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Home My WebLink About20123045.tiff J M`Geady Sisneros P.C. McGEAD Y SISNEROS 450E , Colorado 80 03-120 Denver, Colorado 80203-1214 303.592.4380 tel 303.592.4385 fax www.mcgeadysisneros.com October 3, 2012 VIA U.S. MAIL Mr. Bruce Barker Weld County P.O. Box 758 Greeley, Colorado 80632 Mr. Don Warden Weld County 915 10`h Street Greeley, Colorado 80631 Re: Pioneer Metropolitan Districts Dear Mr. Barker and Mr. Warden: Pursuant to the Service Plans for the Pioneer Metropolitan District Nos. 1-6 ("District Nos. 1-6") and Pioneer Regional Water and Sanitation Metropolitan District ("Pioneer Regional and collectively with District Nos. 1-6, the"Districts") the Districts are required to submit copies of all Intergovernmental Agreements to the County. The purpose of this correspondence is to transmit copies of the Intergovernmental Agreements approved and executed by one or more of the Districts to date in 2012 and to request a meeting to review with you the status of the Districts activities, the terms of the Agreements and the status of plans for infrastructure development. • Memorandum of Understanding and First Amendment to Memorandum of Understanding (District Nos. 1-6). The Service Plans for each of District Nos.1-6 contemplated they would all enter into a facilities funding construction and operations agreement. While such an agreement was being negotiated, District Nos. 1-6 entered into a Memorandum of Understanding that established Pioneer Regional as having the authority to perform certain administrative and operational functions on behalf of District Nos. 1-6 and created an obligation of District Nos. 1 through 6 to reimburse Pioneer Regional for its costs incurred. 2012-3045 C.OILVIl LlL1�I Q^ I-Lii,.L /U (00231363.DOCX v:2} r Mr. Bruce Barker Mr. Don Warden October 3, 2012 Page 2 On March 26, 2012, Pioneer Regional and District Nos. 1 through 6 entered into a First Amendment of this Memorandum of Understanding whereby Pioneer Regional and District No. I and District No. 6 agreed that District Nos. 2 through 5 could enter into a separate agreement with respect to the operations of District Nos. 2 through 5 and construction activities related to the Community. This amendment was approved to create greater operational efficiencies as vertical development is contemplated to occur initially, and over time primarily, within Districts Nos. 2 through 5. The First Amendment to this MOU, however, retains the concept that Pioneer Regional, as the Service District, will have access to all improvements funded and constructed by District No. 2 through 5 prior to the time an end user requires such services in the Community so that Pioneer Regional can continue to serve as the Service District under its Service Plan. • Facilities Funding Construction and Operations Agreement (District Nos. 2, 3, 4 and 5). On March 26, 2012, following the approval of the First Amendment to the MOU, District Nos. 2 through 5 entered into Facilities Funding Construction and Operations Agreement("FFCO") whereby Pioneer Metropolitan District No. 3 ("District No. 3") was appointed the "Coordinating District" for operational and construction matters and District Nos. 2, 4 and 5 agreed to impose a mill levy and remit the same to District No. 3 to fund such operational and construction activities. • Intergovernmental Agreement Regarding Assignment of Reimbursable Obligations and Consent to Construction (Pioneer Regional and District No. 3). On March 26, 2012, Pioneer Regional and District No. 3 entered into an intergovernmental agreement whereby District No. 3 assumed certain repayment obligations of Pioneer Regional and Pioneer Regional granted District No. 3 the right to construct future water and sewer improvements. As the Service Provider, in exchange for District No. 3's agreement to assume certain repayment obligations of Pioneer Regional, Pioneer Regional agreed to not include any of the repayment obligation amounts in any rates it established for service to the Community. District No. 3 also agreed that prior to the time an end user requires water service in the Community, District No. 3 would make any improvements constructed available to Pioneer Regional to fulfill its duties as the Service District to the Community. • 2012 District No.3 Bond Issuance. On April 18, 2012, District No. 3 issued Bonds in the amount of$4,150,000. The proceeds of the Bonds are to reimburse previous expenses incurred and to fund certain water and sanitary sewer infrastructure that will benefit the Community. District Nos. 2-5 agreed to impose a mill levy in the amount of 50 mills and pledged such revenue to District No. 3 as a source of repayment for the Bonds. {00231363.DOCX v:2 } Mr. Bruce Barker Mr. Don Warden October 3, 2012 Page 3 • Intergovernmental Agreement Regarding Assignment of Reimbursable Obligations and Consent to Construction (Resource Water and Sanitation Metropolitan District and District 3). The Service Plans for all of the Districts contemplate that wholesale water and sanitation services will be provided by Resource Colorado Water and Sanitation District ("Resource"). On April 19, 2012, District No. 3 entered into an intergovernmental agreement with Resource whereby District No. 3 assumed certain repayment obligations of Resource and Resource granted District No. 3 the right to construct future water and sewer improvements. Again, District No. 3 agreed that before any end users connect to any District improvements, those improvements will need to be made available to Resource for it to fulfill its duties as the wholesale water and sewer provider to the Community. In exchange for District No. 3's agreement to assume certain repayment obligations of Resource, Resource agreed to not include any of the repayment obligation amounts in any rates it established for service to the Community. • First Amendment to and Assignment of Agreement(Keenesburg, Pioneer Regional, District No. 3) On May 7, 2012, the Town of Keenesburg approved an amendment to the current capacity agreement (the "Keenesburg Agreement") it has with Pioneer Regional. In addition to amending certain terms of the agreement, the Keenesburg Agreement was also assigned by Pioneer Regional to District No. 3. Pursuant to the FFCO between District Nos. 2 through 5, the Districts each agreed to impose an operating mill levy of 10 mills. Based on the current assessed value of property within District Nos. 2 through 5, the imposition of this 10 mill levy will be sufficient to allow District No. 3 to satisfy its obligations to the Town of Keenesburg under the Keenesburg Agreement and provide funds sufficient for administrative and operating expenses of District Nos. 2 through 5. We have enclosed copies of all of the documents described above for your reference. I will be contacting you in the near future to confirm a date and time when we can meet. Very truly yours, MCGEADY SISNEROS,P.C. MaryAnn M. McGeady MMM/pjw Enclosures cc: Joel Farkas 100231363.DOCX v:2 I Coil &9T 3 9 g MEMORANDUM 01?UNDERSTANDING By THIS MEMORANDUM OF UNDERSTANDING("MOU")is entered into this 12th e' ' FcC0 • day of November, 2008 by and among PIONEER REGIONAL METROPOLITAN r�"Ps"I. DISTRICT("Pioneer Regional"), PIONEER METROPOLITAN DISTRICT NO. 1 ("District No. 1"), PIONEER METROPOLITAN DISTRICT NO.2 ("District No.2"), PIONEER METROPOLITAN DISTRICT NO.3("District No. 3"), PIONEER METROPOLITAN DISTRICT NO.4("District No.4"), PIONEER METROPOLITAN DISTRICT NO.5("District No. 5"), and PIONEER METROPOLITAN DISTRICT NO.6 ("District No, 6"), all quasi-municipal corporations and political subdivisions of the State of Colorado,(collectively,the"Districts"). RECITALS WHEREAS,the Districts were organized pursuant to Service Plans approved by Weld County on February 6,2006("Service Plans")for the purpose of providing certain public improvements and services to and for the benefit of properties within an area commonly known as Pioneer Communities("Development"); and WHEREAS,the purposes for which each of the Districts was formed are the design, acquisition, construction,installation, financing, and operation and maintenance of certain water, sanitation(including storm and sanitary sewer),streets, safety protection,park and recreation, transportation,television relay and translation,mosquito control and limited fire protection facilities and services, all in accordance with the Service Plans ("Improvements");and WHEREAS,the Service Plans disclose and establish the necessity for, and desirability of, intergovernmental agreements between the Districts concerning the financing, construction, operation and maintenance of the Improvements contemplated in the Service Plans and concerning the provision of essential services in the community to be served by the Districts;and WHEREAS, the Districts are currently in the process of negotiating a Facilities Funding, Construction and Operations Agreement("FFCO")whereby Pioneer Regional will finance, own, acquire, and facilitate any or all of the Improvements and services, except for wholesale water and sanitation and storm drainage services or improvements(which will be owned by Resource Colorado Metropolitan District)and operate and maintain the water and sewer infrastructure needed to serve the Development in conjunction with financing provided by the District Nos. 1-6 ("Financing Districts"); and WHEREAS,the Districts agree that until such time as the FFCO is finalized,it is in the bests interests of the Districts and their respective constituents to provide the Improvements and services in the most efficient manner as possible; and WHEREAS,the Districts agree that it is most efficient for Pioneer Regional to provide all construction,administration, and operation and maintenance services to and for the benefit of the Districts until such time as the FFCO is finalized. NOW THEREFORE, in consideration of the mutual agreement set forth herein,the receipt and sufficiency of which are hereby acknowledged, the Districts agree as follows: )0013659f DOC v I) 1. Coordination of Services by Pioneer Regional. The Districts agree that Pioneer Regional shall provide for the financing, construction, design,operation and maintenance of the Improvements,as well as the overall administration of the Districts. 2. Obligations of Pioneer Regional. The Financing Districts acknowledges that in connection with its obligations set forth herein, Pioneer Regional will enter into agreement(s) with the developer of the Development to provide for the financing of such services. 3. Reimbursement. The Districts agree that the FFCO shall provide for the Financing Districts to reimburse Pioneer Regional for all costs incurred by Pioneer Regional pursuant to this MOU based on an allocable basis to be set forth in the FFCO. 4. Notices. All notices,demands,requests or other communications to be sent by one party to the other hereunder or required by law shall be in writing and shall be deemed to have been validly given or served by delivery of same in person to the addressee or by courier delivery via Federal Express or other nationally recognized overnight air courier service,by electronically-confirmed facsimile transmission, or by depositing same in the United States mail, postage prepaid,addressed as follows: To Pioneer Regional: Pioneer Regional Metropolitan District 141 Union Boulevard, Suite 150 Attention: Lisa Johnson Phone: 303-987-0835 Fax: 303-987-2032 With a copy to: McGeady Sisneros,P.C. 450 17th Avenue, Suite 400 Denver,CO 80203-1214 Attention: MeryAnn McGeady Phone: 303-592-4380 Fax: 303-592-4385 To District No. 1: Pioneer Metropolitan District No. 1 141 Union Boulevard, Suite 150 Attention: Lisa Johnson Phone: 303-987-0835 Fax: 303-987-2032 With a copy to: McGeady Sisneros,P.C. 450 17th Avenue, Suite 400 Denver,CO 80203-1214 Attention: MaryAnn McGeady Phone: 303-592-4380 Fax: 303-592-4385 2 To District No. 1: Pioneer Metropolitan District No. 2 141 Union Boulevard,Suite 150 Attention: Lisa Johnson Phone: 303-987-0835 Fax: 303-987-2032 With a copy to: McGeady Sisneros,P.C. 450 17"Avenue, Suite 400 Denver,CO 80203-1214 Attention: MaryAnn McGeady Phone: 303-5924380 Fax: 303-592-4385 To District No. 1: Pioneer Metropolitan District No. 3 141 Union Boulevard, Suite 150 Attention: Lisa Johnson Phone: 303-987-0835 Fax: 303-987-2032 With a copy to: McGeady Sisneros,P.C. 450 17th Avenue, Suite 400 Denver, CO 80203-1214 Attention: MaryAnn McGeady Phone: 303-592-4380 Fax: 303-592-4385 To District No. 1: Pioneer Metropolitan District No. 4 141 Union Boulevard, Suite 150 Attention: Lisa Johnson Phone: 303-987-0835 Fax: 303-987-2032 With a copy to: McGeady Sisneros,P.C. 450 17"Avenue,Suite 400 Denver, CO 80203-1214 Attention: MaryAnn McGeady Phone: 303-592-4380 Fax: 303-592-4385 To District No. I: Pioneer Metropolitan District No. 5 141 Union Boulevard, Suite 150 Attention: Lisa Johnson Phone: 303-987-0835 Fax: 303-987-2032 3 With a copy to: McGeady Sisneros,P.C. 450 17th Avenue,Suite 400 Denver, CO 80203-1214 Attention: MaryArm McGeady Phone: 303.592-4380 Fax: 303-592-4385 To District No. I: Pioneer Metropolitan District No. 6 141 Union Boulevard, Suite 150 Attention: Lisa Johnson Phone: 303-987-0835 Fax: 303-987-2032 With a copy to: McGeady Sisneros,P.C. 450 17th Avenue, Suite 400 Denver,CO 80203-1214 Attention:MaryAnn McGeady Phone: 303-592-4380 Fax: 303-592-4385 All notices, demands,requests or other communications shall be effective upon such personal delivery, one(I)business day after being deposited with United Parcel Service or other nationally recognized overnight air courier service,on the date of transmission if sent by confirmed facsimile or three(3)business days after deposit in the United States mail. By giving the other party hereto at least ten(10)days written notice thereof in accordance with the provisions hereof,each of the Parties shall have the right from time to time to change its address or contact information. 5. Assignment. The Districts shall not assign any of its rights or delegate any of its duties hereunder to any person or entity. Any purported assignment or delegation in violation of the provisions hereof shall be void and ineffectual. 6. Parties Interested Herein. Nothing expressed or implied in this MOU is intended or shall be construed to confer upon,or to give to,any person other than the Districts any right, remedy,or claim under or by reason of this MOU or any covenants,terms, conditions,or provisions thereof, and all the covenants,terms, conditions,and provisions in this MOU by and on behalf of the Districts shall be for the sole and exclusive benefit of the Districts. 7. Default/Remedies. In the event of a breach or default of this MOU by any District, the non-defaulting District shall be entitled to exercise all remedies available at law or in equity. In the event of any litigation,arbitration or other proceeding to enforce the terms, covenants or conditions hereof, the prevailing District in such proceeding shall obtain as part of its judgment or award its reasonable attorneys'fees. 8. Governing Law and Jurisdiction. This MOU shall be governed and construed under the laws of the State of Colorado.Venue for any legal action relating to this Agreement shall be exclusive to the District Court in and for the County of Weld, Colorado. 4 . f 9. Inurement. Each of the terms, covenants and conditions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. 10. jntetaation. This MOU constitutes the entire agreement between the Parties with respect to the matters addressed herein. All prior discussions and negotiations regarding the subject matter hereof are merged herein. 11. Severability. If any covenant,term,condition,or provision under this MOU shall, for any reason, be held to be invalid or unenforceable,the invalidity or unenforceability of such covenant,term,condition,or provision shall not affect any other provision contained herein,the intention being that such provisions are severable. 12. Counterparts. This MOU may be executed in one or more counterparts,each of which shall constitute an original and all of which shall constitute one and the same document. 13. Paragraph Headings. Paragraph headings are inserted for convenience of reference only. 14, Amendment. This MOU may be amended from time to time by agreement between the Parties hereto,provided,however,that no amendment,modification,or alteration of the terms or provisions hereof shall be binding upon the District or the Consultant unless the same is in writing and duly executed by the Parties hereto. IN WITNESS WHEREOF,the Parties have executed this MOU as of the day and year first set forth above. PIONEER REGIONAL METROPOLITAN DISTRICT Chi" pher R.Paulson, President Attest: tart' 5 PIONEER METROPOLITAN DISTRICT NO. 1 C s er R. aulson, President Attest: ?QUA-a--) PIONEER METROPOLITAN DISTRICT NO. 2• pher . Paulson,President Attest: retary PIONEER METROPOLITAN DISTRICT NO. 3 pher . Paulson, President Attest: tary 6 1 PIONEER METROPOLIT !'STRICT NO. 4 C.' st•• er R Paulson, President Attest: PIONEER METH LI' ISTRICr NO, S Christopher R. Paulson,President Attest: PIONEER METROPOLITAN DISTRICT NO. 6 'stopher R. Paulson,President Attest: S ary C4LAA-C.L' FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING THIS FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING ("First Amendment") is made as of this 26`h day of March, 2012 by and among PIONEER REGIONAL METROPOLITAN DISTRICT ("Pioneer Regional"), PIONEER METROPOLITAN DISTRICT NO. I ("District No. 1"), PIONEER METROPOLITAN DISTRICT NO. 2 ("District No. 2"), PIONEER METROPOLITAN DISTRICT NO. 3 ("District No. 3"), PIONEER METROPOLITAN DISTRICT NO. 4 ("District No. 4"), PIONEER METROPOLITAN DISTRICT NO. 5 ("District No. 5"), and PIONEER METROPOLITAN DISTRICT NO. 6 ("District No. 6"), all quasi-municipal corporations and political subdivisions of the State of Colorado (collectively, the "Districts"). RECITALS WHEREAS, the Districts were organized pursuant to Service Plans approved by Weld County on February 6, 2006 ("Service Plans") for the purpose of providing certain public improvements and services to and for the benefit of properties within an area commonly known as Pioneer Communities (the"Development"); and WHEREAS, the purposes for which each of the Districts was formed are the design, acquisition, construction, installation, financing, and operation and maintenance of certain water, sanitation (including storm and sanitary sewer), streets, safety protection, park and recreation, transportation, television relay and translation, mosquito control and limited fire protection facilities and services, all in accordance with the Service Plans (the "Improvements"); and WHEREAS, the Service Plans disclose and establish the necessity for, and desirability of, intergovernmental agreements between the Districts concerning the financing, construction, operation and maintenance of the Improvements contemplated in the Service Plans and concerning the provision of essential services in the community to be served by the Districts; and WHEREAS, the Districts entered into a Memorandum of Understanding dated as of November 12, 2008 (the "MOU") for the purposes of allocating rights and responsibilities with respect to the Improvements among the Districts while a Facilities Funding, Construction and Operations Agreement was being prepared for consideration; WHEREAS, pursuant to the MOU, Pioneer Regional incurred costs on behalf of all Districts and the Districts agreed to reimburse Pioneer Regional for all costs incurred by Pioneer Regional under the MOU; WHEREAS, Pioneer Regional, District No. 1 and District No. 6 are not currently constructing any Improvements at this time and do not anticipate providing any services in the immediate future; 5} WHEREAS, Pioneer Regional has heretofore incurred costs in the amount of $255,594.46 associated with organization and other functions of the Districts (the"Reimbursable Costs"); WHEREAS, Districts Nos. 2 through 5, inclusive may have revenue sources and have determined that it would be beneficial for Districts 2 through 5 to enter into a new agreement as contemplated by the Service Plans for the Districts which establishes the rights and responsibilities with respect to future Improvements and organizational duties between Districts 2 through 5 and under which District No. 3 will serve as the "Coordinating District;" and WHEREAS, at this time District Nos. 2 through 5 do not require the services of Pioneer Regional under the MOU and desire to amend the MOU to remove any rights or obligations of District Nos. 2 through 5 thereunder and Pioneer Regional, District No. 1 and District No. 6 consent to such removal to allow for greater efficiencies. AGREEMENT NOW THEREFORE, in consideration of the mutual agreement set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Districts agree as follows: 1. Termination of Rights and Obligations of Districts Nos. 2 through 5. From and after the date hereof, Districts Nos. 2 through 5 shall not be entitled to any of the rights granted to them under the MOU, nor shall they have any further obligations thereunder, except those that expressly survive. The MOU, as amended hereby, shall remain in full force and effect for Pioneer Regional, District No. 1 and District No. 6. 2. Obligation of District No. 3. Pursuant to the District Nos. 2 through 5 Agreement, District No. 3 will serve as the "Coordinating District"for District Nos. 2 through 5. Accordingly, District No. 3 agrees that upon such time as the Regional Improvements Mill Levy is subject to collection under the Service Plans, District No. 3 shall ensure that Districts Nos. 2 through 5 cause such Regional Mill Levy to be certified and shall collect the same from District Nos. 2 through 5 and shall remit such collections as soon as possible thereafter to Pioneer Regional. This provision shall survive the termination of District Nos. 2 through 5 from the MOU. 3. Payment of Reimbursable Costs. The Districts all agree that payment of the Reimbursable Costs will be in the best interests of all Districts in that it will decrease any interest obligation on the Reimbursable Costs. Accordingly, in consideration of this First Amendment, District No. 3 agrees it shall assume the payment obligation of the Reimbursable Costs. Any such payment of the Reimbursable Costs, however, shall be made from available funds after the payment of District No. 3's annual debt service and operations and maintenance expenses. Pursuant to section 29-1-110, C.R.S., any financial obligations of District No. 3 contained herein that are payable after the current fiscal year are contingent upon funds for that purpose being {00224046.DOCX v:6} appropriated, budgeted and otherwise made available on an annual basis. This provision shall survive the termination of Districts Nos. 2 through 5 from the MOU. 4. Use of Improvements. If Improvements are constructed under the District Nos. 2 through 5 Agreement, such Improvements will be owned, operated and maintained by District No. 3. District No. 3 hereby agrees that at or prior to the connection by a resident for water or sewer service to a District financed Improvement (the "Turn Over Date") District No. 3 shall enter into an agreement with Pioneer Regional to ensure access in phases to the Improvements as may be necessary for Pioneer Regional to fulfill its obligations as the "Service District" under its Service Plan. This provision shall survive the termination of District Nos. 2 through 5 from the MOU. 5. Turn Over of Improvements. The Districts agree that on or prior to the Turn Over Date, the Districts shall either amend the agreement entered into between and among District Nos. 2 through 5 as contemplated by their Service Plans or enter into a new agreement to join Pioneer Regional, District No. 1 and District No. 6 to the same, which amendment and/or new agreement, pursuant to the Service Plan, shall also address the ultimate transition to the "Financing Districts" (as defined in the Service Plans") of the Improvements and services to be rendered by Pioneer Regional as the Service District. This provision shall survive the termination of Districts Nos. 2 through 5 from the MOU. 6. Notices. All notices, demands, requests or other communications to be sent by one party to the other hereunder or required by law shall be in writing and shall be deemed to have been validly given or served by delivery of same in person to the addressee or by courier delivery via Federal Express or other nationally recognized overnight air courier service, by electronically-confirmed facsimile transmission, or by depositing same in the United States mail, postage prepaid, addressed as follows: To Pioneer Regional: Pioneer Regional Metropolitan District 141 Union Boulevard, Suite 150 Lakewood, Colorado 80228 Attn: Lisa Johnson Phone: 303-987-0835 Fax: 303-987-2032 With a copy to: McGeady Sisneros, P.C. 450 E. 17`h Avenue, Suite 400 Denver, Colorado 80203 Attn: MaryAnn McGeady Phone: 303-592-4380 Fax: 303-592-4385 {00224046.DOCX v:6} To District No. 1: Pioneer Metropolitan District No. 1 141 Union Boulevard, Suite 150 Lakewood, Colorado 80228 Attn: Lisa Johnson Phone: 303-987-0835 Fax: 303-987-2032 With a copy to: McGeady Sisneros, P.C. 450 E. 17`h Avenue, Suite 400 Denver, Colorado 80203 Attn: MaryAnn McGeady Phone: 303-592-4380 Fax: 303-592-4385 To District No. 2: Pioneer Metropolitan District No. 2 141 Union Boulevard, Suite 150 Lakewood, Colorado 80228 Attn: Lisa Johnson Phone: 303-987-0835 Fax: 303-987-2032 With a copy to: McGeady Sisneros, P.C. 450 E. 17`h Avenue, Suite 400 Denver, Colorado 80203 Attn: MaryAnn McGeady Phone: 303-592-4380 Fax: 303-592-4385 To District No. 3: Pioneer Metropolitan District No. 3 141 Union Boulevard, Suite 150 Lakewood, Colorado 80228 Attn: Lisa Johnson Phone: 303-987-0835 Fax: 303-987-2032 {OO224o46.DOCX v:6 With a copy to: McGcady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80203 Attn: MaryAnn McGeady Phone: 303-592-4380 Fax: 303-592-4385 To District No. 4: Pioneer Metropolitan District No. 4 141 Union Boulevard, Suite 150 Lakewood, Colorado 80228 Attn: Lisa Johnson Phone: 303-987-0835 Fax: 303-987-2032 With a copy to: McGeady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80203 Attn: MaryAnn McGeady Phone: 303-592-4380 Fax: 303-592-4385 To District No. 5: Pioneer Metropolitan District No. 5 141 Union Boulevard, Suite 150 Lakewood, Colorado 80228 Attn: Lisa Johnson Phone: 303-987-0835 Fax: 303-987-2032 With a copy to: McGeady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80203 Attn: MaryAnn McGeady Phone: 303-592-4380 Fax: 303-592-4385 To District No. 6: Pioneer Metropolitan District No. 6 141 Union Boulevard, Suite 150 Lakewood, Colorado 80228 Attn: Lisa Johnson Phone: 303-987-0835 (00224046.DOCX v:61 Fax: 303-987-2032 With a copy to: McGeady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80203 Attn: MaryAnn McGeady Phone: 303-592-4380 Fax: 303-592-4385 All notices, demands or other communications shall be effective upon such personal delivery, one (1) business day after being deposited with Federal Express or other nationally recognized overnight air courier service, on the date of transmission if sent by confirmed facsimile or three (3) business days after deposit in the United States mail. By giving the other party hereto at least ten (10) business days written notice thereof in accordance with the provisions hereof, each of the parties shall have the right from time to time to change its address or contact information. 7. Assignment. The Districts shall not any assign any of its rights or delegate any of its duties hereunder to any person or entity. Any purported assignment or delegation in violation of the provisions hereof shall be void and ineffectual. 8. Parties Interested Herein. Nothing expressed or implied in this First Amendment is intended to be construed to confer upon, or to give to, any person other than the Districts any right, remedy, or claim under or by reason of this First Amendment or any covenants, terms, conditions, or provisions thereof, and all the covenants, terms, conditions and provisions in this First Amendment by and on behalf of the Districts shall be for the sole and exclusive benefit of the Districts. 9. Default/Remedies. In the event of a breach or default of this First Amendment by any District, the non-defaulting District shall be entitled to exercise all remedies available at law or in equity. In the event of any litigation, arbitration or other proceeding to enforce the terms, covenants or conditions hereof, the prevailing District in such proceeding shall obtain as part of its judgment or award its reasonable attorneys' fees. 10. Governing Law and Jurisdiction. This First Amendment shall be governed and construed under the laws of the State of Colorado. Venue for any legal action relating to this Agreement shall be exclusive to the District Court in and for the County of Weld, Colorado. 11. Inurement. Each of the terms, covenants and conditions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. (00224046.DOCX v:6 12. Integration. This First Amendment constitutes the entire agreement between the parties with respect to the matters addressed herein. All prior discussions and negotiations regarding the subject matter hereof are merged herein. 13. Severability. If any covenant, term, condition or provision of this First Amendment shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of such covenant, term, condition or provision shall not affect any other provision contained herein, the intention being that such provisions are severable. 14. Counterparts. This First Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same document. 15. Paragraph Headings. Paragraph headings are inserted for convenience of reference only. [SIGNATURE PAGES FOLLOW] X00224046.000%v:61 ISIGNA'lij2E PAGES TO FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING] IN WITNESS WHEREOF, the parties have executed this First Amendment to Memorandum of Understanding as of the day and year first set forth above. PIONE GIONAL METROPOLITAN DIST CT Joel H. arkas, President Atte t:Le_retary PIONEE ETROPOLITAN DISTRICT NO. 1 Joel H. arkas, President Attes ('vn,c :4,U1.Gt/ S cretaYy PIONEE ETROPOLITAN DISTRICT NO. 2 Joel H. arkas, President Att st: V Se etary 7 (00224046.DOCX v:6 PIONEE!3) ETROPOLITAN DISTRICT NO. 3 Joel H. F rkas, President 1 Attest: \et-1/L0)L.A.CC,/ S cretary PIONEE TROPOLITAN DISTRICT NO. 4 Joel H. F rkas, President A to t: inum.i-A—JciThr - S retary i PIONEER METROPOLITAN DISTRICT NO. Joel H Farkas, President Atte t: 011,L, cv S retary PIONE METROPOLITAN DISTRICT NO. Joel H. arkas, President Att t: 1�1� n&- ecretary {00224046.DOCX v:6} 6 ;yam FACILITIES FUNDING, CONSTRUCTION, AND OPERATIONS AGREEMENT BETWEEN AND AMONG PIONEER METROPOLITAN DISTRICT NO. 2 PIONEER METROPOLITAN DISTRICT NO. 3 PIONEER METROPOLITAN DISTRICT NO. 4 AND PIONEER METROPOLITAN DISTRICT NO. 5 DATED: MARCH 26, 2012 TABLE OF CONTENTS ARTICLE 1. GENERAL PROVISIONS 4 1.1 Effective Date and Term 4 1.2 Purpose and Scope of Agreement 4 ARTICLE 2. DEFINITIONS 6 2.1 Definitions 6 ARTICLE 3. GENERAL FINANCIAL COVENANTS AND REPRESENTATIONS 11 3.1 Electoral Approval 11 3.2 Financing District Bond Issuance, Debt or Multi-Fiscal Year Financial Obligation Incurrence 11 3.3 Funding Account 12 3.4 Treatment of Funds; Accounting 12 3.5 Effectuation of Pledge; Appropriation; Regulatory Amendment 13 3.6 Coordinating District Reliance; Funding Obligations Pending Dispute Resolution 13 ARTICLE 4. MANAGEMENT ENGAGEMENT 14 ARTICLE 5. DISTRICT ADMINISTRATION 15 ARTICLE 6. IMPROVEMENTS ADMINISTRATION 16 6.1 Improvements Administration. 16 6.2 Plans and Specifications for Projects Constructed by the Coordinating District 17 6.3 Construction Contracts 18 6.4 Completion of Construction 18 6.5 Construction Claims 18 6.6 Ownership of Improvements 18 ARTICLE 7. FINANCING OBLIGATION OF FINANCING DISTRICTS TO PAY IMPROVEMENTS COSTS 19 7.1 Creation of Financing Obligation to Pay Improvements Costs 19 7.2 Repayment Terms; Limitation 19 7.3 No Encumbrances On Pledged Revenues 20 7.4 Pledge of Revenues 20 ARTICLE 8. BUDGET PROCEDURES 20 8.1 Preliminary Budget Process 20 8.2 Budget Review and Approval 21 8.3 Failure to Agree 21 8.4 Amendment 21 ARTICLE 9. SPECIAL PROVISIONS 22 9.1 Coordinating District Rights; Property Interests 22 (a) Rights of Coordinating District 22 {00223784_DOC v:7 } i (b) Specific Provisions Regarding Conveyances and Dedications of Real Property Interests 22 (c) Specific Provisions Regarding Conveyances and Dedications of Personal Property and Intangible Property 23 ARTICLE 10. EVENTS OF DEFAULT 24 10.1 Events of Default 24 10.2 Remedies For Events of Default 25 ARTICLE 11. INSURANCE 25 11.1 General 25 11.2 Workers' Compensation 25 11.3 Certificates 25 ARTICLE 12. REPRESENTATIONS AND WARRANTIES OF THE DISTRICTS 25 12.1 Representations of Covenanting District 25 ARTICLE 13. NOTICES 27 ARTICLE 14. NO RECOURSE AGAINST OFFICERS AND AGENTS 27 ARTICLE 15. INTERPRETATION 28 ARTICLE 16. MISCELLANEOUS 28 16.1 Relationship of the Parties 28 16.2 Integration 28 16.3 Unenforceability; Severability; Cure 29 16.4 Assignment 29 16.5 Governing Law 29 16.6 Amendment; Modification 29 16.7 Legal Holidays 29 16.8 Authorship 29 16.9 Counterparts 29 16.10 Further Assurances 29 (00223784.DOC v:71 n FACILITIES FUNDING, CONSTRUCTION AND OPERATIONS AGREEMENT This Facilities Funding, Construction, and Operations Agreement (the "Agreement"), which is made and entered into as of the 26`h day of March, 2012, between and among PIONEER METROPOLITAN DISTRICT NO. 2, PIONEER METROPOLITAN DISTRICT NO. 3, PIONEER METROPOLITAN DISTRICT NO. 4, and PIONEER METROPOLITAN DISTRICT NO. 5, all of the foregoing being quasi-municipal corporations and political subdivisions of the State of Colorado (collectively, the "Parties"). RECITALS WHEREAS, the foregoing Pioneer Metropolitan District Nos. 2 through 5, inclusive (collectively, the "Districts," and individually, a "District"), are duly and regularly created, established, organized, and existing metropolitan districts in Weld County, Colorado, existing as such under and pursuant to the constitution and laws of the State of Colorado; and WHEREAS, pursuant to the Colorado Constitution, Article XIV, Section 18(2)(a), and Section 29-1-203, C.R.S., metropolitan districts may cooperate or contract with each other to provide any function, service, or facility lawfully authorized to each, and any such contract may provide for the sharing of costs, the imposition of taxes, and the incurring of debt notwithstanding any provision of law limiting the length of the financial contracts or obligations of governments; and WHEREAS, each of the Districts was formed for the provision of water, street, safety, television relay and translation, transportation including regional transportation improvements, park and recreation, sanitation, and mosquito control improvements, programs, and services, all in accordance with their approved "Service Plans" (as more particularly defined hereafter); and WHEREAS, Pioneer Regional Metropolitan District ("Pioneer Regional") was organized by Order of the District Court for Weld County, Colorado on August 29, 2006, and its Service Plan was approved by the Board of Commissioners of Weld County, Colorado on February 6, 2006; and WHEREAS, the Districts were organized pursuant to their Service Plans, all of which were approved by the Board of Commissioners of Weld County, Colorado on February 6, 2006; and WHEREAS, Pioneer Metropolitan District No. 1 ("District No. 1") and Pioneer Metropolitan District No. 6 ("District No. 6") were both organized pursuant to their Service Plans, each of which were approved by the Board of Commissioners of Weld County, Colorado on February 6, 2006; and WHEREAS, pursuant to the Service Plan for Pioneer Regional, Pioneer Regional was designated as the "Service District" and Districts Nos. 1 through 6, inclusive were designated as the "Financing Districts;" and )00223784 DOC v7 ) WHEREAS, Pioneer Regional, District No. 1, District No. 6 and the Districts entered into a Memorandum of Agreement (the "MOU") dated as of November 12, 2008 while the FFCO was being prepared for consideration; WHEREAS, pursuant to the MOU, Pioneer Regional was granted the authority to enter the Keenesburg Agreement (defined below) and in addition to the Keenesburg obligation, District No. 1, District No. 6 and the Districts each agreed to reimburse Pioneer Regional for certain expenses incurred by Pioneer Regional for the benefit of the Districts and District No. 1 and District No. 6 that Pioneer Regional incurred for the organization of the Districts and District No. 1 and District No. 6 and in planning and designing of Improvements to serve the Development (the "Reimbursable Costs"), which Reimbursable Costs are set forth on Exhibit B attached hereto and incorporated herein by reference; WHEREAS, as part of the Improvements (as defined in the Service Plans) and in furtherance of its responsibilities under the MOU and of bringing water to the Development, Pioneer Regional entered into that certain Agreement dated April 17, 2008 with the Town of Keenesburg (the "Town"), as amended (the "Keenesburg Agreement") which allows Pioneer Regional the use of capacity in a water pipeline built by the Town (the "Keenesburg Pipeline") for use by the Development provided yearly payments are made by Pioneer Regional to the Town for reimbursement of the Town's costs in constructing the Keenesburg Pipeline; WHEREAS, Pioneer Regional failed to pay the May 2011 Keenesburg payment and does not have revenue sufficient to pay the Town the May 2012 payment; WHEREAS, none of District No. 1, District No. 6 or Pioneer Regional will have funds to pay the Reimbursable Costs in the foreseeable future; WHEREAS, it is anticipated that Districts will have revenue sources in the near future; and WHEREAS, the Service Plans contemplate that the Districts will enter into a Facilities Funding, Construction and Operations Agreement ("FFCO") to set forth the Districts' efforts to finance and construct the Improvements (as defined in the Service Plans") in the most efficient manner possible; WHEREAS, the parties to the MOU have executed a First Amendment to MOU dated March 26, 2012 (the "First Amendment") whereby the Districts are being released from the MOU in contemplation of the Districts entering into this Agreement; WHEREAS, pursuant to the First Amendment, District No. 3 as the "Coordinating District" hereunder has agreed to pay the Reimbursable Costs which is in the best interests of the Districts to reduce the interest expense thereunder and for other efficiencies; WHEREAS, in addition to the Reimbursable Costs, the Districts also agree that the Coordinating District shall assume Pioneer Regional's obligations under the Keenesburg Agreement as it is in the best interests of the future residents and users within the Service Area to continue to have this water transmission source available to the Development; {00223784DOC v:7 i 2 WHEREAS, the Service Plans also provided for additional intergovernmental agreements between and among the Districts for the purposes of providing service to the Development; WHEREAS, the Districts will have a revenue source and Pioneer Regional and Districts Nos. 1 and 6 have no current source of funds, and for the foreseeable future will not have sufficient funds to provide services, District No. 3 desires to serve as a "Coordinating District" to the Districts; and WHEREAS, District No. 3 has agreed to coordinate the management of the Districts and financing and construction of Improvements pursuant to the terms of this Agreement for the Districts and the Districts desire to have District No. 3 serve as the Coordinating District; and WHEREAS, the Districts further desire to provide for a method to transition the rights and obligations as the Coordinating District together with rights to use any Improvements constructed by the Coordinating District which are necessary for Pioneer Regional to perform its duties as the "Service District" at or prior to the date that a connection by a resident is made for water or sewer to a District financed improvement (the "Turn Over Date"); and WHEREAS, the provision of the Improvements by the Districts that have the financial capacity to pay for the same in a coordinated and timely fashion will promote the health, safety, prosperity, security, and general welfare of the inhabitants of and property owners within the Districts; and WHEREAS, the purpose of this Agreement is to anticipate binding the Districts to certain agreements concerning capital expenditures and operation and maintenance expenses so the costs of providing facilities and services will be shared equitably by the users of said Improvements and services under the various circumstances which could arise in the future; and WHEREAS, the Service Plans contemplate that the Districts will have a combined financial plan and that the Districts shall structure their debt to ensure that each respective District has sufficient capacity to support its obligation to repay the debt; WHEREAS, as set forth in the Service Plan for District No. 3 and the Service Plans for the Districts, the Districts are authorized to issue debt in the total amount of$330,000,000 for Improvements, as approved by the respective electorates of the Districts on May 2, 2006 (the "Elections"); and WHEREAS, it is hereby determined by the Boards of Directors of the Districts that (i) the Improvements are needed by the Districts; (ii) the Improvements will benefit the existing and future residents and property owners in the Districts; (iii) if the Improvements are provided and operated by each District separately, without coordination and without considering the overall needs of the area comprising the Districts, the total costs of the Improvements and the costs of operating and maintaining the same will be substantially increased; (iv) the provision and operation of the Improvements in a coordinated and timely fashion will promote the health, safety, prosperity, security, and general welfare of the existing and future residents and property owners of the Districts; and (iii) as a result, it is in the best interests of the Districts and their existing and future residents and property owners to enter into this Agreement; and (00223784.DOC v.7 } 3 NOW, THEREFORE, for and in consideration of the foregoing Recitals, which shall be incorporated herein and deemed a substantive part hereof, and of the premises and the mutual promises contained herein, the parties hereby agree as follows: ARTICLE 1. GENERAL PROVISIONS 1.1 Effective Date and Term. This Agreement shall be effective upon the Effective Date, as defined herein, and shall represent the valid, binding and legally enforceable obligations of each of the Districts until such time as each of the terms and conditions hereof has been performed in their entirety, or until this Agreement is terminated by mutual written agreement of the Districts. 1.2 Purpose and Scope of Agreement. This Agreement shall be governed and interpreted, in general, by the following provisions in this Section 1.2. It is agreed by each of the Districts that the statements of intention set forth in this Section 1.2 are essential to the proper interpretation of this Agreement and are intended to clarify the general intent of specific provisions contained herein: (a) It is the intent of each of the Districts that the "Coordinating District" (as defined below) will be responsible for managing the financing, construction, operation and maintenance of the Development for the benefit of the Districts. The Service Plans describe the nature of the relationship between the Districts and contemplate that this Agreement would be executed by the Districts to effectuate that relationship. (b) The Districts each acknowledge that the Coordinating District may issue secured or credit-enhanced revenue bonds for capital costs associated with financing the Development, including, but not limited to, costs payable under the Keenesburg Agreement and payment of the Reimbursable Costs, the debt service requirements of which are expressly intended to be paid from payments made by the "Financing Districts" (as defined below), pursuant to arrangements described hereunder. (c) The essential terms of this Agreement consisting of the amount of debt represented hereby for the costs of acquiring, constructing, or otherwise providing, and the costs of operating and maintaining, certain water, street, traffic safety, television relay and translation, transportation, park and recreation and sanitation facilities and improvements, all as further set forth herein, have been voted upon by the respective electorates of the Districts. The Districts each recognize that numerous amendments and adjustments to this Agreement may be necessary over time; subject, however, any limitations set forth in the Service Plans for the Districts and subject also to the requirement that any increase in the monetary amount of the obligations of the Financing Districts to make payments to the Coordinating District, or any increase in the maximum annual tax increase or the total repayment cost of the debt evidenced by this Agreement beyond the amount set forth in ballot questions presented to the respective electorates of the Financing Districts at the Elections may require additional voter authorization. ;00223784_DOC v.7 ) 4 (d) The Financing Districts each acknowledge that, as might be necessary, the Coordinating District may negotiate for and obtain certain security or credit enhancement for the Coordinating District's bonds from persons which as of the date hereof own property within the Financing Districts and Coordinating District, and that owners of property within the Financing Districts will be undertaking development in reliance upon the provisions and maintenance of facilities and services in accordance with this Agreement, and that substantial damage will result to such persons in the event this Agreement is breached by the Financing Districts in any material manner. Consequently, the Districts each agree that neither the Coordinating District nor the Financing Districts shall be entitled to terminate this Agreement except by mutual written agreement of the Districts, and that this Agreement is intended to be strictly enforced to the maximum extent permitted by law. (e) The purpose of this Agreement is to set forth the rights and obligations of the Districts to fully fund, and of the Coordinating District to construct, own, or transfer, and to operate and maintain, public facilities and services of benefit to the Districts, and of the Coordinating District to repay the Reimbursable Costs (defined above) and assume the Keenesburg Agreement. This Agreement shall in all circumstances be interpreted consistent with the Service Plans and the intentions expressed therein regarding the role of each District in implementing the Service Plans. The Districts all acknowledge and expressly consent to the Coordinating District's assumption of obligations under the Keenesburg Agreement from Pioneer Regional and the Districts further consent and agree that any payments required to be made by the Coordinating District under the Keenesburg Agreement shall be deemed an Operations and Maintenance Expense. (1) It is agreed by each of the Districts that the Coordinating District is not, and shall not be considered or deemed in the future, to be a service company, nor a regulated public utility as defined in Section 40-1-103(1)(a), C.R.S., nor as such terms are defined in any constitutional provision, statute, or law of the State of Colorado, nor as defined in any rule or regulation of any entity or person asserting jurisdiction in matters relating to this Agreement or the subject matter hereof. The Districts each further agree that in the event the Coordinating District is ever determined by a court or other tribunal of competent jurisdiction to be a public utility as defined in Section 40-1-103(1)(a), C.R.S., then the Coordinating District is intended to be exempt from any regulation by the Public Utilities Commission or any other special commission, pursuant to the Colorado Constitution, Article XXV, and Article V, Section 35, C.R.S. Sections 32-1- 1001(j),(k) and 32-1-1006, and other applicable statutes. (g) It is the intention of each of the Districts to enter into this Agreement to further its interests as a special district and political subdivision conducting business in the State of Colorado, and to comply with its respective Service Plans. (h) Users in the Districts shall receive service from and/or use of the Improvements owned by the Coordinating District and/or Pioneer Regional, in accordance with Section 1.3 below, only upon payment of Development Fees, user fees, and other charges and/or taxes to or for the benefit of the Pioneer Regional and/or the {00223784.DOC v.7 ) 5 Coordinating District, in accordance with Section 1.3 below, or its designee, and subject to the terms and conditions contained herein. 1.3 Future Amendment. The Districts hereby agree that on or before the Turn Over Date, the Districts together with District No. 1, District No. 6 and Pioneer Regional shall use good faith efforts to either amend this Agreement or enter into a new agreement that includes District No. 1, District No. 6 and Pioneer Regional that will allow for use of the Improvements by Pioneer Regional to perform its obligations as the Service District. Such amendment and/or new agreement shall also contain provisions which shall set forth the conditions of District No. I and District No. 6 to receive service, including, but not limited to, potential imposition of fees, charges or other payments and it shall also set forth the respective rights and obligations of each of the Districts, District No. 1 and District No. 6 with respect to repayment for Improvements already constructed, financing and payment of future improvements and services for each of the Districts, District No. 1 and District No. 6 and their residents. The future amendment and/or new agreement shall also, pursuant to the Service Plans, establish a method to ensure that control of the Service District will be transitioned to the Districts and District No. 1 and District No. 6 by way of an Intergovernmental Agreement when all of the public improvements needed to serve the Service Area have been financed and constructed. ARTICLE 2. DEFINITIONS 2.1 Definitions. In this Agreement, except as otherwise expressly provided or where the context indicates otherwise, the following capitalized terms shall have the respective meanings set forth below: "Agreement" means this agreement and any permitted amendment or supplement hereto. "Allocated Management Costs" means a District's share of the Management Costs and Operations and Maintenance Costs (defined below) to be determined based on each respective District's ability to pay for the same based on the imposition of the mill levy as set forth in Article IV below and the revenue derived therefrom. "Allocated Improvements Costs" means a Financing District's share of the Improvements Costs determined as set forth in a Capital Pledge Agreement. "Available Proceeds" means the proceeds of bonds issued by a Financing District which are pledged by such Financing District to the Coordinating District pursuant to a Capital Pledge Agreement. "Board" or "Board of Directors" means, with respect to any District, the governing body of the District. "Bond Costs" means the debt service on or related costs in connection with any bonds, notes, contracts, or other obligations issued or incurred by the Coordinating District, including without limitation payments with respect to principal, interest, prepayment premium, (00223784DOC e7 ( 6 reserve funds, surplus funds, sinking funds, costs of issuance, credit enhancement fees and costs, fees and expenses of any trustee, bond registrar, paying agent, authenticating agent, or remarketing agent, and other administrative costs related to the foregoing. "Capital Account(s)" shall mean those accounts established under the Funding Account for each District for the purpose of documenting the deposits made and funds withdrawn in association with payment of Improvements Costs. "Capital Improvement Schedule" means the planning schedule for Improvements to be administered, acquired and/or constructed during the Funding Year. "Capital Pledge Agreement(s)" means an agreement or agreements executed by the Board of any Financing District pursuant to Article 7 hereof, specifically obligating such Financing District to pay Allocated Improvements Costs recommended to the Financing District by the Coordinating District from Pledged Revenues. "Coordinating District" means District No. 3. "County" means the County of Weld, Colorado. "Debt Service Account(s)" shall mean those accounts established under the Funding Account for each District for the purpose of documenting the deposits made and funds withdrawn in association with payment of Bond Costs. "Development Fees" shall mean the fees, including but not limited to the Facilities Fees, imposed and collected by Pioneer Regional, the Coordinating District and/or the District(s) to contribute to the financing, construction and/or operation and maintenance of all or any portion of the Improvements. "Districts" means, as the context requires, individually or collectively, the Coordinating District and the Districts No. 2, District No. 4 and District No. 5. "District Administration" means those tasks, services, and functions that must be performed by or on behalf of all Districts or provided to all Districts to maintain such Districts' corporate existence and the continuity of their day-to-day affairs, generally including management, regulatory filings, audits, the provision of office supplies, accounting, legal and other professional and consulting services, insurance, bonding and other similar items, and specifically including those tasks, services, and functions identified in Article 5 hereof. The term District Administration does not include tasks, services, or functions in connection with Improvements Administration. "District No. 2" means Pioneer Metropolitan District No. 2, in Weld County, Colorado, or any successor thereto. "District No. 3" means Pioneer Metropolitan District No. 3, in Weld County, Colorado, or any successor thereto. {00223784DOC v:7 } 7 "District No. 4" means Pioneer Metropolitan District No. 4, in Weld County, Colorado, or any successor thereto. "District No. 5" means Pioneer Metropolitan District No. 5, in Weld County, Colorado, or any successor thereto. "Effective Date" means the date on which this Agreement becomes effective, which shall be March 26, 2012. "Event of Default" means any occurrence or event specified in the Section hereof entitled "Events of Default". "Final Budget" means the final budget established by the Coordinating District during the Planning Year for the payment of Bond Costs, Management Costs, and Improvements Costs during the applicable Funding Year. "Financing Districts" means Districts 2 through 5, either collectively or individually as the context may require, which has executed a Capital Pledge Agreement. "Financing IGA" means a Capital Pledge Agreement. "Financing IGA(s)" means, the Capital Pledge Agreement(s). "Financing Obligation" means a Financing District's obligation, created by the delivery of a Capital Pledge Agreement, to apply its Available Proceeds of any bonds, notes, or other evidences of a borrowing which are thereafter issued by such Financing District and/or the Pledged Revenues of such Financing District to the payment of the Improvements Costs in the amount set forth in such Capital Pledge Agreement. "Fiscal Year" means the period from January 1 to December 31 of any calendar year. "Funding Account" means the account owned, established and managed by the Coordinating District for administration of the Capital Account(s), Debt Service Account(s) and Operating Account(s). "Funding Year" means the calendar year (immediately following the applicable Planning Year) during which Management Costs, Bond Costs and Improvements Costs are to be incurred. "Gallagher Amendment" means an adjustment to any mill levy provided for herein if the method of calculating assessed valuation is changed after the date hereof, by any change in law, change in method of calculation, or in the event of any legislation or constitutionally mandated tax credit, cut or abatement, the mill levies set forth herein may be increased or decreased to reflect such changes, such increases or decreases to be determined by the Coordinating District in good faith (such determination to be binding and final) so that to the extent possible, the actual tax revenues generated by the applicable mill levy, as adjusted, arc neither diminished or enhanced as a result of such changes. {00223784 DOC v.7 } 8 "Improvements(s)" means the public improvements, facilities, real and personal property, and related appurtenances which the Districts are authorized to acquire, construct, install, own, operate maintain, or otherwise provide pursuant to applicable law. "Improvements Administration" means those tasks, services, and functions that must be performed by or on behalf of a District or provided to a District to operate, maintain, or repair the Improvements or any part thereof, generally including project management, operation and maintenance of the Improvement, management, legal, construction and other professional services, obtainment of permits, licenses, and other governmental approvals and specifically including those tasks, services, and functions identified in Article 6 hereof. "Improvements Costs" means the costs properly attributable to the Improvements or any part thereof, including without limitation: (a) the costs of labor and materials, of machinery, furnishings, and equipment, incurred in connection with construction; (b) the costs of labor and materials of machinery, furnishings and equipment incurred with the restoration of property damaged or destroyed in connection with construction work; (c) the costs incurred to acquire the Improvements from third parties, including construction management fees, costs associated with processing, administering and verifying Improvement Costs, and all related or included components and materials; (d) the costs incurred for securing adequate water supplies; (e) the costs of organization of the Districts; (0 the costs or fees due or paid under cost recovery or other similar agreements with third parties; (g) the costs incurred for design, engineering, management, landscape architecture, soils testing and inspection, and line systems testing and inspection; (h) the costs of insurance premiums, indemnity and fidelity bonds, financing charges, bank fees, taxes, or other municipal or governmental charges lawfully levied or assessed; (i) the costs of District Administration and Improvements Administration; 0) the costs of reimbursing funds advanced by the any of the Districts in anticipation of reimbursement from bond proceeds, including any intrafund or interfund loan; (k) the costs of surveys, appraisals, plans, designs, specifications, and estimates; (00223784.DOC v:7 ) 9 (1) the costs, fees, and expenses of printers, engineers, architects, financial consultants, lawyers, managers or other agents or employees; (m) the costs of publishing, reproducing, posting, mailing, or recording documents; (n) the costs of contingencies or reserves; (o) Bond Costs; (p) the costs of amending this Agreement or any other instrument relating to the Project; (q) the costs of repaying any short-term financing, construction loans, and other temporary loans in connection with the Project, and of the incidental expenses incurred in connection with such loans; (r) the costs of acquiring any property, rights, easements, licenses, privileges, agreements, and franchises; (s) the costs of demolition, removal, and relocation; (t) Bond Costs in connection with any bonds, notes, or other obligations issued by any District to pay Improvements Costs; and (u) all other lawful costs as may be agreed to by the Districts. "Keenesburg Obligation" means any moneys due and owing to the Town of Keenesburg, Colorado pursuant to the Keenesburg Agreement(defined above). "Management Costs" means the reasonable costs incurred by the Coordinating District in connection with the Management Engagement. "Management Engagement" means the engagement of the Coordinating District to provide District Administration and Project Administration as described in Article 4 hereof. "Operating Account(s)" shall mean the accounts established under the Funding Account for each District for the purpose of reflecting the deposits made and funds withdrawn in association with payment of Operation and Maintenance Expenses. "Operation and Maintenance Expenses" means all reasonable and necessary expenses, paid or accrued, for operating, maintaining, and repairing the Improvements, including, without limitation, costs related to Improvements Administration and District Administration and further including, without limitation, the Keenesburg Obligation. "Planning Year" means the calendar year immediately preceding the corresponding Funding Year. {00223784.DOC v.7) 10 "Plans" means the plans, documents, drawings and other specifications prepared by or for the construction of an Improvement. "Pledged Revenue" means any revenues of a Financing District pledged to the Coordinating District for payment of Improvements Costs, Management Costs, Operation and Maintenance Expenses, and/or Bond Costs under a Financing IGA. "Reimbursable Costs" shall mean those costs set forth on Exhibit B attached hereto and incorporated herein by reference; "Regional Improvements" shall have the meaning set forth in the Service Plans. "Regional Improvements Mill Levy" shall have the meaning set forth in the Service Plans, which is currently estimated to be 3 mills, but in no event greater than the amount set forth in the Service Plans for the Districts and subject to the Gallagher Amendment. "Related District" or "Related Districts" means Districts Nos. 2 through 5 either collectively or individually as the context may require, which has not executed a Capital Pledge Agreement. "Service Area" shall mean the property legally described as the "Service Area" in the Service Plans, as the same have been or may be amended from time to time. "Service Plan(s)" mean the Service Plan(s) for a District(s), as approved by the County, and as may be amended from time to time. "Supplemental Act" means the "Supplemental Public Securities Act," being Title 11, Article 57, Part 2, C.R.S. "Termination Date" means the date on which this Agreement is no longer in effect, which shall be the date on which the Coordinating District determines that all Improvements Costs, Management Costs and Bond Costs have been paid in full. ARTICLE 3. GENERAL FINANCIAL COVENANTS AND REPRESENTATIONS 3.1 Electoral Approval. The authorization for issuance of debt, fiscal year spending, multi-fiscal year financial obligations, revenue collections and other constitutional matters requiring voter approval for purposes of this Agreement were held or shall be held by each District in accordance with law. To the extent additional or new electoral authorization is needed by any District(s) to comply with the intent and/or terms of this Agreement or to comply with law, such District(s) agrees to submit the necessary questions to its electorate. 3.2 Financing District Bond Issuance, Debt or Multi-Fiscal Year Financial Obligation Incurrence. Each of the Financing Districts shall use its best efforts to meet its funding obligations under any Financing IGA(s) entered into hereunder through the issuance of bonds or other financial obligations, the imposition of mill levies, the imposition and collection of fees, including but not limited to the Development Fees. All revenues received by the Coordinating [00223784.DOC v:7} 11 District shall be held, allocated and expended in accordance with the terms hereof and/or any Financing IGA(s). 3.3 Funding Account. (a) Prior to or upon the execution of this Agreement, the Coordinating District will establish the Funding Account to receive and disburse funds in the manner described herein and/or under any Financing IGA(s). The Districts each recognize and acknowledge that the Coordinating District shall initially place and hold the revenues in appropriate sub-accounts of the Funding Account described in Section 3.4 below. (b) The Districts each acknowledge that the Coordinating District may borrow funds for deposit into the Funding Account in reliance on the Districts' covenants to comply with the requirements of this Agreement and/or the Financing IGA(s). (c) The Coordinating District will establish and maintain such sub-accounts within the Funding Account as may be necessary to clearly delineate sources and uses of all funds deposited and the allocation of such funds to each of the Districts as more fully provided in Section 3.4 below. (d) The Coordinating District may in the future enter into one or more separate Financing IGAs with any one or more of the Financing Districts, pursuant to which such Financing District(s) may pledge to the Coordinating District Pledged Revenues to be utilized by the Coordinating District for Bond Costs, Improvements Costs or any other costs, in accordance with the terms of such Financing IGAs. 3.4 Treatment of Funds; Accounting. The Coordinating District shall have the sole authority to make deposits into and withdrawals from the Funding Account. As of the date hereof, the Coordinating District shall create four "sub-accounts" as follows: I) The Capital Costs Sub-Account; 2) the Bond Sub-Account; 3) the Operations Sub-Account; and 4) the Regional Mill Levy Sub-Account (each, a"Sub-Account" and collectively, the "Sub-Accounts." The Coordinating District reserves the right to create additional sub-accounts as it deems necessary. Each Sub-Account shall be funded as follows: (a) upon the issuance of any bonds by any District hereunder, including, but not limited to, the issuance of revenue bonds by the Coordinating District, the proceeds of such bonds shall be deposited into the Capital Costs Sub-Account to be utilized by the Cooperating District for the design, planning and construction of Improvements and as otherwise may be provided in Article 6 below. (b) upon receipt of any funds received by a Financing District pursuant to a Capital Pledge Agreement, such funds shall be placed in the Bond Sub-Account to be utilized by the Coordinating District for payment of any Bond Costs; (c) upon receipt of funds from any District for its Allocated Management Costs share, such funds shall be deposited into the Operations Sub-Account for use of the Coordinating District to pay the Management Costs and Operations and Maintenance Costs, which includes, without limitation, the Keenesburg Obligation; and {00223784.DOC v 7} 12 (d) upon receipt of funds from any District received from its imposition of the Regional Mill Levy, such funds shall be placed in the Regional Mill Levy Sub-Account. The Coordinating District shall make, keep and maintain accurate records and accounting entries (the "Accounting Records") reflecting all (i) funds received from each of the respective Districts for deposit into the Funding Account and the allocation of such funds to the proper sub-accounts therein and (ii) withdrawals made from the Funding Account and the use(s) of the funds so withdrawn. The Coordinating District shall prepare, maintain and have available for inspection by any of the Districts, on no less than a biannual basis unaudited financial statements reflecting the information contained in the Accounting Records. Additionally, the Coordinating District shall provide the Districts with an annual audit or audit exemption, whichever as required by Colorado Statutes, of the Funding Account and the Accounting Records. The Coordinating District covenants not to take any action with respect to the Funding Account or the moneys therein which could adversely affect the tax-exempt status of the interest paid on any tax-exempt bonds issued by the Coordinating District or any of the Districts. 3.5 Effectuation of Pledge; Appropriation; Regulatory Amendment. Except as limited hereby, the amounts to be paid pursuant to this Agreement and/or any Financing IGA are hereby appropriated for that purpose, and said amounts shall be included in the annual budgets and the appropriation resolutions or measures to be adopted or passed by the Boards of the Financing Districts in each year this Agreement remains in effect. No provisions of any constitution, statute, resolution or other measure enacted after the date of this Agreement shall in any manner be construed as limiting or impairing the obligations of the Financing Districts to levy, administer r, enforce and collect the ad valorem property taxes, fees and other revenues required for the payment of their respective obligations. To the extent any Financing IGA includes mill levy revenues of a Financing District, such Financing IGA(s) shall provide that it shall be the duty of the Boards of the Financing Districts annually, at the time and in the manner provided by law for the levying of the Financing Districts' taxes, to ratify and carry out the provisions thereof regarding certification of a mill levy and collection of the ad valorem property taxes generated therefrom as therein specified, and to require and direct the officers of the Financing Districts to cause the appropriate officials of Weld County, Colorado, to levy, extend and collect said taxes in the manner provided by law. Said taxes, when collected, shall be applied only to the payment of the amounts to be paid in accordance with the provisions hereof or of any Financing IGA. 3.6 Coordinating District Reliance; Funding Obligations Pending Dispute Resolution. The Districts each agree that pursuant to the Colorado Constitution, Article XIV, Section 18(2)(a), and Section 29-1-203, C.R.S., metropolitan districts may cooperate or contract with each other to provide any function, service, or facility lawfully authorized to each, and any such contract may provide for the sharing of costs, the imposition of taxes, and the incurring of debt notwithstanding any provision of law limiting the length of the financial contracts or obligations of governments. The Districts each agree not to amend this Agreement or any Financing IGA at any time bonds are outstanding, unless they first obtain an opinion from a bond attorney with nationally-recognized expertise in the area of municipal bonds to the effect that such amendment will not adversely impact the tax-exempt status of the interest paid on any of the Districts' outstanding bonds. The Related Districts each agree that, notwithstanding any fact, (00223784_DOC v_7 13 circumstance, dispute, or any other matter, they will not take or fail to take any action which would delay a payment to the Coordinating District or impair the Coordinating District's ability to receive payment due hereunder or under any Financing IGA. The Districts each acknowledge that the Coordinating District intends to issue revenue bonds and that the Coordinating District may obtain financial commitments, credit enhancement, and security for its bonds from third parties, all of whom shall be relying on performance of this Agreement, and/or the Financing IGAs, and of the payment obligations of the respective Financing District(s) thereunder. The Districts each agree that during the pendency of any litigation which may arise hereunder or under any Financing IGA, all payments shall be made by the Districts for the purpose of enabling the Coordinating District to pay Management Costs and Improvements Costs in a timely manner until such claims have been adjudicated. Further, each Financing District acknowledges that during the pendency of any litigation which may arise hereunder or under any Financing IGA, all payments required to be made under a Financing IGA shall continue during the pendency of any litigation for the purpose of enabling the Coordinating District to pay Bond Costs. If a District believes it has valid defenses, setoffs, counterclaims or other claims, it shall continue without interruption to make all payments to the Coordinating District as described herein or under any Financing IGA and may attempt to seek or recover such payments by actions at law or in equity for damages or specific performance. 3.7. Inclusions/Exclusions. The Districts acknowledge having a combined financial plan. As such, the Districts acknowledge that their respective shares of the Allocated Management Costs hereunder are based on each of their abilities to pay and each of the Districts is relying on the other pursuant to the combined financial plan. Based on the foregoing, each District hereby agrees that no one District can satisfy the factors required for exclusion under Section 32-1-501 of the Colorado Revised Statutes for an exclusion of property unless such property is included within the boundaries of another District hereunder. Accordingly, the Districts hereby agree that they shall not seek to exclude any property from their boundaries unless a simultaneous inclusion is made in another one of the Districts. ARTICLE 4. MANAGEMENT ENGAGEMENT 4.1 The Coordinating District is hereby engaged by each of the Districts to provide, and the Coordinating District hereby agrees to provide, District Administration for each District and, and in addition, Project Administration for each District that has executed a Capital Pledge Agreement, as more particularly described herein ("Management Engagement"). In consideration of such services, each District agrees to pay to the Coordinating District its Allocated Management Costs for any Fiscal Year pursuant to the budget process set forth below. Each District agrees to impose a mill levy for such purposes when requested by the Coordinating District. The Districts hereby agree that the mill levy shall be set at 10 mills, as contemplated by the Service Plans, subject to increase at the direction of the Coordinating District in order to meet budgeted operations and maintenance and District Administration expenses, subject to the Gallagher Amendment. Such mill levy shall be a uniform amount for all Districts. {00223784DOCv:7 } 14 ARTICLE 5. DISTRICT ADMINISTRATION 5.1 The Coordinating District shall provide District Administration to the Districts. District Administration shall include but shall not be limited to the following tasks to be performed by the Coordinating District: (a) Serve as the official custodian and repository for all District records, and provide file space, incidental office supplies, photocopying services, meeting facilities, and reception services. (b) Coordinate all Board meetings, to include preparation and distribution of agenda and information packets; preparation and distribution of meeting minutes; attendance at Board meetings; preparation, filing, and posting of legal notices required in conjunction with the meeting; and other details incidental to meeting preparation and follow-up. (c) Maintain an accessible, secure, organized, and complete filing system for the Districts' official records. (d) Prepare monthly checks and claim statements. (e) Coordinate financial report preparation and provide a review of financial reports. (0 Provide insurance administration services, including evaluating risks, comparing coverage, processing claims, completing applications, monitoring expiration dates, processing routine written and telephone correspondence, etc. and, to the extent a District is an owner under or party to a contract, ensure that all contractors and subcontractors maintain required coverage for the applicable District's benefit. (g) Provide election administration services, including preparation of election materials, publications, legal notices, pleadings, conducting training sessions for election judges, and providing general assistance in conducting elections. (h) Prepare proposed budgets, including preparation of required and necessary publications, legal notices, resolutions, certifications, notifications and correspondence associated with the adoption of the annual budget and certification of the tax levy. Unless otherwise instructed by any District, the Coordinating District may include in the proposed budget for such District's consideration, appropriation of sums sufficient to pay such District's Allocated Management Costs for next Fiscal Year. (i) Respond to inquiries, questions, and requests for information from the Districts' property owners, residents, and others. (j) Coordinate the financing of the Improvements. (00227784.DOC v:7 ) 15 (k) Oversee investment of the Districts' funds based on investment policies established by the respective Boards in accordance with state law. (I) Provide liaison and coordination with other governments. (m) Coordinate activities and provide information as requested to external auditors engaged by the respective Boards. (n) Coordinate legal, accounting, management, engineering and other professional services for the Districts. (o) Prepare and deliver government-required reports and other administrative paperwork required under the Districts' Service Plans. (p) Perform other services with respect to the operation and management of the Districts as may be requested by the respective Boards. The Coordinating District shall be authorized to provide the services described herein through the retainer of experienced managers, attorneys, accountants, engineers and other professionals and consultants as it deems appropriate to effect its duties hereunder. ARTICLE 6. IMPROVEMENTS ADMINISTRATION 6.1 Improvements Administration. The Coordinating District will provide Improvements Administration for the Financing District(s) as set forth herein. Improvements Administration shall include but not be limited to the following tasks to be performed by the Coordinating District with respect to any part of the Improvements which has not been conveyed or dedicated to another entity for perpetual operation and maintenance: (a) Contract for and supervise the acquisition, reimbursement for and/or construction of the Improvements for each Funding Year in such a manner as the Coordinating District shall reasonably determine to be in the best interests of all of the Districts; (b) Schedule, phase, and configure the Improvements to adequately and economically provide for the needs of the Districts' residents and property owners, and as development demands require; (c) Supervise and ensure contract compliance by all service contractors, including the establishment and maintenance of preventive maintenance programs; (d) Procure all inventory, parts, tools, equipment, and other supplies necessary to perform the services required; (e) Provide operators, which operators shall perform duties including but not limited to operations and maintenance of the Improvements; cooperation with state, county, and federal authorities in providing such tests as are necessary to maintain {00227784.DOCy 7 } 16 compliance with appropriate governmental standards; permitting and supervision of the connection of lines to private developments; coordinate construction with various utility companies to ensure minimum interference with the Improvements; perform routine maintenance and repairs necessary to continue the efficient operation of Improvements; and provide for the services of subcontractors necessary to maintain and continue the efficient operation of the Improvements; and (f) To the extent necessary, draft proposals, bidding, contract, and construction administration and supervision of contractors. 6.2 Plans and Specifications for Projects Constructed by the Coordinating District. Prior to the construction of the Improvements(s), the Coordinating District shall prepare and submit Plans for such Improvements to the applicable District for review. It is hereby agreed that every Financing District shall have the right to review Plans for all Improvements. A Related District shall only be entitled to review Plans for Improvements that are off-site and intended to serve the entire Development or Improvements located wholly within the boundaries of the Related District. If no objection to the Plans is received by the Coordinating District within thirty (30) days from the date of submittal, the Financing Districts and/or Related District(s), as applicable, shall be deemed to have approved such Plans. If, within said 30-day period, any Financing District and/or Related District, as applicable, provides written notice to the Coordinating District of objections to Plans for the Improvements(s), or a specific Related District provides written notice to the Coordinating District of objections to the Improvements(s) applicable to that Related District, the Coordinating District and the applicable Related District(s) shall timely meet to resolve the issues raised by the objections. Objections to such Plans may only be raised by the Districts based on one or more of the following criteria: (a) Such Plans are not in substantial compliance with generally accepted architectural and/or engineering standards. (b) Such Plans are not in substantial compliance with any final plat as approved by the County or other regulatory agency or governmental entity having jurisdiction. (c) Such Plans are not in substantial compliance with design standards of the County or other regulatory agency or governmental entity having jurisdiction. If an agreement is not reached between the Coordinating District and the objecting District(s) within fifteen (15) days from the date of notice of objection as provided herein, the matter shall be submitted to an appropriate engineering professional as may be agreed upon by the Coordinating District and the applicable District(s), who shall, at the joint expense of such District(s), review such Plans for the Improvements(s) in light of the criteria set forth above, and whose decision regarding the Plans shall be final. If the engineer finds that the Plans for the Improvements(s) as proposed are acceptable, the Coordinating District may commence construction. In the event adjustments are needed to overcome valid objections, the Coordinating District shall have such adjustments made and thereafter commence construction. If the Coordinating District reasonably disagrees with the suggested adjustments, the Coordinating District may either: (i) elect not to build the subject Improvements at that time; or {00223784.DOC v:7 ) 17 (ii) prepare alternate Plans for the Improvements and submit them to the applicable District(s) for approval as herein provided; or (iii) consult with the engineer to reach alternatives acceptable to the Coordinating District and the engineer, revise the Plans for the Improvements accordingly and, if the engineer approves the revised Plans, the Coordinating District may proceed to construct the subject Improvements without further approval by the applicable District(s). Notwithstanding the foregoing, no District may object to any Plans that have been approved by the County. 6.3 Construction Contracts. The Coordinating District shall cause construction of the Improvements to be commenced on a timely basis, subject to receipt of all necessary governmental approvals and the terms of this Agreement, upon request, the Coordinating District shall deliver to the requesting District(s), copies of any and all construction contracts and related documents concerning the Improvements. The Coordinating District shall diligently and continuously prosecute to completion the construction of the Improvements. Approval of any change orders for which funds are available hereunder shall be in the reasonable discretion of the Coordinating District. The Financing Districts and/or Related Districts shall not direct any construction activities. The Coordinating District shall comply with all applicable statutory requirements regarding governmental contracts, including, but not limited to, the public bidding laws. 6.4 Completion of Construction. Prior to the final acceptance of any Project(s) by the Coordinating District and prior to issuing a final certificate of payment under any construction contract, the Coordinating District shall consider opinions expressed by the applicable Financing District and/or Related Districts regarding the subject Improvement(s), if any. The Coordinating District shall approve final payment and issue a final certificate of payment only when the Coordinating District has received approval from the Coordinating District's engineer who believes in good faith, and pursuant to generally accepted standards of engineering and construction review, that construction has been accomplished in compliance with the conditions and terms of the applicable construction contract. 6.5 Construction Claims. The Coordinating District shall, to the extent it is practical and cost effective, as reasonably determined by the Coordinating District after notice to and consultation with the applicable Financing District and/or Related District(s), assert against any contractor constructing Improvements any claim that the Coordinating District may have against any contractor under any construction contract and/or guarantee and/or warranty. In any event, the Coordinating District will give written notice to the applicable Financing District and/or Related District(s) of each and every material breach of construction contracts, guarantees or warranties. 6.6 Ownership of Improvements. Subject to Section 1.3 above which provides for either the use or transfer of the Improvements to Pioneer Regional on or before the Turn Over Date, the Coordinating District shall own, operate and maintain all Improvements unless and until any of such Improvements are dedicated to the County or another appropriate governmental entity or owners' association for perpetual ownership and maintenance. (00227784.DOC v_7 } 18 ARTICLE 7. FINANCING OBLIGATION OF FINANCING DISTRICTS TO PAY IMPROVEMENTS COSTS 7.1 Creation of Financing Obligation to Pay Improvements Costs. (a) From time to time the Coordinating District will recommend that one or more of the Related Districts pay Improvements Costs in connection with all or any portion of the Improvements. Upon receipt of such recommendation and such plans, specifications, and other matters as may be reasonably requested by a Related District, such Related District agrees to consider obligating itself to pay such Improvements Costs out of Pledged Revenues, as may be determined between the Coordinating District and the Related District(s) in a Capital Pledge Agreement. No Related District shall be required to so obligate itself, and no such obligation shall exist unless and until the Board of such Related District and the Board of the Coordinating District execute a Capital Pledge Agreement addressing the construction and financing of the Improvements. For purposes of this Agreement, the Related District shall be referred to as a Financing District upon its execution of a Capital Pledge Agreement. (b) Upon approval and execution of a Capital Pledge Agreement, a Financing Obligation shall have been created, and the executing District shall thereafter be obligated to apply the Pledged Revenues to the payment of the Improvements Costs in the amounts set forth in the Capital Pledge Agreement. Such Pledged Revenues shall be pledged to the payment of the Financing Obligation pursuant to the respective Capital Pledge Agreement. Upon receipt of any Pledged Revenues after execution of a Capital Pledge Agreement, the Financing District shall be irrevocably obligated to apply such Pledged Revenues to the payment of Improvements Costs in the amount set forth in the Capital Pledge Agreement. The Financing Obligation shall constitute a multiple-fiscal year obligation of the Financing District in the principal amount set forth in the Capital Pledge Agreement, and shall continue to apply to the Pledged Revenues identified thereunder until the Financing Obligation has been paid in full. Until paid, the Financing Obligation shall constitute an irrevocable lien on such Pledged Revenues. 7.2 Repayment Terms; Limitation. (a) Any Capital Pledge Agreement shall provide for payment of any Financing Obligation of a Financing District to be made in lawful money of the United States of America by check mailed or delivered to the Coordinating District, or by such other method as may be mutually agreed to between the Coordinating District and the Financing District. Payment shall be due within thirty (30) days of the receipt by the obligated Financing District of any Pledged Revenues. (b) Notwithstanding anything herein to the contrary, the Districts shall not be obligated in any Capital Pledge Agreement to pay more than the amount permitted by law and/or their respective electoral authorizations in payment of any Financing Obligation, and the entire Financing Obligation with respect to any Financing District will be deemed (00223784.DOC v.7 } 19 defeased and no longer outstanding upon the payment by such Financing District of such amount. 7.3 No Encumbrances On Pledged Revenues. Upon the creation of any Financing Obligation, the Financing District so obligated shall not create or permit there to be created any pledge, lien, or other encumbrance upon the Pledged Revenues; provided that, except for the foregoing limitation, nothing herein shall be construed to limit, impair, or otherwise affect the authority of such Financing Districts to issue or execute any bonds, notes, contracts, or other obligations, regardless of the payment source, and to make covenants and promises therein. 7.4 Pledge of Revenues. The creation, perfection, enforcement, and priority of the pledge of revenues to secure or pay a Financing Obligation shall be governed by §11-57-208 of the Supplemental Act and the Capital Pledge Agreement. The Pledged Revenues shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against any of the Districts irrespective of whether such persons have notice of such liens. 7.5 Regional Improvements Mill Levy. At such time as the Districts are obligated to collect the Regional Improvements Mill Levy pursuant to their respective Service Plans, each Financing District shall remit the same to the Coordinating District. The Coordinating District shall then remit all revenues received from the Regional Improvements Mill Levy to Pioneer Regional. ARTICLE 8. BUDGET PROCEDURES 8.1 Preliminary Budget Process. During each Planning Year, the Coordinating District shall consult with each of the Districts regarding such District's construction, operations and maintenance and debt service budgets for the forthcoming Funding Year. Such consultation shall occur early enough in the Planning Year to allow the Coordinating District to produce and deliver to each District a set of preliminary budget documents for the forthcoming Funding Year on or before September 15 of each Planning Year. The consultation shall include each Districts' and/or Financing Districts' verification of revenue streams available for funding Improvements Costs and Operation and Maintenance Expenses during the upcoming Funding Year. The preliminary budget documents shall address all funding issues regarding Bond Costs, Improvements Costs, and Management Costs. At a minimum, the preliminary budget documents ("Preliminary Budget Documents") shall include: (a) An accounting of any estimated carryover balances from prior years; (b) A proposed schedule for deposits into the Funding Account based on the expected timing for receipt of funds generated from (i) the Districts' ad valorem taxes and specific ownership taxes; (ii) issuance of revenue bonds by the Coordinating District, if any; (iii) advances to the Coordinating District and/or the Districts from developer(s); and/or (iv) other rates, fees, tolls and charges that may be imposed by any of the Districts from time to time; {00223784.DOC v:7 } 20 (c) An estimate of Bond Costs for the Funding Year in accordance with generally accepted accounting principles for each District; (d) An estimate of Improvements Costs for the Funding Year in accordance with generally accepted accounting principles for each District; (e) An estimate of Management Costs for the Funding Year in accordance with generally accepted accounting principles for each District; (f) A proposed Capital Improvement Schedule for the Funding Year, based on the funding expected to be available for acquisition, reimbursement and/or construction of the Improvements and the pace and location of Improvements to be constructed in each of the Districts; (g) A schedule for payments to be made to repay bonds of the Coordinating District and/or general obligation bonds of the Financing District(s), if any; (h) A schedule for revenue bond issuances by the Coordinating District (and any attendant pledges of ad valorem tax revenues required of the Financing Districts to effect such issuances), if any; (i) A schedule for general obligation bond issuances by the Financing Districts, if any; and (j) A schedule for repayment of the Keenesburg Obligation. 8.2 Budget Review and Approval. On or before November 1 of each Planning Year, each District shall either: (a) approve the Preliminary Budget Documents (in which case the proposed budget provided in the Preliminary Budget Documents shall become the Final Budget for the Funding Year); or (b) propose in writing to the Coordinating District additions to and/or deletions from the Preliminary Budget Documents. A District may propose additions to and/or deletions from only those portions of the Preliminary Budget Documents which directly obligate such District to appropriate and expend funds during the Funding Year. The Districts shall have no right or authority to object to or propose additions to and/or deletions from any other portions of the Preliminary Budget Documents. The Final Budget, when prepared, shall have final versions of the proposed schedules set forth in Section 8.1 in the Preliminary Budget Documents. 8.3 Failure to Agree. The Districts shall, in good faith, discuss and attempt to reach an agreement with respect to the Preliminary Budget Documents. In the event any District cannot agree on its Preliminary Budget Documents on or before November 1 of each Planning Year, the Districts each agree that any dispute shall be resolved by the Coordinating District in accordance with the then-applicable Financing Agreements. 8.4 Amendment. The Final Budget(s) may be amended from time to time in accordance with State law, to reflect changes in actual revenues and/or expenses, utilizing the same process and requirements set forth in Sections 8.1 through 8.3, except that the Coordinating District may establish alternative reasonable time periods for preparation, review and approval of ;00223784.Dom r7 } 21 proposed budget amendments. Any Final Budget processed and approved in accordance with this Section shall be known as an "Amended Final Budget." ARTICLE 9. SPECIAL PROVISIONS 9.1 Coordinating District Rights; Property Interests. (a) Rights of Coordinating District. The Districts each grant to the Coordinating District the right to acquire, reimburse for, construct, own, use, connect, disconnect, modify, renew, extend, enlarge, replace, convey, abandon or otherwise dispose of any portion of the Improvements to enable the Coordinating District to perform its District Administration and Improvements Administration services. The Districts each grant to the Coordinating District the right to occupy any place, public or private, which the Districts might occupy for the purpose of fulfilling the obligations of the Coordinating District hereunder. To implement the foregoing, the Districts each agree to exercise such authority and do such acts as may reasonably be requested by the Coordinating District; provided that, any legal, engineering, technical or other services required, or costs incurred, for the enjoyment of this right shall be performed by a person in the employment of or under contract with, and paid by, the Coordinating District. (b) Specific Provisions Regarding Conveyances and Dedications of Real Property Interests. The Districts each expressly acknowledge and agree that in order for the Districts and users of the Improvements to have beneficial use of certain of the Improvements, attendant real property interests, such as easements, must be acquired by the Coordinating District. The Districts each agree that upon request of the Coordinating District from time to time, they shall be responsible for acquiring and/or dedicating, as applicable, all such real property interests to the Coordinating District in accordance with and subject to the following terms and conditions: (i) To the extent practicable, the Coordinating District shall designate easement corridors and properties to be dedicated taking into account the need to develop and subdivide the real property within the Districts on a commercially reasonable basis. (ii) All easement interests, whether by grant from one or more of the Districts, the developers, or by assignment or otherwise, shall be conveyed to the Coordinating District in consideration of the Coordinating District's commitment to provide services hereunder, in form and substance reasonable satisfactory to the Coordinating District and its legal counsel. Third-party easements shall be assigned to the Coordinating District by way of assignment in form and substance reasonably satisfactory to the Coordinating District and its legal counsel. (iii) Conveyances of fee title to the Coordinating District shall be evidenced by special warranty deeds in form and substance reasonably satisfactory to the Coordinating District and its legal counsel. {00223784.DOC v:7 } 22 (iv) All real property interests shall be conveyed to the Coordinating District free of any financial liens or encumbrances and subject only to such title burdens as are reasonably acceptable to the Coordinating District. The respective grantor or assignor of each real property interest, unless this requirement is waived by the Coordinating District with respect to a particular conveyance, shall cause a title company acceptable to the Coordinating District, in the Coordinating District's reasonable discretion, to issue and deliver a title commitment or commitments to the Coordinating District describing all those matters that affect title to the subject real property interest(s), together with photocopies of all documents listed as exceptions to title in the title commitment(s). The respective grantor or assignor shall, as soon as reasonably practicable after the conveyance of the real property interest(s) to the Coordinating District, cause the title company to issue a policy or policies of title insurance to and for the benefit of the Coordinating District, in such insurance amount(s) and including such endorsements as the Coordinating District may reasonably determine and require. (v) From time to time, with respect to real property interest(s) that the Coordinating District determines to have a material value as a capital asset of the Coordinating District, the Coordinating District may require the applicable grantor or assignor to obtain a survey of the subject real property interest, certified to the Coordinating District, in form and substance satisfactory to the Coordinating District and containing such optional survey requirements as the Coordinating District may reasonably request. (c) Specific Provisions Regarding Conveyances and Dedications of Personal Property and Intangible Property. The Districts each agree that the following provisions shall apply with respect to all conveyances and dedications of personal property, whether tangible or intangible, to the Coordinating District hereunder: (i) Unless waived by the Coordinating District in writing, all personal property shall be conveyed by the respective grantor or assignor to the Coordinating District with full warranty of title and subject to no liens, pledges, encumbrances, or other title burdens. (ii) All personal property shall be conveyed by bill of sale, assignment, or other document or instrument of transfer in form and substance satisfactory to the Coordinating District and its legal counsel. (iii) The respective grantor or assignor shall be responsible for obtaining any necessary third party consents or approvals to any such conveyance or assignment. (iv) To the extent warranties or guarantees exist with respect to such personal property interests, and to the extent the same are assignable, they shall be assigned to the Coordinating District. {00223784.Doc v:7) 23 ARTICLE 10. EVENTS OF DEFAULT 10.1 Events of Default. The occurrence or existence of any one or more of the following events shall be an Event of Default hereunder, and there shall be no default or Event of Default hereunder except as provided in this Section: (a) a Financing District fails or refuses to apply Pledged Revenues to a Financing Obligation in accordance with a Capital Pledge Agreement, and such failure continues for sixty (60) days after written notice specifying such default and requiring the same to be remedied is given to any of the parties hereto; (b) the Coordinating District fails or refuses to apply Pledged Revenues received by it under a Capital Pledge Agreement to the payment of Improvements Costs, and such failure continues for sixty (60) days after written notice specifying such default and requiring the same to be remedied is given to any of the parties hereto; (c) any representation or warranty made by any party in this Agreement proves to have been untrue or incomplete in any material respect when made and which untruth or incompletion would have a material adverse effect upon any other party; (d) any party fails in the performance of any other of its covenants in this Agreement or a Financing IGA, and such failure continues for sixty (60) days after written notice specifying such default and requiring the same to be remedied is given to any of the parties hereto; or (e) (1) any party shall commence any case, proceeding, or other action (A) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order for relief entered with respect to it or seeking to adjudicate it insolvent or bankrupt or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, or other similar official for itself or for any substantial part of its property, or any party shall make a general assignment for the benefit of its creditors; or (2) there shall be commenced against any party any case, proceeding, or other action of a nature referred to in clause (1) and the same shall remain not dismissed within ninety (90) days following the date of filing; or (3) there shall be commenced against any party any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, distraint, or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed, or bonded pending appeal within ninety (90) days from the entry thereof; or (4) any party shall take action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (1), (2) or (3) above; or (5) any party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due. (00223784.Doc v:7) 24 10.2 Remedies For Events of Default. Upon the occurrence and continuance of an Event of Default, any party may proceed to protect and enforce its rights against the party or parties causing the Event of Default by mandamus or such other suit, action, or special proceedings in equity or at law, in any court of competent jurisdiction, including an action for specific performance. In the event of any litigation or other proceeding to enforce any of the terms, covenants or conditions hereof, the prevailing party in such litigation or other proceeding shall obtain, as part of its judgment or award, its reasonable attorneys' fees and costs. ARTICLE 11. INSURANCE 11.1 General. The Districts shall, to the extent the same are reasonably and commercially available, maintain the following insurance coverages with companies and in amounts acceptable to each District's respective Board: (a) General liability coverage protecting the Districts and their officers, directors, and employees against any loss, liability, or expense whatsoever from personal injury, death, property damage, or otherwise, arising from or in any way connected with management, administration, or operations. (b) Directors and officers liability coverage (errors and omissions) protecting the Districts and their directors and officers against any loss, liability, or expense whatsoever arising from the actions and/or inactions of the Districts and their directors and officers in the performance of their duties. (c) Operations coverage designed to insure against injury to third parties or the property of third parties. 11.2 Workers' Compensation. The Coordinating District shall obtain workers' compensation insurance, social security employment insurance and unemployment compensation for its employees, if any, performing duties under this Agreement, as required by any law of the State of Colorado or the federal government. 11.3 Certificates. Upon written request, each District shall furnish to the other Districts certificates of insurance evidencing compliance with the foregoing requirements. ARTICLE 12. REPRESENTATIONS AND WARRANTIES OF THE DISTRICTS 12.1 Representations of Covenanting District. In addition to the other representations, warranties and covenants made by the Districts herein, each of the Districts (a"Covenanting District") hereby makes the following representations and warranties to each of the other Districts: (a) The Covenanting District is a quasi-municipal corporation and political subdivision duly organized and validly existing under the laws of the State of Colorado. (00223784.DOC v7 } 25 (b) The Covenanting District has all requisite corporate power and authority to execute, deliver, and to perform its obligations under this Agreement. The Covenanting District's execution, delivery, and performance of this Agreement has been duly authorized by all necessary action. (c) The Covenanting District is not in violation of any applicable provisions of law or any order of any court having jurisdiction in the matter, which violation could reasonably be expected to materially adversely affect the ability of the Covenanting District to perform its obligations hereunder. The execution, delivery and performance by the Covenanting District of this Agreement(i) will not violate any provision of any applicable law or regulation or of any order, writ,judgment or decree of any court, arbitrator, or governmental authority, (ii) will not violate any provision of any document or agreement constituting, regulating, or otherwise affecting the operations or activities of the Covenanting District in a manner that could reasonably be expected to result in a material adverse effect, and (iii) will not violate any provision of, constitute a default under, or result in the creation or imposition of any lien, mortgage, pledge, charge, security interest, or encumbrance of any kind on any of the revenues or other assets of the Covenanting District pursuant to the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which the Covenanting District is a party or which purports to be binding upon the Covenanting District or upon any of its revenues or other assets which could reasonably be expected to result in a material adverse effect. (d) The Covenanting District has obtained all consents and approvals of, and has made all registrations and declarations with any governmental authority or regulatory body required for the execution, delivery, and performance by the Covenanting District of this Agreement. (e) There is no action, suit, inquiry, investigation, or proceeding to which the Covenanting District is a party, at law or in equity, before or by any court, arbitrator, governmental or other board, body, or official which is pending or, to the best knowledge of the Covenanting District, threatened, in connection with any of the transactions contemplated by this Agreement nor, to the best knowledge of the Covenanting District, is there any basis therefore, wherein an unfavorable decision, ruling, or finding could reasonably be expected to have a material adverse effect on the validity or enforceability of, or the authority or ability of the District to perform its obligations under, this Agreement. (f) This Agreement constitutes the legal, valid, and binding obligation of the Covenanting District, enforceable against the District in accordance with its terms (except as such enforceability may be limited by bankruptcy, moratorium, or other similar laws affecting creditors' rights generally and provided that the application of equitable remedies is subject to the application of equitable principles). ;00223784.Doc v.7 y 26 ARTICLE 13. NOTICES 13.1 All notices, certificates, or other communications required to be given to any of the persons set forth below pursuant to any provision of this Agreement shall be in writing, shall be given either in person or by certified or registered mail, and if mailed, shall be addressed as follows: District No. 2: Pioneer Metropolitan District No. 2 141 Union Blvd., #150 Lakewood, CO 80228 Attn: Lisa Johnson District No. 3: Pioneer Metropolitan District No. 3 141 Union Blvd., #150 Lakewood, CO 80228 Attn: Lisa Johnson District No. 4: Pioneer Metropolitan District No. 4 141 Union Blvd., #150 Lakewood, CO 80228 Attri: Lisa Johnson District No. 5: Pioneer Metropolitan District No. 5 141 Union Blvd., #150 Lakewood, CO 80228 Attn: Lisa Johnson Each with a copy to: McGeady Sisneros, P.C. 450 E. 17`h Avenue, Suite 400 Denver, CO 80203 Attn: MaryAnn M. McGeady 13.2 The persons designated above may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, or other communications shall be sent. ARTICLE 14. NO RECOURSE AGAINST OFFICERS AND AGENTS Pursuant to §11-57-209 of the Supplemental Act, if a member of the Board of Directors or any officer or agent of any of the Districts acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the Financing Obligation. Such recourse shall not be available either directly or indirectly through the Board or the District, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or {00223784.DOC v 7} 27 otherwise. By the acceptance of this Agreement and as a part of the consideration hereof, each party specifically waives any such recourse. ARTICLE 15. INTERPRETATION In this Agreement, unless the context otherwise requires: (a) the terms "herein", "hereunder", "hereby", "hereto", "hereof', and any similar term, refer to this Agreement as a whole and not to any particular article, section, or subdivision hereof; the term "heretofore" means before the date of execution of this Agreement, the term "now" means at the date of this Agreement, and the term "hereafter" means after the date of this Agreement; (b) words of the masculine gender include correlative words of the feminine and neuter genders; words importing the singular number include the plural number and vice versa; and the word "person" or similar term includes, but is not limited to, natural persons, firms, associations, corporations, partnerships, and public bodies; (c) the captions or headings of this Agreement, and the table of contents appended to copies hereof, are for convenience only and in no way define, limit, or describe the scope or intent of any provision, article, or section of this Agreement; (d) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; and (e) all exhibits referred to herein are incorporated herein by reference. ARTICLE 16. MISCELLANEOUS 16.1 Relationship of the Parties. This Agreement does not and shall not be construed as creating a relationship of joint venturers, partners, or employer-employee between or among the Districts and between any District and any developer of property within the Districts. The Districts intend that this Agreement be interpreted as creating an independent contractor relationship, as provided in Section 8-40-202(2)(b)(I)-(IV), C.R.S., as amended. It is agreed that the means, methods, techniques, sequences or procedures of work or for safety precautions incident thereto required by this Agreement shall, except as otherwise provided herein, lie solely with the Coordinating District. No District shall,with respect to any activity, be considered an agent or employee of any other District(s). The Coordinating District and its agents and employees shall not be entitled to worker's compensation benefits from the Developer or any Districts other than the Coordinating District, and the Coordinating District shall be responsible for all federal and state income tax due on any moneys earned pursuant to the independent contractor relationship. 16.2 Integration. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of ;00223784 DOC r7 } 28 the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment, or warranty outside those expressly set forth in this Agreement. 16.3 Unenforceability; Severability; Cure. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions hereof, then such stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible. 16.4 Assignment. Except for any assignments to Pioneer Regional by the Coordinating District pursuant to Section 1.3 above, this Agreement may not be assigned or transferred by any party without the prior written consent of each of the other parties. 16.5 Governing Law. This Agreement shall be governed by and construed under the applicable laws of the State of Colorado. 16.6 Amendment; Modification. This Agreement may be amended or supplemented by the parties, but any such amendment or supplement must be in writing and must be executed by all parties. 16.7 Legal Holidays. If the date for making any payment or performing any action hereunder shall be a legal holiday or a day on which banks in Denver, Colorado, are authorized or required by law to remain closed, such payment may be made or act performed on the next succeeding day which is not a legal holiday or a day on which banks in Denver, Colorado, are authorized or required by law to remain closed. 16.8 Authorship. Each party has participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. 16.9 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 16.10 Further Assurances. Each District covenants that it will do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered, such acts, instruments, and documents as may reasonably be required for the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties have executed this Facilities Funding, Construction, and Operations Agreement as of the date first set forth above. (00223784DOC 3.7} 29 a c�-; y'�.• :te aa •L•i :Z 42: (S EA PIONEER METROPOLITAN DISTRICT &.. %.2( , NO. 2 ' ° cc �t: By: c tart' or Assista Secretary Joel . Farkas, President �;,Q,o...... 0 7. .O- (S E A.g? PIONEER METROPOLITAN DISTRICT O•o 4:w NO. 3 o A t .,...,,., •``� /L��- .. s_ By: Joe H. Farkas, President e • y or Assis r.nt Secretary d, Q9UTMN Pis-' • �. '.2 -: (S E At: PIONEER METROPOLITAN DISTRICT NO. 4 ta%co ` : ,? B , y: tary or Assis ant Secretary Joel . Farkas, resident LG. VE5 Z. (S E A:h PIONEER METROPOLITAN DISTRICT -= :p NO. 5 A f:i , By: Secretary or Assi.tant Secretary Joel . Farkas, President {00223784 DOC v:7 } 30 ADDENDUM By execution of this addendum ("Addendum") to that certain Facilities Funding, Construction, and Operations Agreement dated March 26, 2012, between and among Pioneer Metropolitan District No. 2, Pioneer Metropolitan District No. 4, Pioneer Metropolitan District No. 5, (the "Districts") and Pioneer Metropolitan District No. 3 (the"Service Provider") ("Agreement"), the parties to the Agreement further agree as follows: 1. Service Provider shall execute a Certification of Compliance with Section 8-17.5 — 102(1), C.R.S., which Certification of Compliance is attached hereto as Exhibit A and incorporated herein by this reference. 2. In accordance with Section 8-17.5-102(2)(a), C.R.S., Service Provider shall not: a. Knowingly employ or contract with an illegal alien to perform work under the Agreement; or b. Enter into a contract with a contractor that fails to certify to the Service Provider that the contractor shall not knowingly employ or contract with an illegal alien to perform work under the Agreement. 3. The Service Provider represents and warrants that it has verified or attempted to verify through participation in the Basic Pilot Program' that the Service Provider does not employ any illegal aliens and, if the Service Provider is not accepted into the Basic Pilot Program prior to entering into this Addendum, the Service Provider shall apply to participate in the Basic Pilot Program every three months until the Service Provider is accepted or the Agreement has been completed, whichever is earlier. This provision shall be applicable for so long as the Basic Pilot Program is in effect. 4. Service Provider is prohibited from using Basic Pilot Program procedures to undertake pre-employment screening of job applicants while the Agreement is in effect. 5. If the Service Provider obtains actual knowledge that a contractor performing work under the Agreement knowingly employs or contracts with an illegal alien, the Service Provider shall: a. Notify the contractor and the District within three days that the Service Provider has actual knowledge that the contractor is employing or contracting with an illegal alien; and b. Terminate the contract with the contractor if within three days of receiving the notice the contractor does not stop employing or contracting with the illegal alien; except that the Service Provider shall not terminate the contract with the contractor if during such three days "Basic Pilot Program" is defined as the Basic Pilot Employment Verification Program created in Public Law 208, 104th Congress,as amended, and expanded in Public Law 156, 108th Congress, as amended, that is administered by the United States Department of Homeland Security. 00223784.DOC v 7 ) A-1 the contractor provides information to establish that the contractor has not knowingly employed or contracted with an illegal alien. 6. Service Provider shall comply with any reasonable request by the Colorado Department of Labor made in the course of an investigation that the Department is undertaking, pursuant to the law. IN WITNESS WHEREOF, the Parties have executed this Addendum on March 26, 2012. (S E A'• PIONEER METROPOLITAN DISTRICT o• :o NO. 2 t` ' Attest: :^' \ ` `'Z•�.C 00 \S) a_ _ By: etary or Assist t Secretary Joe H. Farkas, President Q&TAN % ( • 44%.• ' ••ci• PIONEER METROPOLITAN DISTRICT ate' •o NO. 4 Lc' •. , I,;: (S E%t 5 c?s At By: e ary or Assist t Secretary Joel . Farkas, President ;f,-0X9LITgy0 (S E A PIONEER METROPOLITAN DISTRICT I K. COLO . NO. 5 r By: ecr tary r Assista Secretary Joel H Farkas, President ,i`v(ROLlTAN D/S,T §' P r O RVICE PROVIDER: � , .z (S FgAio PIONEER METROPOLITAN DISTRICT � NO. 3 o� cow.e. . s AJ&6L- By: ScCary or Ass' tant Secretary Joel II. arkas, President I (00223784_DOC v'7) A-2 EXHIBIT A CERTIFICATION OF COMPLIANCE WITH § 8-17.5-102(1), C.R.S. In reference to that certain Facilities Funding, Construction, and Operations Agreement, the undersigned hereby certifies to Pioneer Metropolitan District No. 2, Pioneer Metropolitan District No. 4, and Pioneer Metropolitan District No. 5, that as of the date listed below, it does not knowingly employ or contract with an illegal alien and it has participated or attempted to participate in the "Basic Pilot Program"2 in order to verify that it does not employ any illegal aliens. ed this "day of kc6Y(An , 2012 k.\�LOpOLITA.v 0STP/ (S EA-k PIONEER METROPOLITAN DISTRICT z NO. 3 O 0 O%cp ot. � u ..Gpv - \ J.JUVGiJ By: cr ry or Assista t Secretary Joel H. arkas, President 2 "Basic Pilot Program" is defined as the Basic Pilot Employment Verification Program created in Public Law 208, 104`h Congress, as amended,and expanded in Public Law 156, 108th Congress, as amended,that is administered by t he United States Department of Homeland Security. (00223784.DOC N-7 } A-3 INTERGOVERNMENTAL AGREEMENT REGARDING ASSIGNMENT OF REIMBURSEMENT OBLIGATIONS; CONSENT TO CONSTRUCTION; AND COLLECTION OF REGIONAL MILL LEVY This Intergovernmental Agreement Regarding Assignment of Reimbursement Obligations; Consent to Construction and Collection of Regional Mill Levy (this"Agreement") is entered into this).O`day of Mar.L- , 2012 (the"Effective Date") by and between Pioneer Regional Metropolitan District ("Pioneer Regional") and Pioneer Metropolitan District No, 3 ("Pioneer 3"), each a quasi-municipal corporation and political subdivision of the State of Colorado. Pioneer Regional and Pioneer 3 may each be referred to herein as a"Party" and collectively, as the"Parties." RECITALS WI-HEREAS, Pioneer Regional previously was organized to work in cooperation with Pioneer Metropolitan Districts Nos. 1 through 6 (collectively, the "Pioneer Districts") to, among other things, provide water and wastewater services to the Service Area which is known as the "Pioneer Community;" WHEREAS, on January 22, 2008, Pioneer Regional provided written assurances to Prospect Farms II Moldings, LLC,that it would exercise reasonable effort to install and construct the water and wastewater infrastructure to provide water and wastewater services to its property (the"Will Serve Letter"); WIIEREAS,the Will Serve Letter contemplated that the water and wastewater service to the property shall be through an intergovernmental agreement between Pioneer Regional and other Pioneer Districts; WHEREAS, pursuant to Pioneer Regional's Service Plan, Pioneer Regional is responsible for managing the construction of public facilities and improvements within the Service Area and the operation of water and sewer infrastructure; WI IEREAS, Pioneer Regional entered into that certain 2006-2007 Operation Funding Agreement dated November 8, 2006 with Pioneer Communities, Inc ("PC1") pertaining to the advancement of funds to Pioneer Regional for payment of Pioneer Regional's operations and maintenance expenses (the "PCI OFA") WHEREAS, Pioneer Regional entered into that certain 2007-2008 Operation Funding Agreement dated March 26, 2008 with PCI and Quebec Corp., ("Quebec") pertaining to the advancement of funds to Pioneer Regional for payment of Pioneer Regional's operations and maintenance expenses (the "PCI/Quebec OFA"); WHEREAS, Pioneer Regional entered into that certain 2009 Operation Funding Agreement dated November 12, 2008 and that certain 2010 Operation Funding Agreement dated November 11, 2009 with Quebec pertaining to the advancement of funds to Pioneer Regional for {00224661.DOCX v:3} payment of Pioneer Regional's operations and maintenance expenses (collectively, the "Quebec OFAs"); WHEREAS, collectively the PCI OFA, the PCl/Quebec OFA and the Quebec OFAs will be referred to herein as the ("OFAs"); WHEREAS, on November 11, 2009, the Board of Directors for Pioneer Regional approved Pioneer Regional to enter into a Capital Projects Funding Agreement with Quebec (the "Project Funding Agreement"); WHEREAS, collectively, the OFAs and the Project Funding Agreement are referred to herein as the "Reimbursement Agreements" and all amounts owing under the Reimbursement Agreements will be referred to herein as the "Reimbursement Obligations;" WHEREAS, on August 18, 2010, Pioneer Regional entered into that certain Front Range Project Funding and Reimbursement Agreement (the "Front Range Agreement") and all amounts owing thereunder including any interest thereon will be referred to herein as the "Retained Reimbursement Obligations;" WHEREAS, Pioneer Regional is to collect fees from its service users to pay for costs incurred to organize the Pioneer Districts and to provide services to the Service Area within the Pioneer Districts (collectively, the "Organizational and Service Costs"); collectively, the Organizational and Service Costs incurred by Pioneer Regional together with the Reimbursement Obligations shall be referred to herein as the "Pioneer Community Reimbursement Obligations;" and WHEREAS, development has not begun in the Pioneer Community; WHEREAS, Pioneer Regional agrees to assign its responsibility for repayment of the Pioneer Community Reimbursement Obligations (expressly excluding the Retained Reimbursement Obligations) to Pioneer 3 with the consent of PCI and Quebec (collectively, the "Creditors") and in exchange Pioneer Regional agrees to not include the costs incurred in any rate structure for service established by Pioneer Regional for future services provided to the Pioneer Community; WHEREAS, under Pioneer 3's Service Plan, Pioneer 3 has the authority to construct public infrastructure to benefit the future residents of its Service Area, including, but not limited to, water infrastructure; WHEREAS, Pioneer Regional agrees and consents to Pioneer 3's construction of water infrastructure in the future even if some of the infrastructure is provided for in Pioneer Regional's Service Plan; WHEREAS, the Service Plans for the Pioneer Districts provide for the imposition of a Regional Mill Levy to be remitted to Pioneer Regional (the "Regional Mill Levy") (00224661.DOCX v:3 } 2 WHEREAS, Sections 29-1-103 and 29-20-105, Colorado Revised Statutes,expressly authorizes and provides authority for governments to enter into contracts with one another to provide any function, service or facility lawfully authorized by such governments, including the sharing of costs; AGREEMENT NOW, THEREFORE, in consideration of the mutual promises,covenants and agreements contained herein, such consideration being acknowledged as sufficient and of significant value, the Parties agree as follows: 1. Assignment of Pioneer Community Reimbursement Obligations. Pioneer Regional hereby assigns all obligations it has with respect to the Pioneer Community Reimbursement Obligations to Pioneer 3. By its execution hereof, Pioneer 3 hereby assumes such Pioneer Community Reimbursement Obligations. 2. No Assignment of Retained Reimbursement Obligations. Pioneer Regional does not assign and Pioneer Regional shall remain responsible for the Retained Reimbursement Obligations. 3. Pioneer Regional Rate Structure. In consideration of the assumption by Pioneer 3 of the Pioneer Community Reimbursement Obligations,at such time as Pioneer Regional establishes its rate structure for provision of services to end users within the Pioneer Community, Pioneer Regional agrees that in determining such rate structure,the Pioneer Community Reimbursement Obligations costs shall be excluded from the calculation. 4. Consent to Assignment. By its execution below, the Creditors hereby consent to the assignment of the Pioneer Community Reimbursement Obligations to Pioneer 3 and the Creditors agree to look solely to Pioneer 3 for collection thereof. 5. Consent to Construction. Pioneer Regional hereby consents to and agrees that it will not object to Pioneer 3's construction or causing such construction to be done, in the future,of water or wastewater infrastructure that may be construed as a Pioneer Regional obligation under Pioneer Regional's Service Plan provided Pioneer 3 gives Pioneer Regional advance written notice together with a copy of the construction plans prior to commencement of such construction. Further, the Parties agree that if Pioneer 3 undertakes any water or wastewater infrastructure, the Parties will enter into an agreement with each other prior to connection of service to any user within the Pioneer Regional Service Area as defined in the Service Plan to ensure each Party has adequate access in phases to such infrastructure in order to provide its services under its respective Service Plan and such that Pioneer Regional can satisfy the terms and provisions of the Will Serve Letter. 6. Regional Mill Levy. Pioneer 3 hereby agrees that, Pioneer 3 shall collect the Regional Mill Levy as the same is imposed by District Nos. 2 through 5 and shall remit the entirety of the same to Pioneer Regional. {00224661.DOCX v:3} 3 7. Binding Effect. This Agreement shall be binding on the Parties and their respective successors and assigns. 8. Assignment. Neither Party shall assign any of its rights or obligations hereunder without the written consent of the other Party, unless such assignment is to a successor-in-interest by operation of law. 9. I leadings. "I'he captions of paragraphs are set forth only for convenience and reference of the Parties and are not intended in any way to define, limit or describe the scope or intent of this Agreement. 10. Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement will continue in full force and effect. 11. Amendment. This Agreement may be amended only by an instrument in writing signed by the Parties or their successors or assigns. 12, Governing Law, This Agreement shall be construed under and governed by the laws of the State of Colorado. 13, Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, and all such counterparts taken together will constitute one and the same instrument. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date, (00224661 DOCX v 3 ) 4 PIONEER REGIONA ETROPOLITAN DISTRICT, a qu• '-m icipal corporation and political Su division of the State of Colorado By: Joel Farkas,President ATTEST: It r- Sberetary PIONEER ETROPOLITAN DIST'RIC'T NO. 3, a • i-municipal corporation and political Subdivision of the State of Colorado Joel Farkas, President AT TEST': l etc Se ttary (00224661.rXX:X v:3 ) 5 CONSENT OF CREDITORS: BY THEIR EXECUTION BELOW, THE CREDITORS HEREBY CONSENT TO THE FOREGOING AGREEMENT AND AGREE TO LOOK SOLELY TO PIONEER 3 FOR -�h,� REPAYMENT OF THE REIMBURSEMENT OBLIGATIONS. DATED AS OF TI IE _0'kolt `_ DAY OF P4Q)-C4/1 2012. QUEBE 'OT '., Name: t-4 . Fca r 14G Title: A rP; LC{_ i7`� I'IONE , C MMUNITII S, INC. By: /G1/l/• Name:_ >e-t '�� Title: e ,fit a 002246 I.1)QC'X y.3 } 6 INDENTURE OF TRUST between PIONEER METROPOLITAN DISTRICT NO.3 WELD COUNTY, COLORADO as Issuer and UMB BANK,N.A. as Trustee relating to $4,150,000 Pioneer Metropolitan District No.3 Weld County, Colorado Limited Tax General Obligation Bonds Taxable Series 2012 Dated as of April 1, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions 3 Section 1.02. Interpretation 10 Section 1.03. Computations 11 Section 1.04. Exclusion of Bonds Held By The District 11 Section 1.05. Certificates and Opinions 11 Section 1.06. Acts of Consent Parties 12 Section 1.07. Indenture to Constitute Contract 13 ARTICLE II THE BONDS Section 2.01. Authorization,Terms, Payment, and Form of Bonds 13 Section 2.02. Purpose of Issuance of Bonds 15 Section 2.03. Trustee as Paying Agent and Bond Registrar 15 Section 2.04. Execution of Bonds; Signatures 16 Section 2.05. Persons Treated as Owners 16 Section 2.06. Lost, Stolen, Destroyed, or Mutilated Bonds 16 Section 2.07. Delivery of Bonds 16 Section 2.08. Trustee's Authentication Certificate 16 Section 2.09. Registration, Exchange, and Transfer of Bonds 17 Section 2.10. Cancellation of Bonds 17 Section 2.11. Book-Entry System 18 ARTICLE III REVENUES AND FUNDS Section 3.01. Source of Payment of Bonds 19 Section 3.02. Creation of Funds and Accounts 19 Section 3.03. Initial Credits 19 Section 3.04. Flow of Funds 19 Section 3.05. Project Fund 20 Section 3.06. Bond Fund 20 Section 3.07. Surplus Fund 21 Section 3.08. Costs of Issuance Fund 22 Section 3.09. Trustee's Fees, Charges, and Expenses 22 Section 3.10. Moneys to be Held in Trust 22 Section 3.11. Pledge of Revenues 23 Section 3.12. Nonpresentment of Bonds 23 ARTICLE IV COVENANTS OF DISTRICT Section 4.01. Performance of Covenants, Authority 23 4847-1810-1775.3 Section 4.02. Instruments of Further Assurance 24 Section 4.03. Covenant to Impose Required Mill Levy 24 Section 4.04. No Additional Bonds 25 Section 4.05. Additional Covenants and Agreements 25 ARTICLE V PRIOR REDEMPTION Section 5.01. Prior Redemption 26 Section 5.02. Redemption Procedure and Notice 27 ARTICLE VI INVESTMENTS Section 6.01. Investments 28 Section 6.02. Use of Interest Income 28 ARTICLE VII DISCHARGE OF LIEN Section 7.01. Discharge of the Lien of the Indenture 29 Section 7.02. Continuing Role as Bond Registrar and Paying Agent 30 ARTICLE VIII DEFAULT AND REMEDIES Section 8.01. Events of Default 30 Section 8.02. Remedies on Occurrence of Event of Default 31 Section 8.03. Majority of Owners May Control Proceedings 32 Section 8.04. Rights and Remedies of Owners 32 Section 8.05. Application of Moneys 33 Section 8.06. Trustee May Enforce Rights Without Bonds 33 Section 8.07. Trustee to File Proofs of Claim in Receivership, Etc 33 Section 8.08. Delay or Omission No Waiver 33 Section 8.09. No Waiver of One Default to Affect Another; All Remedies Cumulative 33 Section 8.10. Discontinuance of Proceedings on Default; Position of Parties Restored 34 Section 8.11. Waivers of Events of Default 34 Section 8.12. Notice of Default; Opportunity to Cure Defaults 34 ARTICLE IX CONCERNING TRUSTEE Section 9.01. Acceptance of Trusts and Duties of Trustee 35 Section 9.02. Fees and Expenses of the Trustee 37 Section 9.03. Resignation or Replacement of Trustee 38 Section 9.04. Conversion, Consolidation, or Merger of Trustee 39 Section 9.05. Trustee Protected in Relying Upon Resolutions, Etc 39 ARTICLE X SUPPLEMENTAL INDENTURES ii 4847-1810-17753 Section 10.01. Supplemental Indentures Not Requiring Consent 39 Section 10.02. Supplemental Indentures Requiring Consent 40 Section 10.03. Execution of Supplemental Indenture 41 ARTICLE XI MISCELLANEOUS Section 11.01. Parties Interested Herein 41 Section 11.02. Severability 41 Section 11.03. Governing Law 42 Section 11.04. Execution in Counterparts 42 Section 11.05. Notices; Waiver 42 Section 11.06. Holidays 42 Section 11.07. No Recourse against Officers and Agents 43 Section 11.08. Conclusive Recital 43 Section 11.09. Limitation of Actions 43 Section 11.10. Electronic Transactions 43 EXHIBIT A Form of Bond EXHIBIT B Form of Project Fund Requisition 4847-1810-1775.3 This INDENTURE OF TRUST (this "Indenture") is dated as of April I, 2012 and entered into by and between PIONEER METROPOLITAN DISTRICT NO. 3, Weld County, Colorado (the "District"), a quasi-municipal corporation duly organized and existing as a metropolitan district and political subdivision of the State of Colorado (the "State") under the constitution and laws of the State, and UMB BANK, N.A., Denver, Colorado, a national banking institution authorized to accept and execute trusts of the character herein set out, having a trust office in Denver, Colorado, as trustee(the"Trustee"). RECITALS WHEREAS, the District is a quasi-municipal corporation and political subdivision of the State of Colorado, duly organized and existing as a metropolitan district under the constitution and laws of the State of Colorado (all capitalized terms used and not otherwise defined in the recitals hereof shall have the respective meanings assigned in Section 1.01 below); and WHEREAS, the District was created for the purpose of providing certain public improvements and services to and for the benefit of the properties within and without the boundaries of the District, together with all necessary, incidental, and appurtenant facilities, equipment, land and easements or other interests in property, and maintaining and operating such improvements, all in accordance with Title 32, Article 1, C.R.S.; and WHEREAS, pursuant to Section 32-1-1101(1), C.R.S., the District is authorized to incur indebtedness for the foregoing purposes to carry out the purposes of the District; and WHEREAS, the Board of Directors of the District (the "Board") previously determined that the interests of the District and the public interest demand the design, acquisition, construction and installation of certain public infrastructure and the reimbursement of certain capital costs, organizational expenses and operating expenditures (as more particularly defined in Section 1.01 hereof,the"Project"); and WHEREAS, the Board has determined that it is in the best interests of the District, and the inhabitants and taxpayers thereof, that the Project be financed by the issuance of bonds, and that for such purpose there shall be issued taxable limited tax general obligation bonds in the original aggregate principal amount of $4,150,000 (as more particularly defined hereafter, the "Bonds"); and WHEREAS, the Bonds shall be issued pursuant to the provisions of Title 32, Article 1, Part 11, C.R.S., and all other laws thereunto enabling; and WHEREAS, the Board specifically elects to apply the provisions of Title I I, Article 57, Part 2, C.R.S., to the Bonds; and WHEREAS, in connection with the issuance of the Bonds, Pioneer Metropolitan District Nos. 2, 4 and 5 have entered into Capital Pledge Agreements; and 4847-1810-1775.3 WHEREAS, the Bonds shall be payable solely from the Pledged Revenue (as defined herein) which includes amounts derived under the Capital Pledge Agreements; and WHEREAS, the Bonds initially shall be issued in denominations of$500,000 each, and in integral multiples above $500,000 of not less than $1,000 each, and will be exempt from registration under the Colorado Municipal Bond Supervision Act, being Title 11, Article 59, C.R.S.; and WHEREAS, the Bonds are payable from a limited debt service mill levy of fifty (50) mills (not subject to adjustment), and therefore the Bonds are authorized under Section 32-1- 1101(6)(b), C.R.S.; and WHEREAS, the District has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Bonds; and WHEREAS, all things necessary to make the Bonds, when executed by the District and authenticated and delivered by the Trustee hereunder, the valid obligations of the District, and to make this Indenture a valid agreement of the District, in accordance with their and its terms, have been done; NOW,THEREFORE, THIS INDENTURE OF TRUST WITNESSETH: GRANTING CLAUSES The District, in consideration of the premises and of the mutual covenants herein contained, the acceptance by the Trustee of the trusts hereby created, and of the purchase and acceptance of the Bonds by the Owners thereof and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to secure the payment of the principal of and interest on the Bonds at any time Outstanding under this Indenture, according to their tenor and effect, and to secure the performance and observance of all the covenants and conditions in the Bonds, the Bond Resolution, and this Indenture of Trust, and to declare the terms and conditions upon and subject to which the Bonds arc issued and secured, does hereby grant to the Trustee, and to its successors in trust, and to them and their assigns forever, the following: GRANTING CLAUSE FIRST: The Pledged Revenue, the Bond Fund, the Project Fund, the Surplus Fund, and all other moneys, securities, revenues, receipts, and funds from time to time held by the Trustee under the terms of this Indenture, and a security interest therein; and GRANTING CLAUSE SECOND: All right, title, and interest of the District in any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind, given, granted, assigned, pledged, conveyed, mortgaged, or transferred by the District or by anyone on its behalf 2 4647-1810-1775 3 as and for additional security hereunder, and the Trustee is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; THE TRUSTEE SHALL HOLD the Trust Estate for the benefit of the Owners from time to time of the Bonds, as their respective interests may appear; and the property granted herein is also granted for the equal benefit, of all present and future Owners of the Bonds as if all the Bonds had been executed and delivered simultaneously with the execution and delivery of this Indenture; TO HAVE AND TO HOLD the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended to be, to the Trustee and its successors in said trust and assigns forever; IN TRUST, NEVERTHELESS, upon the terms herein set forth for the equal and proportionate benefit, security, and protection of all Owners of the Bonds issued under and secured by this Indenture without privilege, priority, or distinction as to the lien or otherwise (except as herein expressly provided) of any of the Bonds over any other of the Bonds; PROVIDED, HOWEVER, that if the District, its successors, or assigns, shall well and truly pay, or cause to be paid, the principal of, premium if any, and interest on the Bonds at the times and in the manner provided in the Bonds, according to the true intent and meaning thereof; or shall provide, as permitted hereby and in accordance herewith, for the payment thereof by depositing with the Trustee or placing in escrow and in trust the entire amount due or to become due thereon, or certain securities as herein permitted, and shall well and truly keep, perform, and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed, and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this Indenture and the rights hereby granted shall cease, determine, and be void; otherwise this Indenture shall be and remain in full force and effect; THIS INDENTURE FURTHER WITNESSETH and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated, and delivered, and all said moneys, securities, revenues, receipts, and funds hereby pledged and assigned are to be dealt with and disposed of under, upon, and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter expressed, and the District has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners, from time to time, of the Bonds as follows: ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions. In this Indenture, except as otherwise expressly provided or where the context indicates otherwise, the following capitalized terms shall have the respective meanings set forth below: 3 4847-IS10-1775.3 "Accountant"means CliftonLarsonAllen LLP,Greenwood Village, Colorado. "Act"means Title 32, Article 1, Colorado Revised Statutes, as amended. "Additional Bonds" means (a) all obligations of the District for borrowed money and reimbursement obligations, (b) all obligations of the District payable from or constituting a lien or encumbrance upon ad valorem tax revenues of the District or any part of the Pledged Revenue, (c) all obligations of the District evidenced by bonds, debentures, notes, or other similar instruments, (d) all obligations of the District to pay the deferred purchase price of property or services, (e) all obligations of the District as lessee under capital leases, and (f) all obligations of others guaranteed by the District; provided that notwithstanding the foregoing, the term "Additional Bonds"does not include: (i) obligations issued solely for the purpose of paying operations and maintenance costs of the District, other than capital leases as set forth in (e) above, so long as (i) no amounts due or to become due on such obligations are payable from the District's debt service mill levy, and (ii) no amounts due or to become due on such obligations are payable from a District operations and maintenance mill levy in excess of ten (10) mills (which levy is not subject to adjustment for changes occurring after the date of issuance of the Bonds in the method by which assessed valuation is determined or for any other reason); (ii) obligations issued for any purpose, the repayment of which is contingent upon the District's annual determination to appropriate moneys therefor, other than capital leases as set forth in (e) above, so long as (i) such obligations are payable only to the extent the District has excess moneys on hand (which may include Capital Fees not pledged to the Bonds), (ii) such obligations are payable in any Fiscal Year only after the last scheduled payment of principal or interest on the Bonds in such Fiscal Year and only if, at the time of such payment, the amount on deposit in the Surplus Fund is equal to the Required Surplus Amount, and (iii) the District makes no promise to impose any tax, fee, or other governmental charge for the payment of such obligations; or (iii) obligations payable solely from periodic, recurring service charges (and not from Capital Fees) imposed by the District for the use of any District facility or service, which obligations do not constitute a debt or indebtedness of the District or an obligation required to be approved at an election under Colorado law. "Authorized Denominations" means, initially, the amount of $500,000 or any integral multiple of$1,000 in excess thereof, provided that: (a) no individual Bond may be in an amount which exceeds the principal amount coming due on any maturity date; and 4 4847-1810-17753 (b) in the event a Bond is partially redeemed and the unredeemed portion is less than $500,000, such unredeemed portion of such Bond may be issued in the largest possible denomination of less than $500,000, in integral multiples of not less than $1,000 each or any integral multiple thereof; and (c) the Authorized Denominations shall be reduced to $1,000 or any integral multiple thereof in the event that the Trustee receives an opinion of Counsel that the District has filed a notice of a claim of exemption, along with all other required documents necessary to exempt the Bonds under any of the exemptions from registration contemplated by Section 11-59-110, C.R.S., or any successor statute, or has taken other actions which permit the Bonds to be issued in denominations of $1,000 or integral multiples thereof under the Colorado Municipal Bond Supervision Act, Title 11, Article 59, C.R.S., or any successor statute. "Beneficial Owner" means any person for which a Participant acquires an interest in the Bonds. "Board"means the Board of Directors of the District. "Bond Fund" means the "Pioneer Metropolitan District No. 3 Limited Tax General Obligation Bonds, Taxable Series 2012, Bond Fund,"established by the provisions hereof for the purpose of paying the principal of,premium if any, and interest on the Bonds. "Bond Resolution" means the resolution authorizing the issuance of the Bonds and the execution of this Indenture, certified by the Secretary of the District to have been duly adopted by the District on April 12, 2012, including any amendments or supplements made thereto in accordance with the provisions thereof "Bond Year" means the period from December 2 of any calendar year through and including December I of the immediately succeeding calendar year. "Bonds" means the Limited Tax General Obligation Bonds, Taxable Series 2012, in the aggregate principal amount of $4,150,000, dated as of the date of issuance, and issued by the District pursuant to this Indenture and the Bond Resolution. "Capital Fees" means all fees, rates, tolls, penalties, and charges of a capital nature (excluding periodic, recurring service charges) imposed by the District or any District-owned "enterprise" of the District, as defined under Article X, Section 20 of the Colorado Constitution, created for services, programs, or facilities furnished by the District; and including the revenue derived from any action to enforce the collection of Capital Fees, and the revenue derived from the sale or other disposition of property acquired by the District from any action to enforce the collection of Capital Fees. 5 4847-1810-1775.3 "Capital Pledge Agreements" means, collectively, the District No. 2 Capital Pledge Agreement; the District No. 4 Capital Pledge Agreement; and the District No. 5 Capital Pledge Agreement. "Capital Pledge Agreement Revenue"means all revenue payable to the District under the Capital Pledge Agreements including, without limitation, ad valorem property tax revenue, Specific Ownership Tax revenue, and any other amounts pledged to the District or the Bonds thereunder. "Cede" means Cede & Co., the nominee of DTC as record owner of the Bonds, or any successor nominee of DTC with respect to the Bonds. "Certified Public Accountant" means an independent certified public accountant within the meaning of Section 12-2-115, C.R.S., and any amendment thereto, licensed to practice in the State of Colorado. "Consent Party" means the Owner of a Bond or, if such Bond is held in the name of Cede, the Participant (as determined by a list provided by DTC)with respect to such Bond. "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement dated as of April 18, 2012 by and among the District and CliftonLarsonAllen LLP entered into for the benefit of the owners of the Bonds. "Costs of Issuance Fund" means the "Pioneer Metropolitan District No. 3 Limited Tax General Obligation Bonds, Taxable Series 2012, Costs of Issuance Fund," established by the provisions hereof for the purpose of paying the costs incidental to the issuance of the Bonds. "Counsel' means a person, or firm of which such a person is a member, authorized in any state to practice law. "C.R.S." means the Colorado Revised Statutes, as amended and supplemented as of the date hereof "Depository" means any securities depository as the District may provide and appoint, in accordance with the guidelines of the Securities and Exchange Commission, which shall act as securities depository for the Bonds. "District" means Pioneer Metropolitan District No. 3, Weld County, Colorado, and its successors and assigns. "District No. 2"means Pioneer Metropolitan District No. 2, Weld County, Colorado. "District No. 2 Capital Pledge Agreement" means the Capital Pledge Agreement dated as of April 18, 2012 between the District and District No. 2. "District No. 4"means Pioneer Metropolitan District No. 4, Weld County, Colorado. 6 4847-1810-17753 "District No. 4 Capital Pledge Agreement" means the Capital Pledge Agreement dated as of April 18, 2012 between the District and District No. 4. "District No. 5"means Pioneer Metropolitan District No. 5, Weld County, Colorado. "District No. 5 Capital Pledge Agreement" means the Capital Pledge Agreement dated as of April 18, 2012 between the District and District No. 5. "District Representative" means the person or persons at the time designated to act on behalf of the District by the Bond Resolution or as designated by written certificate furnished to the Trustee containing the specimen signatures of such person or persons and signed on behalf of the District by its President and attested by its Secretary, and any alternate or alternates designated as such therein. "DTC' means the Depository Trust Company, New York, New York, and its successors and assigns. "Election"means the election held within the District on May 4, 2010. "Event of Default" means any one or more of the events set forth in Section 8.01 hereof. "Federal Securities" means direct obligations of(including obligations issued or held in book entry form on the books of), or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. "Interest Account"means the "Pioneer Metropolitan District No. 3 Limited Tax General Obligation Bonds, Taxable Series 2012, Interest Account of the Bond Fund," established by the provisions hereof for the purpose of paying the interest on the Bonds. "Interest Payment Date"means June 1 and December 1 of each year, commencing June 1, 2012 and continuing for so long as the Bonds are Outstanding. "Letter of Representations" means the letter of representations from the District to DTC to induce DTC to accept the Bonds as eligible for deposit at DTC. "Outstanding"or "Outstanding Bonds" means, as of any particular time, all Bonds which have been duly authenticated and delivered by the Trustee under this Indenture, except: (a) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for cancellation because of payment at maturity or prior redemption; 7 4847-1810-17753 (b) Bonds for the payment or redemption of which moneys or Federal Securities in an amount sufficient (as determined pursuant to Section 7.01(b) hereof) shall have been theretofore deposited with the Trustee, or Bonds for the payment or redemption of which moneys or Federal Securities in an amount sufficient (as determined pursuant to Section 7.01(b) hereof) shall have been placed in escrow and in trust; and (c) Bonds in lieu of which other Bonds have been authenticated and delivered pursuant to Section 2.06 or Section 2.09 hereof. "Owner(s)" or "Owner(s) of Bonds" means the registered owner(s) of any Bond(s) as shown on the registration books maintained by the Trustee. "Participants" means any broker-dealer, bank, or other financial institution from time to time for which DTC or another Depository holds the Bonds. "Permitted Investments" means any investment or deposit the District is permitted to make under then applicable law. "Pledged Capital Fees" means all Capital Fees except Capital Fees allocated by resolution of the District for the payment of public infrastructure constructed, acquired or installed for the benefit of the District, District No. 2, District No. 4 and/or District No. 5, provided that payment of such public infrastructure from Capital Fees be made within the fiscal year in which such Capital Fees are received by the District. "Pledged Revenue" means the moneys derived by the District, net of any costs of collection, from: (a) the Required Mill Levy; (b) all Capital Pledge Agreement Revenue; (c) all Pledged Capital Fees; and (d) the portion of the Specific Ownership Tax which is collected as a result of the imposition of the Required Mill Levy. "Project" means the public infrastructure and assets and capital costs, organizational expenses and operating expenditures, the debt for which was approved at the Election, including without limitation necessary or appropriate equipment. "Project Costs" means the District's costs properly attributable to the Project or any part thereof, including without limitation: (a) the costs of labor and materials, of machinery, furnishings, and equipment, and of the restoration of property damaged or destroyed in connection with construction work; 8 4847-1810-1775.7 (b) the costs of insurance premiums, indemnity and fidelity bonds, financing charges, bank fees, taxes, or other municipal or governmental charges lawfully levied or assessed; (c) administrative and general overhead costs; (d) the costs of reimbursing funds advanced by the District in anticipation of reimbursement from Bond proceeds, including any intrafund or interfund loan; (e) the costs of surveys, appraisals, plans, designs, specifications, and estimates; (f) the costs, fees, and expenses of printers, engineers, architects, financial consultants, legal advisors, or other agents or employees; (g) the costs of publishing, reproducing, posting, mailing, or recording documents; (h) the costs of contingencies or reserves; (i) the costs of issuing the Bonds; 0) the costs of amending this Indenture, the Bond Resolution, the Capital Pledge Agreements, or any other instrument relating to the Bonds or the Project; (k) the costs of repaying any short-term financing, construction loans, and other temporary loans, and of the incidental expenses incurred in connection with such loans; (1) the costs of acquiring any property, rights, easements, licenses, privileges, agreements, and franchises; (m) the costs of demolition,removal, and relocation; and (n) all other lawful costs as determined by the Board. "Project Fund" means the "Pioneer Metropolitan District No. 3 Limited Tax General Obligation Bonds, Taxable Series 2012, Project Fund," established by the provisions hereof for the purpose of paying the Project Costs. "Record Date" means the fifteenth (15th) day of the calendar month next preceding each interest payment date. "Redemption Account" means the "Pioneer Metropolitan District No. 3 Limited Tax General Obligation Bonds, Taxable Series 2012, Redemption Account of the Bond Fund," established by the provisions hereof for the purpose of paying the principal of the Bonds. 9 4847-1810-1775.3 "Required Mill Levy" means an ad valorem mill levy (a mill being equal to 1/10 of 1 cent) imposed upon all taxable property of the District each year in the amount of 50 mills, provided, however, that notwithstanding anything herein to the contrary, in no event may the Required Mill Levy be established at a mill levy which would cause the District to derive tax revenue in any year in excess of the maximum tax increases permitted by the District's electoral authorization, and if the Required Mill Levy of 50 mills would cause the amount of taxes collected in any year to exceed the maximum tax increase permitted by the District's electoral authorization, the Required Mill Levy shall be reduced to the point that such maximum tax increase is not exceeded. "Required Surplus Amount" means $830,000, being the amount required to be accumulated and maintained in the Surplus Fund. "Service Plan"means the service plan for the District, as approved pursuant to the Act. "Specific Ownership Tax" means the specific ownership tax which is collected by the county and remitted to the District pursuant to Section 42-3-107, C.R.S., or any successor statute. "Special Record Date" means the record date for determining Bond ownership for purposes of paying defaulted interest, as such date may be determined pursuant to this Indenture. "State"means the State of Colorado. "Supplemental Act" means the "Supplemental Public Securities Act," being Title 11, Article 57, Part 2, C.R.S. "Surplus Fund' means the "Pioneer Metropolitan District No. 3 Limited Tax General Obligation Bonds, Taxable Series 2012, Surplus Fund," created by the provisions hereof for the purposes set forth herein. "Trust Estate" means the moneys, securities, revenues, receipts, and funds transferred, pledged, and assigned to the Trustee pursuant to the Granting Clauses hereof. "Trustee" means UMB Bank, n.a., in Denver, Colorado, in its capacity as trustee hereunder, or any successor Trustee, appointed, qualified, and acting as trustee, paying agent, and bond registrar under the provisions of this Indenture. "Underwriter" means D.A. Davidson & Co., of Denver, Colorado, the original purchaser of the Bonds. Section 1.02. Interpretation. In this Indenture, unless the context otherwise requires: (a) the terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar term,refer to this Indenture as a whole and not to any particular article, section, or subdivision hereof; the term "heretofore" means before the date of execution of this 10 4847-18101 7753 Indenture, the term "now" means at the date of execution of this Indenture, and the term "hereafter" means after the date of execution of this Indenture; (b) words of the masculine gender include correlative words of the feminine and neuter genders; words importing the singular number include the plural number and vice versa; and the word "person" or similar term includes, but is not limited to, natural persons, firms, associations, corporations, partnerships, and public bodies; (c) the captions or headings of this Indenture, and the table of contents appended to copies hereof, are for convenience only and in no way define, limit, or describe the scope or intent of any provision, article, or section of this Indenture; (d) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; and (e) all exhibits referred to herein are incorporated herein by reference. Section 1.03. Computations. Unless the facts shall then be otherwise, all computations required for the purposes of this Indenture shall be made on the assumption that: (i) the principal of and interest on all Bonds shall be paid as and when the same become due as therein and herein provided; and (ii) all credits required by this Indenture to be made to any fund shall be made in the amounts and at the times required. Section 1.04. Exclusion of Bonds Held By The District. In determining whether the Consent Parties with respect to the requisite principal amount of the Outstanding Bonds have given any request, demand, authorization, direction, notice, consent, or waiver hereunder, Bonds for which the District is the Consent Party shall be disregarded and deemed not to be Outstanding. Section 1.05. Certificates and Opinions. (a) Except as otherwise specifically provided in this Indenture, each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that the person making the certificate or opinion has read the covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of such person, he has made such examination and investigation as is necessary to enable him to express an informed opinion as to whether the covenant or condition has been complied with; (iv) a statement as to whether, in the opinion of such person, the condition or covenant has been complied with; and (v) an identification of any certificate or opinion relied on in such certificate or opinion. (b) Any opinion of Counsel may he qualified by reference to the constitutional powers of the United States of America, the police and sovereign powers of 11 4847-1810-17753 the State, judicial discretion, bankruptcy, insolvency, reorganization, moratorium, and other laws affecting creditors' rights or municipal corporations or similar matters. (c) In any case where several matters are required to be certified by, or covered by an opinion of, any specified person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such person, or that they be so certified or covered by only one document, but one such person may certify or give an opinion with respect to some matters and one or more other such persons as to other matters, and any such person may certify or give an opinion as to such matters in one or several documents. (d) Any certificate or opinion of an officer of the District may be based, insofar as it relates to legal matters, upon a certificate or opinion of; or representations by, Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the District stating that the information with respect to such factual matters is in the possession of the District,unless such Counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. (e) When any person is required to make, give, or execute two or more applications, requests, consents, certificates, statements, opinions, or other instruments under this Indenture, such instruments may, but need not, be consolidated to form one instrument. Section 1.06. Acts of Consent Parties. (a) Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Indenture to be given or taken by Consent Parties may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Consent Party in person or by agent duly appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, the District. Proof of execution of any such instrument or of a writing appointing any such agent made in the manner set forth in subsection (b) hereof shall be sufficient for any purpose of this Indenture and (subject to Section 9.01 hereof) conclusive in favor of the Trustee and the District. (b) The fact and date of the execution by any person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a 12 48471810-17753 member of a partnership, on behalf of such corporation or partnership, such affidavit or certificate shall also constitute sufficient proof of his authority. (c) Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Indenture to be given or taken by the Consent Parties with respect to a specified percentage or portion of the Outstanding Bonds shall be conclusive and binding upon all present and future Owners and Consent Parties if the Consent Parties with respect to the specified percentage or portion of the Outstanding Bonds take such action in accordance herewith; and it shall not be necessary to make notation of such action on any Bond authenticated and delivered hereunder. In addition, any request, demand, authorization, direction, notice, consent, waiver, or other action by any Consent Party (notwithstanding whether such action was also taken by any other Owner or Consent Party) shall bind the Owner and the Consent Party, and the Owner of and Consent Party with respect to every Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the District in reliance thereon; and it shall not be necessary to make notation of such action on any Bond authenticated and delivered hereunder. Section 1.07. Indenture to Constitute Contract. This Indenture shall constitute a contract among the District, the Trustee, and the Owners, and shall remain in full force and effect until the Bonds are no longer Outstanding hereunder. ARTICLE II THE BONDS Section 2.01. Authorization, Terms, Payment, and Form of Bonds. (a) In accordance with the Constitution of the State of Colorado; the Supplemental Act; the Election; Title 32, Article 1, Part 11, C.R.S.; and all other laws of the State of Colorado thereunto enabling, there shall be issued the Bonds for the purposes hereinafter stated. The aggregate principal amount of the Bonds that may be authenticated and delivered under this Indenture is limited to and shall not exceed $4,150,000. (b) The Bonds shall be issued only as fully registered Bonds without coupons in Authorized Denominations. Unless the District shall otherwise direct, the Bonds shall be numbered separately from I upward, with the number of each Bond preceded by"R-." (c) The Bonds shall be dated as of the date of issuance, shall mature on December 1, 2037, and shall bear interest at the rate of 11.00% per annum, calculated on the basis of a 360-day year of twelve 30-day months, payable to the extent of Pledged Revenue available therefor semiannually on each June 1 and December 1, commencing on June 1, 2012. 13 4847-1810-1775 3 (d) The maximum net effective interest rate authorized for this issue of Bonds is 18.00% per annum, and the actual net effective interest rate of the Bonds does not exceed such maximum rate. The maximum repayment costs of the Bonds do not exceed the limitations of the Election. The maximum annual debt service on the Bonds does not exceed the maximum annual tax increases authorized in the Election. (e) The principal of and premium, if any, on the Bonds are payable in lawful money of the United States of America to the Owner of each Bond upon maturity or prior redemption and presentation at the principal office of the Trustee. The interest on any Bond is payable to the person in whose name such Bond is registered, at his address as it appears on the registration books maintained by or on behalf of the District by the Trustee, at the close of business on the Record Date, irrespective of any transfer or exchange of such Bond subsequent to such Record Date and prior to such interest payment date; provided that any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the Owner thereof at the close of business on the Record Date and shall be payable to the person who is the Owner thereof at the close of business on a Special Record Date for the payment of any such defaulted interest. Such Special Record Date shall be fixed by the Trustee whenever moneys become available for payment of the defaulted interest, and notice of the Special Record Date shall be given to the Owners of the Bonds not less than ten (10) days prior to the Special Record Date by first-class mail to each such Owner as shown on the registration books kept by the Trustee on a date selected by the Trustee. Such notice shall state the date of the Special Record Date and the date fixed for the payment of such defaulted interest. (f) Interest payments shall be paid by check or draft of the Trustee mailed on or before the interest payment date to the Owners. The Trustee may make payments of interest on any Bond by such alternative means as may be mutually agreed to between the Owner of such Bond and the Trustee; provided that the District shall not be required to make funds available to the Trustee prior to the dates on which such interest would otherwise be payable hereunder, nor to incur any expenses in connection with such alternative means of payment. (g) To the extent principal of any Bond is not paid when due, such principal shall remain outstanding until paid. To the extent interest on any Bond is not paid when due, such interest shall compound semiannually on each interest payment date, at the rate then borne by the Bond; provided however, that notwithstanding anything herein to the contrary, the District shall not be obligated to pay more than the amount permitted by law and its electoral authorization in repayment of the Bonds, including all payments of principal, premium if any, and interest, and all Bonds will be deemed defeased and no longer outstanding upon the payment by the District of such amount. (h) Subject to the provisions of this Indenture, the Bonds shall be in substantially the form set forth in Exhibit A attached hereto, with such variations, 14 4847-1810-1775.3 omissions, and insertions as may be required by the circumstances, be required or permitted by this Indenture, or be consistent with this Indenture and necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto. The District may cause a copy of the text of the opinion of nationally recognized municipal bond Counsel to be printed on the Bonds. Pursuant to the recommendations promulgated by the Committee on Uniform Security Identification Procedures, "CUSIP" numbers may be printed on the Bonds. The Bonds may bear such other endorsement or legend satisfactory to the Trustee as may be required to conform to usage or law with respect thereto. Section 2.02. Purpose of Issuance of Bonds. The Bonds are being issued for the purpose of: (i) paying the Project Costs; (ii) funding capitalized interest for payment of a portion of the interest on the Bonds; and(iii) paying other costs in connection with the Bonds. Section 2.03. Trustee as Paying Agent and Bond Registrar. (a) The Trustee shall perform the functions of paying agent and authenticating registrar with respect to the Bonds. The Trustee shall establish the registration books for the Bonds and thereafter maintain such books in accordance with the provisions hereof. The District shall cause the Underwriter to provide the Trustee with an initial registry of the Owners within a reasonable time prior to delivery of the Bonds. The District shall be permitted to review the registration books at any time during the regular business hours of the Trustee and, upon written request to the Trustee, shall be provided a copy of the list of Owners of the Bonds. Upon the termination of this Indenture, the Trustee shall promptly return such registration books to the District. (b) The Trustee shall make payments of principal and interest on the Bonds on each date established herein for payment thereof, in the manner and from the sources set forth herein. (c) The Trustee will register, exchange, or transfer (collectively "transfer") the Bonds in the manner provided herein. The Trustee reserves the right to refuse to transfer any Bond until it is satisfied that the endorsement on the Bond is valid and genuine, and for that purpose it may require a guarantee of signature by a firm having membership in the Midwest, New York, or American Stock Exchange, or by a bank or trust company or firm approved by it. The Trustee also reserves the right to refuse to transfer any Bond until it is satisfied that the requested transfer is legally authorized, and it shall incur no liability for any refusal in good faith to make a transfer which it, in its judgment,deems improper or unauthorized. (d) The District shall furnish the Trustee with a sufficient supply of blank Bonds for the sole purpose of effecting transfers in accordance herewith and from time to time shall renew such supply upon the request of the Trustee. Blank Bonds shall be signed and sealed by the District in the manner set forth herein. 15 4847-1810-1775.3 (e) In the event the District receives any notice or order which limits or prohibits dealing in the Bonds, it will immediately notify the Trustee of such notice or order and give a copy thereof to the Trustee. (f) In any circumstances concerning the payment or registration of the Bonds not covered specifically by this Indenture, the Trustee shall act in accordance with federal and state banking laws and its normal procedures in such matters. Section 2.04. Execution of Bonds; Signatures. The Bonds shall be executed on behalf of the District by the manual or facsimile signature of the President of the District, sealed with a manual impression or facsimile of its corporate seal, and attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the District. In case any officer who shall have signed any of the Bonds shall cease to be such officer of the District before the Bonds have been authenticated by the Trustee or delivered or sold, such Bonds with the signatures thereto affixed may, nevertheless, be authenticated by the Trustee and delivered, and may be sold by the District, as though the person or persons who signed such Bonds had remained in office. Section 2.05. Persons Treated as Owners. The District and the Trustee may treat the Owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment thereof or on account thereof and for all other purposes, whether or not such Bond is overdue, and neither the District nor the Trustee shall be affected by notice to the contrary. Section 2.06. Lost, Stolen, Destroyed, or Mutilated Bonds. Any Bond that is lost, stolen, destroyed, or mutilated may be replaced (or paid if the Bond has matured or come due by reason of prior redemption) by the Trustee in accordance with and subject to the limitations of applicable law. The applicant for any such replacement Bond shall post such security, pay such costs, and present such proof of ownership and loss as may be required by applicable law, or in the absence of specific requirements, as may be required by the Trustee. Section 2.07. Delivery of Bonds. Upon the execution and delivery of this Indenture, the District shall execute the Bonds and deliver them to the Trustee, and the Trustee shall authenticate the Bonds and deliver them to or for the account of the purchasers thereof, directed by the District and in accordance with a written certificate of the District. Section 2.08. Trustee's Authentication Certificate. The Trustee's certificate of authentication upon the Bonds shall be substantially in the form and tenor set forth in Exhibit A attached hereto. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit hereunder unless and until a certificate of authentication on such Bond substantially in such form shall have been duly executed by the Trustee, and such executed certificate of the Trustee upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Indenture. The Trustee's certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer or signatory of the Trustee, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Bonds issued hereunder. 16 4847-1810-1775 3 Section 2.09. Registration, Exchange,and Transfer of Bonds. (a) The Trustee shall act as bond registrar and maintain the books of the District for the registration of ownership of each Bond as provided herein. (b) Bonds may be exchanged at the principal office of the Trustee for a like aggregate principal amount of Bonds of the same maturity of other Authorized Denominations. Bonds may be transferred upon the registration books upon delivery of the Bonds to the Trustee, accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Trustee, duly executed by the Owner of the Bonds to be transferred or his attorney-in-fact or legal representative, containing written instructions as to the details of the transfer of such Bonds, along with the social security number or federal employer identification number of such transferee. No transfer of any Bond shall be effective until entered on the registration books. In all cases of the transfer of a Bond, the Trustee shall enter the transfer of ownership in the registration books, and shall authenticate and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of Authorized Denominations of the same maturity and interest rate for the aggregate principal amount which the Owner is entitled to receive at the earliest practicable time in accordance with the provisions hereof. (c) The Trustee shall charge the Owner of such Bond for every such transfer or exchange of a Bond an amount sufficient to reimburse it for its reasonable fees and for any tax or other governmental charge required to be paid with respect to such transfer or exchange. (d) The District and Trustee shall not be required to issue or transfer any Bonds: (a) during a period beginning at the close of business on the Record Date and ending at the opening of business on the first business day following the ensuing interest payment date, or (b) during the period beginning at the opening of business on a date forty-five (45) days prior to the date of any redemption of Bonds and ending at the opening of business on the first business day following the day on which the applicable notice of redemption is mailed. The Trustee shall not be required to transfer any Bonds selected or called for redemption, in whole or in part. (e) New Bonds delivered upon any transfer or exchange shall be valid obligations of the District, evidencing the same debt as the Bonds surrendered, shall be secured by this Indenture, and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. Section 2.10. Cancellation of Bonds. Whenever any Outstanding Bond shall be delivered to the Trustee for cancellation pursuant to this Indenture and upon payment of the principal amount, premium if any, and interest due thereon, or whenever any Outstanding Bond shall be delivered to the Trustee for transfer pursuant to the provisions hereof, such Bond shall 17 4847-1810-1775.3 be cancelled by the Trustee in accordance with customary practices of the Trustee and applicable record retention requirements. Section 2.11. Book-Entry System. (a) The Bonds shall be initially issued in the form of single, certificated, fully registered Bonds for each maturity. Upon initial issuance, the ownership of each such Bond shall be registered in the registration books kept by the Trustee in the name of Cede. (b) With respect to Bonds registered in the name of Cede or held by a Depository, neither the District nor the Trustee shall have any responsibility or obligation to any Participant or Beneficial Owner including, without limitation, any responsibility or obligation with respect to: (i) the accuracy of the records of the Depository or any Participant concerning any ownership interest in the Bonds; (ii) the delivery to any Participant, Beneficial Owner, or person other than the Owner, of any notice concerning the Bonds, including notice of redemption; (iii) the payment to any Participant, Beneficial Owner, or person other than the Owner, of the principal of, premium if any, and interest on the Bonds. The District and the Trustee may treat the Owner of any Bond as the absolute owner of such Bond for the purpose of payment of the principal of, premium if any, and interest on such Bond, for purposes of giving notices of redemption and other matters with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium if any, and interest on or in connection with the Bonds only to or upon the order of the Owners, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the payment of the same. No person, other than an Owner, shall receive a certificated Bond evidencing the obligations of the District pursuant to this Indenture. (c) DTC may determine to discontinue providing its service as Depository with respect to the Bonds at any time by giving notice to the District and discharging its responsibilities with respect thereto under applicable law. Upon the termination of the services of DTC, a substitute Depository which is willing and able to undertake the system of book-entry transfers upon reasonable and customary terms may be engaged by the District or, if the District determines in its sole and absolute discretion that it is in the best interests of the Beneficial Owners or the District that the Beneficial Owners should be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the name of Cede or other nominee of a Depository but shall be registered in whatever name or names the Beneficial Owners shall designate at that time, and fully registered Bond certificates shall be delivered to the Beneficial Owners. 18 4847-1810-17753 ARTICLE III REVENUES AND FUNDS Section 3.01. Source of Payment of Bonds. The Bonds shall constitute limited tax obligations of the District as provided herein. All of the Bonds, together with the interest thereon and any premium due in connection therewith, shall be payable solely from and to the extent of the Pledged Revenue, including all moneys and earnings thereon held in the funds and accounts herein created, and the Pledged Revenue is hereby pledged to the payment of the Bonds. The Bonds shall constitute an irrevocable and exclusive lien upon the Pledged Revenue. Section 3.02. Creation of Funds and Accounts. There are hereby created and established the following funds and accounts, which shall be established with the Trustee and maintained by the Trustee in accordance with the provisions of this Indenture: (a) the Project Fund; (b) the Bond Fund, and within such fund, the Interest Account and the Redemption Account; (c) the Surplus Fund; and (d) the Costs of Issuance Fund. Section 3.03. Initial Credits. Immediately upon issuance of the Bonds and from the proceeds thereof, and after payment of the Underwriter's discount, the District shall make the following credits: (a) To the Interest Account of the Bond Fund, the amount of $282,628.57, representing capitalized interest on the Bonds; and (b) to the Project Fund, the amount of$3,500,000.00; and (c) to the Costs of Issuance Fund, $263,621.43. Section 3.04. Flow of Funds. Upon issuance of the Bonds, the District shall transfer to the Trustee any moneys then held by the District which comprise Pledged Revenue, and thereafter the District shall transfer all amounts comprising Pledged Revenue to the Trustee as soon as may be practicable after the receipt thereof. The Trustee shall, in each Bond Year, apply the Pledged Revenue received in that year in the following order of priority. FIRST: To the credit of the Interest Account of the Bond Fund, the amounts required by Section 3.06(a) hereof; SECOND: To the credit of the Surplus Fund, the amount necessary to cause the amount therein to equal the Required Surplus Amount; and 19 4847-1810-1775.3 THIRD: All remaining Pledged Revenue received by the Trustee in the then current Bond Year shall, after the credits set forth in clauses FIRST and SECOND above, be credited to the Redemption Account of the Bond Fund for application as provided in Section 3.06(d) hereof. Section 3.05. Project Fund. (a) In General. The Project Fund shall be maintained by the Trustee in accordance with the terms of this Section 3.05. Upon the receipt by the Trustee of a resolution of the District determining that all Project Costs have been paid, any balance remaining in the Project Fund shall be credited to the Interest Account of the Bond Fund. The Project Fund shall terminate at such time as no further moneys remain therein. (b) Draws from Project Fund. So long as no Event of Default shall have occurred and be continuing, amounts in the Project Fund shall be disbursed by the Trustee to the District in accordance with requisitions submitted by the District to the Trustee, in substantially the form attached as Exhibit B hereto, and executed by the District Representative certifying that all amounts drawn will be applied to the payment of Project Costs. (c) Transfers from Project Fund to Bond Fund. In the event the amounts credited to the Interest Account of the Bond Fund (including amounts transferred therein from the Surplus Fund) are insufficient to pay the interest on the Bonds when due, the Trustee shall transfer from the Project Fund to the Interest Account of the Bond Fund an amount which, when combined with moneys in the Interest Account of the Bond Fund (including amounts transferred therein from the Surplus Fund), will be sufficient to pay such interest when due; and in the event the amounts in the Interest Account of the Bond Fund (including amounts transferred therein from the Surplus Fund) when combined with amounts on deposit in the Project Fund are, in the aggregate, insufficient to pay all interest on the Bonds on any due date, the Trustee shall nonetheless transfer all of the moneys in the Project Fund to the Interest Account of the Bond Fund for the purpose of making payments on the Bonds as provided in Section 3.06(c)hereof. Section 3.06. Bond Fund. (a) Credits to Interest Account. There shall be credited to the Interest Account of the Bond Fund each Bond Year an amount of Pledged Revenue which, when combined with other legally available moneys in the Interest Account of the Bond Fund (including amounts therein representing capitalized interest but not including moneys deposited thereto from other funds pursuant to the terms hereof), will be sufficient to pay the interest on the Bonds which has or will become due in the Bond Year in which the credit is made. 20 4847-1810-I 7759 (b) Payments from Interest Account. Moneys in the Interest Account of the Bond Fund (including amounts therein representing capitalized interest and amounts transferred therein from the other funds and accounts pursuant to the provisions hereof) shall be used by the Trustee solely to pay the interest on the Bonds (including, without limitation, current interest, accrued but unpaid interest, and interest due as a result of compounding, if any). (c) Insufficiency In Interest Account. In the event that amounts on deposit in the Interest Account of the Bond Fund (including amounts therein representing capitalized interest and amounts transferred therein from the other funds and accounts pursuant to the provisions hereof) are insufficient for the payment of interest due on the Bonds on any due date, the Trustee shall pay such amounts as are available, proportionally in accordance with the amount of interest due on each Bond. (d) Redemption Account. On October 15 in each year, commencing on October 15, 2012, the Trustee shall determine the amount, if any, then on deposit in the Redemption Account of the Bond Fund and, shall further determine if such amount is sufficient to redeem any Bonds on December 1 of that year, as a whole or in integral multiples of$1,000, at a price of par and accrued interest, without redemption premium. If and to the extent of amounts on deposit in the Redemption Account of the Bond Fund sufficient to do so, the Trustee shall, on December 1 of that year, redeem as many Bonds as can be redeemed with such moneys pursuant to the provisions of Section 5.01(b) hereof. Amounts in the Redemption Account remaining after redemption as described above shall, on December 31 of that year, be transferred to the Interest Account of the Bond Fund. No amounts in the Redemption Account of the Bond Fund shall be used to redeem Bonds unless and until the amount on deposit in the Surplus Fund is equal to the Required Surplus Amount. Section 3.07. Surplus Fund. (a) General. For so long as the Surplus Fund is in existence, moneys therein shall be used solely in accordance with this Section 3.07. (b) Deposits to Surplus Fund. The Surplus Fund shall be funded and maintained in an amount equal to the Required Surplus Amount. The Surplus Fund shall not be funded with Bond proceeds, but shall be funded solely from deposits of Pledged Revenue as provided in Section 3.04 hereof, clause "SECOND," until such time as the amount on deposit in the Surplus Fund is equal to the Required Surplus Amount. Thereafter, subject to the availability of Pledged Revenue as provided in Section 3.04 hereof, the Surplus Fund is to be maintained at all times in an amount equal to the Required Surplus Amount. If moneys are transferred from the Surplus Fund to the Interest Account of the Bond Fund pursuant to Section 3.07(c) below, the Surplus Fund shall be replenished from deposits of Pledged Revenue as provided in Section 3.04 hereof, clause "SECOND," until such time as the amount on deposit in the Surplus Fund is equal to the Required Surplus Amount. No amounts in the Redemption Account of the 2I 4347-1810-1775.3 Bond Fund shall be used to redeem Bonds unless and until the amount on deposit in the Surplus Fund is equal to the Required Surplus Amount. (c) Transfers to Bond Fund In the event the amounts credited to the Interest Account of the Bond Fund are insufficient to pay the interest on the Bonds when due, the Trustee shall transfer from the Surplus Fund to the Interest Account of the Bond Fund an amount which, when combined with moneys in the Interest Account of the Bond Fund, will be sufficient to make such payments when due; and in the event the amounts in the Interest Account of the Bond Fund and the Surplus Fund are insufficient to pay the interest on the Bonds on any due date, the Trustee shall nonetheless transfer all of the moneys in the Surplus Fund to the Interest Account of the Bond Fund for the purpose of making payments on the Bonds as provided in Section 3.06(c) hereof. Amounts in the Surplus Fund shall not be transferred to the Redemption Account or applied in any other manner to the redemption of Bonds. (d) Investments. Investments credited to the Surplus Fund may be invested or deposited in Permitted Investments only and in accordance with the laws of the State of Colorado and shall be valued on the basis of their current market value, as reasonably determined by the District, which value shall be determined at least annually. All investment earnings on moneys on deposit in the Surplus Fund shall remain in the Surplus Fund, provided, however, that if such earnings cause the amount therein to be in excess of the Required Surplus Amount, such excess amount shall be transferred to the Interest Account of the Bond Fund. Section 3.08. Costs of Issuance Fund. The Costs of Issuance Fund shall be administered and maintained by the Trustee in accordance with this Section 3.08. Upon issuance of the Bonds and from the proceeds thereof, there shall be deposited in the Costs of Issuance Fund the amount set forth in Section 3.03(c) hereof. The Trustee shall disburse amounts in the Costs of Issuance Fund for the payment of the fees, costs and expenses incurred in connection with the issuance of the Bonds pursuant to invoices provided to the Trustee and in accordance a closing memorandum approved by the District. On the date which is 90 days after the issuance of the Bonds, the Trustee shall transfer all amounts then remaining in the Costs of Issuance Fund, if any, to the Project Fund. At such time as no moneys remain therein, the Costs of Issuance Fund shall terminate. Section 3.09. Trustee's Fees, Charges, and Expenses. As more particularly provided in Section 9.02 hereof, trom time to time, the District shall pay the Trustee's fees for services rendered hereunder in accordance with its then-current schedule of fees and reimburse the Trustee for all advances, legal fees, and other expenses reasonably or necessarily made or incurred by, in, or about the execution of the trust created by this Indenture and in or about the exercise and performance of the powers and duties of the Trustee hereunder and for the reasonable and necessary costs and expenses incurred in defending any liability in the premises of any character whatsoever, unless such liabilities resulted from the negligence or willful misconduct of the Trustee. 22 4847-1810-1775.3 Section 3.10. Moneys to be Held in Trust. All moneys deposited with or paid to the Trustee under any provision of this Indenture shall be held by the Trustee in trust for the purposes specified in this Indenture, and except for moneys paid to Trustee for its fees and expenses, shall constitute part of the Trust Estate and be subject to the lien hereof. Except to the extent otherwise specifically provided in Article Seven, the District shall have no claim to or rights in any moneys deposited with or paid to the Trustee hereunder. Section 3.11. Pledge of Revenues. The creation, perfection, enforcement, and priority of the pledge of revenues to secure or pay the Bonds provided herein shall be governed by Section 11-57-208 of the Supplemental Act, this Indenture, and the Bond Resolution. The amounts pledged to the payment of the Bonds shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge shall have an exclusive first lien priority. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against the District irrespective of whether such persons have notice of such liens. Section 3.12. Nonpresentment of Bonds. In the event that any Bond is not presented for payment when due, whether at maturity, upon redemption or otherwise, or at a date fixed for redemption thereof, if funds sufficient to pay such Bond shall have been made available to the Trustee, all liability of the District to the Owner thereof for the payment of such Bond shall forthwith cease, determine and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such funds without liability for interest thereon, for the benefit of such Owners of such Bond, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Indenture with respect to such Bond. If such Bond is not presented for payment within four years following the date when such Bond becomes due, whether by maturity, upon redemption or otherwise, the Trustee upon the request of the District shall repay to the District the funds theretofore held by the Trustee for payment of such Bond, and such Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the District, and the Owner thereof shall be entitled to look only to the District for payment, and then only to the extent of the amount so repaid, and the District shall not be liable for any interest thereon and shalt not be regarded as a trustee of such money. ARTICLE IV COVENANTS OF DISTRICT Section 4.01. Performance of Covenants, Authority. The District covenants that it will faithfully perform and observe at all times any and all covenants, undertakings, stipulations, and provisions contained in the Bond Resolution, this Indenture, the Bonds, and all its proceedings pertaining hereto. The District covenants that it is duly authorized under the constitution and laws of the State of Colorado, including, particularly and without limitation, the Act, to issue the Bonds and to execute this Indenture and that all action on its part for the issuance of the Bonds and the execution and delivery of this Indenture has been duly and 23 4347-1810-1775-3 effectively taken and will be duly taken as provided herein, and that the Bonds are and will be valid and enforceable obligations of the District according to the terms thereof. Section 4.02. Instruments of Further Assurance. The District covenants that it will do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered, such indentures supplemental hereto and such further acts, instruments, and transfers as the Trustee may reasonably require for the better assuring, transferring, and pledging unto the Trustee all and singular the Trust Estate. Section 4.03. Covenant to Impose Required Mill Levy. (a) For the purpose of paying the principal of and interest on the Bonds; funding the Surplus Fund to the Required Surplus Amount; and, if necessary, replenishing the Surplus Fund to the Required Surplus Amount, the District covenants to cause to be levied on all of the taxable property of the District, in addition to all other taxes, direct annual taxes in each of the years 2012 to 2036, inclusive (and, to the extent necessary to make up any overdue payments on the Bonds, in each year subsequent to 2036) in the amount of the Required Mill Levy. Nothing herein shall be construed to require the District to levy an ad valorem property tax for payment of the principal of and interest on the Bonds; funding the Surplus Fund to the Required Surplus Amount; and, if necessary, replenishing the Surplus Fund to the Required Surplus Amount in excess of the Required Mill Levy. (b) The foregoing provisions of this Indenture are hereby declared to be the certificate of the Board to the board or boards of county commissioners of each county in which taxable real or personal property of the District is located, showing the aggregate amount of taxes to be levied from time to time, as required by law, for the purpose of paying the principal of and the interest on the Bonds; funding the Surplus Fund to the Required Surplus Amount; and, if necessary, replenishing the Surplus Fund to the Required Surplus Amount. (c) The amounts necessary to pay all costs and expenses incidental to the issuance of the Bonds and to pay the principal of and interest on the Bonds; fund the Surplus Fund to the Required Surplus Amount; and, if necessary, replenish the Surplus Fund to the Required Surplus Amount, are hereby appropriated for said purposes, and such amounts as appropriate for each year shall also be included in the annual budget and the appropriation bills to be adopted and passed by the Board in each year, respectively, until the Bonds have been fully paid, satisfied, and discharged. (d) It shall be the duty of the Board, annually, at the time and in the manner provided by law for levying other District taxes, to ratify and carry out the provisions hereof with reference to the levying and collection of taxes; and the Board shall levy, certify, and collect said taxes in the manner provided by law for the purposes aforesaid. 24 4847-1810-17757 (e) Said taxes shall be levied, assessed, collected, and enforced at the time and in the form and manner and with like interest and penalties as other general taxes in the State of Colorado, and when collected said taxes shall be paid to the District as provided by law. The Board shall take all necessary and proper steps to enforce promptly the payment of taxes levied pursuant to this Indenture. Section 4.04. No Additional Bonds. The District shall not issue any Additional Bonds so long as any of the Bonds remain Outstanding. Nothing herein shall affect or restrict the right of the District to issue or incur obligations which are not Additional Bonds hereunder. Section 4.05. Additional Covenants and Agreements. The District hereby further irrevocably covenants and agrees with each and every Owner that so long as any of the Bonds remain Outstanding: (a) The District will maintain its existence and shall not merge or otherwise alter its corporate structure in any manner or to any extent as might reduce the security provided for the payment of the Bonds, and will continue to operate and manage the District and its facilities in an efficient and economical manner in accordance with all applicable laws, rules,and regulations. (b) At least once a year the District will cause an audit to be performed of the records relating to its revenues and expenditures, and the District shall use its best efforts to have such audit report completed no later than 180 days after the end of each Fiscal Year. The foregoing covenant shall apply notwithstanding any State law audit exemptions that may exist or any different time requirements for the completion of such audit under State law. In addition, at least once a year in the time and manner provided by law, the District will cause a budget to be prepared and adopted. Copies of the budget and the audit will be filed and recorded in the places, time, and manner provided by law. (c) The District will carry general liability coverage, worker's compensation, public liability, and such other forms of insurance on insurable District property upon the terms and conditions, and issued by recognized insurance companies, as in the judgment of the District, would ordinarily be carried by entities having similar properties of equal value, such insurance being in such amounts as will protect the District and its operations. (d) Each District official or other person having custody of any District funds or responsible for the handling of such funds, shall be bonded or insured against theft or defalcation at all times. (e) In the event any ad valorem taxes are not paid when due, the District shall diligently cooperate with the appropriate county treasurer to enforce the lien of such unpaid taxes against the property for which the taxes are owed. (0 At such time, if at all, that the District imposes Pledged Capital Fees, the District will enforce the collection of all Pledged Capital Fees in such time and manner as 25 4847-1810-1775.3 the District reasonably determines will be most efficacious in collecting the same, including without limitation the bringing of an action to foreclose any statutory or contractual lien which may exist in connection therewith. If so imposed, the District will not (i) reduce the amount of any Pledged Capital Fees, or (ii) amend or supplement the resolution imposing such fees in any way which would materially adversely affect the amount of Pledged Capital Fees to be collected. Nothing herein shall prevent the District from increasing the amount of the Pledged Capital Fees, provided that all such increased amounts shall constitute Pledged Revenue hereunder. (g) In the event the Pledged Revenue or other moneys available hereunder is insufficient or is anticipated to be insufficient to pay the Bonds when due, the District shall use its best efforts to refinance, refund, or otherwise restructure the Bonds so as to avoid such a default. (h) The District will not amend or supplement any of the Capital Pledge Agreements so as to reduce the amount available thereunder, delay the time for payment thereunder, or in any other way which would materially adversely affect the Owners of the Bonds. (i) The District will enforce each of the Capital Pledge Agreements and do all things necessary or appropriate to enforce the levy of taxes and the transfer of revenue to the District in accordance with the provisions thereof. (j) Within ten (10) Business Days of its receipt, the District will review the Accountant Continuing Disclosure Statement (as defined in the Continuing Disclosure Agreement). If the Accountant determines in such statement that its calculation of the assessed valuations of the Districts, as of the immediately preceding August 25th, is higher than the assessed valuations of the Districts certified by the Weld County Assessor on or about the same August 25th, the District covenants and agrees to contact the Weld County Assessor and to use its best efforts to persuade the Weld County Assessor to correct any errors which may exist, so that the final assessed valuations of taxable property of the Districts certified by the Weld County Assessor on or about the succeeding December 10th reflects the accurate assessed valuations of the taxable property of the Districts. (k) The District covenants and agrees that any accounting fees that it owes for auditing or continuing disclosure services shall be paid from its general fund or any other legally available funds, including the Bond Fund; provided, however, that such fees shall not be paid from the Bond Fund without the prior consent of the Owners of the Bonds. ARTICLE V PRIOR REDEMPTION Section 5.01. Prior Redemption. 26 4847-1810-1775 3 (a) Optional Redemption. The Bonds are subject to redemption prior to maturity, at the option of the District, as a whole or in integral multiples of$1,000, in any order of maturity and in whole or partial maturities, on December 1, 2015, and on any date thereafter,upon payment of par and accrued interest,without redemption premium. (b) Mandatory Redemption From Available Pledged Revenue. The Bonds are subject to mandatory excess funds redemption as a whole or in integral multiples of $1,000, on December 1 in each year, commencing December 1, 2012, solely from and to the extent of any moneys on deposit in the Redemption Account of the Bond Fund on October 15 in each year. On October 15 in each year, commencing on October 15, 2012, the Trustee shall determine the amount, if any, then on deposit in the Redemption Account of the Bond Fund, and if such amount is sufficient to redeem any Bonds on December 1 of that year, the Trustee and District shall take such actions as may be necessary to redeem as many Bonds as can be redeemed with such moneys on such December 1, at a price of par and accrued interest, without redemption premium. The Bonds to be redeemed pursuant to this section shall be selected by the Trustee as provided in Section 5.02(a) hereof. No amounts in the Redemption Account of the Bond Fund shall be used to redeem Bonds unless and until the amount on deposit in the Surplus Fund is equal to the Required Surplus Amount. Section 5.02. Redemption Procedure and Notice. (a) If less than all of the Bonds within a maturity are to be redeemed on any prior redemption date, the Bonds to be redeemed shall be selected by lot prior to the date fixed for redemption, in such manner as the Trustee shall determine. The Bonds shall be redeemed only in integral multiples of$1,000. In the event a Bond is of a denomination larger than $1,000, a portion of such Bond may be redeemed, but only in the principal amount of $1,000 or any integral multiple thereof. Such Bond shall be treated for the purpose of redemption as that number of Bonds which results from dividing the principal amount of such Bond by $1,000. In the event a portion of any Bond is redeemed, the Trustee shall, without charge to the Owner of such Bond, authenticate and deliver a replacement Bond or Bonds for the unredeemed portion thereof. (b) In the event any of the Bonds or portions thereof are called for redemption as aforesaid, notice thereof identifying the Bonds or portions thereof to be redeemed will be given by the Trustee by mailing a copy of the redemption notice by first class mail (postage prepaid), not less than thirty (30) days prior to the date fixed for redemption, to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books maintained by or on behalf of the District by the Trustee. Failure to give such notice by mailing to any Owner, or any defect therein, shall not affect the validity of any proceeding for the redemption of other Bonds as to which no such failure or defect exists. The redemption of the Bonds may be contingent or subject to such conditions as may be specified in the notice, and if funds for the redemption are not irrevocably deposited with the Trustee or otherwise placed in escrow and in trust prior to 27 4847-1810-1775.3 the giving of notice of redemption, the notice shall be specifically subject to the deposit of funds by the District. All Bonds so called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment at that time. ARTICLE VI INVESTMENTS Section 6.01. Investments. (a) All moneys held by the Trustee in any of the funds or accounts created hereby shall be promptly invested or reinvested by the Trustee, at the written request and direction of the District Representative, in Permitted Investments only. (b) Such investments shall mature or be redeemable at the option of the owner thereof no later than the respective dates when moneys held for the credit of such fund or account will be required for the purposes intended. The District Representative may direct the Trustee to, or in the absence of direction, the Trustee shall, in accordance with this subsection, invest and reinvest the moneys in any investment permitted hereby so that the maturity date, interest payment date, or date of redemption, at the option of the owner of such investment, shall coincide as nearly as practicable with the times at which money is needed to be so expended. Unless otherwise confirmed or directed in writing, an account statement delivered periodically by the Trustee to the District shall confirm that the investment transactions identified therein accurately reflect the investment directions of the District, unless the District notifies the Trustee in writing to the contrary within thirty (30) days of the date of such statement. The Trustee may make any and all such investments through its Trust Department, and it is specifically provided herein that the Trustee may purchase or invest in shares of any investment company that (i) is registered under the Investment Company Act of 1940, as amended (including both corporations and Massachusetts business trusts, and including companies for which the Trustee may provide advisory, administrative, custodial, or other services for compensation), (ii) invests substantially all of its assets in short-term high-quality money- market instruments, limited to obligations issued or guaranteed by the United States, and (iii) maintains a constant asset value per share, and, the Trustee may implement its automated cash investments system to assure that cash on hand is invested and to charge reasonable cash management fees, which may be deducted from income earned on investments. Section 6.02. Use of Interest Income. Except as provided herein for investment of amounts on deposit in the Surplus Fund, the interest income derived from the investment and reinvestment of any moneys in any fund or account held by the Trustee hereunder shall be credited to the fund or account from which the moneys invested were derived. With respect to the Surplus Fund, investment earnings thereon shall be treated in the manner set forth in Section 3.07(d) hereof. 2g 4847-1810-1775.3 ARTICLE VII DISCHARGE OF LIEN Section 7.01. Discharge of the Lien of the Indenture. (a) If the District shall pay or cause to be paid to the Trustee, for the Owners of the Bonds, the principal of and interest to become due thereon at the times and in the manner stipulated herein, and if the District shall keep, perform, and observe all and singular the covenants and promises in the Bonds and in this Indenture expressed to be kept, performed, and observed by it or on its part, and if all fees and expenses of the Trustee required by this Indenture to be paid shall have been paid, then these presents and the estate and rights hereby granted shall cease, determine, and be void, and thereupon the Trustee shall cancel and discharge the lien of this Indenture, and execute and deliver to the District such instruments in writing as shall be requisite to satisfy the lien hereof, and assign and deliver to the District any property at the time subject to the lien of this Indenture which may then be in its possession, and deliver any amounts required to be paid to the District under Section 8.05 hereof, except for moneys and Federal Securities held by the Trustee for the payment of the principal of, premium if any, and interest on the Bonds. (b) Any Bond shall, prior to the maturity or prior redemption thereof, be deemed to have been paid within the meaning and with the effect expressed in this Section 7.01 if, for the purpose of paying such Bond (i) there shall have been deposited with the Trustee an amount sufficient, without investment, to pay the principal of, premium if any, and interest on such Bond as the same becomes due at maturity or upon one or more designated prior redemption dates, or (ii) there shall have been placed in escrow and in trust with a commercial bank exercising trust powers, an amount sufficient (including the known minimum yield from Federal Securities in which such amount may be invested) to pay the principal of, premium if any, and interest on such Bond, as the same becomes due at maturity or upon one or more designated prior redemption dates. The Federal Securities in any such escrow shall not be subject to redemption or prepayment at the option of the issuer, and shall become due at or prior to the respective times on which the proceeds thereof shall be needed, in accordance with a schedule established and agreed upon between the District and such bank at the time of the creation of the escrow, or the Federal Securities shall be subject to redemption at the option of the holders thereof to assure such availability as so needed to meet such schedule. The sufficiency of any such escrow funded with Federal Securities shall be determined by a Certified Public Accountant. (c) Neither the Federal Securities, nor moneys deposited with the Trustee or placed in escrow and in trust pursuant to this Section 7.01, nor principal or interest payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and interest on 29 4847-1810-17753 the Bonds; provided however, that any cash received from such principal or interest payments on such Federal Securities, if not then needed for such purpose, shall, to the extent practicable, be reinvested subject to the provisions of Article VI hereof in Federal Securities maturing at the times and in amounts sufficient to pay, when due, the principal of and interest on the Bonds. (d) Prior to the investment or reinvestment of such moneys or such Federal Securities as herein provided, the Trustee shall receive and may rely upon a report of a Certified Public Accountant that the moneys or Federal Securities will be sufficient to provide for the payment of the principal of and interest on the Bonds when due. (e) The release of the obligations of the District under this Section shall be without prejudice to the rights of the Trustee to be paid reasonable compensation by the District for all services rendered by it hereunder and all its reasonable expenses, charges, and other disbursements incurred in the administration of the trust hereby created, the exercise of its powers, and the performance of its duties hereunder. Section 7.02. Continuing Role as Bond Registrar and Paying Agent. Notwithstanding the defeasance of the Bonds prior to maturity and the discharge of this Indenture as provided in Section 7.01 hereof, the Trustee shall continue to fulfill its obligations under Section 2.03 hereof until the Bonds are fully paid, satisfied, and discharged. ARTICLE VIII DEFAULT AND REMEDIES Section 8.01. Events of Default. The occurrence of any one or more of the following events or the existence of any one or more of the following conditions shall constitute an Event of Default under this Indenture (whatever the reason for such event or condition and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, rule, regulation, or order of any court or any administrative or governmental body), and there shall be no default or Event of Default hereunder except as provided in this Section: (a) the District fails or refuses to impose the Required Mill Levy or to apply the Pledged Revenue as required by this Indenture; or (b) the District defaults in the performance or observance of any other of the covenants, agreements, or conditions on the part of the District in this Indenture or the Bond Resolution, and fails to remedy the same after notice thereof pursuant to Section 8.12(b) hereof; or (c) any of District No. 2, District No. 4 or District No. 5 defaults in the performance or observance of any covenants, agreements, or conditions contained in the District No. 2, Capital Pledge Agreement; the District No. 4 Capital Pledge Agreement or 30 4847-1810-1775.3 the District No. 5 Capital Pledge Agreement, respectively, relating to Pledged Revenue; or (d) any of District No. 2, District No. 4 or District No. 5 defaults in the performance or observance of any other of the covenants, agreements, or conditions on the part of District No. 2, District No. 4 or District No. 5 contained in the District No. 2, Capital Pledge Agreement; the District No. 4 Capital Pledge Agreement or the District No. 5 Capital Pledge Agreement, respectively, and fails to remedy the same within thirty (30)days after the occurrence thereof; or (e) the District files a petition under the federal bankruptcy laws or other applicable bankruptcy laws seeking to adjust the obligation represented by the Bonds; or (0 any of District No. 2, District No. 4 or District No. 5 files a petition under the federal bankruptcy laws or other applicable bankruptcy laws seeking to adjust the obligation represented by the District No. 2, Capital Pledge Agreement; the District No. 4 Capital Pledge Agreement or the District No. 5 Capital Pledge Agreement, respectively. It is acknowledged that due to the limited nature of the Pledged Revenue, the failure to pay the principal of or interest on the Bonds when due shall not, of itself, constitute an Event of Default hereunder. Section 8.02. Remedies on Occurrence of Event of Default. (a) Upon the occurrence and continuance of an Event of Default, the Trustee shall have the following rights and remedies which may be pursued: (i) Receivership. Upon the filing of a bill in equity or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners, the Trustee shall be entitled as a matter of right to the appointment of a receiver or receivers of the Trust Estate, and of the revenues, income, product, and profits thereof pending such proceedings, subject however, to constitutional limitations inherent in the sovereignty of the District; but notwithstanding the appointment of any receiver or other custodian, the Trustee shall be entitled to the possession and control of any cash, securities, or other instruments at the time held by, or payable or deliverable under the provisions of this Indenture to, the Trustee. (ii) Suit for Judgment. The Trustee may proceed to protect and enforce its rights and the rights of the Owners under the Act, the Bonds, the Bond Resolution, this Indenture, and any provision of law by such suit, action, or special proceedings as the Trustee, being advised by Counsel, shall deem appropriate. 31 4847-1810-1775.3 (iii) Mandamus or Other Suit. The Trustee may proceed by mandamus or any other suit, action, or proceeding at law or in equity, to enforce all rights of the Owners. (b) No recovery of any judgment by the Trustee shall in any manner or to any extent affect the lien of this Indenture or any rights, powers, or remedies of the Trustee hereunder, or any lien, rights,powers, and remedies of the Owners of the Bonds, but such lien, rights, powers, and remedies of the Trustee and of the Owners shall continue unimpaired as before. (c) If any Event of Default under Section 8.01(a) or (b) shall have occurred and if requested by the Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Section 8.02 as the Trustee, being advised by Counsel, shall deem most expedient in the interests of the Owners; provided that the Trustee at its option shall be indemnified as provided in Section 9.01(m)hereof. (d) Notwithstanding anything herein to the contrary, acceleration of the Bonds shall not be an available remedy for an Event of Default. Section 8.03. Majority of Owners May Control Proceedings. The Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, at any time, to the extent permitted by law, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, method, and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver, and any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions hereof; and provided further that at its option the Trustee shall be indemnified as provided in Section 9.01(m) hereof. Section 8.04. Rights and Remedies of Owners. No Owner of any Bond shall have any right to institute any suit, action, or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder, unless a default has occurred of which the Trustee has been notified as provided in Section 9.01 hereof, or of which under that Section it is deemed to have notice, and unless such default shall have become an Event of Default and the Owners of not less than twenty-five percent (25%) in aggregate principal amount of Bonds then Outstanding shall have made written request to the Trustee and shall have offered reasonable opportunity either to proceed to exercise the powers hereinabove granted or to institute such action, suit, or proceedings in their own name, nor unless they have also offered to the Trustee indemnity as provided in Section 9.01(m) hereof, nor unless the Trustee shall thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its own name; and such notification, request, and offer of indemnity are declared in every case at the option of the Trustee to be conditions precedent to any action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver or for any other remedy hereunder; it being understood and intended that no one or more Owners of Bonds shall have any 32 4847-1810-1775.3 right in any manner whatsoever to affect, disturb, or prejudice the lien of this Indenture by his, her, its, or their action, or to enforce any right hereunder except in the manner herein provided and that all proceedings at law or in equity shall be instituted, had, and maintained in the manner herein provided and for the equal benefit of the Owners of all Bonds then Outstanding. Section 8.05. Application of Moneys. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article and any other moneys held as part of the Trust Estate, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and the fees (including attorneys' fees and any other professionals hired by the Trustee hereunder), expenses, liabilities, and advances incurred or made by the Trustee, shall be deposited in the appropriate accounts or accounts created hereunder in the same manner as is provided for deposits of other revenue and used for the purposes thereof, until the principal of, premium if any, and interest on all of the Bonds has been paid in full. Whenever all of the Bonds and interest thereon have been paid under the provisions of this Section 8.05 and all expenses and fees of the Trustee have been paid, any balance remaining in any of the funds held hereunder shall be paid to the District. Section 8.06. Trustee May Enforce Rights Without Bonds. All rights of action and claims under this Indenture or any of the Bonds Outstanding hereunder may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or proceedings relative thereto. Any suit or proceeding instituted by the Trustee shall be brought in its name as the Trustee, without the necessity of joining as plaintiffs or defendants any Owners of the Bonds, and any recovery of judgment shall be for the ratable benefit of the Owners of the Bonds, subject to the provisions of this Indenture. Section 8.07. Trustee to File Proofs of Claim in Receivership, Etc. In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceedings affecting the District, the Trustee shall, to the extent permitted by law, file such proofs of claims and other documents as may be necessary or advisable in order to have claims of the Trustee and of the Owners allowed in such proceedings, without prejudice, however, to the right of any Owner to file a claim in his own behalf Section 8.08. Delay or Omission No Waiver. No delay or omission of the Trustee or of any Owner to exercise any right or power accruing upon any default shall exhaust or impair any such right or power or shall be construed to be a waiver of any such default, or acquiescence therein; and every power and remedy given by this Indenture may be exercised from time to time and as often as may be deemed expedient. Section 8.09. No Waiver of One Default to Affect Another; All Remedies Cumulative. No waiver of any Event of Default hereunder, whether by the Trustee or the Owners, shall extend to or affect any subsequent or any other then existing Event of Default or shall impair any rights or remedies consequent thereon. All rights and remedies of the Trustee and the Owners provided herein shall be cumulative and the exercise of any such right or remedy shall not affect or impair the exercise of any other right or remedy. 33 4847-1810-1775.3 Section 8.10. Discontinuance of Proceedings on Default; Position of Parties Restored. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the District and the Trustee shall be restored to their former positions and rights hereunder with respect to the Trust Estate, and all rights, remedies, and powers of the Trustee shall continue as if no such proceedings had been taken. Section 8.11. Waivers of Events of Default. The Trustee may in its discretion waive any Event of Default hereunder and its consequences, and shall do so upon the written request of the Consent Parties with respect to a majority in aggregate principal amount of all the Bonds then Outstanding; provided however, that there shall not be waived without the consent of the Consent Parties with respect to one hundred percent (100%) of the Bonds then Outstanding as to which the Event of Default exists any Event of Default under Section 8.01(a) or (b) hereof. In case of any such waiver, or in case any proceedings taken by the Trustee on account of any such default shall have been discontinued or abandoned or determined adversely to the Trustee, then in every such case the District, the Trustee, and the Owners shall be restored to their former positions and rights hereunder respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereon. Section 8.12. Notice of Default; Opportunity to Cure Defaults. (a) The Trustee shall give to the Owners of all Bonds notice by mailing to the address shown on the registration books maintained by the Trustee, of all Events of Default of which the Trustee is, by Section 9.01(h) hereof, required to take notice, or if notice of an Event of Default is given as provided in such Section 9.01(h) within ninety (90) days after the Trustee has received notice as provided by Section 9.01(h) of the occurrence of such Event of Default, unless such Event of Default shall have been cured or corrected before the giving of such notice. (b) No default under subsection 8.01(b) hereof shall constitute an Event of Default until actual notice of such Event of Default by registered or certified mail shall be given by the Trustee or by the Owners of not less than twenty-five percent (25%) in aggregate principal amount of all Bonds Outstanding to the District, and the District shall have had thirty (30) days after receipt of such notice to correct said Event of Default or cause said Event of Default to be corrected and shall not have corrected said Event of Default or caused said Event of Default to be corrected within the applicable period; provided however, if said Event of Default is such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted within the applicable period and diligently pursued thereafter until the Event of Default is corrected. 34 4847-1810-1775.3 ARTICLE IX CONCERNING TRUSTEE Section 9.01. Acceptance of Trusts and Duties of Trustee. The Trustee hereby accepts the trusts imposed upon it by this Indenture and agrees to perform said trusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to the following express terms and conditions, and no implied covenants or obligations shall be read into this Indenture against the Trustee. (a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of any Event of Default which may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs in exercising any rights or remedies or performing any of its duties hereunder. (b) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers, or employees, but shall be answerable for the conduct of the same in accordance with the standard specified in Section 9.01(g) hereof, and shall be entitled to act upon an opinion or the advice of Counsel concerning all matters of trust hereof and the duties hereunder, and may in all cases pay (and be reimbursed as provided in Section 9.02 hereof) such compensation to all such attorneys, agents, receivers, and employees as may reasonably be employed in connection with the trusts hereof. The Trustee shall not be responsible for any loss or damage resulting from any action taken or omitted to be taken in good faith in reliance upon an opinion or the advice of Counsel chosen with due care. (c) The Trustee shall not be responsible for any recital herein or in the Bonds, or for the recording or filing of this Indenture of any financing statement (other than continuation statements) in connection therewith, or for the validity of the execution by the District of this Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Bonds, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on the part of the District, except as herein expressly set forth; but the Trustee may require of the District full information and advice as to the performance of the covenants, conditions, and agreements aforesaid. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Article VI hereof (d) The Trustee makes no representation as to the value or condition of the Trust Estate or any part thereof(except for funds or investments held by the Trustee), or as to the validity or sufficiency of this Indenture or of the Bonds. The Trustee, in its 35 4847-1810-1775-3 individual or any other capacity, may become the Owner of the Bonds with the same rights which it would have if it were not the Trustee. (e) The Trustee may rely and shall be protected in acting or refraining from acting upon any opinion, notice, request, consent, certificate, order, affidavit, letter, telegram, or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. The Trustee may rely conclusively on any such certificate or other paper or document and shall not be required to make any independent investigation in connection therewith. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Bond shall be conclusive and binding upon any Bonds delivered in place thereof. (f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper, or proceedings, or whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee shall be entitled to rely upon a certificate signed on behalf of the District by the District Representative or the District's President or such other person as may be designated for such purpose by a certified resolution of the District as sufficient evidence of the facts therein contained, and, prior to the occurrence of a default of which the Trustee has been notified as provided in Section 9.01(h) hereof or of which by said Section it is deemed to have notice, the Trustee may also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction, or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful default. (h) The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder unless the Trustee shall be specifically notified in writing of such default by the District or by the Owners of at least twenty-five percent (25%) in aggregate principal amount of Bonds then Outstanding. All notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume there is no default. (i) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust in the manner and for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Indenture or by law. The Trustee shall not be under any liability to invest any moneys received hereunder except as provided in Article VI hereof. 36 4847-1810-1775.3 (j) At any and all reasonable times the Trustee or its duly authorized agents, attorneys, experts, engineers, accountants, and representatives shall have the right, but shall not be required, to inspect any and all books, papers, and records of the District pertaining to the Bonds and the Pledged Revenue and to take such memoranda from and in regard thereto as may be desired. (k) Notwithstanding anything in this Indenture to the contrary, the Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals, or other information or corporate action or evidence thereof, in addition to that by the terms hereof required, as a condition of such action by the Trustee, as may be deemed desirable for the purpose of establishing the right of the District to the authentication of any Bonds, or the taking of any other action by the Trustee. (1) All records of the Trustee pertaining to the Bonds shall be open during reasonable times for inspection by the District. (m) The Trustee shall not be required to advance its own funds, and before taking any action under this Indenture, the Trustee may require that indemnity satisfactory to it be furnished to it for the reimbursement of all costs and expenses which it may incur, including attorney's fees and expenses, and to protect it against all liability, except liability which may result from its negligence or willful default, by reason of any action so taken. (n) The Trustee shall not be required to give any bond or surety in respect to the execution of its trusts and powers hereunder or otherwise with respect to the Trust Estate or the Bonds. Section 9.02. Fees and Expenses of the Trustee. The Trustee shall be entitled to payment and reimbursement of its fees and expenses for its ordinary services rendered hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as and when the same become due, and for all advances, agent and counsel fees and other ordinary expenses reasonably and necessarily made or incurred by the Trustee in connection with such ordinary services. In the event that it should become necessary for the Trustee to perfonn extraordinary services, the Trustee shall be entitled to reasonable additional compensation therefor and to reimbursement for reasonable and necessary extraordinary expenses in connection therewith; provided that if such extraordinary services or extraordinary expenses are occasioned by the gross negligence or willful misconduct of the Trustee it shall not be entitled to compensation or reimbursement therefore. The Trustee shall be entitled to payment and reimbursement for the reasonable fees and charges of the Trustee as Paying Agent and as Bond Registrar of the Bonds. The Trustee shall have a lien, subject only to the right of prior payment of the principal and interest on the Bonds when due, upon all moneys in its possession under any provisions hereof for the foregoing advances, fees, costs and expenses incurred and unpaid. 37 4847-1810-1775.3 Section 9.03. Resignation or Replacement of Trustee. (a) The Trustee may resign, subject to the appointment of a successor, by giving thirty (30) days notice of such resignation to the District and to all Owners of Bonds specifying the date when such resignation shall take effect. Such resignation shall take effect on the date specified in such notice unless a successor shall have been previously appointed as hereinafter provided, in which event such resignation shall take effect immediately on the appointment of such successor. The Trustee may petition the courts to appoint a successor in the event no such successor shall have been previously appointed. The Trustee may be removed at any time by an instrument in writing executed by the District or a majority of the Owners in aggregate principal amount of the Bonds then Outstanding. Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. (b) In case the Trustee shall at any time resign or be removed or otherwise become incapable of acting, a successor may be appointed by the District so long as it is not in default hereunder; otherwise by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding by an instrument or concurrent instruments signed by such Owners, or their attorneys-in-fact appointed; provided however, that even if the District is in default hereunder it may appoint a successor until a new successor shall be appointed by the District or the Owners as herein authorized. The District, upon making such appointment, shall forthwith give notice thereof to the Owners by mailing to the address shown on the registration books maintained by the Trustee, which notice may be given concurrently with the notice of resignation given by any resigning Trustee. Any successor so appointed by the District shall immediately and without further act be superseded by a successor appointed in the manner above provided by the District or the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, as applicable. (c) Every successor Trustee shall always be a commercial bath or trust company in good standing, qualified to act hereunder, and having a capital and surplus of not less than $50,000,000, if there be such an institution willing, qualified, and able to accept the trust upon reasonable or customary terms. Any successor appointed hereunder shall execute, acknowledge, and deliver to the District an instrument accepting such appointment hereunder, and thereupon such successor shall, without any further act, deed, or conveyance, become vested with all estates, properties,rights, powers, and trusts of its predecessor in the trust hereunder with like effect as if originally named as the Trustee hereunder and thereupon the duties and obligations of the predecessor shall cease and terminate; but the Trustee retiring shall, nevertheless, on the written demand of its successor and upon the payment of the fees and expenses owed to the predecessor, execute and deliver an instrument conveying and transferring to such successor, upon the trusts herein expressed, all the estates, properties, rights, powers, and trusts of the predecessor, who shall duly assign, transfer, and deliver to the successor all properties 38 4847-1810-1775.3 and moneys held by it under this Indenture. If any instrument from the District is required by any successor for more fully and certainly vesting in and confirming to it the estates, properties, rights, powers, and trusts of the predecessor, those instruments shall be made, executed, acknowledged, and delivered by the District on request of such successor. (d) The instruments evidencing the resignation or removal of the Trustee and the appointment of a successor hereunder, together with all other instruments provided for in this Section, shall be filed or recorded by the successor Trustee in each recording office, if any, where this Indenture shall have been filed or recorded. Section 9.04. Conversion, Consolidation, or Merger of Trustee. Anything herein to the contrary notwithstanding, any bank or trust company or other person into which the Trustee or its successor may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business as a whole, shall be the successor of the Trustee under this Indenture with the same rights, powers, duties, and obligations, and subject to the same restrictions, limitations, and liabilities as its predecessor, all without the execution or filing of any papers or any further act on the part of any of the parties hereto, provided that such bank, trust company, or other person is legally empowered to accept such trust. Section 9.05. Trustee Protected in Relying Upon Resolutions, Etc. The resolutions, opinions, certificates, and other instruments provided for in this Indenture may be accepted by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection, and authority to the Trustee for the release of property and the withdrawal of cash hereunder. Except as expressly provided herein, the Trustee shall not be under any responsibility to seek the approval of any expert for any of the purposes expressed in this Indenture; provided however, that nothing contained in this Section shall alter the Trustee's obligations or immunities provided by statutory, constitutional, or common law with respect to the approval of independent experts who may furnish opinions, certificates, or opinions of Counsel to the Trustee pursuant to any provisions of this Indenture. ARTICLE X SUPPLEMENTAL INDENTURES Section 10.01. Supplemental Indentures Not Requiring Consent. Subject to the provisions of this Article, the District and the Trustee may, without the consent of or notice to the Owners, enter into such indentures supplemental hereto, which supplemental indentures shall thereafter form a part hereof, for any one or more of the following purposes: (a) To cure any ambiguity, to cure, correct, or supplement any formal defect or omission or inconsistent provision contained in this Indenture, to make any provision necessary or desirable due to a change in law, to make any provisions with respect to matters arising under this Indenture, or to make any provisions for any other purpose if 39 4847-1810-1775.3 such provisions are necessary or desirable and do not materially adversely affect the interests of the Owners of the Bonds; (b) To subject to this Indenture additional revenues, properties,or collateral; (c) To grant or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers, or authority that may lawfully be granted to or conferred upon the Owners or the Trustee; and (d) To qualify this Indenture under the Trust Indenture Act of 1939. Section 10.02. Supplemental Indentures Requiring Consent. (a) Except for supplemental indentures delivered pursuant to Section 10.01 hereof, and subject to the provisions of this Article X, the Consent Parties with respect to not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, to consent to and approve the execution by the District and the Trustee of such indenture or indentures supplemental hereto as shall be deemed necessary or desirable by the District for the purpose of modifying, altering, amending, adding to, or rescinding, in any particular, any of the terms or provisions contained in this Indenture; provided however, that without the consent of the Consent Parties with respect to 100% of the Outstanding Bonds affected thereby, nothing herein contained shall permit, or be construed as permitting: (i) a change in the terms of the maturity of any Outstanding Bond, in the principal amount of any Outstanding Bond, in the optional or mandatory redemption provisions applicable thereto, or the rate of interest thereon; (ii) an impairment of the right of the Owners to institute suit for the enforcement of any payment of the principal of or interest on the Bonds when due; (iii) a privilege or priority of any Bond or any interest payment over any other Bond or interest payment; or (iv) a reduction in the percentage in principal amount of the Outstanding Bonds. the consent of whose Owners or Consent Parties is required for any such supplemental indenture. (b) Upon the execution of any supplemental indenture pursuant to the provisions of this Section, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties, and obligations under this Indenture of the District, the Trustee, and all Owners of Bonds then Outstanding shall thereafter be determined, exercised, and enforced hereunder, subject in all respects to such modifications and amendments. 40 4847-1810-1775.3 (c) If at any time the District shall request the Trustee to enter into such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to fees and expenses, cause notice of the proposed execution of such supplemental indenture to be given by mailing such notice by certified or registered first class mail to each Owner of a Bond to the address shown on the registration books of the Trustee, at least thirty(30)days prior to the proposed date of execution and delivery of any such supplemental indenture. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Owners. If, within sixty (60) days or such longer period as shall be prescribed by the District following the giving of such notice, the Consent Parties with respect to not less than the required percentage in aggregate principal amount of the Bonds then Outstanding at the time of the execution of any such supplemental indenture shall have consented to and approved the execution thereof as herein provided, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the District from executing the same or from taking any action pursuant to the provisions thereof. Section 10.03. Execution of Supplemental Indenture. The Trustee is authorized to join with the District in the execution of any such supplemental indenture and to make further agreements and stipulations which may be contained therein; provided that, prior to the execution of any such supplemental indenture (whether under Section 10.01 or 10.02 hereof) the Trustee and the District shall receive and shall be fully protected in relying upon an opinion of nationally recognized municipal bond counsel and acceptable to the Trustee and the District, to the effect that: (i) the District is permitted by the provisions hereof to enter into the supplement; and (ii) the supplement is a valid and binding obligation of the District, enforceable in accordance with its terms, subject to matters permitted by Section 1.05 hereof. ARTICLE XI MISCELLANEOUS Section 11.01. Parties Interested Herein. Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person other than the District, the Trustee, the Beneficial Owners, and the Owners of the Bonds, any right, remedy, or claim under or by reason of this Indenture or any covenant, condition, or stipulation hereof; and all the covenants, stipulations, promises, and agreements in this Indenture by and on behalf of the District shall be for the sole and exclusive benefit of the District, the Trustee, the Beneficial Owners, and the Owners of the Bonds. Section 11.02. Severability. In the event any provision of this Indenture shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate 41 4847-1810-1775 3 or render unenforceable any other provision hereof, the intent being that such remaining provisions shall remain in full force and effect. Section 11.03. Governing Law. This Indenture shall be governed and construed in accordance with the laws of the State. Section 11.04. Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11.05. Notices; Waiver. (a) Except as otherwise provided herein, all notices, certificates, or other communications required to be given to any of the persons set forth below pursuant to any provision of this Indenture shall be in writing, shall be given either in person; by reliable commercial overnight courier service; or by certified or registered mail, postage prepaid, addressed as follows, provided that notice to any party hereunder shall be deemed received at the time the addressee is in receipt thereof: District: Pioneer Metropolitan District No. 3 450 East 17th Avenue, Suite 400 Denver, Colorado 80203 Trustee: UMB Bank, n.a. 1670 Broadway Denver, Colorado 80202 Attn: Corporate Trust (b) The persons designated above may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, or other communications shall be sent. (c) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 11.06. Holidays. If the date for making any payment or the last day for performance of any act or the exercising of any right, as provided in this Indenture, shall be a legal holiday or a day on which banking institutions in the city in which the principal office of the Trustee are located are authorized or required by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day which is not a legal holiday or a day on which such banking institutions are authorized or required by law to remain closed, with the same force and effect as if done on the nominal date provided in this Indenture. 42 4847_1810-1775.3 Section 11.07. No Recourse against Officers and Agents. Pursuant to Section 11-57- 209 of the Supplemental Act, if a member of the Board, or any officer or agent of the District acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prior redemption premiums on the Bonds. Such recourse shall not be available either directly or indirectly through the Board or the District, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Bonds and as a part of the consideration of their sale or purchase, any person purchasing or selling such Bond specifically waives any such recourse. Section 11.08. Conclusive Recital. Pursuant to Section 11-57-210 of the Supplemental Act, the Bonds shall contain a recital that they are issued pursuant to certain provisions of the Supplemental Act. Such recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value. Section 11.09. Limitation of Actions. Pursuant to Section 11-57-212 of the Supplemental Act, no legal or equitable action brought with respect to any legislative acts or proceedings in connection with the authorization or issuance of the Bonds shall be commenced more than thirty days after the issuance or authorization of the Bonds,whichever occurs later. Section 11.10. Electronic Transactions. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 43 4847-1810-1775.3 IN WITNESS WHEREOF, PIONEER METROPOLITAN DISTRICT NO. 3, WELD COUNTY, COLORADO, has caused this Indenture to be executed on its behalf by its President and attested by its Secretary or Assistant Secretary, and to evidence its acceptance of the trusts hereby created, and UMB BANK, n.a., Denver, Colorado, as Trustee, has caused this Indenture to be executed on its behalf by one of its authorized officers, all as of the date first above written. ISIS".,,..,_ (SEAL) ,'�0,.C�9•P"'••-.'TA,vp _ PIONEER METROPOLITAN DISTRICT NO. 3 • �: :P i WELD C TY COLORADO ]•a oi•� � L 'PP*, p4': r - °�' J' I . Farkas, President - ,4 ATTES D: ‘ 1 oni L. Serra, Secretary UMB BANK, N.A., as Trustee � ota 24. I '- Patricia M. Peters, Vice President [Signature Page to Indenture of Trust] 4847-1810-1775. EXHIBIT A TO INDENTURE OF TRUST [Form of Bond] 4847-1810-1775 3 UNITED STATES OF AMERICA STATE OF COLORADO No. R-I $4,150,000 $4,150,000 PIONEER METROPOLITAN DISTRICT NO.3 WELD COUNTY,COLORADO LIMITED TAX GENERAL OBLIGATION BONDS TAXABLE SERIES 2012 Interest Rate Maturity Date Original Issue Date CUSIP 11.00% December 1, 2037 April 18, 2012 72375P AA8 REGISTERED OWNER: Cede& Co. Tax Identification Number: 13-2555119 PRINCIPAL AMOUNT: Four Million One Hundred Fifty Thousand and 00/100 U.S. Dollars Pioneer Metropolitan District No. 3, Weld County, Colorado (the "District") a special district duly organized and operating under the constitution and laws of the State of Colorado, for value received, hereby acknowledges itself indebted and promises to pay, solely from and to the extent of the Pledged Revenue, to the registered owner named above, or registered assigns, on the maturity date specified above or on the date of prior redemption, the principal amount specified above. In like manner the District promises to pay interest on such principal amount (computed on the basis of a 360-day year of twelve 30-day months) from the date of delivery of this Bond, at the interest rate per annum specified above, payable semiannually on June 1 and December 1 each year, commencing on June 1, 2012, until the principal amount is paid at maturity or upon prior redemption. To the extent principal of this Bond is not paid, such principal shall remain outstanding until paid. To the extent interest on this Bond is not paid when due, such interest shall compound semiannually on each interest payment date, at the rate then borne by the Bond; provided however, that notwithstanding anything herein or in the Indenture to the contrary, the District shall not be obligated to pay more than the amount permitted by law and its electoral authorization in repayment of this Bond, including all payments of principal and interest, and this Bond will be deemed defeased and no longer outstanding upon the payment by the District of such amount. A-2 4847-1810-17753 The Bonds are issued pursuant to that certain Indenture of Trust (the "Indenture") dated as of April 1, 2012 between the District and UMB Bank, n.a., as trustee (the "Trustee"). All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned in the Indenture. To the extent of any conflicting terms between this Bond and the Indenture, the Indenture shall govern. The principal of this Bond is payable in lawful money of the United States of America to the registered owner hereof upon maturity or prior redemption and presentation at the principal office of the Trustee. Payment of each installment of interest shall be made to the registered owner hereof whose name shall appear on the registration books of the District maintained by or on behalf of the District by the Trustee at the close of business on the fifteenth day of the calendar month next preceding each interest payment date(the"Record Date"), and shall be paid by check or draft of the Trustee mailed on or before the interest payment date to such registered owner at his address as it appears on such registration books. The Trustee may make payments of interest on any Bond by such alternative means as may be mutually agreed to between the registered owner of such Bond and the Trustee as provided in the Indenture. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof at the close of business on the Record Date and shall be payable to the person who is the registered owner hereof at the close of business on a Special Record Date (the "Special Record Date") established for the payment of any defaulted interest. Notice of the Special Record Date and the date fixed for the payment of defaulted interest shall be given by first-class mail to the registered owner hereof as shown on the registration books on a date selected by the Trustee. This Bond is a single term bond in the amount of $4,150,000 par value, issued by the Board of Directors of Pioneer Metropolitan District No. 3, Weld County, Colorado, for the purpose of paying the costs of providing certain public improvements for the District, by virtue of and in full conformity with the Constitution of the State of Colorado; Title 32, Article 1, Part 11, C.R.S.; Title 11, Article 57, Part 2, C.R.S.; and all other laws of the State of Colorado thereunto enabling, and pursuant to the duly adopted Bond Resolution and the Indenture. Pursuant to § 11-57-210, C.R.S., such recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value. It is hereby recited, certified, and warranted that all of the requirements of law have been fully complied with by the proper officers in issuing this Bond. It is hereby further recited, certified, and warranted that the total indebtedness of the District, including that of this Bond, does not exceed any limit prescribed by the constitution or laws of the State of Colorado; that at the election lawfully held within the District on May 4, 2010, the issuance of this Bond was duly authorized by a majority of the electors of the District qualified to vote and voting at said election; and that provision has been made for the levy and collection of an ad valorem tax on all of the taxable property within the District in the amount of the Required Mill Levy(as defined in the Indenture) for the purpose of paying the principal of and interest on this Bond as the same respectively become due. A-3 4847-18101775 3 All of the Bonds, together with the interest thereon and any premium due in connection therewith, shall be payable solely from and to the extent of certain moneys held under the Indenture and the "Pledged Revenue," as defined by the Indenture. The Bonds constitute an irrevocable and exclusive first lien upon the Pledged Revenue. Reference is hereby made to the Indenture for an additional description of the nature and extent of the security for the Bonds, the accounts and revenues pledged to the payment thereof, the rights and remedies of the registered owners of the Bonds, the manner in which the Indenture may be amended, and the other terms and conditions upon which the Bonds are issued, copies of which are on file for public inspection at the office of the District Secretary. The Bonds are subject to redemption prior to maturity as described in the Indenture. The District and Trustee shall not be required to issue or transfer any Bonds: (a)during a period beginning at the close of business on the Record Date and ending at the opening of business on the first business day following the ensuing interest payment date or (b) during the period beginning at the opening of business on a date 60 days prior to the date of any redemption of Bonds and ending at the opening of business on the first business day following the day on which the applicable notice of redemption is mailed. The Trustee shall not be required to transfer any Bonds selected or called for redemption, in whole or in part. The District and the Trustee may deem and treat the registered owner of this Bond as the absolute owner hereof for all purposes (whether or not this Bond shall be overdue), and any notice to the contrary shall not be binding upon the District or the Trustee. This Bond may be exchanged at the principal office of the Trustee for a like aggregate principal amount of Bonds of the same series and maturity of other authorized denominations. This Bond is transferable by the registered owner hereof in person or by his attorney duly authorized in writing, at the principal office of the Trustee, but only in the manner, subject to the limitations, and upon payment of the charges provided in the Indenture and upon surrender and cancellation of this Bond. This Bond may be transferred upon the registration books upon delivery to the Trustee of this Bond, accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Trustee, duly executed by the owner of this Bond or his attorney-in-fact or legal representative, containing written instructions as to the details of the transfer of the Bond, along with the social security number or federal employer identification number of such transferee. In the event of the transfer of this Bond, the Trustee shall enter the transfer of ownership in the registration books and shall authenticate and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of authorized denominations of the same series, maturity, and interest rate for the aggregate principal amount which the registered owner is entitled to receive at the earliest practicable time. The Trustee shall charge the owner of this Bond for every such transfer or exchange an amount sufficient to reimburse it for its reasonable fees and for any tax or other governmental charge required to be paid with respect to such transfer or exchange. A-4 4847-1810-1775.3 If the date for making any payment or performing any action shall be a legal holiday or a day on which the principal office of the Trustee is authorized or required by law to remain closed, such payment may be made or act performed on the next succeeding day which is not a legal holiday or a day on which the principal office of the Trustee is authorized or required by law to remain closed. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee. IN TESTIMONY WHEREOF, the Board of Directors of Pioneer Metropolitan District No. 3, Weld County, Colorado, has caused this Bond to be signed by the manual or facsimile signature of the President of the District, sealed with a manual impression or a facsimile of the seal of the District, and attested by the manual or facsimile signature of the Secretary or an Assistant Secretary thereof, all as of April 18, 2012. [SEAL] PIONEER METROPOLITAN DISTRICT NO. 3 By President Attested: By Secretary or Assistant Secretary A-5 4847-1810-1775.3 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers unto (Social Security or Federal Employer Identification Number of Assignee) (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint , attorney, to transfer said Bond on the books kept for registration thereof with full power of substitution in the premises. SIGNATURE OF REGISTERED OWNER: Dated: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature guaranteed: (Bank, Trust Company, or Firm) A-7 4847-1810-17753 EXHIBIT B to INDENTURE OF TRUST [Form of Project Fund Requisition] 4847-1810-1775.3 Requisition No. $4,150,000 Pioneer Metropolitan District No.3 Weld County Colorado Limited Tax General Obligation Bonds Taxable Series 2012 The undersigned certifies that he is the District Representative under that certain Indenture of Trust dated as of April 1, 2012 (the "Indenture") between Pioneer Metropolitan District No. 3, Weld County, Colorado (the "District") and UMB Bank, n.a., as trustee (the "Trustee"). All capitalized terms used in this requisition ("Requisition") shall have the respective meanings assigned in the Indenture. The undersigned District Representative hereby makes a requisition from the Project Fund held by the Trustee under the Indenture, and in support thereof states: 1. The amount requisitioned is $ 2. The name and address of the person, firm, or corporation to whom payment is due or has been made is as follows: 3. Payment is due to the above person for(describe nature of the obligation): 4. The payment obligations that are the subject of this Requisition: are capital in nature O are not capital in nature O 5. The above payment obligations have been or will be properly incurred, is or will be a proper charge against the Project Fund, and have not been the basis of any previous withdrawal. The disbursement requested herein will be used solely for the payment of Project Costs. 6. Disbursement instructions are attached hereto. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20 . District Representative B-2 4847-1810-17753 CAPITAL PLEDGE AGREEMENT (DISTRICT NO. 2) This CAPITAL PLEDGE AGREEMENT (DISTRICT NO. 2) (this "Agreement" or "Pledge Agreement"), is entered into as of April 18, 2012 by and between PIONEER METROPOLITAN DISTRICT NO. 3, Weld County, Colorado (the "Issuing District"), a quasi-municipal corporation and political subdivision of the State of Colorado and PIONEER METROPOLITAN DISTRICT NO. 2, Weld County, Colorado ("District No. 2") a quasi-municipal corporation and political subdivision of the State of Colorado. All capitalized terms used herein and not otherwise defined shall have the meanings assigned them in Article I hereof. RECITALS WHEREAS, the Issuing District and District No. 2 (together with District No. 4 and District No. 5, each a "District," and collectively, the "Districts") are special districts organized pursuant to Section 32-1-101, C.R.S. et seq. and operate in accordance with their respective service plans (collectively, the "Service Plans" and each, a "Service Plan") approved by the Board of County Commissioners of Weld County on February 6, 2006; and WHEREAS, the Districts were organized as part of a common plan to provide public infrastructure improvements within and without the boundaries of a planned future development; and WHEREAS, pursuant to the Colorado Constitution Article XIV, Section 18(2)(a), and Section 29-1-203, C.R.S., the Districts may cooperate or contract with each other to provide any function, service or facility lawfully authorized to each, and any such contract may provide for the sharing of costs, the imposition and collection of taxes, and the incurring of debt; and WHEREAS, the Service Plans contemplate that the Districts enter into a Facilities Funding Construction and Operations Agreement (the "FFCO") in order to establish the rights and obligations of the respective Districts to provide for the financing, construction, operation and maintenance of certain public infrastructure; and WHEREAS, pursuant to the FFCO, the Issuing District is generally responsible for coordinating the financing, construction, ownership, operation and maintenance of public improvements, while District Nos. 2, 4 and 5, serving as the "financing districts," are generally responsible for producing property tax and other revenue sufficient to pay the debt service on bonds and the costs of operations and maintenance expenses incurred for the purpose of providing such improvements and services; and WHEREAS, the Boards of Directors of all of the Districts (collectively, the "Board") previously determined that the interests of the Districts and the public interest demand the design, acquisition, construction and installation of certain public infrastructure and the reimbursement of certain capital costs, organizational expenses and operating expenditures (the "Project"); and .4 WHEREAS, pursuant to Section 32-1-1101(1), C.R.S., the Districts are authorized to incur indebtedness for the foregoing purposes to carry out the purposes of the Districts; and WHEREAS, as contemplated by the FFCO and for purposes of financing the Project, the Issuing District is issuing its Limited Tax General Obligations Bonds, Taxable Series 2012, in the original aggregate principal amount of$4,150,000(the"Bonds"); and WHEREAS, in furtherance of carrying out their respective purposes under the FFCO, District Nos. 2, 4 and 5 are to levy taxes and otherwise produce revenue for the purpose of paying the debt service on the Bonds; and WHEREAS, in addition to this Agreement, each of District Nos. 4 and 5 are entering into separate capital pledge agreements with the Issuing District; and WHEREAS, at a special election of the qualified electors of the Districts, duly called and held on May 4, 2010 (the "Elections"), in accordance with law and pursuant to due notice, a majority of those qualified to vote and voting at the Elections voted in favor of, inter alia, the issuance of general obligation indebtedness by the Districts and the imposition of taxes for the payment thereof, for the purpose of providing certain improvements and facilities; and WHEREAS, pursuant to resolutions adopted by each of the Districts, the Board has allocated voted authorization of each District to the indebtedness of each District incurred by virtue of the issuance of the Bonds (with respect to the Issuing District), entering into this Agreement (with respect to District No. 2), and entering into the other capital pledge agreements (with respect to District Nos. 4 and 5); and WHEREAS, in order to carry out the intent and objectives of the Elections, the Service Plans, and the FFCO, the Issuing District and District No. 2 desire to enter into this Agreement for the purpose of providing ad valorem property tax revenue (and other revenue) derived from the taxable property of District No. 2 in order to pay, in combination with revenue derived by the other Districts, the debt service on the Bonds; and WHEREAS, all amendments to this Agreement made pursuant hereto and not in conflict with the ballot questions approved at the Elections, the Service Plans, the Authorizing Resolutions, and the Indenture, shall be deemed part of this Agreement and fully authorized by the foregoing. COVENANTS NOW, THEREFORE, for and in consideration of the promises and the mutual covenants and stipulations herein, the parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01. Interpretation. In this Agreement, unless the context expressly indicates otherwise, the words defined below shall have the meanings set forth below: 2 4816-6759-88614 (a) The terms "herein," "hereunder," "hereby," "hereto," "hereof' and any similar terms, refer to this Agreement as a whole and not to any particular article, section, or subdivision hereof; the term "heretofore" means before the date of execution of the Agreement; and the term"hereafter"means after the date of execution of this Agreement. (b) All definitions, terms, and words shall include both the singular and the plural, and all capitalized words or terms shall have the definitions set forth in Section 1.02 hereof. (c) Words of the masculine gender include correlative words of the feminine and neuter genders, and words importing the singular number include the plural number and vice versa. (d) The captions or headings of this Agreement are for convenience only, and in no way define,limit, or describe the scope or intent of any provision, article, or section of this Agreement. (e) All schedules, exhibits, and addenda referred to herein are incorporated herein by this reference. Section 1.02. Definitions. As used herein, unless the context expressly indicates otherwise, the words defined below and capitalized throughout the text of this Agreement shall have the respective meanings set forth below. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned them in the Indenture. "Agreement" or "District No. 2 Capital Pledge Agreement" means this Agreement, as the same may be modified or supplemented from time to time in accordance with the provisions hereof. "Authorizing Resolution" or "Authorizing Resolutions" means, as the context requires, the resolution or resolutions of the Districts adopted on April 12, 2012 authorizing, with respect to the Issuing District, the issuance of the Bonds and the execution and delivery of the Financing Documents; with respect to District No. 2, the execution and delivery of this Agreement; with respect to District No. 4, the District No. 4 Capital Pledge Agreement; and with respect to District No. 5, the District No. 5 Capital Pledge Agreement. "Board" or "Boards" shall mean the lawfully organized Boards of Directors of the Districts. "Board of County Commissioners" shall mean the Board of County Commissioners for Weld County,Colorado. "Bonds" means the Limited Tax General Obligation Bonds, Taxable Series 2012, in the aggregate principal amount of S4,150,000, dated as of the date of issuance, and issued by the Issuing District pursuant to the Indenture and the Issuing District's Authorizing Resolution. 3 4816-6759-88634 "Capital Fees" means all fees, rates, tolls, penalties, and charges of a capital nature (excluding periodic, recurring service charges) imposed by District No. 2 or any "enterprise" of District No. 2, as defined under Article X, Section 20 of the Colorado Constitution, created for services, programs, or facilities furnished by District No. 2; and including the revenue derived from any action to enforce the collection of Capital Fees, and the revenue derived from the sale or other disposition of property acquired by District No. 2 from any action to enforce the collection of Capital Fees. "Capital Pledge Agreements" means, collectively, District No. 2 Capital Pledge Agreement; the District No. 4 Capital Pledge Agreement; and the District No. 5 Capital Pledge Agreement. "Capital Revenue"means, collectively, Property Tax Revenues; Specific Ownership Tax Revenues; and Pledged Capital Fees. "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement dated as of April 18,2012 by and among the Issuing District, District No. 2, District No. 4, District No. 5 and CliftonLarsonAllen LLP entered into for the benefit of the owners of the Bonds. "C.R.S." means the Colorado Revised Statutes, as amended and supplemented as of the date hereof. "District No. 2"means Pioneer Metropolitan District No. 2, Weld County, Colorado. "District No. 4"means Pioneer Metropolitan District No. 4, Weld County, Colorado. "District No. 4 Capital Pledge Agreement" means the Capital Pledge Agreement dated as of April 18, 2012 between the District and District No. 4. "District No. 5"means Pioneer Metropolitan District No. 5, Weld County, Colorado. "District No. 5 Capital Pledge Agreement" means the Capital Pledge Agreement dated as of April 18, 2012 between the District and District No. 5. "Issuing District" means Pioneer Metropolitan District No. 3, Weld County, Colorado, and its successors and assigns. "Indenture" means the Indenture of Trust dated as of April 1, 2012 between the Issuing District and the Trustee, as the same may from time to time be modified or supplemented in accordance with the provisions thereof. "Pledged Capital Fees" means all Capital Fees except Capital Fees allocated by resolution of the Issuing District for the payment of public infrastructure constructed, acquired or installed for the benefit of the Issuing District, District No. 2, District No. 4 and/or District No. 5, provided that payment of such public infrastructure from Capital Fees be made within the fiscal year in which such Capital Fees are received by the District imposing such Capital Fees. "Outstanding" shall have the meaning assigned in the Indenture. 4 4816-6759-8863 4 "Property Tax Revenues" means all moneys derived from imposition of the Mandatory Capital Levy by the District, but excluding Specific Ownership Tax Revenues. "Mandatory Capital Levy" means an ad valorem mill levy(a mill being equal to 1/10 of 1 cent) imposed upon all taxable property of District No. 2 each year in the amount of 50 mills, provided, however, that notwithstanding anything herein to the contrary, in no event may the Mandatory Capital Levy be established at a mill levy which would cause District No. 2 to derive tax revenue in any year in excess of the maximum tax increases permitted by District No. 2's electoral authorization, and if the Mandatory Capital Levy of 50 mills would cause the amount of taxes collected in any year to exceed the maximum tax increase permitted by District No. 2's electoral authorization, the Mandatory Capital Levy shall be reduced to the point that such maximum tax increase is not exceeded. "Service Plan"or "Service Plans"is defined in the recitals hereof. "Specific Ownership Tax Revenues" shall mean the specific ownership taxes remitted to District No. 2 pursuant to Section 42-3-107, C.R.S., or any successor statute, as a result of its imposition of the Mandatory Capital Levy. "Supplemental Act" means the "Supplemental Public Securities Act," being Title 11, Article 57, Part 2,Colorado Revised Statutes, as amended. "Trustee"means UMB Bank, n.a., Denver, Colorado, as trustee under the Indenture. ARTICLE II PAYMENT OBLIGATION Section 2.01. No Additional Electoral Approval Required. The authorization for issuance of debt, fiscal year spending, revenue collections and other constitutional matters requiring voter approval for purposes of this Agreement, was approved at the Elections in accordance with law and pursuant to due notice. The performance of the terms of this Agreement requires no further electoral approval. Section 2.02. Limited Tax General Obligation. The obligations of District No. 2 under this Agreement constitute limited tax general obligations of District No. 2. Section 2.03. Electoral Limitations. In no event shall the total or annual obligations of District No. 2 hereunder exceed the maximum amounts permitted under its electoral authority and any other applicable law. Section 2.04. Imposition of Mandatory Capital Levy. For so long as any of the Bonds are Outstanding, District No. 2 covenants as follows: (a) For the purpose of honoring its obligations hereunder with respect to the Bonds, District No. 2 covenants to cause to be levied on all of the taxable property of 5 4816-6759-8863.4 District No. 2, in addition to all other taxes, direct annual taxes in each of the years 2012 to 2036, inclusive (and, to the extent necessary to make up any overdue payments on the Bonds, in each year subsequent to 2036) in the amount of the Mandatory Capital Levy. Nothing herein shall be construed to require District No. 2 to levy an ad valorem property tax in excess of the Mandatory Capital Levy. (b) The foregoing provisions of this Agreement are hereby declared to be the certificate of the Board of District No. 2 to the Board of County Commissioners of Weld County, showing the aggregate amount of taxes to be levied from time to time, as required by law, for the purpose of honoring its obligations hereunder with respect to the Bonds. (c) The amounts derived from performance of District No. 2 of its obligations hereunder are hereby appropriated for the purpose of paying such amounts to the Issuing District, and such amounts as appropriate for each year shall also be included in the annual budget and the appropriation bills to be adopted and passed by the Board in each year, respectively,until the Bonds have been fully paid, satisfied, and discharged. (d) It shall be the duty of the Board, annually, at the time and in the manner provided by law for levying other District No. 2 taxes, to ratify and carry out the provisions hereof with reference to the levying and collection of taxes; and the Board shall levy, certify, and collect said taxes in the manner provided by law for the purposes aforesaid. (e) Said taxes shall be levied, assessed, collected, and enforced at the time and in the form and manner and with like interest and penalties as other general taxes in the State of Colorado, and when collected said taxes shall be paid to District No. 2 as provided by law, and District No. 2 shall pay such amounts to the Issuing District as provided herein. (f) The Board shall take all necessary and proper steps to enforce promptly the payment of taxes levied pursuant to this Agreement. Section 2.05. Payment and Application of Revenues. (a) District No. 2 hereby agrees to remit to the Issuing District, as soon as practicable upon the receipt thereof, all revenues comprising (i) Property Tax Revenues; (ii) Specific Ownership Tax Revenues; and (iii) Pledged Capital Fees. (b) All amounts payable by District No. 2 hereunder shall be paid in lawful money of the United States of America by check mailed or delivered, or by wire transfer, to the Issuing District. Alternatively, the Issuing District may direct District No. 2 in writing to pay such amounts directly to the Trustee and, if so directed, amounts paid by District No. 2 to the Trustee shall be deemed, for purposes of this Agreement, to be paid to the Issuing District. 6 4816-6759-8863.4 (c) The Issuing District hereby agrees that it shall promptly transfer, or cause the transfer of, all Capital Revenue received by it under this Agreement to the Trustee for application as provided in the Indenture. Section 2.06. Appropriation; No Impairment of Obligations. The sums herein required to pay the amounts due hereunder are hereby appropriated for that purpose, and said amounts for each year shall be included in the annual budget and the appropriation resolution or measures to be adopted or passed by the Board of District No. 2 in each year while any of the Bonds are Outstanding. No provisions of any constitution, statute, resolution or other order or measure enacted after the execution of this Agreement shall in any manner be construed as limiting or impairing the obligation of District No. 2 to levy ad valorem property taxes, or as limiting or impairing the obligation of District No. 2 to levy, administer, enforce and collect the ad valorem property taxes as provided herein for the payment of the obligations hereunder. Section 2.07. Limited Defenses; Specific Performance. It is understood and agreed by District No. 2 that its obligations hereunder are absolute, irrevocable, and unconditional except as specifically stated herein, and so long as any Bonds are Outstanding, District No. 2 agrees that notwithstanding any fact, circumstance, dispute, or any other matter, it will not assert any rights of setoff, counterclaim, estoppel, or other defenses to its obligations hereunder, or take or fail to take any action which would delay a payment to the Issuing District or the Issuing District's ability to receive payments due hereunder. Notwithstanding that this Agreement specifically prohibits and limits defenses and claims of District No. 2, in the event that District No. 2 believes that it has valid defenses, setoffs, counterclaims, or other claims other than specifically permitted by this Agreement, it shall, nevertheless, make all payments as described herein and then may attempt or seek to recover such payments by actions at law or in equity for damages or specific performance,respectively. Section 2.08. No Future Exclusion of Property. The parties agree that this Agreement constitutes "indebtedness" as contemplated by Section 32-1-503, C.R.S. Any property excluded from District No. 2 after the date hereof is to remain liable for the imposition of the Mandatory Capital Levy and payment of the proceeds thereof in accordance with the provisions hereof, to the same extent as such property otherwise remains liable for the debt of the District, as provided in Section 32-1-503, C.R.S., for so long as any Bonds remain Outstanding. In the event that any ' order providing for the exclusion of property from District No. 2 does not so provide and specifically indicate the liability of such excluded property for the obligations set forth herein, the Issuing District and District No. 2 hereby agree to take all actions reasonably necessary to cause the property owners of such proposed excluded property to covenant to assume all responsibilities under this Agreement, which covenants shall run with the land and shall be in a form satisfactory to the Issuing District. Notwithstanding anything in this Section 2.08 to the contrary, a District may exclude property from its boundaries if, simultaneously with such exclusion, another District concurrently includes the very same property within its boundaries. For clarification of the foregoing, the term "District" shall mean any one or more of the following: the Issuing District; District No. 2; District No. 4 and District No. 5. Section 2.09. No Future Debt of the Issuing District. The obligations of District No. 2 hereunder shall be and remain in effect so long as any Bonds are Outstanding. In no event shall District No. 2 be obligated hereunder with respect to any other indebtedness of the Issuing 7 4816-6759-8863.4 District and at such time as the Bonds are fully defeased and cancelled in accordance with the Indenture, this Agreement shall terminate. Section 2.10. Annual Audit. At least once a year District No. 2 will cause an audit to be performed of the records relating to its revenues and expenditures, and District No. 2 shall use its best efforts to have such audit report completed no later than 180 days after the end of each fiscal year. The foregoing covenant shall apply notwithstanding any state law audit exemptions that may exist or any different time requirements for the completion of such audit under state law. In addition, at least once a year in the time and manner provided by law, District No. 2 will cause a budget to be prepared and adopted. Copies of the budget and the audit will be filed and recorded in the places, time, and manner provided by law. Section 2.11. Representations and Warranties of District No. 2. District No. 2 hereby makes the following representations and warranties: (a) District No. 2 is a quasi-municipal corporation and political subdivision duly organized and validly existing under the laws of the State of Colorado. (b) District No. 2 has all requisite corporate power and authority to execute, deliver, and to perform its obligations under this Agreement. District No. 2's execution, delivery, and performance of this Agreement have been duly authorized by all necessary action. (c) District No. 2 is not in violation of any of the applicable provisions of law or any order of any court having jurisdiction in the matter, which violation could reasonably be expected to materially adversely affect the ability of District No. 2 to perform its obligations hereunder. The execution, delivery and performance by District No. 2 of this Agreement (i) will not violate any provision of any applicable law or regulation or of any order, writ, judgment or decree of any court, arbitrator, or governmental authority, (ii) will not violate any provision of any document or agreement constituting, regulating, or otherwise affecting the operations or activities of District No. 2 in a manner that could reasonably be expected to result in a material adverse effect, and (iii) will not violate any provision of, constitute a default under, or result in the creation or imposition of any lien, mortgage, pledge, charge, security interest, or encumbrance of any kind on any of the revenues or other assets of District No. 2 pursuant to the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which District No. 2 is a party or which purports to be binding upon District No. 2 or upon any of its revenues or other assets which could reasonably be expected to result in a material adverse effect. (d) District No. 2 has obtained all consents and approvals of, and has made all registrations and declarations with any governmental authority or regulatory body required for the execution, delivery, and performance by District No. 2 of this Agreement. (e) There is no action, suit, inquiry, investigation, or proceeding to which District No. 2 is a party, at law or in equity, before or by any court, arbitrator, 8 4816-6759-8863.4 governmental or other board, body, or official which is pending or, to the best knowledge of District No. 2 threatened, in connection with any of the transactions contemplated by this Agreement nor, to the best knowledge of District No. 2 is there any basis therefor, wherein an unfavorable decision, ruling, or finding could reasonably be expected to have a material adverse effect on the validity or enforceability of, or the authority or ability of District No. 2 to perform its obligations under, this Agreement. (t) This Agreement constitutes the legal, valid, and binding obligation of District No. 2, enforceable against District No. 2 in accordance with its terms (except as such enforceability may be limited by bankruptcy, moratorium, or other similar laws affecting creditors' rights generally and provided that the application of equitable remedies is subject to the application of equitable principles). Section 2.12. Representations and Warranties of the Issuing District. The Issuing District hereby makes the following representations and warranties: (a) The Issuing District is a quasi-municipal corporation and political subdivision duly organized and validly existing under the laws of the State of Colorado. (b) The Issuing District has all requisite corporate power and authority to execute, deliver, and to perform its obligations under this Agreement. The District's execution, delivery, and performance of this Agreement have been duly authorized by all necessary action. (c) The Issuing District is not in violation of any of the applicable provisions of law or any order of any court having jurisdiction in the matter, which violation could reasonably be expected to materially adversely affect the ability of the Issuing District to perform its obligations hereunder. The execution, delivery and performance by the Issuing District of this Agreement (i) will not violate any provision of any applicable law or regulation or of any order, writ, judgment or decree of any court, arbitrator, or governmental authority, (ii) will not violate any provision of any document or agreement constituting, regulating, or otherwise affecting the operations or activities of the Issuing District in a manner that could reasonably be expected to result in a material adverse effect, and (iii) will not violate any provision of, constitute a default under, or result in the creation or imposition of any lien, mortgage, pledge, charge, security interest, or encumbrance of any kind on any of the revenues or other assets of the Issuing District pursuant to the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which the Issuing District is a party or which purports to be binding upon the Issuing District or upon any of its revenues or other assets which could reasonably be expected to result in a material adverse effect. (d) The Issuing District has obtained all consents and approvals of, and has made all registrations and declarations with any governmental authority or regulatory body required for the execution, delivery, and performance by the Issuing District of this Agreement. 9 4816-6759-8863 4 (e) There is no action, suit, inquiry, investigation, or proceeding to which the Issuing District is a party, at law or in equity, before or by any court, arbitrator, governmental or other board, body, or official which is pending or, to the best knowledge of the Issuing District threatened, in connection with any of the transactions contemplated by this Agreement nor, to the best knowledge of the Issuing District is there any basis therefor, wherein an unfavorable decision, ruling, or finding could reasonably be expected to have a material adverse effect on the validity or enforceability of, or the authority or ability of the Issuing District to perform its obligations under, this Agreement. (0 This Agreement constitutes the legal, valid, and binding obligation of the Issuing District, enforceable against the Issuing District in accordance with its terms (except as such enforceability may be limited by bankruptcy, moratorium, or other similar laws affecting creditors' rights generally and provided that the application of equitable remedies is subject to the application of equitable principles). Section 2.13. Other Covenants of District No. 2. (a) District No. 2 will maintain its existence and shall not merge or otherwise alter its corporate structure in any manner or to any extent as might reduce the security provided for the payment of the Bonds, and will continue to operate and manage District No. 2 and its facilities in an efficient and economical manner in accordance with all applicable laws, rules, and regulations. (b) District No. 2 will carry general liability coverage, worker's compensation, public liability, and such other forms of insurance on insurable District property upon the terms and conditions, and issued by recognized insurance companies, as in the judgment of District No. 2, would ordinarily be carried by entities having similar properties of equal value, such insurance being in such amounts as will protect District No. 2 and its operations. (c) Each District No. 2 official or other person having custody of any District No. 2 funds or responsible for the handling of such funds, shall be bonded or insured against theft or defalcation at all times. (d) In the event any ad valorem taxes are not paid when due, District No. 2 shall diligently cooperate with the appropriate county treasurer to enforce the lien of such unpaid taxes against the property for which the taxes are owed. (e) At such time, if at all, that District No. 2 imposes Pledged Capital Fees, District No. 2 will enforce the collection of all Pledged Capital Fees in such time and manner as District No. 2 reasonably determines will be most efficacious in collecting the same, including without limitation the bringing of an action to foreclose any statutory or contractual lien which may exist in connection therewith. If so imposed, District No. 2 will not (i) reduce the amount of any Pledged Capital Fees, or (iii) amend or supplement the resolution imposing such fees in any way which would materially adversely affect the amount of Pledged Capital Fees to be collected. Nothing herein shall prevent District No. 10 4X16-6759-8863 4 2 from increasing the amount of the Pledged Capital Fees, provided that all such increased amounts shall constitute Capital Revenue hereunder. ARTICLE III EVENTS OF DEFAULT AND REMEDIES Section 3.01. Events of Default. The occurrence or existence of any one or more of the following events shall be an "Event of Default" hereunder, and there shall be no default or Event of Default hereunder except as provided in this Section: (a) District No. 2 fails or refuses to impose the Mandatory Capital Levy or to remit the Property Tax Revenues, Specific Ownership Tax Revenues and/or Pledged Capital Fees, as required by the terms of this Agreement; (b) any representation or warranty made by any party in this Agreement proves to have been untrue or incomplete in any material respect when made and which untruth or incompletion would have a material adverse effect upon any other party; (c) any party fails in the performance of any other of its covenants in this Agreement, and such failure continues for sixty (60) days after written notice specifying such default and requiring the same to be remedied is given to any of the parties hereto; or (d) (i) any party shall commence any case, proceeding, or other action (A) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order for relief entered with respect to it or seeking to adjudicate it insolvent or a bankrupt or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or(B) seeking appointment of a receiver, trustee, custodian, or other similar official for itself or for any substantial part of its property, or any party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any party any case, proceeding, or other action of a nature referred to in clause (i) and the same shall remain not dismissed within ninety (90) days following the date of filing; or (iii) there shall be commenced against any party any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, distraint, or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed, or bonded pending appeal within ninety (90) days from the entry thereof, or(iv) any party shall take action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or(v) any party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due. 11 4816-6759-8863 4 Section 3.02. Remedies for Events of Default. Upon the occurrence and continuance of an Event of Default, any party may proceed to protect and enforce its rights against the party or parties causing the Event of Default by mandamus or such other suit, action, but solely for the purpose of seeking specific performance. ARTICLE IV MISCELLANEOUS Section 4.01. Pledge of Capital Revenue. The creation, perfection, enforcement, and priority of the pledge of Capital Revenues to secure payment of the Bonds shall be governed by Section 11-57-208 of the Supplemental Act and this Agreement. The Property Tax Revenues, Specific Ownership Tax Revenues, and Pledged Capital Fees shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against District No. 2 or the Issuing District irrespective of whether such persons have notice of such liens. Section 4.02. No Recourse against Officers and Agents. Pursuant to Section 11-57-209 of the Supplemental Act, if a member of the Board of Directors of District No. 2, or any officer or agent of District No. 2 acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the Capital Revenue by District No. 2 hereunder. Such recourse shall not be available either directly or indirectly through District No. 2, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or othenvise. By the acceptance of this Agreement and as a part of the consideration hereof, the Issuing District specifically waives any such recourse. Section 4.03. Conclusive Recital. Pursuant to Section 11-57-210 of the Supplemental Act, this Section 4.03 shall constitute a recital that this Agreement is executed and delivered pursuant to certain provisions of the Supplemental Act, and such recital is conclusive evidence of the validity and the regularity of this Agreement after its delivery for value. Section 4.04. Limitation of Actions. Pursuant to Section 11-57-212, C.R.S., no legal or equitable action brought with respect to any legislative acts or proceedings in connection with the authorization, execution, or delivery of this Agreement shall be commenced more than thirty days after the authorization of this Agreement. Section 4.05. Notices. Except as otherwise provided herein, all notices or payments required to be given under this Agreement shall be in writing and shall be hand delivered or sent by certified mail, return receipt requested, or air freight, to the following addresses: If to District No. 2: Pioneer Metropolitan District No. 2 450 East 17`h Avenue, Suite 400 Denver, Colorado 80203 If to Issuing District: Pioneer Metropolitan District No. 3 450 East 17th Avenue, Suite 400 12 4816-6759-8863 4 Denver, Colorado 80203 All notices or documents delivered or required to be delivered under the provisions of this Agreement shall be deemed received one (1) day after hand delivery or three (3) days after mailing. Either party by written notice so provided may change the address to which future notices shall be sent. Section 4.06. Miscellaneous. (a) This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. (b) If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions hereof, then such stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible. (c) The Trustee shall be a third party beneficiary of this Agreement. Other than the Trustee, it is intended that there be no third party beneficiaries of this Agreement. (d) This Agreement may not be assigned or transferred by any party without the prior written consent of each of the other parties. (e) This Pledge Agreement shall be governed by and construed under the applicable laws of the State of Colorado. (f) Venue for any and all claims brought by either Party to enforce any provision of this Agreement shall be the [District Court in and for the County of Weld, State of Colorado]. (g) This Pledge Agreement may be amended or supplemented by the parties, but any such amendment or supplement must be in writing and must be executed by all parties. (h) If the date for making any payment or performing any action hereunder shall be a legal holiday or a day on which banks in Denver, Colorado are authorized or required by law to remain closed, such payment may be made or act performed on the next succeeding day which is not a legal holiday or a day on which banks in Denver, Colorado are authorized or required by law to remain closed. 13 4816-6759-8863.4 (i) Each party has participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Q) This Pledge Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Signatures appear on following page.] 14 4816-6759-8863.4 IN WITNESS WHEREOF, the Issuing District and District No. 2 have executed this Agreement as of the day and year first above written. ,.•••.-. PIONEER METROPOLITAN QSROPOLfl DISTRICT NO.3 • • By: o •• . .OG QP:Co , 'VT? coy°•• ,, Joel H. rkas, President ATTES^ H oni L. Serra, Secre ary PIONEER METROPOLITAN PIONFF, DISTRIC 0. 2 O e; •r, (VC- By: , p90 2 ° ..cP Joel H.\ arkas, President ATTEST: J I oni L. Serra, Se etary [Signature page to Capital Pledge Agreement(District No. 2)] 4816-6759-8863. CAPITAL PLEDGE AGREEMENT (DISTRICT NO.4) This CAPITAL PLEDGE AGREEMENT (DISTRICT NO. 4) (this "Agreement" or "Pledge Agreement"), is entered into as of April 18, 2012 by and between PIONEER METROPOLITAN DISTRICT NO. 3, Weld County, Colorado (the "Issuing District"), a quasi-municipal corporation and political subdivision of the State of Colorado and PIONEER METROPOLITAN DISTRICT NO. 4, Weld County, Colorado ("District No. 4") a quasi-municipal corporation and political subdivision of the State of Colorado. All capitalized terms used herein and not otherwise defined shall have the meanings assigned them in Article I hereof RECITALS WHEREAS, the Issuing District and District No. 4 (together with District No. 2 and District No. 5, each a "District," and collectively, the "Districts") are special districts organized pursuant to Section 32-1-101, C.R.S. et seq. and operate in accordance with their respective service plans (collectively, the "Service Plans" and each, a "Service Plan") approved by the Board of County Commissioners of Weld County on February 6, 2006; and WHEREAS, the Districts were organized as part of a common plan to provide public infrastructure improvements within and without the boundaries of a planned future development; and WHEREAS, pursuant to the Colorado Constitution Article XIV, Section 18(2)(a), and Section 29-1-203, C.R.S., the Districts may cooperate or contract with each other to provide any function, service or facility lawfully authorized to each, and any such contract may provide for the sharing of costs, the imposition and collection of taxes, and the incurring of debt; and WHEREAS, the Service Plans contemplate that the Districts enter into a Facilities Funding Construction and Operations Agreement (the "FFCO") in order to establish the rights and obligations of the respective Districts to provide for the financing, construction, operation and maintenance of certain public infrastructure; and WHEREAS, pursuant to the FFCO, the Issuing District is generally responsible for coordinating the financing, construction, ownership, operation and maintenance of public improvements, while District Nos. 2, 4 and 5, serving as the "financing districts," are generally responsible for producing property tax and other revenue sufficient to pay the debt service on bonds and the costs of operations and maintenance expenses incurred for the purpose of providing such improvements and services; and WHEREAS, the Boards of Directors of all of the Districts (collectively, the "Board") previously determined that the interests of the Districts and the public interest demand the design, acquisition, construction and installation of certain public infrastructure and the reimbursement of certain capital costs, organizational expenses and operating expenditures (the "Project"); and 3 WHEREAS, pursuant to Section 32-1-1101(1), C.R.S., the Districts are authorized to incur indebtedness for the foregoing purposes to carry out the purposes of the Districts; and WHEREAS, as contemplated by the FFCO and for purposes of financing the Project, the Issuing District is issuing its Limited Tax General Obligations Bonds, Taxable Series 2012, in the original aggregate principal amount of$4,150,000(the"Bonds"); and WHEREAS, in furtherance of carrying out their respective purposes under the FFCO, District Nos. 2, 4 and 5 are to levy taxes and otherwise produce revenue for the purpose of paying the debt service on the Bonds; and WHEREAS, in addition to this Agreement, each of District Nos. 2 and 5 are entering into separate capital pledge agreements with the Issuing District; and WHEREAS, at a special election of the qualified electors of the Districts, duly called and held on May 4, 2010 (the "Elections"), in accordance with law and pursuant to due notice, a majority of those qualified to vote and voting at the Elections voted in favor of, inter alia, the issuance of general obligation indebtedness by the Districts and the imposition of taxes for the payment thereof, for the purpose of providing certain improvements and facilities; and WHEREAS, pursuant to resolutions adopted by each of the Districts, the Board has allocated voted authorization of each District to the indebtedness of each District incurred by virtue of the issuance of the Bonds (with respect to the Issuing District), entering into this Agreement (with respect to District No. 4), and entering into the other capital pledge agreements (with respect to District Nos. 2 and 5); and WHEREAS, in order to carry out the intent and objectives of the Elections, the Service Plans, and the FFCO, the Issuing District and District No. 4 desire to enter into this Agreement for the purpose of providing ad valorem property tax revenue (and other revenue) derived from the taxable property of District No. 4 in order to pay, in combination with revenue derived by the other Districts, the debt service on the Bonds; and WHEREAS, all amendments to this Agreement made pursuant hereto and not in conflict with the ballot questions approved at the Elections, the Service Plans, the Authorizing Resolutions, and the Indenture, shall be deemed part of this Agreement and fully authorized by the foregoing. COVENANTS NOW, THEREFORE, for and in consideration of the promises and the mutual covenants and stipulations herein, the parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01. Interpretation. In this Agreement, unless the context expressly indicates otherwise, the words defined below shall have the meanings set forth below: 2 4828-6749-8255.3 (a) The terms "herein," "hereunder," "hereby," "hereto," "hereof' and any similar terms, refer to this Agreement as a whole and not to any particular article, section, or subdivision hereof; the term "heretofore" means before the date of execution of the Agreement;and the term "hereafter"means after the date of execution of this Agreement. (b) All definitions, terms, and words shall include both the singular and the plural, and all capitalized words or terms shall have the definitions set forth in Section 1.02 hereof. (c) Words of the masculine gender include correlative words of the feminine and neuter genders, and words importing the singular number include the plural number and vice versa. (d) The captions or headings of this Agreement are for convenience only, and in no way define, limit, or describe the scope or intent of any provision, article, or section of this Agreement. (e) All schedules, exhibits, and addenda referred to herein are incorporated herein by this reference. Section 1.02. Definitions. As used herein, unless the context expressly indicates otherwise, the words defined below and capitalized throughout the text of this Agreement shall have the respective meanings set forth below. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned them in the Indenture. "Agreement" or "District No. 4 Capital Pledge Agreement" means this Agreement, as the same may be modified or supplemented from time to time in accordance with the provisions hereof. "Authorizing Resolution" or "Authorizing Resolutions" means, as the context requires, the resolution or resolutions of the Districts adopted on April 12, 2012 authorizing, with respect to the Issuing District, the issuance of the Bonds and the execution and delivery of the Financing Documents; with respect to District No. 4, the execution and delivery of this Agreement; with respect to District No. 2, the District No. 2 Capital Pledge Agreement; and with respect to District No. 5, the District No. 5 Capital Pledge Agreement. "Board" or "Boards" shall mean the lawfully organized Boards of Directors of the Districts. "Board of County Commissioners" shall mean the Board of County Commissioners for Weld County, Colorado. "Bonds" means the Limited Tax General Obligation Bonds, Taxable Series 2012, in the aggregate principal amount of$4,150,000, dated as of the date of issuance, and issued by the Issuing District pursuant to the Indenture and the Issuing District's Authorizing Resolution. 3 4828-6749-8255-3 "Capital Fees" means all fees, rates, tolls, penalties, and charges of a capital nature (excluding periodic, recurring service charges) imposed by District No. 4 or any "enterprise" of District No. 4, as defined under Article X, Section 20 of the Colorado Constitution, created for services, programs, or facilities furnished by District No. 4; and including the revenue derived from any action to enforce the collection of Capital Fees, and the revenue derived from the sale or other disposition of property acquired by District No. 4 from any action to enforce the collection of Capital Fees. "Capital Pledge Agreements.' means, collectively, District No. 4 Capital Pledge Agreement; the District No. 2 Capital Pledge Agreement; and the District No. 5 Capital Pledge Agreement. "Capital Revenue"means, collectively, Property Tax Revenues; Specific Ownership Tax Revenues; and Pledged Capital Fees. "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement dated as of April 18, 2012 by and among the Issuing District, District No. 4, District No. 2, District No. 5 and CliftonLarsonAllen LLP entered into for the benefit of the owners of the Bonds. "C.R.S." means the Colorado Revised Statutes, as amended and supplemented as of the date hereof. "District No. 4"means Pioneer Metropolitan District No. 4,Weld County, Colorado. "District No. ?"means Pioneer Metropolitan District No. 2, Weld County, Colorado. "District No. 2 Capital Pledge Agreement" means the Capital Pledge Agreement dated as of April 18, 2012 between the District and District No. 2. "District No. 5"means Pioneer Metropolitan District No. 5, Weld County, Colorado. "District No. 5 Capital Pledge Agreement" means the Capital Pledge Agreement dated as of April 18, 2012 between the District and District No. 5. "Issuing District" means Pioneer Metropolitan District No. 3, Weld County, Colorado, and its successors and assigns. "Indenture" means the Indenture of Trust dated as of April 1, 2012 between the Issuing District and the Trustee, as the same may from time to time be modified or supplemented in accordance with the provisions thereof. "Pledged Capital Fees" means all Capital Fees except Capital Fees allocated by resolution of the Issuing District for the payment of public infrastructure constructed, acquired or installed for the benefit of the Issuing District, District No. 4, District No. 2 and/or District No. 5, provided that payment of such public infrastructure from Capital Fees be made within the fiscal year in which such Capital Fees are received by the District imposing such Capital Fees. "Outstanding" shall have the meaning assigned in the Indenture. 4 4828-6749-8255.3 "Property Tax Revenues" means all moneys derived from imposition of the Mandatory Capital Levy by the District, but excluding Specific Ownership Tax Revenues. "Mandatory Capital Levy"means an ad valorem mill levy(a mill being equal to 1/10 of 1 cent) imposed upon all taxable property of District No. 4 each year in the amount of 50 mills, provided, however, that notwithstanding anything herein to the contrary, in no event may the Mandatory Capital Levy be established at a mill levy which would cause District No. 4 to derive tax revenue in any year in excess of the maximum tax increases permitted by District No. 4's electoral authorization, and if the Mandatory Capital Levy of 50 mills would cause the amount of taxes collected in any year to exceed the maximum tax increase permitted by District No. 4's electoral authorization, the Mandatory Capital Levy shall be reduced to the point that such maximum tax increase is not exceeded. "Service Plan"or "Service Plans" is defined in the recitals hereof. "Specific Ownership Tax Revenues" shall mean the specific ownership taxes remitted to District No. 4 pursuant to Section 42-3-107, C.R.S., or any successor statute, as a result of its imposition of the Mandatory Capital Levy. "Supplemental Act" means the "Supplemental Public Securities Act," being Title 11, Article 57, Part 2, Colorado Revised Statutes,as amended. "Trustee"means UMB Bank, n.a., Denver, Colorado, as trustee under the Indenture. ARTICLE II PAYMENT OBLIGATION Section 2.01. No Additional Electoral Approval Required. The authorization for issuance of debt, fiscal year spending, revenue collections and other constitutional matters requiring voter approval for purposes of this Agreement, was approved at the Elections in accordance with law and pursuant to due notice. The performance of the terms of this Agreement requires no further electoral approval. Section 2.02. Limited Tax General Obligation. The obligations of District No. 4 under this Agreement constitute limited tax general obligations of District No. 4. Section 2.03. Electoral Limitations. In no event shall the total or annual obligations of District No. 4 hereunder exceed the maximum amounts permitted under its electoral authority and any other applicable law. Section 2.04. Imposition of Mandatory Capital Levy. For so long as any of the Bonds are Outstanding, District No. 4 covenants as follows: (a) For the purpose of honoring its obligations hereunder with respect to the Bonds. District No. 4 covenants to cause to be levied on all of the taxable property of 5 4828-6749-8255.3 District No. 4, in addition to all other taxes, direct annual taxes in each of the years 2012 to 2036, inclusive (and, to the extent necessary to make up any overdue payments on the Bonds, in each year subsequent to 2036) in the amount of the Mandatory Capital Levy. Nothing herein shall be construed to require District No. 4 to levy an ad valorem property tax in excess of the Mandatory Capital Levy. (b) The foregoing provisions of this Agreement are hereby declared to be the certificate of the Board of District No. 4 to the Board of County Commissioners of Weld County, showing the aggregate amount of taxes to be levied from time to time, as required by law, for the purpose of honoring its obligations hereunder with respect to the Bonds. (c) The amounts derived from performance of District No. 4 of its obligations hereunder are hereby appropriated for the purpose of paying such amounts to the Issuing District, and such amounts as appropriate for each year shall also be included in the annual budget and the appropriation bills to be adopted and passed by the Board in each year, respectively, until the Bonds have been fully paid, satisfied, and discharged. (d) It shall be the duty of the Board, annually, at the time and in the manner provided by law for levying other District No. 4 taxes, to ratify and carry out the provisions hereof with reference to the levying and collection of taxes; and the Board shall levy, certify, and collect said taxes in the manner provided by law for the purposes aforesaid. (e) Said taxes shall be levied, assessed, collected, and enforced at the time and in the form and manner and with like interest and penalties as other general taxes in the State of Colorado, and when collected said taxes shall be paid to District No. 4 as provided by law, and District No. 4 shall pay such amounts to the Issuing District as provided herein. (f) The Board shall take all necessary and proper steps to enforce promptly the payment of taxes levied pursuant to this Agreement. Section 2.05. Payment and Application of Revenues. (a) District No. 4 hereby agrees to remit to the Issuing District, as soon as practicable upon the receipt thereof, all revenues comprising (i) Property Tax Revenues; (ii) Specific Ownership Tax Revenues; and (iii) Pledged Capital Fees. (b) All amounts payable by District No. 4 hereunder shall be paid in lawful money of the United States of America by check mailed or delivered, or by wire transfer, to the Issuing District. Alternatively, the Issuing District may direct District No. 4 in writing to pay such amounts directly to the Trustee and, if so directed, amounts paid by District No. 4 to the Trustee shall be deemed, for purposes of this Agreement, to be paid to the Issuing District. 6 4828-67498255.3 (c) The Issuing District hereby agrees that it shall promptly transfer, or cause the transfer of, all Capital Revenue received by it under this Agreement to the Trustee for application as provided in the Indenture. Section 2.06. Appropriation; No Impairment of Obligations. The sums herein required to pay the amounts due hereunder are hereby appropriated for that purpose, and said amounts for each year shall be included in the annual budget and the appropriation resolution or measures to be adopted or passed by the Board of District No. 4 in each year while any of the Bonds are Outstanding. No provisions of any constitution, statute, resolution or other order or measure enacted after the execution of this Agreement shall in any manner be construed as limiting or impairing the obligation of District No. 4 to levy ad valorem property taxes, or as limiting or impairing the obligation of District No. 4 to levy, administer, enforce and collect the ad valorem property taxes as provided herein for the payment of the obligations hereunder. Section 2.07. Limited Defenses; Specific Performance. It is understood and agreed by District No. 4 that its obligations hereunder are absolute, irrevocable, and unconditional except as specifically stated herein, and so long as any Bonds are Outstanding, District No. 4 agrees that notwithstanding any fact, circumstance, dispute, or any other matter, it will not assert any rights of setoff, counterclaim, estoppel, or other defenses to its obligations hereunder, or take or fail to take any action which would delay a payment to the Issuing District or the Issuing District's ability to receive payments due hereunder. Notwithstanding that this Agreement specifically prohibits and limits defenses and claims of District No. 4, in the event that District No. 4 believes that it has valid defenses, setoffs, counterclaims, or other claims other than specifically permitted by this Agreement, it shall, nevertheless, make all payments as described herein and then may attempt or seek to recover such payments by actions at law or in equity for damages or specific performance, respectively. Section 2.08. No Future Exclusion of Property. The parties agree that this Agreement constitutes "indebtedness" as contemplated by Section 32-1-503, C.R.S. Any property excluded from District No. 4 after the date hereof is to remain liable for the imposition of the Mandatory Capital Levy and payment of the proceeds thereof in accordance with the provisions hereof, to the same extent as such property otherwise remains liable for the debt of the District, as provided in Section 32-1-503, C.R.S., for so long as any Bonds remain Outstanding. In the event that any order providing for the exclusion of property from District No. 4 does not so provide and specifically indicate the liability of such excluded property for the obligations set forth herein, the Issuing District and District No. 4 hereby agree to take all actions reasonably necessary to cause the property owners of such proposed excluded property to covenant to assume all responsibilities under this Agreement, which covenants shall run with the land and shall be in a form satisfactory to the Issuing District. Notwithstanding anything in this Section 2.08 to the contrary, a District may exclude property from its boundaries it, simultaneously with such exclusion, another District concurrently includes the very same property within its boundaries. For clarification of the foregoing, the term "District" shall mean any one or more of the following: the Issuing District; District No. 2; District No. 4 and District No. 5. Section 2.09. No Future Debt of the Issuing District. The obligations of District No. 4 hereunder shall be and remain in effect so long as any Bonds are Outstanding. In no event shall District No. 4 be obligated hereunder with respect to any other indebtedness of the Issuing 7 3828-6739-8255.3 District and at such time as the Bonds are fully defeased and cancelled in accordance with the Indenture, this Agreement shall terminate. Section 2.10. Annual Audit. At least once a year District No. 4 will cause an audit to be performed of the records relating to its revenues and expenditures, and District No. 4 shall use its best efforts to have such audit report completed no later than 180 days after the end of each fiscal year. The foregoing covenant shall apply notwithstanding any state law audit exemptions that may exist or any different time requirements for the completion of such audit under state law. In addition,at least once a year in the time and manner provided by law, District No. 4 will cause a budget to be prepared and adopted. Copies of the budget and the audit will be filed and recorded in the places, time, and manner provided by law. Section 2.11. Representations and Warranties of District No. 4. District No. 4 hereby makes the following representations and warranties: (a) District No. 4 is a quasi-municipal corporation and political subdivision duly organized and validly existing under the laws of the State of Colorado. (b) District No. 4 has all requisite corporate power and authority to execute, deliver, and to perform its obligations under this Agreement. District No. 4's execution, delivery, and performance of this Agreement have been duly authorized by all necessary action. (c) District No. 4 is not in violation of any of the applicable provisions of law or any order of any court having jurisdiction in the matter, which violation could reasonably be expected to materially adversely affect the ability of District No. 4 to perform its obligations hereunder. The execution, delivery and performance by District No. 4 of this Agreement (i) will not violate any provision of any applicable law or regulation or of any order, writ, judgment or decree of any court, arbitrator, or governmental authority, (ii) will not violate any provision of any document or agreement constituting, regulating, or otherwise affecting the operations or activities of District No. 4 in a manner that could reasonably be expected to result in a material adverse effect, and (iii) will not violate any provision of, constitute a default under, or result in the creation or imposition of any lien, mortgage, pledge, charge, security interest, or encumbrance of any kind on any of the revenues or other assets of District No. 4 pursuant to the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which District No. 4 is a party or which purports to be binding upon District No. 4 or upon any of its revenues or other assets which could reasonably be expected to result in a material adverse effect. (d) District No. 4 has obtained all consents and approvals of, and has made all registrations and declarations with any governmental authority or regulatory body required for the execution, delivery, and performance by District No. 4 of this Agreement. (e) There is no action, suit, inquiry, investigation, or proceeding to which District No. 4 is a party, at law or in equity, before or by any court, arbitrator, 8 4828-6749-8255.3 governmental or other board, body, or official which is pending or, to the best knowledge of District No. 4 threatened, in connection with any of the transactions contemplated by this Agreement nor, to the best knowledge of District No. 4 is there any basis therefor, wherein an unfavorable decision, ruling, or finding could reasonably be expected to have a material adverse effect on the validity or enforceability of, or the authority or ability of District No. 4 to perform its obligations under, this Agreement. (1) This Agreement constitutes the legal, valid, and binding obligation of District No. 4, enforceable against District No. 4 in accordance with its terms (except as such enforceability may be limited by bankruptcy, moratorium, or other similar laws affecting creditors' rights generally and provided that the application of equitable remedies is subject to the application of equitable principles). Section 2.12. Representations and Warranties of the Issuing District. The Issuing District hereby makes the following representations and warranties: (a) The Issuing District is a quasi-municipal corporation and political subdivision duly organized and validly existing under the laws of the State of Colorado. (b) The Issuing District has all requisite corporate power and authority to execute, deliver, and to perform its obligations under this Agreement. The District's execution, delivery, and performance of this Agreement have been duly authorized by all necessary action. (c) The Issuing District is not in violation of any of the applicable provisions of law or any order of any court having jurisdiction in the matter, which violation could reasonably be expected to materially adversely affect the ability of the Issuing District to perform its obligations hereunder. The execution, delivery and performance by the Issuing District of this Agreement (i) will not violate any provision of any applicable law or regulation or of any order, writ, judgment or decree of any court, arbitrator, or governmental authority, (ii)will not violate any provision of any document or agreement constituting, regulating, or otherwise affecting the operations or activities of the Issuing District in a manner that could reasonably be expected to result in a material adverse effect, and (iii) will not violate any provision of, constitute a default under, or result in the creation or imposition of any lien, mortgage, pledge, charge, security interest, or encumbrance of any kind on any of the revenues or other assets of the Issuing District pursuant to the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which the Issuing District is a party or which purports to be binding upon the Issuing District or upon any of its revenues or other assets which could reasonably be expected to result in a material adverse effect. (d) The Issuing District has obtained all consents and approvals of, and has made all registrations and declarations with any governmental authority or regulatory body required for the execution, delivery, and performance by the Issuing District of this Agreement. 9 4828-6749-8255 3 (e) There is no action, suit, inquiry, investigation, or proceeding to which the Issuing District is a party, at law or in equity, before or by any court, arbitrator, governmental or other board, body, or official which is pending or, to the best knowledge of the Issuing District threatened, in connection with any of the transactions contemplated by this Agreement nor, to the best knowledge of the Issuing District is there any basis therefor, wherein an unfavorable decision, ruling, or finding could reasonably be expected to have a material adverse effect on the validity or enforceability of, or the authority or ability of the Issuing District to perform its obligations under, this Agreement. (0 This Agreement constitutes the legal, valid, and binding obligation of the Issuing District, enforceable against the Issuing District in accordance with its terms (except as such enforceability may be limited by bankruptcy, moratorium, or other similar laws affecting creditors' rights generally and provided that the application of equitable remedies is subject to the application of equitable principles). Section 2.13. Other Covenants of District No. 4. (a) District No. 4 will maintain its existence and shall not merge or otherwise alter its corporate structure in any manner or to any extent as might reduce the security provided for the payment of the Bonds, and will continue to operate and manage District No. 4 and its facilities in an efficient and economical manner in accordance with all applicable laws, rules, and regulations. (b) District No. 4 will carry general liability coverage, worker's compensation, public liability, and such other forms of insurance on insurable District property upon the terms and conditions, and issued by recognized insurance companies, as in the judgment of District No. 4, would ordinarily be carried by entities having similar properties of equal value, such insurance being in such amounts as will protect District No. 4 and its operations. (c) Each District No. 4 official or other person having custody of any District No. 4 funds or responsible for the handling of such funds, shall be bonded or insured against theft or defalcation at all times. (d) In the event any ad valorem taxes are not paid when due, District No. 4 shall diligently cooperate with the appropriate county treasurer to enforce the lien of such unpaid taxes against the property for which the taxes are owed. (e) At such time, if at all, that District No. 4 imposes Pledged Capital Fees, District No. 4 will enforce the collection of all Pledged Capital Fees in such time and manner as District No. 4 reasonably determines will be most efficacious in collecting the same, including without limitation the bringing of an action to foreclose any statutory or contractual lien which may exist in connection therewith. If so imposed, District No. 4 will not (i) reduce the amount of any Pledged Capital Fees, or (iii) amend or supplement the resolution imposing such fees in any way which would materially adversely affect the amount of Pledged Capital Fees to be collected. Nothing herein shall prevent District No. 10 4828-6749-8255.3 4 from increasing the amount of the Pledged Capital Fees, provided that all such increased amounts shall constitute Capital Revenue hereunder. ARTICLE HI EVENTS OF DEFAULT AND REMEDIES Section 3.01. Events of Default. The occurrence or existence of any one or more of the following events shall be an"Event of Default" hereunder, and there shall be no default or Event of Default hereunder except as provided in this Section: (a) District No. 4 fails or refuses to impose the Mandatory Capital Levy or to remit the Property Tax Revenues, Specific Ownership Tax Revenues and/or Pledged Capital Fees, as required by the terms of this Agreement; (b) any representation or warranty made by any party in this Agreement proves to have been untrue or incomplete in any material respect when made and which untruth or incompletion would have a material adverse effect upon any other party; (c) any party fails in the performance of any other of its covenants in this Agreement, and such failure continues for sixty (60) days after written notice specifying such default and requiring the same to be remedied is given to any of the parties hereto; or (d) (i) any party shall commence any case, proceeding, or other action (A) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order for relief entered with respect to it or seeking to adjudicate it insolvent or a bankrupt or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, or other similar official for itself or for any substantial part of its property, or any party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any party any case, proceeding, or other action of a nature referred to in clause (i) and the same shall remain not dismissed within ninety (90) days following the date of filing; or(iii) there shall be commenced against any party any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, distraint, or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed, or bonded pending appeal within ninety (90) days from the entry thereof, or(iv) any party shall take action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or(v) any party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due. 11 4828-6749-8255.3 Section 3.02. Remedies for Events of Default. Upon the occurrence and continuance of an Event of Default, any party may proceed to protect and enforce its rights against the party or parties causing the Event of Default by mandamus or such other suit, action, but solely for the purpose of seeking specific performance. ARTICLE IV MISCELLANEOUS Section 4.01. Pledge of Capital Revenue. The creation, perfection, enforcement, and priority of the pledge of Capital Revenues to secure payment of the Bonds shall be governed by Section 11-57-208 of the Supplemental Act and this Agreement. The Property Tax Revenues, Specific Ownership Tax Revenues, and Pledged Capital Fees shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against District No. 4 or the Issuing District irrespective of whether such persons have notice of such liens. Section 4.02. No Recourse against Officers and Agents. Pursuant to Section 11-57-209 of the Supplemental Act, if a memb?r of the Board of Directors of District No. 4, or any officer or agent of District No. 4 acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the Capital Revenue by District No. 4 hereunder. Such recourse shall not be available either directly or indirectly through District No. 4, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of this Agreement and as a part of the consideration hereof, the Issuing District specifically waives any such recourse. Section 4.03. Conclusive Recital. Pursuant to Section 11-57-210 of the Supplemental Act, this Section 4.03 shall constitute a recital that this Agreement is executed and delivered pursuant to certain provisions of the Supplemental Act, and such recital is conclusive evidence of the validity and the regularity of this Agreement after its delivery for value. Section 4.04. Limitation of Actions. Pursuant to Section 11-57-212, C.R.S., no legal or equitable action brought with respect to any legislative acts or proceedings in connection with the authorization, execution, or delivery of this Agreement shall be commenced more than thirty days after the authorization of this Agreement. Section 4.05. Notices. Except as otherwise provided herein, all notices or payments required to be given under this Agreement shall be in writing and shall be hand delivered or sent by certified mail, return receipt requested, or air freight, to the following addresses: If to District No. 4: Pioneer Metropolitan District No. 4 450 East 17th Avenue, Suite 400 Denver, Colorado 80203 If to Issuing District: Pioneer Metropolitan District No. 3 450 East 17th Avenue, Suite 400 12 4828-6749-8255 3 Denver, Colorado 80203 All notices or documents delivered or required to be delivered under the provisions of this Agreement shall be deemed received one (1) day after hand delivery or three (3) days after mailing. Either party by written notice so provided may change the address to which future notices shall be sent. Section 4.06. Miscellaneous. (a) This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. (b) If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions hereof, then such stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible. (c) The Trustee shall be a third party beneficiary of this Agreement. Other than the Trustee, it is intended that there be no third party beneficiaries of this Agreement. (d) This Agreement may not be assigned or transferred by any party without the prior written consent of each of the other parties. (e) This Pledge Agreement shall be governed by and construed under the applicable laws of the State of Colorado. (0 Venue for any and all claims brought by either Party to enforce any provision of this Agreement shall be the District Court in and for the County of Weld, State of Colorado. (g) This Pledge Agreement may be amended or supplemented by the parties, but any such amendment or supplement must be in writing and must be executed by all parties. (h) If the date for making any payment or performing any action hereunder shall be a legal holiday or a day on which banks in Denver, Colorado are authorized or required by law to remain closed, such payment may be made or act performed on the next succeeding day which is not a legal holiday or a day on which banks in Denver, Colorado are authorized or required by law to remain closed. 13 4828-6749-8255} • (i) Each party has participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. 0) This Pledge Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Signatures appear on following page.] 14 4828-6749-8255.3 • IN WITNESS WHEREOF, the Issuing District and District No. 4 have executed this Agreement as of the day and year first above written. opourA,v°% PIONEER METROPOLITAN <<,,• •p DISTRICT NO. 3 $ w•: .z Oz. ofd �'_ _ / - moo;`- r • Cod .NTY cp� 7 P: By: `� �7/ Joel H. alkas, President ATT S . „4-, y , i L. Serra, Secreta cpoUTAN pill _. .• PIONEER METROPOLITAN • -• ,A = DISTRICT .4 w: o u,. O z-• c a o.z Q Joel H. F rkas, President ATTEST: 0k fl,r 1'O' AAcA "k ii L. Serra, Secre ary [Signature page to Capital Pledge Agreement(District No. 4)] 4828-6749-8255 CAPITAL PLEDGE AGREEMENT (DISTRICT NO. 5) This CAPITAL PLEDGE AGREEMENT (DISTRICT NO. 5) (this "Agreement" or "Pledge Agreement"), is entered into as of April 18, 2012 by and between PIONEER METROPOLITAN DISTRICT NO. 3, Weld County, Colorado (the "Issuing District"), a quasi-municipal corporation and political subdivision of the State of Colorado and PIONEER METROPOLITAN DISTRICT NO. 5, Weld County, Colorado ("District No. 5") a quasi-municipal corporation and political subdivision of the State of Colorado. All capitalized terms used herein and not otherwise defined shall have the meanings assigned them in Article I hereof. RECITALS WHEREAS, the Issuing District and District No. 5 (together with District No. 2 and District No. 4, each a "District," and collectively, the "Districts") are special districts organized pursuant to Section 32-1-101, C.R.S. et seq. and operate in accordance with their respective service plans (collectively, the "Service Plans" and each, a "Service Plan") approved by the Board of County Commissioners of Weld County on February 6, 2006; and WHEREAS, the Districts were organized as part of a common plan to provide public infrastructure improvements within and without the boundaries of a planned future development; and WHEREAS, pursuant to the Colorado Constitution Article XIV, Section 18(2)(a), and Section 29-1-203, C.R.S., the Districts may cooperate or contract with each other to provide any function, service or facility lawfully authorized to each, and any such contract may provide for the sharing of costs, the imposition and collection of taxes, and the incurring of debt; and WHEREAS, the Service Plans contemplate that the Districts enter into a Facilities Funding Construction and Operations Agreement (the "FFCO") in order to establish the rights and obligations of the respective Districts to provide for the financing, construction, operation and maintenance of certain public infrastructure; and WHEREAS, pursuant to the FFCO, the Issuing District is generally responsible for coordinating the financing, construction, ownership, operation and maintenance of public improvements, while District Nos. 2, 4 and 5, serving as the "financing districts," are generally responsible for producing property tax and other revenue sufficient to pay the debt service on bonds and the costs of operations and maintenance expenses incurred for the purpose of providing such improvements and services; and WHEREAS, the Boards of Directors of all of the Districts (collectively, the "Board") previously determined that the interests of the Districts and the public interest demand the design, acquisition, construction and installation of certain public infrastructure and the reimbursement of certain capital costs, organizational expenses and operating expenditures (the "Project"); and 33 WHEREAS, pursuant to Section 32-1-1101(1), C.R.S., the Districts are authorized to incur indebtedness for the foregoing purposes to carry out the purposes of the Districts; and WHEREAS, as contemplated by the FFCO and for purposes of financing the Project, the Issuing District is issuing its Limited Tax General Obligations Bonds, Taxable Series 2012, in the original aggregate principal amount of$4,150,000 (the"Bonds"); and WHEREAS, in furtherance of carrying out their respective purposes under the FFCO, District Nos. 2, 4 and 5 are to levy taxes and otherwise produce revenue for the purpose of paying the debt service on the Bonds; and WHEREAS, in addition to this Agreement, each of District Nos. 2 and 4 are entering into separate capital pledge agreements with the Issuing District; and WHEREAS, at a special election of the qualified electors of the Districts, duly called and held on May 4, 2010 (the "Elections"), in accordance with law and pursuant to due notice, a majority of those qualified to vote and voting at the Elections voted in favor of, inter alia, the issuance of general obligation indebtedness by the Districts and the imposition of taxes for the payment thereof, for the purpose of providing certain improvements and facilities; and WHEREAS, pursuant to resolutions adopted by each of the Districts, the Board has allocated voted authorization of each District to the indebtedness of each District incurred by virtue of the issuance of the Bonds (with respect to the Issuing District), entering into this Agreement (with respect to District No. 5), and entering into the other capital pledge agreements (with respect to District Nos. 2 and 4); and WHEREAS, in order to carry out the intent and objectives of the Elections, the Service Plans, and the FFCO, the Issuing District and District No. 5 desire to enter into this Agreement for the purpose of providing ad valorem property tax revenue (and other revenue) derived from the taxable property of District No. 5 in order to pay, in combination with revenue derived by the other Districts, the debt service on the Bonds; and WHEREAS, all amendments to this Agreement made pursuant hereto and not in conflict with the ballot questions approved at the Elections, the Service Plans, the Authorizing Resolutions, and the Indenture, shall be deemed part of this Agreement and fully authorized by the foregoing. COVENANTS NOW, THEREFORE, for and in consideration of the promises and the mutual covenants and stipulations herein, the parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01. Interpretation. In this Agreement, unless the context expressly indicates otherwise, the words defined below shall have the meanings set forth below: 4837-5701-8383.3 • (a) The terms "herein," "hereunder," "hereby," "hereto," "hereof' and any similar terms, refer to this Agreement as a whole and not to any particular article, section, or subdivision hereof; the term "heretofore" means before the date of execution of the Agreement; and the term "hereafter"means after the date of execution of this Agreement. (b) All definitions, terms, and words shall include both the singular and the plural, and all capitalized words or terms shall have the definitions set forth in Section 1.02 hereof (c) Words of the masculine gender include correlative words of the feminine and neuter genders, and words importing the singular number include the plural number and vice versa. (d) The captions or headings of this Agreement are for convenience only, and in no way define, limit, or describe the scope or intent of any provision, article, or section of this Agreement. (e) All schedules, exhibits, and addenda referred to herein are incorporated herein by this reference. Section 1.02. Definitions. As used herein, unless the context expressly indicates otherwise, the words defined below and capitalized throughout the text of this Agreement shall have the respective meanings set forth below. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned them in the Indenture. "Agreement" or "District No. 5 Capital Pledge Agreement" means this Agreement, as the same may be modified or supplemented from time to time in accordance with the provisions hereof "Authorizing Resolution" or "Authorizing Resolutions" means, as the context requires, the resolution or resolutions of the Districts adopted on April 12, 2012 authorizing, with respect to the Issuing District, the issuance of the Bonds and the execution and delivery of the Financing Documents; with respect to District No. 5, the execution and delivery of this Agreement; with respect to District No. 2, the District No. 2 Capital Pledge Agreement; and with respect to District No. 4,the District No. 4 Capital Pledge Agreement. "Board" or "Boards" shall mean the lawfully organized Boards of Directors of the Districts. "Board of County Commissioners" shall mean the Board of County Commissioners for Weld County, Colorado. "Bonds" means the Limited Tax General Obligation Bonds, Taxable Series 2012, in the aggregate principal amount of $4,150,000, dated as of the date of issuance, and issued by the Issuing District pursuant to the Indenture and the Issuing District's Authorizing Resolution. 3 4837-5701-8383.3 "Capital Fees" means all fees, rates, tolls, penalties, and charges of a capital nature (excluding periodic, recurring service charges) imposed by District No. 5 or any "enterprise" of District No. 5, as defined under Article X, Section 20 of the Colorado Constitution, created for services, programs, or facilities furnished by District No. 5; and including the revenue derived from any action to enforce the collection of Capital Fees, and the revenue derived from the sale or other disposition of property acquired by District No. 5 from any action to enforce the collection of Capital Fees. "Capital Pledge Agreements" means, collectively, District No. 5 Capital Pledge Agreement; the District No. 2 Capital Pledge Agreement; and the District No. 4 Capital Pledge Agreement. "Capital Revenue"means, collectively, Property Tax Revenues; Specific Ownership Tax Revenues; and Pledged Capital Fees. "Continuing Disclosure Agreement" means the Continuing Disclosure Agreement dated as of April 18, 2012 by and among the Issuing District, District No. 5, District No. 2, District No. 4 and CliftonLarsonAllen LLP entered into for the benefit of the owners of the Bonds. "C.R.S." means the Colorado Revised Statutes, as amended and supplemented as of the date hereof. "District No. 5"means Pioneer Metropolitan District No. 5,Weld County, Colorado. "District No. 2"means Pioneer Metropolitan District No. 2, Weld County, Colorado. "District No. 2 Capital Pledge Agreement" means the Capital Pledge Agreement dated as of April 18, 2012 between the District and District No. 2. "District No. 4"means Pioneer Metropolitan District No. 4, Weld County, Colorado. "District No. 4 Capital Pledge Agreement" means the Capital Pledge Agreement dated as of April 18, 2012 between the District and District No. 4. "Issuing District" means Pioneer Metropolitan District No. 3, Weld County, Colorado, and its successors and assigns. "Indenture" means the Indenture of Trust dated as of April 1, 2012 between the Issuing District and the Trustee, as the same may from time to time be modified or supplemented in accordance with the provisions thereof. "Pledged Capital Fees" means all Capital Fees except Capital Fees allocated by resolution of the Issuing District for the payment of public infrastructure constructed, acquired or installed for the benefit of the Issuing District, District No. 5, District No. 2 and/or District No. 4, provided that payment of such public infrastructure from Capital Fees be made within the fiscal year in which such Capital Fees are received by the District imposing such Capital Fees. "Outstanding"shall have the meaning assigned in the Indenture. 4 4837-5701-83833 "Property Tax Revenues" means all moneys derived from imposition of the Mandatory Capital Levy by the District, but excluding Specific Ownership Tax Revenues. "Mandatory Capital Leiy"means an ad valorem mill levy(a mill being equal to 1/10 of I cent) imposed upon all taxable property of District No. 5 each year in the amount of 50 mills, provided, however, that notwithstanding anything herein to the contrary, in no event may the Mandatory Capital Levy be established at a mill levy which would cause District No. 5 to derive tax revenue in any year in excess of the maximum tax increases permitted by District No. 5's electoral authorization, and if the Mandatory Capital Levy of 50 mills would cause the amount of taxes collected in any year to exceed the maximum tax increase permitted by District No. 5's electoral authorization, the Mandatory Capital Levy shall be reduced to the point that such maximum tax increase is not exceeded. "Service Plan"or "Service Plans" is defined in the recitals hereof. "Specific Ownership Tax Revenues" shall mean the specific ownership taxes remitted to District No. 5 pursuant to Section 42-3-107, C.R.S., or any successor statute, as a result of its imposition of the Mandatory Capital Levy. "Supplemental Act" means the "Supplemental Public Securities Act," being Title 11, Article 57, Part 2, Colorado Revised Statutes,as amended. "Trustee"means UMB Bank, n.a., Denver, Colorado, as trustee under the Indenture. ARTICLE II PAYMENT OBLIGATION Section 2.01. No Additional Electoral Approval Required. The authorization for issuance of debt, fiscal year spending, revenue collections and other constitutional matters requiring voter approval for purposes of this Agreement, was approved at the Elections in accordance with law and pursuant to due notice. The performance of the terms of this Agreement requires no further electoral approval. Section 2.02. Limited Tax General Obligation. The obligations of District No. 5 under this Agreement constitute limited tax general obligations of District No. 5. Section 2.03. Electoral Limitations. In no event shall the total or annual obligations of District No. 5 hereunder exceed the maximum amounts permitted under its electoral authority and any other applicable law. Section 2.04. Imposition of Mandatory Capital Levy. For so long as any of the Bonds are Outstanding, District No. 5 covenants as follows: (a) For the purpose of honoring its obligations hereunder with respect to the Bonds, District No. 5 covenants to cause to be levied on all of the taxable property of 5 4837-5701-83833 District No. 5, in addition to all other taxes, direct annual taxes in each of the years 2012 to 2036, inclusive (and, to the extent necessary to make up any overdue payments on the Bonds, in each year subsequent to 2036) in the amount of the Mandatory Capital Levy. Nothing herein shall be construed to require District No. 5 to levy an ad valorem property tax in excess of the Mandatory Capital Levy. (b) The foregoing provisions of this Agreement are hereby declared to be the certificate of the Board of District No. 5 to the Board of County Commissioners of Weld County, showing the aggregate amount of taxes to be levied from time to time, as required by law, for the purpose of honoring its obligations hereunder with respect to the Bonds. (c) The amounts derived from performance of District No. 5 of its obligations hereunder are hereby appropriated for the purpose of paying such amounts to the Issuing District, and such amounts as appropriate for each year shall also be included in the annual budget and the appropriation bills to be adopted and passed by the Board in each year, respectively, until the Bonds have been fully paid, satisfied, and discharged. (d) It shall be the duty of the Board, annually, at the time and in the manner provided by law for levying other District No. 5 taxes, to ratify and carry out the provisions hereof with reference to the levying and collection of taxes; and the Board shall levy, certify, and collect said taxes in the manner provided by law for the purposes aforesaid. (e) Said taxes shall be levied, assessed, collected, and enforced at the time and in the form and manner and with like interest and penalties as other general taxes in the State of Colorado, and when collected said taxes shall be paid to District No. 5 as provided by law, and District No. 5 shall pay such amounts to the Issuing District as provided herein. (f) The Board shall take all necessary and proper steps to enforce promptly the payment of taxes levied pursuant to this Agreement. Section 2.05. Payment and Application of Revenues. (a) District No. 5 hereby agrees to remit to the Issuing District, as soon as practicable upon the receipt thereof, all revenues comprising (i) Property Tax Revenues; (ii) Specific Ownership Tax Revenues; and (iii) Pledged Capital Fees. (b) All amounts payable by District No. 5 hereunder shall be paid in lawful money of the United States of America by check mailed or delivered, or by wire transfer, to the Issuing District. Alternatively, the Issuing District may direct District No. 5 in writing to pay such amounts directly to the Trustee and, if so directed, amounts paid by District No. 5 to the Trustee shall be deemed, for purposes of this Agreement, to be paid to the Issuing District. 6 4837-5701-8383.3 (c) The Issuing District hereby agrees that it shall promptly transfer, or cause the transfer of, all Capital Revenue received by it under this Agreement to the Trustee for application as provided in the Indenture. Section 2.06. Appropriation; No Impairment of Obligations. The sums herein required to pay the amounts due hereunder are hereby appropriated for that purpose, and said amounts for each year shall be included in the annual budget and the appropriation resolution or measures to be adopted or passed by the Board of District No. 5 in each year while any of the Bonds are Outstanding. No provisions of any constitution, statute, resolution or other order or measure enacted after the execution of this Agreement shall in any manner be construed as limiting or impairing the obligation of District No. 5 to levy ad valorem property taxes, or as limiting or impairing the obligation of District No. 5 to levy, administer, enforce and collect the ad valorem property taxes as provided herein for the payment of the obligations hereunder. Section 2.07. Limited Defenses; Specific Performance. It is understood and agreed by District No. 5 that its obligations hereunder are absolute, irrevocable, and unconditional except as specifically stated herein, and so long as any Bonds are Outstanding, District No. 5 agrees that notwithstanding any fact, circumstance, dispute, or any other matter, it will not assert any rights of setoff, counterclaim, estoppel, or other defenses to its obligations hereunder, or take or fail to take any action which would delay a payment to the Issuing District or the Issuing District's ability to receive payments due hereunder. Notwithstanding that this Agreement specifically prohibits and limits defenses and claims of District No. 5, in the event that District No. 5 believes that it has valid defenses, setoffs, counterclaims, or other claims other than specifically permitted by this Agreement, it shall, nevertheless, make all payments as described herein and then may attempt or seek to recover such payments by actions at law or in equity for damages or specific performance, respectively. Section 2.08. No Future Exclusion of Property. The parties agree that this Agreement constitutes "indebtedness" as contemplated by Section 32-1-503, C.R.S. Any property excluded from District No. 5 after the date hereof is to remain liable for the imposition of the Mandatory Capital Levy and payment of the proceeds thereof in accordance with the provisions hereof, to the same extent as such property otherwise remains liable for the debt of the District, as provided in Section 32-1-503, C.R.S., for so long as any Bonds remain Outstanding. In the event that any order providing for the exclusion of property from District No. 5 does not so provide and specifically indicate the liability of such excluded property for the obligations set forth herein, the Issuing District and District No. 5 hereby agree to take all actions reasonably necessary to cause the property owners of such proposed excluded property to covenant to assume all responsibilities under this Agreement, which covenants shall run with the land and shall be in a form satisfactory to the Issuing District. Notwithstanding anything in this Section 2.08 to the contrary, a District may exclude property from its boundaries if, simultaneously with such exclusion, another District concurrently includes the very same property within its boundaries. For clarification of the foregoing, the term "District" shall mean any one or more of the following: the Issuing District; District No. 2; District No. 4 and District No. 5. Section 2.09. No Future Debt of the Issuing District. The obligations of District No. 5 hereunder shall be and remain in effect so long as any Bonds are Outstanding. In no event shall District No. 5 be obligated hereunder with respect to any other indebtedness of the Issuing 7 4837-5701-8383.3 District and at such time as the Bonds are fully defeased and cancelled in accordance with the Indenture, this Agreement shall terminate. Section 2.10. Annual Audit. At least once a year District No. 5 will cause an audit to be performed of the records relating to its revenues and expenditures, and District No. 5 shall use its best efforts to have such audit report completed no later than 180 days after the end of each fiscal year. The foregoing covenant shall apply notwithstanding any state law audit exemptions that may exist or any different time requirements for the completion of such audit under state law. In addition, at least once a year in the time and manner provided by law, District No. 5 will cause a budget to be prepared and adopted. Copies of the budget and the audit will be filed and recorded in the places, time, and manner provided by law. Section 2.11. Representations and Warranties of District No. 5. District No. 5 hereby makes the following representations and warranties: (a) District No. 5 is a quasi-municipal corporation and political subdivision duly organized and validly existing under the laws of the State of Colorado. (b) District No. 5 has all requisite corporate power and authority to execute, deliver, and to perform its obligations under this Agreement. District No. 5's execution, delivery, and performance of this Agreement have been duly authorized by all necessary action. (c) District No. 5 is not in violation of any of the applicable provisions of law or any order of any court having jurisdiction in the matter, which violation could reasonably be expected to materially adversely affect the ability of District No. 5 to perform its obligations hereunder. The execution, delivery and performance by District No. 5 of this Agreement (i) will not violate any provision of any applicable law or regulation or of any order, writ, judgment or decree of any court, arbitrator, or governmental authority, (ii) will not violate any provision of any document or agreement constituting, regulating, or otherwise affecting the operations or activities of District No. 5 in a manner that could reasonably be expected to result in a material adverse effect, and (iii) will not violate any provision of, constitute a default under, or result in the creation or imposition of any lien, mortgage, pledge, charge, security interest, or encumbrance of any kind on any of the revenues or other assets of District No. 5 pursuant to the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which District No. 5 is a party or which purports to be binding upon District No. 5 or upon any of its revenues or other assets which could reasonably be expected to result in a material adverse effect. (d) District No. 5 has obtained all consents and approvals of, and has made all registrations and declarations with any governmental authority or regulatory body required for the execution, delivery, and performance by District No. 5 of this Agreement. (e) There is no action, suit, inquiry, investigation, or proceeding to which District No. 5 is a party, at law or in equity, before or by any court, arbitrator, 8 4837-5701-8383.3 governmental or other board, body, or official which is pending or, to the best knowledge of District No. 5 threatened, in connection with any of the transactions contemplated by this Agreement nor, to the best knowledge of District No. 5 is there any basis therefor, wherein an unfavorable decision, ruling, or finding could reasonably be expected to have a material adverse effect on the validity or enforceability of, or the authority or ability of District No. 5 to perform its obligations under, this Agreement. (f) This Agreement constitutes the legal, valid, and binding obligation of District No. 5, enforceable against District No. 5 in accordance with its terms (except as such enforceability may be limited by bankruptcy, moratorium, or other similar laws affecting creditors' rights generally and provided that the application of equitable remedies is subject to the application of equitable principles). Section 2.12. Representations and Warranties of the Issuing District. The Issuing District hereby makes the following representations and warranties: (a) The Issuing District is a quasi-municipal corporation and political subdivision duly organized and validly existing under the laws of the State of Colorado. (b) The Issuing District has all requisite corporate power and authority to execute, deliver, and to perform its obligations under this Agreement. The District's execution, delivery, and performance of this Agreement have been duly authorized by all necessary action. (c) The Issuing District is not in violation of any of the applicable provisions of law or any order of any court having jurisdiction in the matter, which violation could reasonably be expected to materially adversely affect the ability of the Issuing District to perform its obligations hereunder. The execution, delivery and performance by the Issuing District of this Agreement(i) will not violate any provision of any applicable law or regulation or of any order, writ, judgment or decree of any court, arbitrator, or governmental authority, (ii) will not violate any provision of any document or agreement constituting, regulating, or otherwise affecting the operations or activities of the Issuing District in a manner that could reasonably be expected to result in a material adverse effect, and (iii) will not violate any provision of, constitute a default under, or result in the creation or imposition of any lien, mortgage, pledge, charge, security interest, or encumbrance of any kind on any of the revenues or other assets of the Issuing District pursuant to the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which the Issuing District is a party or which purports to be binding upon the Issuing District or upon any of its revenues or other assets which could reasonably be expected to result in a material adverse effect. (d) The Issuing District has obtained all consents and approvals of, and has made all registrations and declarations with any governmental authority or regulatory body required for the execution, delivery, and performance by the Issuing District of this Agreement. 9 4837-5701-8383.3 (e) There is no action, suit, inquiry, investigation, or proceeding to which the Issuing District is a party, at law or in equity, before or by any court, arbitrator, governmental or other board, body, or official which is pending or, to the best knowledge of the Issuing District threatened, in connection with any of the transactions contemplated by this Agreement nor, to the best knowledge of the Issuing District is there any basis therefor, wherein an unfavorable decision, ruling, or finding could reasonably be expected to have a material adverse effect on the validity or enforceability of, or the authority or ability of the Issuing District to perform its obligations under, this Agreement. (f) This Agreement constitutes the legal, valid, and binding obligation of the Issuing District, enforceable against the Issuing District in accordance with its terms (except as such enforceability may be limited by bankruptcy, moratorium, or other similar laws affecting creditors' rights generally and provided that the application of equitable remedies is subject to the application of equitable principles). Section 2.13. Other Covenants of District No. 5. (a) District No. 5 will maintain its existence and shall not merge or otherwise alter its corporate structure in any manner or to any extent as might reduce the security provided for the payment of the Bonds, and will continue to operate and manage District No. 5 and its facilities in an efficient and economical manner in accordance with all applicable laws, rules, and regulations. (b) District No. 5 will carry general liability coverage, worker's compensation, public liability, and such other forms of insurance on insurable District property upon the terms and conditions, and issued by recognized insurance companies, as in the judgment of District No. 5, would ordinarily be carried by entities having similar properties of equal value, such insurance being in such amounts as will protect District No. 5 and its operations. (c) Each District No. 5 official or other person having custody of any District No. 5 funds or responsible for the handling of such funds, shall be bonded or insured against theft or defalcation at all times. (d) In the event any ad valorem taxes are not paid when due, District No. 5 shall diligently cooperate with the appropriate county treasurer to enforce the lien of such unpaid taxes against the property for which the taxes are owed. (e) At such time, if at all, that District No. 5 imposes Pledged Capital Fees, District No. 5 will enforce the collection of all Pledged Capital Fees in such time and manner as District No. 5 reasonably determines will be most efficacious in collecting the same, including without limitation the bringing of an action to foreclose any statutory or contractual lien which may exist in connection therewith. If so imposed, District No. 5 will not (i) reduce the amount of any Pledged Capital Fees, or (iii) amend or supplement the resolution imposing such fees in any way which would materially adversely affect the amount of Pledged Capital Fees to be collected. Nothing herein shall prevent District No. 10 4337-5701-8383.3 5 from increasing the amount of the Pledged Capital Fees, provided that all such increased amounts shall constitute Capital Revenue hereunder. ARTICLE III EVENTS OF DEFAULT AND REMEDIES Section 3.01. Events of Default. The occurrence or existence of any one or more of the following events shall be an "Event of Default" hereunder, and there shall be no default or Event of Default hereunder except as provided in this Section: (a) District No. 5 fails or refuses to impose the Mandatory Capital Levy or to remit the Property Tax Revenues, Specific Ownership Tax Revenues and/or Pledged Capital Fees, as required by the terms of this Agreement; (b) any representation or warranty made by any party in this Agreement proves to have been untrue or incomplete in any material respect when made and which untruth or incompletion would have a material adverse effect upon any other party; (c) any party fails in the performance of any other of its covenants in this Agreement, and such failure continues for sixty (60) days after written notice specifying such default and requiring the same to be remedied is given to any of the parties hereto; or (d) (i) any party shall commence any case, proceeding, or other action (A)under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, or relief of debtors, seeking to have an order for relief entered with respect to it or seeking to adjudicate it insolvent or a bankrupt or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or(B) seeking appointment of a receiver, trustee, custodian, or other similar official for itself or for any substantial part of its property, or any party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any party any case, proceeding, or other action of a nature referred to in clause (i) and the same shall remain not dismissed within ninety (90) days following the date of filing; or (iii) there shall be commenced against any party any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, distraint, or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed, or bonded pending appeal within ninety (90) days from the entry thereof, or(iv) any party shall take action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or(v) any party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due. Il 4837-5701-83833 Section 3.02. Remedies for Events of Default. Upon the occurrence and continuance of an Event of Default, any party may proceed to protect and enforce its rights against the party or parties causing the Event of Default by mandamus or such other suit, action, but solely for the purpose of seeking specific performance. ARTICLE IV MISCELLANEOUS Section 4.01. Pledge of Capital Revenue. The creation, perfection, enforcement, and priority of the pledge of Capital Revenues to secure payment of the Bonds shall be governed by Section 11-57-208 of the Supplemental Act and this Agreement. The Property Tax Revenues, Specific Ownership Tax Revenues, and Pledged Capital Fees shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against District No. 5 or the Issuing District irrespective of whether such persons have notice of such liens. Section 4.02. No Recourse against Officers and Agents. Pursuant to Section 11-57-209 of the Supplemental Act, if a member of the Board of Directors of District No. 5, or any officer or agent of District No. 5 acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the Capital Revenue by District No. 5 hereunder. Such recourse shall not be available either directly or indirectly through District No. 5, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of this Agreement and as a part of the consideration hereof, the Issuing District specifically waives any such recourse. Section 4.03. Conclusive Recital. Pursuant to Section 11-57-210 of the Supplemental Act, this Section 4.03 shall constitute a recital that this Agreement is executed and delivered pursuant to certain provisions of the Supplemental Act, and such recital is conclusive evidence of the validity and the regularity of this Agreement after its delivery for value. Section 4.04. Limitation of Actions. Pursuant to Section 11-57-212, C.R.S., no legal or equitable action brought with respect to any legislative acts or proceedings in connection with the authorization, execution, or delivery of this Agreement shall be commenced more than thirty days after the authorization of this Agreement. Section 4.05. Notices. Except as otherwise provided herein, all notices or payments required to be given under this Agreement shall be in writing and shall be hand delivered or sent by certified mail, return receipt requested, or air freight, to the following addresses: If to District No. 5: Pioneer Metropolitan District No. 5 450 East 17th Avenue, Suite 400 Denver, Colorado 80203 If to Issuing District: Pioneer Metropolitan District No. 3 450 East 17th Avenue, Suite 400 12 4837-5701-8383.3 Denver, Colorado 80203 All notices or documents delivered or required to be delivered under the provisions of this Agreement shall be deemed received one (I) day after hand delivery or three (3) days after mailing. Either party by written notice so provided may change the address to which future notices shall be sent. Section 4.06. Miscellaneous. (a) This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. (b) If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions hereof, then such stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible. (c) The Trustee shall be a third party beneficiary of this Agreement. Other than the Trustee, it is intended that there be no third party beneficiaries of this Agreement. (d) This Agreement may not be assigned or transferred by any party without the prior written consent of each of the other parties. (e) This Pledge Agreement shall be governed by and construed under the applicable laws of the State of Colorado. (t) Venue for any and all claims brought by either Party to enforce any provision of this Agreement shall be the District Court in and for the County of Weld, State of Colorado. (g) This Pledge Agreement may be amended or supplemented by the parties, hut any such amendment or supplement must he in writing and must be executed by all parties. (h) If the date for making any payment or performing any action hereunder shall be a legal holiday or a day on which banks in Denver, Colorado are authorized or required by law to remain closed, such payment may be made or act performed on the next succeeding day which is not a legal holiday or a day on which banks in Denver, Colorado are authorized or required by law to remain closed. 13 4837-5701-8383.3 (i) Each party has participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. (j) This Pledge Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Signatures appear on following page.] 14 4837-5701-8383.3 IN WITNESS WHEREOF, the Issuing District and District No. 5 have executed this Agreement as of the day and year first above written. ,�'"'�"" PIONEER METROPOLITAN /4". :• .... •'•Gist DISTRICT NO. 3 .o• •z: [ •o o co ,. (") _ro ••..o Co Mfy G e.i By:o •• '� ..••• Joel H.. arkas, President 1,, ATTE T: ",,,, CL. ,co To L. Serra, Secretary . skpPO...•g,,••• .nisi PIONEER METROPOLITAN r �� DISTRIC . 5 z. o• •z O .0 -(° coL0W.2.' By Joel H. k rkas, President I 2ATTEST: 1 C prig,' ,L Q,� i L. Serra, Secretary [Signature page to Capital Pledge Agreement (District No. 5)] 4837-5701-8383. INTERGOVERNMENTAL AGREEMENT REGARDING ASSIGNMENT OF REIMBURSEMENT OBLIGATIONS AND CONSENT TO CONSTRUCTION This Intergovernmental Agreement Regarding Assignment of Reimbursement Obligations and Consent to Construction (this "Agreement") is entered into this ((nay of April 2012 (the"Effective Date") by and between Pioneer Metropolitan District No. 3 ("Pioneer"), Resource Colorado Water and Sanitation Metropolitan District ("Resource"), Resource Colorado and Water Sanitation District acting by and through Resource Colorado Water and Sanitation District GAR Water Activity Enterprise No. 1 ("Enterprise No. 1") and Resource Colorado Water and Sanitation District acting by and through Resource Colorado Water and Sanitation District Water Activity Enterprise (the "Original Enterprise"), each a quasi- municipal corporation and political subdivision of the State of Colorado. Pioneer, Resource, Enterprise No. 1 and the Original Enterprise may each be referred to herein as a "Party" and collectively, as the "Parties." RECITALS WHEREAS, Resource previously was organized to work in cooperation with other "Service Providers" (as defined in the Service Plan for Resource) to, among other things, provide water and sanitary sewer services to the service area which is known as the"Pioneer Community;" WHEREAS, on July 27, 2005, Resource provided written assurances to Pioneer Communities,Inc., and HP Farms, LLC that it would exercise reasonable efforts to install and construct the water and wastewater infrastructure to provide water and wastewater services to the Pioneer Community (the "Will Serve Letter"); WI IEREAS, the Will Serve Letter disclosed that Resource cannot provide direct service to customers and therefore, Resource's service was subject to water and wastewater metropolitan districts being created and approved within the Pioneer Community to contract with Resource; WHEREAS, Pioneer Regional Metropolitan District ("Pioneer Regional") was organized to be the "service district" for Pioneer and the other Pioneer Metropolitan Districts; WHEREAS, pursuant to Pioneer Regional's Service Plan, one of the reasons Pioneer Regional was formed was to enter into intergovernmental agreements with Resource to provide wholesale water and wastewater services to the Pioneer Community; WHEREAS, under a First Amendment to Memorandum of Understanding dated March 26, 2012 between Pioneer and Pioneer Regional, Pioneer has the authority to construct public infrastructure to benefit the Pioneer Community, including, but not limited to, water infrastructure provided that prior to use of any such infrastructure by an"end user" within the Pioneer Community, Pioneer Regional and Pioneer agreed to enter into another agreement to ensure Pioneer Regional's access to such infrastructure to provide the services to the "end users;" {00224662 DOCX v 3 ) WHEREAS, Pioneer and Pioneer Metropolitan Districts Nos. 2, 4 and 5 entered into that certain Facilities Funding Construction and Operations Agreement whereby Pioneer is the "coordinating district" for Pioneer Metropolitan Districts Nos. 2, 4 and 5; WHEREAS, Resource, on behalf of the Pioneer Community Enterprise, agrees and consents to Pioneer's construction of water infrastructure in the future even if some of the infrastructure is provided for in Resource's Service Plan; WHEREAS, it was contemplated that Resource would provide services through the establishment of water and wastewater enterprises; WHEREAS, on March 14, 2007, Resource formed the Resource Colorado Water and Sanitation Metropolitan District Water Activity Enterprise for Pioneer (the "Pioneer Community Enterprise") to provide services to the Pioneer community; WI IEREAS, pursuant to the Resolution of Resource creating the Pioneer Community Enterprise, the Pioneer Community Enterprise will be responsible for all activities related to the wholesale water and wastewater services to Pioneer, including the construction, operation, repair and replacement of water and wastewater facilities to serve Pioneer; WHEREAS, Resource and the Original Enterprise entered into the following agreements with Gateway American Resources, LLC ("GAR")pertaining to the advancement of funds to Resource and/or the Original Enterprise for payment of Resource's and the Original Enterprise's operations and maintenance expenses: 1) 2004 and 2005 Operation Funding Agreement dated December 14, 200 5; 2) the 2006 Operation Funding Agreement dated June 10, 2006; 3)the 2007 Operation Funding Agreement dated November 8, 2006 (collectively, the "GAR OFAs"); WITEREAS, Resource and the Original Enterprise entered into the following agreements with Quebec Corp., ("Quebec") pertaining to the advancement of funds to Resource and/or the Original Enterprise for payment of Resource's and/or the Original Enterprise's operations and maintenance expenses: 1) the 2007-2008 Operation Funding Agreement dated November 12, 2008; 2) the 2009 Operation Funding Agreement dated November 12, 2008; and 3) the 2010 Operation Funding Agreement dated as of November 11, 2009 (collectively, the "Quebec OFAs"); WHEREAS, Resource and Enterprise No. 1 entered into that certain GAR Project Funding and Reimbursement Agreement dated as of August 18, 2010 which provides for the reimbursement to GAR for funds advanced for certain project related expenses incurred with respect to the construction of improvements and acquisition of water rights (the "GAR Project Funding Agreement") and also reimbursement to GAR of funds advanced by the Original Enterprise, which Enterprise No. 1 expressly assumed; WHEREAS, Resource and the Original Enterprise entered into that certain Second Project Funding and Reimbursement Agreement dated November 12, 2008, as amended, which {00224662,DOCX v 3 j 2 provides for the reimbursement of funds advanced by Quebec for project expenses (the "Quebec Project Funding Agreement"); WHEREAS, the GAR OFAs, the Quebec OFAs, the GAR Project Funding Agreement, and the Quebec Project Funding Agreement will hereinafter be referred to as the "Reimbursement Agreements" and all amounts owning under the Reimbursement Agreements shall be referred to herein as the "Reimbursement Obligations;" WHEREAS, funds were advanced to Resource, the Original Enterprise and Enterprise No. 1 pursuant to the Reimbursement Agreements; WHEREAS, Enterprise No, I is to collect fees from its service users (i.e,, Pioneer Regional) to pay for costs incurred by Enterprise No. I related to the ultimate provision of services to the Pioneer Community, including the Reimbursement Obligations; and WHEREAS, development has not begun in the Pioneer Community, and therefore, fees are not being collected; and interest is accruing on the Reimbursement Obligations; WI[EREAS, Resource, the Original Enterprise and Enterprise No. I agree to assign their respective responsibilities for repayment of the Reimbursement Obligations to Pioneer with the consent of the OAR and Quebec (collectively, the "Creditors") and in exchange, Resource, the Original Enterprise and Enterprise No. 1 agree to not include the costs incurred in any rate structure for service established by Resource, the Original Enterprise or Enterprise No, 1 for future services provided to the Pioneer Community; WIIEREAS, Sections 29-1-103 and 29-20-105, Colorado Revised Statutes, expressly authorizes and provides authority for governments to enter into contracts with one another to provide any function, service or facility lawfully authorized by such governments, including the sharing of costs; AGREEMENT NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, such consideration being acknowledged as sufficient and of significant value, the Parties agree as follows: 1. Assignment of Reimbursement Obligations. Resource, the Original Enterprise and Enterprise No. 1 hereby each assign all obligations it has with respect to the Reimbursement Obligations to Pioneer. By its execution hereof, Pioneer hereby assumes such Reimbursement Obligations. 2. Resource/Enterprise No. 1 and the Original Enterprise Rate Structure, In consideration of Pioneer's assumption of the Reimbursement Obligations hereunder, at such time as Resource and/or Enterprise No. 1 and/or the Original Enterprise establish its rate structure for provision of services to the Pioneer Community, Resource, Enterprise No. 1 and the Original Enterprise each (00224662.DOCx v3 ) 3 agree that in determining such rate structure, the Reimbursement Obligations shall not be included. 3. Consent to Assignment. By its execution below, the Creditors hereby consent to the assignment of the Reimbursement Obligations to Pioneer and the Creditors agree to look solely to Pioneer for collection thereof. 4. Consent to Construction. Resource on behalf of itself and the Pioneer Community Enterprise hereby consents to and agrees that it will not object to Pioneer's construction, or causing such construction to be done, in the future, of water infrastructure that may be construed as a Resource and/or Pioneer Community Enterprise obligation under Resource's Service Plan provided Pioneer gives Resource advance written notice together with a copy of the construction plans prior to commencement of such construction. Further, the Parties agree that if Pioneer undertakes any water or sewer infrastructure construction, Pioneer will enter into an agreement with Pioneer Regional as contemplated in the First Amendment to MOU between Pioneer Regional and Pioneer prior to the connection of a resident for water or sewer service to a Pioneer Regional Improvement to ensure both Pioneer Regional (as the contracting entity with Resource) and Resource have adequate access to such infrastructure to provide its services under its respective Service Plan and such that Resource can satisfy the terms and provisions of the Will Serve Letter. 5. Binding Effect. This Agreement shall be binding on the Parties and their respective successors and assigns. 6. Assignment. Other than an assignment by Pioneer Regional to one of the other Pioneer Districts which shall not require any consent, neither Party shall assign any of its rights or obligations hereunder without the written consent of the other Party, unless such assignment is to a successor-in-interest by operation of law. 7. Headings. The captions of paragraphs are set forth only for convenience and reference of the Parties and are not intended in any way to define, limit or describe the scope or intent of this Agreement. 8. Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable,the remaining provisions of this Agreement will continue in full force and effect. 9. Amendment. This Agreement may be amended only by an instrument in writing signed by the Parties or their successors or assigns. 10. Governing Law. This Agreement shall be construed under and governed by the laws of the State of Colorado. 11. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, and all such counterparts taken together will constitute one and the same instrument. {00224662 DOCX v3} 4 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. PIONEER METROPOLITAN DISTRICT NO. 3, a quas.- unicipal corporation and political S division of the State of Colorado By: Joel Farkas, President Al -EST: crelary (002246b2.lxx:x vii ) 5 RESOURCE COLORADO WATER AND SANITA'T'ION METROPOLITAN DISTRICT a qu: si-municipal corporation and political Subdivision of the State of Colorado By: President i ATTEST: \ i Secretar ESOURCE COLORADO WATER AND SANITATION METROPOLITAN DISTRICT GAR WATER ACTIVITY ENTERPRISE NO. 1 a c : si-municipal corporation and political Subdivision of the State of Colorado By: President KU.;ST: d Score ary RESOURCE COLORADO WATER AND SANITATION METROPOLITAN DISTRICT WATER ACTIVITY ENTERPRISE a quasi-municipal corporation and political Subdivision vi of the State of Colorado By: ) is,r President A1I.'ST•. tiffSeer a {00224662.DOCX v:3 } 6 CONSENT OF CREDITORS: BY THEIR EXECUTION BELOW, THE CREDITORS HEREBY CONSENT TO THE FOREGOING AGREEMENT AND AGREE TO LOOK SOLELY TO PIONEER FOR REPAYMENT OF THE REIMBURSEMENT OBLIGATIONS. DATED AS OF THE_Iq-t�' DAY OF h9A,U , 2012. QUEBEC ' )RP., 13y: Name:_ ,cr ✓ "Title: GATEW ERICAN RESOURCES, IIC By: Name: r Title: iLf .� ;00224(62!)OCX r..3 ; 7 • FIRST AMENDMENT TO AND ASSIGNMENT OF AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT is made and entered into as of the 151 day of May, 2012, by and between the TOWN OF KEENESBURG, COLORADO, acting by and through its Water Activity Enterprise, hereinafter called "Town," PIONEER REGIONAL METROPOLITAN DISTRICT WATER ACTIVITY ENTERPRISE, a quasi-municipal corporation and political subdivision of the State of Colorado, hereinafter called "Assignor" or "Pioneer Regional," and PIONEER METROPOLITAN DISTRICT NO. 3, a quasi-municipal corporation and political subdivision of the State of Colorado ("Assignee" and/or"Pioneer 3"). RECITALS: WHEREAS, the Town and Pioneer Regional entered into an Agreement dated April 17, 2008 for the purpose of sharing the use of a Water Line constructed by the Town, which Agreement was recorded with the Weld County Clerk and Recorder on May 21, 2008 at Reception No. 3555656; and WHEREAS, market conditions have caused the development anticipated by Pioneer Regional to be delayed, and Pioneer Regional's anticipated funding for its obligations under the Agreement has not materialized; and WHEREAS, Pioneer Regional has requested the Town temporarily suspend its payment obligations under the Agreement, in order to procure alternate funding; and WHEREAS, the Town and Pioneer Regional additionally desire to revise the use of the Water Line, including their respective share of the capacity, as set forth herein; and WHEREAS, Pioneer 3 has entered into a Facilities Funding, Construction, and Operations Agreement ("FFCO") with Pioneer Metropolitan District Nos. 2, 4 and 5 for the purpose of funding the construction, operations and maintenance of improvements, including the pipeline that is the subject of the Agreement; and WHEREAS, Pioneer Regional desires to assign to Pioneer 3 all of Pioneer Regional's rights and obligations in and to the Agreement, as amended hereby; and WHEREAS, Paragraph 17 of the Agreement requires Pioneer Regional to obtain the Town's consent to such an assignment; and WHEREAS, the Town hereby grants its consent to such assignment by Pioneer Regional to Pioneer 3, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises and agreements specified in this Agreement, the parties agree as follows: {00228513.DOC v ) 1 Section 1. The parties confirm and incorporate the foregoing recitals into this Agreement. Section 2. Paragraph 2 of the Agreement between the Town of Keenesburg, Colorado and the Pioneer Regional Metropolitan District Water Activity Enterprise dated April 17, 2008 (the "Agreement") is hereby revised to read as follows (text to be added underlined; text to be deleted stricken): 2. Use of Water Line. The Town has constructed the Water Line and the approximate route of the Water Line is depicted on the attached Exhibit A. The Water Line has an estimated design capacity of 1,200 gallons per minute ("gpm"). The Town shall have the sole and exclusive right to use up to 389 400 gpm of the Water Line capacity for transmission of water at any time. The District shall have the sole and exclusive perpetual right to use up to 900 800 gpm of the Water Line capacity for transmission of water at any time. In the event that at any time either the Town or the District is not using all or a portion of the capacity of the Water Line allocated to the party, the other party may use the portion of the capacity not currently being used by the other party. Each party shall pay all pumping costs and other power costs associated with the transmission of the party's water through the Water Line. The Town shall manage the Water Line to maximize, to the extent reasonably possible as determined appropriate in the Town's sole discretion, the utilization of the Water Line. Section 3. Paragraph 5 of the Agreement is hereby deleted in its entirety and replaced as follows: 5. Water Quality. The water delivered to and carried in the Water Line may be treated groundwater from the alluvium of the Lost Creek Designated Basin or from Denver Basin Aquifers, or from any other water supply well approved by the parties in writing. The water delivered shall not exceed the state or federal primary drinking water standards, as such regulations may be amended from time to time, as measured at the point of connection. With regard to "secondary" state federal drinking water regulations, and in consideration of payments by the District to the Town, and in consideration that the District may not have the same blending sources available to the Town, the District may elect to replace water supplied by Town well 31652FP with water from a (CDPHE) approved well as long as the "secondary" chemical or physical constituents do not exceed those in Town well 31652FP. The District shall give annual notice to the Town of the District's desire and intent to replace water from the Town well 31652FP in the form of an annual operational agreement that address proposed routine and non-routine operations. {00228513.DOC v:1 ) 2 At any time when only one party is using the Water Line for delivery of water for a period in excess of 30-days, or as agreed to in writing, the water carried in the Water Line may exceed the limitations specified in the preceding paragraph(s), but the party using the Water Line shall provide notice to the other party of the extent the conditions specified in the immediately preceding paragraph(s) are exceeded. At such time as the District desires to connect to the Water Line, and as a condition to the District's connection to the Water Line, the District, at its sole cost and expense, shall install a functioning chlorination mechanism for use by the Town (the "Chlorination Mechanism"). The Chlorination Mechanism shall be located off the main water line and at a location mutually agreeable to the parties (the "Chlorination Location"). The Town agrees that it shall provide access to the District to the Chlorination Location through an easement or license agreement. The Chlorination Mechanism shall be constructed in accordance with plans and specifications acceptable to the parties. Section 4. Paragraph 6 of the Agreement is hereby revised to read as follows (text to be added underlined; text to be deleted ctrioken): 6. Payments. On or before May 25, 2008, and each 25th of May for the following-29 years, the District shall pay to the Town an amount equal to $63,098.58 .50,478.86_ 2008-2010 (paid) 2013-2032 No payment shall be due from the District in years 2011 or 2012, and theThe final payment for the Water Line capacity shall be made by the District on May 25, 2037 2032. To the extent either party uses capacity of the Water Line in excess of the capacity allocated to the party in compliance with the terms of this Agreement, no additional compensation shall be paid to the other party. Section 5. The Agreement is hereby amended by the addition of a new Paragraph 6,5 to read as follows: 6.5 District Budgeting for Payments. The District shall provide copies to the Town of the preliminary budget documents submitted to it pursuant to Section 8.1 of the FFCO within fifteen (15)days after receiving the same from District Nos. 2, 4 and 5, and in no event later than September 30th of each year. If the Final Budget adopted by Pioneer 3 and District Nos, 2, 4 and 5 pursuant to Section 8.2 of the FFCO do not contain payment to the Town of the full amount due in the upcoming budget year, the District shall notify the Town (00228513.DOC v.1 ( 3 immediately, and in no event later than November 15th of that Planning Year (as that term is used in the FFCO). Section 6. Paragraph 7 of the Agreement is hereby revised to read as follows (text to be added underlined; text to be deleted Stricken): 7. Repair and Maintenance. The Water Line will require repair and maintenance over time, and the Town shall (i) conduct periodic inspection of the Water Line to assess repair and maintenance requirements, and (ii) inspect, maintain and repair the Water Line in accordance with standard utility practices for water providers in Colorado. In the event of a break or leak in the Water Line that requires an immediate repair, the Town shall repair the break or leak in the Water Line. With respect to all other repair and maintenance of the Water Line, including, but not limited to, all underground and surface facilities related thereto, including by example, but not by way of limitation, the following: electric or other control systems, underground cables, wires, equipment used in the delivery of water, connections, mains and conduits, valves, and vaults, and including any necessary replacement of the Water Line or any portion of the Water Line, the parties shall meet at least annually to agree on a written repair and maintenance schedule. In the event the parties cannot agree on a repair and maintenance schedule, the Town shall undertake such repairs and maintenance as it deems necessary for the proper and efficient operation of the Water Line, and the District shall nonetheless be obligated to pay its Seventy five Percent (75%) Sixty-seven Percent (67%) share as outlined below. Unless the parties agree otherwise in writing, the Town shall be primarily responsible for the completion of the repairs and maintenance of the Water Line agreed to by the parties. The Town shall contract for all repairs and maintenance, and upon receipt of invoices shall forward copies of the same to the District. Within thirty (30) days after receipt of each invoice from the Town, the District shall pay Seventy five Percent (75%) Sixty-seven Percent(67%) of the amount of the invoice or shall provide written objections to any charges in the invoice. Section 7. The addresses for notice set forth in Paragraph 11 of the Agreement are hereby designated as follows: To Pioneer Regional: Pioneer Regional Metropolitan District 141 Union Bld. #150 Lakewood, Colorado 80228 Copy to: Pioneer Regional Metropolitan District Joel H. Farkas, President 9033 E. Easter Place, Suite 112 Centennial, Colorado 80112 Facsimile: (303) 987-2032 (00228513 DOC v:1 } 4 And copy to: McGeady Sisncros, P.C. 450 E. 17' Avenue, Suite 400 Denver, Colorado 80203 Facsimile: (303)592-4385 To Pioneer 3: Pioneer Metropolitan District No. 3 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Facsimile: (303) 987-2032 Copy to: McGeady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80203 Facsimile: (303)592-4385 To Town: .1'own of Keenesburg Attn: Mayor P. O. Box 312 Keenesburg, CO 80643 Facsimile: (303)732-0599 Copy to: Paul G. Anderson P. O. Box 50631 Colorado Springs, CO 80949 And copy to: Light, Kelly & Dawes, P.C. 1512 Larimer St., #300 Denver, CO 80202 Facsimile: (303) 298-1627 Section 8. Paragraph 14.b of the Agreement is hereby revised to read as follows (text to be added underlined; text to be deleted stricken): 14. Default, The failure of a party to this Agreement to perform or observe of any of the covenants, terms, or conditions of this Agreement shall be subject to the following terms and conditions. In addition to the foregoing, it shall also be an event of default hereunder subject to the terms and conditions below if any one of Pioneer Metropolitan Districts Nos. 2 through 5 exclude any property from its boundaries without the simultaneous inclusion of such property into one of the other Pioneer Metropolitan Districts Nos. 2 through 5, or if any one of Pioneer Metropolitan Districts Nos. 2 through 5 terminate the FFCO in whole or in part while the obligations to make payment under this Agreement are outstanding. (00228513.DOC v:I 5 b. Upon the occurrence of an Event of Default, the non-defaulting party will have the right to enforce its rights under this Agreement and any applicable law by such suit, action, or special proceedings as the party deems appropriate including, without limitation, specific performance of any covenant in this agreement; provided, however, if the Event of Default is the District's failure to make any payment of money, the Town shall have the additional remedy of terminating this Agreement and disconnecting or discontinuing the District's use of the Water Line by whatever means the Town finds necessary and appropriate, until such time as the payment is made by the District. Except as otherwise provided for herein, all rights and remedies of the parties may be exercised with or without notice, shall be cumulative, may be exercised separately, concurrently, or repeatedly, and the exercise of any such right or remedy shall not affect or impair the exercise of any other rights or remedy. Upon termination of this Agreement by the Town for nonpayment by the District, the District shall retain no rights in or to the Water Line. Section 9. Pursuant to Paragraph 17 of the Agreement: a. Assignment. Pioneer Regional hereby sells, assigns, conveys, transfers and grants to Pioneer 3 all of Pioneer Regional's right, title and interest in, to and under the Agreement. b. Assumption. Pioneer 3 hereby accepts all of Pioneer Regional's right, title and interest in, to and under the Agreement as of the effective date of this assignment. Pioneer 3 hereby ratifies the Agreement, as amended hereby, agrees to be bound by the Agreement, and assumes all of the duties, obligations and liabilities of Pioneer Regional accruing from and after the date hereof under and with respect to the Agreement. c. Release of Pioneer Regional. Town hereby consents to the assignment, and upon full execution of this First Amendment to and Assignment of Agreement, Pioneer Regional shall be released from any further liability, and Pioneer 3 shall be considered "the District" as that term is used in the Agreement. Section 10. Paragraph 20 of the Agreement is hereby revised to read as follows (text to be added underlined; text to be deleted stricken): 20. Term The term of this Agreement shall be perpetual, unless terminated y the Town pursuant to Section 14.6 or otherwise by mutual agreement of the parties. (00228513.DOc v,I ) 6 Section 11. Pioneer Regional and Pioneer 3 (each a "Covenanting District") hereby make the following warranties and representations to the Town, on which warranties and representations the Town is relying in the execution of this First Amendment to and Assignment of Agreement(the "First Amendment"): a. There is no action, suit, inquiry, investigation, or proceeding to which the Covenanting District is a party, at law or in equity, before or by any court, arbitrator, governmental or other board, body, or official that is pending or, to the best knowledge of the Covenanting District, threatened, in connection with any of the transactions contemplated by this First Amendment, the FFCO, or any other agreement related thereto that has been executed to finance or pay for, in whole or in part, operation or maintenance of the pipeline that is the subject of the Agreement, nor, to the best knowledge of the Covenanting District, is there any basis therefor, wherein an unfavorable decision, ruling, or finding could reasonably be expected to have material adverse effect on the validity or enforceability of, or the authority or ability of the Covenanting District to perform its obligations under, the Agreement as amended by this First Amendment, or the FFCO. b. The Agreement, as amended by this First Assignment, constitutes a legal, valid, and binding obligation of the Covenanting District, enforceable against the District in accordance with its terms. c. Pioneer 3 will take all actions necessary under the FFCO and any other agreements with District Nos, 1-2 and 4-6 and Pioneer Regional to ensure payments will be made to the Town when due as contemplated in the Agreement, as amended by this First Amendment. Section 12. Paragraph 16 of the Agreement is hereby amended to read as follows (text to be added underlined; text to be deleted stricken): 16. No Limitation on Sale or Agreements. By entering into this Agreement, neither the District nor the Town shall be limited or restricted from entering into other agreements or transactions for sale or lease of other water rights, including water line capacity. In addition, by entering into this Agreement, neither the District nor the Town shall be limited or restricted from entering into a sale (provided that it is not of all of the capacity granted to said party) or lease of capacity in the Water Line. No partial sale or lease of such party's capacity in the Water Line shall operate to relieve such party of any obligations hereunder and any such party utilizing capacity must be bound by all the terms and conditions of this Agreement. Further any third party shall coordinate and deal solely with the party from whom it is acquiring capacity and shall not have any rights to deal with the other party to this Agreement directly. Any party selling or leasing capacity in the Water Line shall be solely responsible for all actions and inactions of the party to whom it is selling or leasing capacity and such party shall give (00228513 DOC v:I ) 7 prior written notice to the other party prior to the use of any capacity in the Water Line by a third-party. IN WITNESS HEREOF, the parties execute this First Amendment to Agreement effective as of the date set forth above. TOWN OF KEENESBURG, COLORADO, a Colorado municipal corporation, acting by and through its Water Activity Enterprise By PGv► — Air,"*". Date: ,c--Jo— Danny Kipp, Mayor ATTEST: &la d CJii Date: 1101)2 Debra L. Chumley, Town Clerk STATE OF COLORADO ) J )ss. 1(�l COUNTY OF ) The foregoing instrument was acknowledged before me this 1O day of , 2012, by Danny Kip as Mayor and by Debra L. Chumley as Town Clerk of the n of Keenesburg, Colorado, a Colorado municipal corporation, acting by and through its Water Activity Enterprise. WITNESS my hand and official seal. DIANA L. EPPLE NOTARY PUBLIC STATE OF COLORADO My commission expires; O 11/15- My Commission Expires 10/11/15 (40-" , Public (00228513.DOC v:1 ) 8 PIONEER REGIONAL METROPOLITAN DISTRICT WATER ACTIVITY ENTERPRISE, a quasi-munic. rporation and political subdivision of the State of Colorado. By: -r'( Date: ' i(/1 It -Zia t v Name: IO[.I 1'• Farkas Title: President Attest: C) L�.. `0 �l 1 i ) � �tC Date: 1(,� c�CT)L Title: Secretary STATE OF COLORADO ) )ss. COUNTY OF WELD ) The foregoing instrument was acknowledged before me this ( day of kaki 2012, by Joel H. Farkas, as President and by Toni Serra, as Secretary of Pioneer Regional Metropolitan District Water Activity Enterprise, a quasi-municipal corporation and political subdivision of the State of Colorado. WITNESS my hand and official seal. My commission expires; P-1 1?Ol� ,`1``�,` f'`� CeAll#1444A' 5. ran �: � I, F� Y'• N' P U t3 .- • ��: 'k'rr)niiH1111 . {00228513.DOC v:1 } 9 PIONEER METI POI.ITAN DISTRICT NO. 3, a quasi-municipal corporation and political subdivision of e tate of Colorado. By: Date: la At 1 1 '2/Oki-- Name: 3oe l RtYtA,S Title: President cil Attest: rn Q/ ,,d Date: 5 / I j .2 Title: Assistant Secretary STATE OF COLORADO ) )ss. COUNTY OF WELD ) The foregoing instrument was acknowledged before me this Ph day of , 2012, by Joel H. Farkas, as President and by jean CID ta , as Assistant Seer tary of Pioneer Metropolitan District No. 3, a quasi-municipal corporation and political subdivision of the State of Colorado. WITNESS my hand and official seal. My commission expires; i)-?•14)0i5- Cbtm"di-K- 5' e U p-VAR Y' • N <� �•..... •.•o (00228513.OOC v.1 10 Hello