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COOPERATION AGREEMENT Amendment #2 Highway 42 Revitalization Area South Street Gateway Project Funding This Second Amendment to Highway 42 Revitalization Area South Street Gateway Project Funding Agreement (the Cooperation Agreement) is made as of 0C -ob 4 Z 2014, by and between the CITY OF LOUISVILLE, COLORADO (the City) and the LOUISVILLE REVITALIZATION COMMISSION (the LRC). The City and the LRC are sometimes referred to herein individually as a Party and collectively as the Parties. RECITALS A. The City is a home -rule city and municipal corporation duly organized and existing under and pursuant to Article XX of the Colorado Constitution and Charter of the City (the Charter). B. The LRC is a public body corporate and politic authorized to transact business and exercise its powers as an urban renewal authority under and pursuant to the Colorado Urban Renewal Law, Part 1 of Article 25 of Title 31, C.R.S. (the Act). C. The Act and Section 18, Article XIV of the Colorado Constitution authorize the Parties to enter into cooperation agreements, and the Parties previously entered into a Cooperation Agreement dated November 5, 2012 (the Original Cooperation Agreement) respecting financial assistance to the construction of the South Street Gateway to be located at the crossing of South Street under the Burlington Northern Railroad right -of -way (the Project). D. The Project is located within the area (the Plan Area) described in the Highway 42 Revitalization Area Urban Renewal Plan (the Plan). The Project will allow for a connection and access between properties and portions of the Plan Area lying east and west of the rail lines, and will be carried out in furtherance of the purposes of the Act and Plan. E. The Plan provides for financing the activities and undertakings of the LRC by means of property tax allocation or tax increment financing (Property Tax TIF) in accordance with Section 31 -25- 107(9) of the Act. F. The Parties previously entered into that certain Amended and Restated Cooperation Agreement dated April 5, 2011 (2011 Cooperation Agreement), which provides that the LRC shall repay to the City Costs and Expenses incurred by the City for the provision of Operating Funds and Support Services for the LRC, as further defined and set forth in the 2011 Cooperation Agreement. 1