the Authority agrees to pay to the District, as a baseline, an amount

equal to twenty percent (20%) of the District's Property Tax Increment for TIF Area 3, as shown

in Exhibit 1, attached. The Authority shall calculate such amount from the District’s portion of

property tax increment received by the Authority from the County for the Tax Increment Area.

Such payments shall be made by check or wire transfer to the District.

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3. Termination Event. At any time prior to the twenty-five (25)-year anniversary of the Effective

Date of Adoption of the Plan, the Authority may terminate this Agreement by delivering written

notice to the School District of the adoption by the City of a resolution either (i) terminating the

Plan in its entirety, or (ii) amending the Plan by the removal of the Tax Increment Provision.

4. Payments Limited to Increment Actually Received. The Authority shall, in no event, be required

to pay to the District any greater amount than that portion of the District Property Tax Increment

actually received by the Authority, which the Authority has agreed to pay to the District

hereunder. Nothing in this Agreement shall be construed so as to give the District any right in

and to any other revenues of the Authority.

5. Books and Accounts; Inspection of Records. During the Term, the Authority will keep proper

and current books and accounts in which complete and accurate entries shall be made of the

District Property Tax Increment received by the Authority, the amounts deposited into and paid

out to the District from the District Property Tax Increment, and such other calculations as may

be necessitated by this Agreement. All books, records and reports (except those allowed or

required by applicable law to be kept confidential) in the possession of the Authority relating to

the Plan Area and the District Property Tax Increment shall, at all reasonable times and upon

reasonable notice, be open to Inspection by the District and by such accountants or other agents

as the District may from time to time designate.

6. Event of Default; Remedies. If any payment is not made or any other material condition,

obligation or duty is not performed in a timely manner by either Party, the other Party may

exercise any and all rights available at law or In equity to protect and enforce Its rights under the

Agreement, including, without limitation, an action for actual damages (but not special,

consequential or punitive damages), injunctive or similar relief that is available at law or In equity,

including specific performance, or an action In mandamus. The Parties agree that each Party shall

be responsible for its own costs and fees, including attorney’s fees, associated with any such legal

action.

7. Authority's Right to Incremental Tax Revenues. The District waives any right to contest in any

manner the validity of the Plan or any of the provisions of the Plan, including, without limitation,

the Tax Increment Provision, and the exercise of the Authority of its power to undertake and

finance urban renewal projects and activities in furtherance of the Plan by the utilization of

Incremental tax revenues.

8. Amendments. This Agreement may be modified, amended, or changed, in whole or in part,

only by an agreement in writing duly authorized and executed by the Parties with the same

formality as this Agreement.

9. Waiver. The waiver of any breach of any provision of this Agreement by any Party shall not

constitute a continuing waiver of any subsequent breach of such Party, for either breach of the

same or any other provision of this Agreement.

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10. Delay or Omission; No Waiver. No delay or omission of any Party to exercise any right or

power accruing upon any event of default hereunder shall exhaust or impair any such right or

power or shall be construed to be a waiver of any such event of default, or acquiescence therein;

and every power and remedy given by this Agreement may be exercised from time to time and

as often as may be deemed expedient.

11. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with

respect to the subject matter hereof and replaces in their entirety any prior Agreements,

understandings, warranties, or representations between the Parties on the matters specifically

covered in this Agreement. No Party hereto has relied upon any fact or representation not

expressly set forth herein.

12. Governing Law; Venue. This Agreement and its application shall be interpreted and enforced

in accordance with the laws of the State of Colorado. The Parties agree that venue for any

litigated disputes regarding this Agreement shall be the District Court in and for Arapahoe

County, Colorado.

13. Notices. All notices, certificates, reports or other communications hereunder shall be

deemed given when personally delivered, or after the lapse of five (5) business days following

their mailing by registered or certified mall, return receipt requested, postage prepaid, addressed

as follows:

To the Authority: Aurora Urban Renewal Authority

15151 East Alameda Parkway, Suite 2300

Aurora, CO 80012

Attention: AURA Manager

With a copy to: Authority Counsel

To the District: Aurora Public Schools

Joshua Hensley

Planning Department

Educational Services Center 1

15701 1st Avenue

Aurora, Colorado 80011

Either Party may designate a different notice address by written notice to the other Party

delivered in accordance with this paragraph.

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Exhibit 1: Fitzsimons Boundary Area II Urban Renewal Area and TIF Areas

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CITY OF AURORA Aurora Urban Renewal Authority (AURA)

Item Title: Approval of Cooperation Agreement with Aurora Public Schools for redevelopment in Tax Increment Area 2 of the Havana North Urban Renewal Area

Item Initiator: Philip Nachbar, Project Manager, Planning & Development Services

Staff Source: Philip Nachbar, Project Manager, Planning & Development Services

Legal Source: Christine McKenney, Manager of Client Services

Outside Speaker: NA

MEETING DATES: Regular Meeting: 10/25/2021

ITEM DETAILS:

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE AURORA URBAN RENEWAL AUTHORITY

APPROVING THE COOPERATION AGREEMENT BETWEEN THE AURORA BOARD OF EDUCATION FOR THE

AURORA PUBLIC SCHOOL DISTRICT 28 J AND THE AURORA URBAN RENEWAL AUTHORITY REGARDING

REDEVELOPMENT IN THE HAVANA NORTH URBAN RENEWAL AREA

ACTIONS(S) PROPOSED (Check all appropriate actions)

☒ Approve Item as proposed at Regular Meeting ☐ Information Only

PREVIOUS ACTIONS OR REVIEWS:

Previous Meeting Discussion Date: 8/14/2019

HISTORY On August 14, 2019, a Public Finance and Redevelopment Agreement (PFRA) for the Argenta redevelopment

project, became effective, between the Aurora Urban Renewal Authority (AURA), Argenta LLC., and the 3rd and the Havana Metropolitan District, for a tax increment incentive (TIF) of up to $12 million dollars. The Argenta Redevelopment project is located at E. 3rd Avenue and North Havana Street (see attached North Havana TIF 2 map), within the northern portion of the Havana Business Improvement District (Havana BID). The project is the result of a lengthy, multi-year process involving the purchase and later, sale, of the 10.31 acre “Fan

Fare site”, a public visioning and RFP process, and the selection of a developer/plan for the site. The project is a $100M, mixed-use development offering denser for sale residential development (86 townhomes and 150 condominiums), approximately 20,000 square feet of retail fronting N. Havana Street, and a 14,000 SF mixed-use commercial building, all surrounding a central 20,000 square foot park area, designed to accommodate a variety of events and be inclusive to the surrounding neighborhoods.

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Process: Joint Resolution and Agreement No. R83-23 between the city, the Aurora Urban Renewal Authority (AURA), and Aurora 28J Board of Education (APS), set forth a process and parameters for the discussion of the use of tax

increment financing in support of urban renewal projects. The process, in part, provided for the convening of a Task Group comprised of three representatives from both the City and District, and a seventh “independent”

member represented by the Aurora Chamber of Commerce to make a collective decision. APS staff agreed to waive the convening of the Task Group and met with City staff on June 23, 2017, to discuss the proposal relative to TIF assistance for the Argenta (Fan Fare) project. Based on terms negotiated with the Developer, the City proposed to provide the District 20% of the TIF generated from the District’s Mills and the APS Board was amenable to the proposal.

The Cooperative Agreement for the Argenta project occurred under the former process, defined by Joint Resolution No. R83-23, due to the fact that TIF Area 2 of the Havana North Urban Renewal area was created prior to the passing of the H.B. 1348 State urban renewal law, which went into effect in 2016.

ITEM SUMMARY (Brief description of item, discussion, key points, recommendations, etc.)

The attached Cooperation Agreement provides for AURA to return to APS, 20% of the revenue generated from the APS portion of property tax increment generated, associated with the APS mil levy. The Cooperative Agreement was reviewed by the Aurora Public Schools board and approved.

QUESTIONS FOR COMMISSION

Does the AURA Board wish to approve the Cooperation Agreement with Aurora Public Schools for the redevelopment associated with TIF Area 2 of the Havana North Urban Renewal Area?

LEGAL COMMENTS

The Aurora Urban Renewal Authority (AURA) has the power to undertake urban renewal projects and

to make and execute any and all contracts and other instruments which it may deem necessary or

convenient to the exercise of this power. § 31-25-105(1)(b), C.R.S.

PUBLIC FINANCIAL IMPACT

☐ YES ☒ NO

If yes, explain:

PRIVATE FISCAL IMPACT

☒ Not Applicable ☐ Significant ☐ Nominal

If Significant or Nominal, explain: NA

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COOPERATION AGREEMENT BETWEEN THE AURORA PUBLIC SCHOOLS AND THE AURORA URBAN

RENEWAL AUTHORITY REGARDING REDEVELOPMENT IN TAX INCREMENT FINANCING AREA 2 OF

THE HAVANA NORTH URBAN RENEWAL AREA

THIS COOPERATION AGREEMENT is made and entered into as of the __________day of

__________ 2021, by and between the AURORA URBAN RENEWAL AUTHORITY, a body corporate

and politic of the State of Colorado, and existing pursuant to the Urban Renewal Law of the State

of Colorado, and the Aurora Public School Joint School District 28 J, acting by and through the

Aurora Public Schools Board of Education of the Counties of Adams and Arapahoe, also known

as Aurora Public Schools (the “District”). The Authority and the District may be referred to herein

each as “Party” or collectively as “Parties.”

WHEREAS, the Aurora Urban Renewal Authority is a body corporate and has been duly created,

organized, established and authorized to transact business and exercise its powers as an urban

renewal authority within the City under Part 1 of Article 25 of Title 31 C.R.S.; and

WHEREAS, as a result, the Authority has the power to undertake projects and activities benefiting

properties within designated urban renewal plan areas in accordance with the Plan and Urban

Renewal Law to finance such projects and activities by the utilization of pledged tax revenues;

and

WHEREAS, on February 14, 2011, City Council Resolution No. R2011-02, was approved, adopting

the Havana North Urban Renewal Plan (“Plan”) and by City Council Resolution No. R2015- 114,

Council approved the re-confirmation of blight and substantially modified the Havana North

Urban Renewal Plan ("Plan"), creating Tax Increment Finance Area 2 (TIF Area 2), for the Argenta

Project on November 23, 2015.; and

WHEREAS, Sections 29-1-203 and 31-25-112, C.R.S., further authorizes and enables the Authority

to enter into cooperative agreements contracts with other governments; and

WHEREAS, the Parties acknowledge and agree that the District provides services and facilities

that will benefit residents within the Area; and

WHEREAS, the Authority finds that it is necessary and appropriate to allocate a portion of

Property Tax Increment to the District for the purpose of facilitating the provision of such services

and facilities; and

WHEREAS, the Parties desire to enter into this Agreement setting forth their Intent to cooperate

regarding the allocation of the District Property Tax Increment.

NOW THEREFORE, in consideration of the mutual covenants, agreements, and provisions herein

contained, and other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Parties hereby agree as follows:

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1. Definitions. In this Agreement, the following terms shall have the following meanings, unless

a different meaning clearly appears from the context:

“Agreement” means this Agreement, as it may be amended or supplemented in writing.

References to sections or exhibits are to this Agreement unless otherwise qualified. The Parties

agree that this Agreement is intended to set forth the general terms of the Authority's allocation

of a portion of District Property Tax Increment back to the District.

“District” means the Aurora Public School District, a quasi-municipal corporation and political

subdivision of the State of Colorado, and any permitted successors and assigns.

“District Property Tax Increment” means all revenues produced by the total mill levy imposed by

the District upon the valuation for assessment of taxable properties in the TIF Area in excess of

the District Property Tax Base that are received by the Authority, since August 14, 2019, the

effective date of the Public Finance and Redevelopment Agreement (PFRA). (See Exhibit 1 for TIF

Area boundaries.)

“Effective Date” means the latest date upon which this Agreement has been adopted, approved

and fully executed by the Authority and the District.

“Effective Date of Adoption of the Plan” means the date of approval of the Urban Renewal Plan

(February 14, 2011).

“Initial Payment Date” means forty-five (45) days after the date of execution of this Agreement.

“Project” means Argenta, consistent with the development described as the Fan Fare catalyst

project in the Plan.

“Succeeding Payment Dates” means January 31st in each year following the Initial Payment Date

throughout the Term.

“Term” means the term of this Agreement, which shall be the period commencing on the

Effective Date and terminating on the earlier of January 31st of the calendar year two years

following the year in which shall occur: (i) an event of termination as set forth in Paragraph 3 of

this Agreement, or (ii) the twenty-five (25)-year anniversary of the Effective Date of Adoption of

the Plan.

2. Payments to District. Commencing on the Initial Payment Date and on each Succeeding

Payment Date thereafter, the Authority agrees to pay to the District, as a baseline, an amount

equal to twenty percent (20%) of the District's Property Tax Increment for TIF Area 2, as shown

in Exhibit 1, attached. The Authority shall calculate such amount from the District’s portion of

property tax increment received by the Authority from the County for each Tax Increment Area.

Such payments shall be made by check or wire transfer to the District.

3. Termination Event. At any time prior to the twenty-five (25)-year anniversary of the Effective

Date of Adoption of the Plan, the Authority may terminate this Agreement by delivering written

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notice to the School District of the adoption by the City of a resolution either (i) terminating the

Plan in its entirety, or (ii) amending the Plan by the removal of the Tax Increment Provision.

4. Payments Limited to Increment Actually Received. The Authority shall, in no event, be required

to pay to the District any greater amount than that portion of the District Property Tax Increment

actually received by the Authority which the Authority has agreed to pay to the District

hereunder. Nothing in this Agreement shall be construed to give the District any right in and to

any other revenues of the Authority.

5. Books and Accounts; Inspection of Records. During the Term, the Authority will keep proper

and current books and accounts in which complete and accurate entries shall be made of the

District Property Tax Increment received by the Authority, the amounts deposited into and paid

out to the District from the District Property Tax Increment, and such other calculations as may

be necessitated by this Agreement. All books, records and reports (except those allowed or

required by applicable law to be kept confidential) in the possession of the Authority relating to

the Plan Area and the District Property Tax Increment shall, at all reasonable times and upon

reasonable notice, be open to Inspection by the District and by such accountants or other agents

as the District may from time to time designate.

6. Event of Default; Remedies. If any payment is not made or any other material condition,

obligation or duty is not performed in a timely manner by either Party, the other Party may

exercise any and all rights available at law or in equity to protect and enforce its rights under the

Agreement, including, without limitation, an action for actual damages (but not special,

consequential or punitive damages), injunctive or similar relief that is available at law or in equity,

including specific performance, or an action in mandamus. The Parties agree that each Party shall

be responsible for its own costs and fees, including attorney’s fees, associated with any such legal

action.

7. Authority's Right to Incremental Tax Revenues. The District waives any right to contest in any

manner the validity of the Plan or any of the provisions of the Plan, including, without limitation,

the Tax Increment Provision, and the exercise of the Authority of its power to undertake and

finance urban renewal projects and activities in furtherance of the Plan by the utilization of

Incremental tax revenues.

8. Amendments. This Agreement may be modified, amended, or changed, in whole or in part,

only by an agreement in writing duly authorized and executed by the Parties with the same

formality as this Agreement.

9. Waiver. The waiver of any breach of any provision of this Agreement by any Party shall not

constitute a continuing waiver of any subsequent breach of such Party, for either breach of the

same or any other provision of this Agreement.

10. Delay or Omission; No Waiver. No delay or omission of any Party to exercise any right or

power accruing upon any event of default hereunder shall exhaust or impair any such right or

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power or shall be construed to be a waiver of any such event of default, or acquiescence therein;

and every power and remedy given by this Agreement may be exercised from time to time and

as often as may be deemed expedient.

11. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with

respect to the subject matter hereof and replaces in their entirety any prior Agreements,

understandings, warranties, or representations between the Parties on the matters specifically

covered in this Agreement. No Party hereto has relied upon any fact or representation not

expressly set forth herein.

12. Governing Law; Venue. This Agreement and its application shall be interpreted and enforced

in accordance with the laws of the State of Colorado. The Parties agree that venue for any

litigated disputes regarding this Agreement shall be the District Court in and for Arapahoe

County, Colorado.

13. Notices. All notices, certificates, reports or other communications hereunder shall be

deemed given when personally delivered, or after the lapse of five (5) business days following

their mailing by registered or certified mall, return receipt requested, postage prepaid, addressed

as follows:

To the Authority: Aurora Urban Renewal Authority

15151 East Alameda Parkway, Suite 2300

Aurora, CO 80012

Attention: AURA Manager

With a copy to: Authority Counsel

To the District: Aurora Public Schools

Joshua Hensley

Planning Department

Educational Services Center 1

15701 1st Avenue

Aurora, Colorado 80011

Either Party may designate a different notice address by written notice to the other Party

delivered in accordance with this paragraph.

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AURA RESOLUTION NO. 2021-____

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE AURORA URBAN RENEWAL AUTHORITY APPROVING THE COOPERATION AGREEMENT BETWEEN THE AURORA BOARD OF EDUCATION FOR THE AURORA PUBLIC SCHOOL DISTRICT 28 J AND THE AURORA URBAN RENEWAL AUTHORITY REGARDING REDEVELOPMENT IN THE HAVANA NORTH URBAN RENEWAL AREA

WHEREAS, the Aurora Urban Renewal Authority is a body corporate and has been duly created, organized, established and authorized to transact business and exercise its powers as an urban renewal authority within the City under Part 1 of Article 25 of Title 31 C.R.S.; and WHEREAS, as a result, the Authority has the power to undertake projects and activities benefiting properties within designated urban renewal plan areas in accordance with the Plan and Urban Renewal Law to finance such projects and activities by the utilization of pledged tax revenues; and WHEREAS, on February 14, 2011, City Council Resolution No. R2011-02, was approved, adopting the Havana North Urban Renewal Plan (“Plan”) and by City Council Resolution No. R2015-114,Council approved the re-confirmation of blight and substantially modified the Havana North Urban Renewal Plan ("Plan"), creating Tax Increment Finance Area 2 (TIF Area 2), for the Argentar project on November 23, 2015.; and WHEREAS, Sections 29-1-203 and 31-25-112, C.R.S., further authorizes and enables the Authority to enter into cooperative agreements contracts with other governments; and WHEREAS, the Parties acknowledge and agree that the District provides services and

facilities that will benefit residents within the Area; and WHEREAS, the Authority finds that it is necessary and appropriate to allocate a portion of Property Tax Increment to the District for the purpose of facilitating the provision of such services and facilities; and WHEREAS, the Parties desire to enter into this Agreement setting forth their Intent to cooperate regarding the allocation of the District Property Tax Increment NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE AURORA URBAN RENEWAL AUTHORITY:

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Section 1. The Board hereby authorizes the Chairperson, Urban Renewal Manager and/or Executive Director of the Authority to execute and deliver the Cooperation Agreement between the Aurora Urban Renewal and the Aurora Public School District 28 J in the form filed with the Urban Renewal Manager and presented at this meeting, with such technical additions, deletions, and variations as legal counsel to the Authority may deem necessary or appropriate and not inconsistent with this Resolution.

Section 2. All resolutions or parts of resolutions of the Aurora Urban Renewal Authority in conflict herewith are expressly rescinded.

RESOLVED AND PASSED this __________ day of _________________________, 2021.

____________________________________ MIKE COFFMAN, Chairperson

ATTEST:

____________________________________ JAMES TWOMBLEY, Executive Director/Secretary

APPROVED AS TO FORM:

___________________________________________ CHRISTINE MCKENNEY, Authority Attorney

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