HomeMy WebLinkAbout20090405.tiffBOARD OF COUNTY COMMISSIONERS OF
WELD COUNTY, COLORADO
IN RE: APPEAL OF EXCLUSION OF CERTAIN REAL PROPERTY OWNED
BY RM, LIMITED LIABILITY COMPANY
JEFF HARE, MICK WELCH, ROD GANTENBEIN AND ANGIE POWELL,
APPELLANTS
v.
BEEBE DRAW FARMS METROPOLITAN DISTRICT NO. 1. and REI,
LIMITED LIABILITY COMPANY, APPELLEES
BRIEF OF BEEBE DRAW FARMS METROPOLITAN DISTRICT NO. 1
Paul R. Cockrel
Collins Cockrel & Cole
390 Union Boulevard, Suite 400
Denver, Colorado 80228-1556
Phone: 303-986-1551
Counsel for Beebe Draw Farms Metropolitan District No. 1
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2009-0405
TABLE OF CONTENTS
I. SUMMARY OF DISTRICT NO. 1'S RESPONSE 1
II. STATEMENT OF FACTS 1
III. COMPLIANCE WITH SERVICE PLAN 3
A. Board Has Full Discretion to Process Exclusions and such Adjustment of
Boundaries Is Not a Material Modification of Service Plan. 3
B. Amended IGA Is Not a Material Modification of Service Plan. 4
C. Dual District Structure Provides For a Balancing of Interests 6
D. Equal Taxation6
E. Issue of Compliance with Service Plan Is Ancillary to this Appeal of Exclusion7
IV. APPROVAL OF PETITION FOR EXCLUSION 7
A. Petition Was in Compliance with Statutory Requirements and Was Not Defective.
7
B. Appellants Failed to Provide Any Objection to Statutory Factors and Board's
Findings Are Supported by Record. 8
C. Record Supports Board's Findings That Exclusion of REI Property Satisfied All
Statutory Factors under §32-1-501(3), C.R.S9
1. Exclusion of REI property is in best interests of REI property, District
No. 1 and Weld County. 10
2. Relative cost and benefit to REI property from provision of District
No. 1's services. 10
3. Ability of District No. 1 to provide economical and sufficient service to
both REI property and all other properties within District No. 1. 11
4. Whether District No. 1 is able to provide services at a reasonable cost
compared with costs that would be imposed by other entities in
surrounding area. 11
5. Effect of denying Petition on employment and other economic
conditions in District No. 1 and surrounding area. 11
6. Economic impacts on region and on District No. 1, surrounding area
and State as a whole if Petition is denied12
7. Whether an economically feasible alternative service may be available.
12
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8. Additional cost to be levied on other property within District No. 112
D. Role of Board of County Commissioners 12
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I. SUMMARY OF DISTRICT NO. 1'S RESPONSE
The approval of the Petition to Exclude Property ("Petition") owned by REI,
Limited Liability Company ("REI" or "Petitioner") by the Board of Directors ("Board")
of Beebe Draw Farms Metropolitan District No. 1 ("District No. 1") complied with all
statutory requirements. No relevant evidence was presented in opposition to the
exclusion of the property. Furthermore, the Record of Proceedings ("Record") confirms
that the Board's decision was appropriate in light of the evidence and information before
the Board at the time of its decision. In addition, the Board's approval of the exclusion
and its simultaneous approval of the Amended and Restated Intergovernmental
Agreement ("Amended IGA") between District No. 1 and Beebe Draw Farms
Metropolitan District No. 2 ("District No. 2" and collectively, the "Districts" or
separately, a "District") were in full compliance with the Service Plan. The Board
believes that the exclusion and Amended IGA will enhance the services of both Districts
in full conformance with the Service Plan. After its own review of the record of
proceedings ("Record"), the Board of County Commissioners of Weld County ("BOCC")
should come to the same conclusion and approve the exclusion of the REI property from
District. No. 1.
II. STATEMENT OF FACTS
Appellants, four individuals out of all residents of District No. 1, appeal the
Board's decision to exclude certain property owned by REI, comprising of approximately
2,194 acres, none of which has been platted. All plated property owned by REI is located
in Filing 1, is unaffected by the exclusion, and remains within the boundaries of District
No. 1. In processing the Petition, the Board complied with all statutory requirements by
giving proper notice to residents, holding a public hearing, and evaluating the Petition in
light of the evidence presented to the Board. §32-1-501, et seq., C.R.S.
A public hearing was held on October 20, 2008, the public meeting was continued
for decision on November 3, 2008 at the District community center. Notices, including a
copy of the Petition and agenda items, were posted at least three days prior to each
meeting in three public locations within the District, and such notice was filed with the
Weld County Clerk and Recorder. (See "Notice and Agenda," Record of Proceedings,
October 20`h, item 1). Notice of the public hearing was also published in the Greeley
Tribune on October 14, 2008. (See "Proof of Publication," Record of Proceedings,
October 20th, item 2). All objectors were required to submit objections in writing to the
Board by noon on October 20, 2008. (See "Proof of Publication"). No written objections
were timely filed with District No. 1. Many residents attended the public hearing and the
continuation of the public meeting at which the Board made its final determination on the
exclusion.
At the public hearing on October 20th, Petitioner presented a power point
presentation addressing its reasons for requesting the exclusion, as well as how the
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exclusion complied with all requisite statutory factors. (See "REI Presentation," Record
of Proceedings, October 20th, item 5). In conjunction with the Petition, REI requested the
Board to consider amending the Intergovernmental Agreement dated August 8, 2001
("IGA") between District No. 1 and District No. 2 to address any issues resulting from
the exclusion. REI believed that a revision of the IGA would better clarify funding
priorities and ensure uniform taxation within the Districts. Residents were given full
opportunity to participate during the public comment period, including questioning of
REI's representatives and the District's counsel. Numerous questions were asked and
answered, but only one statement of concern was submitted at the hearing, and no
evidence in opposition to the exclusion was presented. District counsel discussed various
revisions that should be made to the IGA, if the Board were to decide to grant the
Petition. The Board deferred its final decision on the Petition to a subsequent meeting in
order to allow for revision of the IGA.
At the public meeting on November 3rd, the Board reviewed the proposed terms of
the Amended IGA. In addition, REI submitted a letter to the Board requesting
modification of the legal description set forth in the Petition. (See "Directors' Parcel
Letter", Record of Proceedings, November 3rd, item 4). More specifically, REI requested
that a 39 -acre parcel ("Directors' Parcel") be excepted from the legal description attached
to the Petition. The modification was requested pursuant to the Board's authority under
§32-1-501(4)(A)(I), C.R.S., because additional review of title work had revealed that the
Directors' Parcel was not entirely owned by REI.
After consideration of the Petition, the Petitioner's presentation, and the residents'
questions, as well as advice from its legal counsel and other evidence in the Record, the
Board (i) unanimously adopted a Resolution approving the Amended IGA (see
"Resolution," Record of Proceedings, November 3rd, item 11) and (ii) also unanimously
approved the Petition for Exclusion of the REI property except for the Directors' Parcel
and executed the Order for Exclusion by the Board ("Board Order"). (See, "Board Order
for Exclusion," Record of Proceedings, November 3rd, item 13). Approval of the
exclusion was conditioned on submittal of title work confirming REI's ownership of the
excluded property, which was subsequently provided. The decision was made by the
independent directors on the Board, including two residents. One director, who is
affiliated with REI, abstained from participating in both the public hearing as well as the
Board's final actions.
Pursuant to §32-1-501(4)(b), C.R.S., the District Court for Weld County approved
the Board Order excluding the REI property from District No. 1 on December 2, 2008
and the exclusion became effective on January 1, 2009. (See "Court Order of Exclusion,"
Record of Proceedings, Supporting Documents, item 6).
In accordance with its commitment to the Board, REI and the individual owners of
the Directors' Parcel submitted a Petition for Exclusion of the Directors' Parcel
("Directors' Parcel Petition") on December 23, 2008. (See, "Petition for Exclusion of
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Directors' Parcel," Record of Proceedings, Supporting Documents, item 7). A public
hearing on the Directors' Parcel Petition is scheduled for February 9, 2009.
III. COMPLIANCE WITH SERVICE PLAN
Appellants wrongfully assert that the exclusion of the REI property and the
Amended IGA are not in compliance with the Consolidated Service Plan ("Service Plan")
as previously approved by the BOCC in May 1999 and constitute material modifications
of the Service Plan. Under both the provisions of the Service Plan and the Special
District Act, the exclusion of the REI property does not constitute a material modification
of the Service Plan, and the Amended IGA is also in full compliance with the Service
Plan.
A. Board Has Full Discretion to Process Exclusions and such Adjustment
of Boundaries Is Not a Material Modification of Service Plan.
The Service Plan gives the Board full authority to change the boundaries of the
District by approving inclusions and exclusions without limitation. The Service Plan
states that the Board has "complete discretion to approve inclusions or exclusions without
processing an amendment of this Service Plan." (Service Plan, p. 10-11, § I(3)). As
such, the Service Plan fully contemplates and allows for the exclusion of any property,
regardless of size, from either District. The boundaries of the Districts were never
intended to be static. Appellants argue that "huge" exclusions are different somehow,
which demonstrates the weakness of their argument. If an exclusion of property had
some significant impact on the Districts' operations, then a compliance issue might be
presented. But Appellants have not shown any negative effect of the exclusion, much
less any significant negative effect. This issue is also addressed in Part IV hereof. And
the BOCC must keep in mind that because the Districts have overlapping boundaries with
respect to the exclusion area, all of the REI property excluded from District No. 1 is still
in District No. 2.
The specific intent of the Service Plan is to govern the interrelationship between
the Districts by dividing the provision of services and facilities between the Districts and
ensuring that residents of both Districts receive the same services and facilities. (Service
Plan, p. 6, §I(A)(1)). District No. 2 is to provide all services and facilities to all property
within the Districts. This was the requirement before the exclusion of the REI property
and the approval of the Amended IGA and remains so today. Nothing has changed in
that regard. As such, the specific size of each District is truly insignificant to the
implementation of the Service Plan. For many purposes, the Districts function as
consolidated entities in accordance with the terms of the Amended IGA as provided in
the Service Plan. Nowhere does the Service Plan limit the size of property that may be
excluded. The acreage of an exclusion really is immaterial. In addition, the Amended
IGA requires that the REI property be excluded from District No. 2 and re -included in
District No. 1 after being developed as specified in the Service Plan. (Amended IGA, p.
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12, §4.4 and Service Plan, p. 13, §I.(B)). Therefore, the REI exclusion is neither
permanent nor detrimental to the future of District No. 1 or the operations of the Districts.
REI simply has greater control over the development of its property during the land
planning and platting phases processed through the County, and the intent of the Service
Plan can be more easily implemented. There are no harmful, only beneficial effects of
this exclusion. (See Service Plan, p. 16, §II(A)).
Furthermore, the exclusion is not considered a material modification under the
Special District Act. The statutory definition of a material modification under §32-1-207,
C.R.S., is limited to any of the following four circumstances:
(1) A decrease in the level of services (not present here);
(2) A decrease in the financial ability of the district to discharge debt (not
present here as explained below);
(3) An addition to the type of services provided by the district (not present
here); or
(4) A decrease in the existing or projected need for organized services in the
area (again not present here).
The Record clearly shows that neither the exclusion nor the Amended IGA will
have any of the above effects on the Districts. First, the exclusion will have no effect on
the level of services, because those remain the same under the Amended IGA. Secondly,
the financial ability of District No. 1 to discharge its debt is not effected. Because §32-1-
503, C.R.S. requires that the excluded property remain subject to any existing bonded
indebtedness, the REI property will continue to be taxed for repayment of the District No.
1 bonds until they are paid off. In fact, the intent of both the exclusion and the Amended
IGA is to allow the Districts to generate the same taxes, to provide the same level of
services and facilities, and to implement the various provisions of the Service Plan, but to
do so more efficiently and economically to the residents of the Districts, without adding
or decreasing any services within the Districts' service area.
B. Amended IGA Is Not a Material Modification of Service Plan.
Appellants incorrectly contend that the Amended IGA constitutes a material
modification of the Service Plan. However, the Service Plan not only contemplates, but
requires, that the Districts enter into an intergovernmental agreement to clarify the
responsibilities and functions of each District. (Service Plan, p. 27-28, §V(A)). The
Service Plan intentionally left the specific terms of this intergovernmental agreement to
be worked out between the Districts. As with any contract, the IGA can be modified and
amended as deemed appropriate by mutual agreement of the Districts. County approval
of the intergovernmental agreement or any modification thereof is not required by the
Service Plan. The County did not review or approve the IGA, and it doesn't need to do
so with regard to the Amended IGA.
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Contrary to Appellants' general assertions, the Amended IGA fully and effectively
implements the terms of the Service Plan. Under the Service Plan, District No. 1
functions only as a taxing district responsible for raising revenue to pay the operating,
capital and debt service expenses of the Districts. (Service Plan, p. 6, §I(A)(1)). District
No. 2 does all new financing, constructs all new facilities, provides all services within the
service areas of the Districts, and raises other revenues as required to implement the
provisions of the Service Plan. This basic structure does not change under the Amended
IGA. District No. 1 remains as the primary taxing entity to discharge outstanding bonds
and will continue to impose a mill levy and remit revenues to District No. 2. (Amended
IGA, p. 11, §4.1(e)). The Amended IGA requires that the combined mill levy for all
property within the Districts not exceed 40 mills, which is consistent with the Service
Plan's limit of 50 mills. (Amended IGA, p. 6, §1.1(q); Service Plan p. 34, §VII). The
new mandate that District No. 2 impose an operating mill levy within its boundaries
identical to that of District No. 1 guarantees that properties in both Districts are treated
equally and fairly, as was the intent of the Service Plan. The supplemental mill levy of
District No. 2, together with the mill levy of District No. 1, will produce the same amount
of taxes that would have been collected formerly by District No. 1. No property within
either District is detrimentally effected.
Appellants wrongfully allege that District No. 1 will bear the cost of operations of
the Districts' facilities. However, under both the Service Plan and the Amended IGA, the
exact opposite is true. The Amended IGA does not change the effect of the finances and
operations of the Districts. Rather, the Amended IGA and the exclusion of the REI
property will encourage development of the area as contemplated in the Service Plan,
increasing the Districts' tax base and providing greater revenue for completing the public
infrastructure. Under the Service Plan, District No. 2 is responsible for administering and
operating both Districts, furnishing all services, and acquiring and installing all public
facilities and improvements needed to serve the Districts and their residents. (Service
Plan, p. 6, §I(A)(1)). The Amended IGA implements this responsibility by requiring
District No. 2 to maintain both current and future facilities at specified service levels.
The ability of District No. 2 to impose the supplemental mill levy will serve to ensure
that District No. 2 can meet its Service Plan obligation to furnish all services and acquire
and install all public facilities and improvements for use by residents of both Districts.
Although not originally contemplated, the Service Plan expressly authorizes District No.
2 to have a separate mill levy. (Service Plan, p. 10, §I(A)(3)). The Service Plan also
recognizes the principle that the Districts have "sufficient flexibility" under the Service
Plan to provide public services and facilities "under evolving circumstances" without
needing to seek amendments from the County. (See Service Plan, p. 16, §I(D)).
The Amended IGA also guarantees that residents of both Districts will be allowed
continued use of all amenities and public facilities without discrimination between the
areas of the Districts. (Amended IGA, p. 16, §5.4). As such, the Amended IGA does not
violate any provision of the Service Plan and actually serves to strengthen the
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relationship and cooperation between the Districts. The Amended IGA establishes a
committee composed of directors from District No. 1 (residents) and District No. 2
(developer) to work together in order to coordinate the activities of the Districts, to
implement the provisions of the Service Plan, and to discuss other management issues.
(Amended IGA, p. 16, §5.5).
C. Dual District Structure Provides For a Balancing of Interests
As discussed above, the Amended IGA enhances the contractual authority of the
Districts to work cooperatively and effectively in providing services and facilities for
their constituents. While the Districts may have somewhat different interests —
residential and development — the Service Plan and Amended IGA provide an
institutional structure by which those interests can be harmonized for the benefit of the
entire development. Why Appellants object to this with their legalistic arguments is
actually a mystery. Perhaps, it is because they do not represent the true interests of the
community as a whole.
With the recent resignation of three Board members and the appointment of three
additional resident directors, District No. 1 is now controlled entirely by residents, who
will ensure that the concerns and needs of all homeowners are considered and met. (See,
"Resignation Letters," Record of Proceedings, Supporting Documents, item 5). District
No. 2 is controlled by the developer, REI, whose interest is in continuing to move
forward in developing the unplatted property in District No. 2 as contemplated by the
Service Plan. The exclusion of the REI property and the Amended IGA have enabled the
Districts to achieve a better balance between the resident and developer interests, without
harming or diminishing the interests of either group, regardless of Appellants'
unsubstantiated contentions otherwise. The Service Plan and Amended IGA provide for
a very strong institutional structure and ensure that both Districts will continue to provide
the services and facilities required under the Service Plan. The County could expect no
more than that. As such, the Board believes that the Amended IGA is in compliance with
the Service Plan, actually enhances the specific requirements of the Service Plan, and in
no respect contravenes or materially modifies any provision of the Service Plan.
D. Equal Taxation.
The Service Plan requires that a "uniform" and "reasonable tax burdens all
properties." (Service Plan, p. 7, § I(A)(1).) The Service Plan leaves it up to the
"intergovernmental agreements between the Districts [to] assure that the property tax
levies remain reasonable and uniform throughout the Development." (Service Plan, p. 9,
§ I(A)(2)(b).) The Amended IGA does just this by specifying that the "total mill levy on
all property within the Districts is uniform." (Amended IGA, p. 4, § 1.1(j)-(i)).
Under the Amended IGA, both District No. 1 and District No. 2 may levy a
property tax. (Amended IGA, p. 4-5, § 1.1(.D-(i)). This change was necessary to remain
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in compliance with the Service Plan and ensure that the total mill levy remains uniform
and equal across both Districts. (Amended IGA, p. 4, § 1.10)). There is no practical
change in the mill levy. Taxes will be neither increased nor diminished. The property in
District No. 1 will continue to be taxed at the same rate and application as previously, and
the property in District No. 2, including the REI property excluded from District No. 1,
will also be taxed at the same effective mill levy rate as the properties in District No. 1.
Therefore, the Amended IGA complies with the Service Plan because the same level of
taxation will uniformly burden all property, the rate and application of the mill levy will
remain the same, and the only change is to the process of levying taxes by each District,
rather than one District. Nothing in the Service Plan prohibits this, nor does the Special
District Act restrict this. No taxpayer will be adversely effected. And all tax revenue
will be used for the same purposes as before the exclusion.
E. Issue of Compliance with Service Plan Is Ancillary to this Appeal of
Exclusion.
Finally, the issue of compliance with the Service Plan is only marginally relevant
to the BOCC's involvement in this statutory appeal under §32-1-501(5)(b), C.R.S., which
is to review the Board's decision to exclude the REI property. This compliance issue is
addressed here only because Appellants have imbedded the issue in so many of their
arguments. But then Appellants have little else to argue, given that the Board of each
District and those residents attending the public hearing had no substantive objections to
the exclusion of the REI property. If the BOCC concurs with the Districts that neither the
exclusion of the REI property nor the Amended IGA constitute a material modification to
the Service Plan, the BOCC does not need to conduct further hearings or take further
action to address the compliance issue and can move on to make a final determination
regarding the statutory appeal of the exclusion itself.
IV. APPROVAL OF PETITION FOR EXCLUSION
Appellants contend that the exclusion should not have been granted because (i) the
petition was defective, and (ii) the Board erred in its findings that the exclusion complied
with certain statutory requirements. However, the Record supports the Board's review
and approval of the exclusion, and Appellants' procedural arguments are specious and
overly legalistic.
A. Petition Was in Compliance with Statutory Requirements and Was Not
Defective.
Appellants argue that the exclusion was invalid because the Board modified the
legal description of the excluded property from the legal description in the Petition at the
request of the Petitioner. Appellants base their argument on the requirement under §32-
1-501(1), C.R.S., that 100% of the fee owners of the property must sign the petition for
exclusion. Appellants overlook the fact that at the time the Petition was filed, both the
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Petitioner and the Board believed that REI was the sole fee owner of the property
described in the Petition for Exclusion. When that mistake was revealed by additional
title work, the problem was remedied by deleting the 39 -acre Directors' Parcel (which
had other ownership interests) from the larger REI acreage of approximately 2260 acres.
The Special District Act specifically authorizes the Board to grant the exclusion of all or
"any portion thereof' of the property described in the Petition. §32-1-501(2), C.R.S. The
statute does not limit the time at, or the reasons for which the Board may modify the legal
description of the subject property. The Board had full authority to allow Petitioner to
correct the legal description of its property here. The Board could have done so
unilaterally. REI actually had an ownership interest in the Directors' Parcel; it simply did
not have a 100% interest as required by statute. There was no good reason to restart the
exclusion proceedings, no due process or notice rights were affected, and all of the
owners of the Directors' Parcel eventually signed the Directors' Parcel Petition
confirming their consent to the exclusion of this parcel.
The Directors' Parcel represents a small portion of the entire legal description and
excepting it from the Petition did not affect the Board's analysis of the statutory factors
discussed below. Appellants assert that Petitioner should have resubmitted the Petition
and that a new public hearing be held. However, such action is an unnecessary
expenditure of the Petitioner's and District's resources and serves no useful purpose. In
addition, the Petitioner's intent was to petition for exclusion of the Directors' Parcel as
soon as all owners could be contacted and signatures obtained. (Directors' Parcel Letter,
p. 1). On December 23, 2008, REI and the individual directors submitted a petition for
exclusion of the Directors' Parcel. A public hearing will be held on the Directors' Parcel
Petition for exclusion in accordance with statutory requirements.
Appellants also argue that the Petition was defective because Petitioner did not
submit a deposit of money. However, the Board did not require such a deposit prior to
the public hearings because REI agreed in the Petition and at the public hearing to pay all
actual costs of the proceeding. (See Transcript of Public Hearing, p. 49.) REI actually
paid directly the transcription costs of the public hearing and has been billed for certain
publication and recording costs, and other expenses will be billed to REI as soon as an
accurate total of such costs can be determined. Appellants have no substantive argument
to make here and instead make much to do about the "deposit". If the Board had set the
deposit requirement at $1, then the deposit requirement would have been satisfied by
monies already spent by the Petitioner on these proceedings. The Districts will be out no
expenses, because REI has agreed to pay all expenses, and District No. 1 has numerous
statutory powers to collect any delinquent amount. Further, the BOCC has no legal
authority to even consider this issue. See §32-1-501(5)(b)(II), C.R.S.
B. Appellants Failed to Provide Any Objection to Statutory Factors and
Board's Findings Are Supported by Record.
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There are a total of eight statutory factors that must be considered before granting
or denying a petition for exclusion of property from a special district. §32-1-501(3),
C.R.S. REI addressed each of the eight factors in its presentation before the Board at the
public hearing. (REI Presentation, p. 14-16). The Record fully supports the Board's
findings on these factors. Prior to this appeal, neither Appellants nor any other person
presented any substantive evidence or testimony that the exclusion failed to meet any of
the statutory factors.
The Appellants submitted two letters expressing concern about the effect of the
exclusion, however neither provided specific evidence relating to the statutory factors.
At the public hearing, an Appellant presented a "Letter From Concerned Residents"
which expressed a general level of concern about the exclusion and asked the Board to
consider the economic impact of the exclusion (See, "Letter of Concern," Record of
Proceedings, October 20th, item 6). No specific economic concerns were identified at the
public hearing. The Letter of Concern was purportedly supported by a number of
residents of the District, but only listed names of some District residents and had no
signatures to confirm real support. Economic impacts were thoroughly discussed at the
public hearing. (See Transcript of Public Hearing, pp. 24-31, 39, 51-54, 58-59, 74-77
and 90-91). Similarly, at the continued meeting on November 3rd and after the public
hearing had been closed, Appellants presented a letter from their attorney. (See, "Letter
from Richard N. Lyons," Record of Proceedings, November 3rd, item 5). But this letter
failed to raise specific objections or present substantive evidence for the Board's
consideration and instead focused on the more general issue of compliance with the
Service Plan. However, issues about compliance with the Service Plan are not relevant to
the eight statutory factors that the Board had to consider and were therefore not relevant
to the Board's evaluation of the Petition. Appellants had ample opportunity to submit
evidence and present substantive objections as to any adverse impacts, which they failed
to do.
In addition, neither letter complied with the requirement that any written objection
be filed by noon on October 20, 2008 as provided in the public hearing notice, and both
are inadmissible as an official written objection. Failure to make such a written objection
constitutes an assent to the exclusion. §32-1-501(2), C.R.S. Furthermore, at no time did
Appellants officially object to the exclusion, either in writing or at the public hearing. As
such, many of Appellants arguments are new and outside of the information presented to
the Board at the public hearing. In accordance with §32-1-501(4)(A)(I), C.R.S., the
Board had to consider only the information presented at the public hearing and discussed
at the public meeting. The BOCC is controlled by this same rule. §32-1-501(5)(b)(II),
C.R.S.
C. Record Supports Board's Findings That Exclusion of REI Property
Satisfied All Statutory Factors under §32-1-501(3), C.R.S.
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Both the Board and the BOCC must apply the evidence presented at the public
hearing to determine whether the eight statutory factors in §32-1-501(3), C.R.S., are met.
No dissenting or contravening evidence was presented by Appellants to support their
argument that the exclusion should be denied. All evidence before the Board, and now
available to the BOCC, supports the decision to exclude the REI property from District
No. 1.
1. Exclusion of REI property is in best interests of REI property,
District No. 1 and Weld County.
The exclusion of the REI property ensures that the improvements and
facilities contemplated in the Service Plan will be built efficiently. (REI Presentation, p.
14). Currently, only a small portion of the planned development has been built.
Residents of District No. 1 benefit from unique public improvements already in place,
including a marina, riding and walking trails, swimming pool, playground, community
center, and outdoor riding arena. (REI Presentation, p.10). However, the Service Plan
contemplates additional public improvements, including a major equestrian center,
basketball and tennis courts, a putting green, additional playgrounds and playing fields,
and a cross-country riding arena. (REI Presentation, p. 11). These essential public
facilities and improvements still need to be built to fulfill the vision of the Service Plan.
(Service Plan, p. 21-25). The timely development of these facilities and improvements is
in the best interests of the current and future residents of District No. 1, who will benefit
from these public improvements.
The exclusion ensures such development will occur by allowing District
No. 2 to impose a separate mill levy on the excluded property. (Amended IGA, p. 15-16,
§ 5.3-5.4). If the developer has control over the unplatted land, it can proceed with its
development plans, subject to all land use regulations of the County, increasing the
Districts' tax base in the process and simplifying any necessary financing of public
infrastructure, with no impact on District No. 1 residents. The Amended IGA requires
District No. 2. to use these funds to build -out the public infrastructure, therefore avoiding
any unnecessary delays in developing the excluded (unplatted) property and other
facilities for use by residents of District No. 1. (Amended IGA, p. 13, §5.1).
Construction and development create jobs, promote sales and increase the tax base that
benefit both the immediate area as well as Weld County as a whole. (REI Presentation,
p. 14).
2. Relative cost and benefit to REI property from provision of
District No. 1's services.
Exclusion of the REI property is less costly than having the REI property
remain in District No. 1. (REI Presentation, p. 14). Prior to the exclusion, all taxable
property was solely in District No. 1. The exclusion clearly delineates the boundary lines
between the developed and platted property, which all will remain in District No. 1, and
{00153828.DOC / 2)
10
the undeveloped property, which is now entirely in District No. 2. The costs of funding
improvements to the REI property is now placed on District No. 2, and with the levy of a
separate property tax in District No. 2, the ability of the Districts to finance public
improvements. (REI Presentation, p. 14). In addition, the Districts will be able to
establish a reserve for repayment of District No. 1's general obligation bonds, finance all
of the public improvements set forth in the Service Plan, and repay costs of construction
and other obligations. (See Amended IGA, p. 13). These funding priorities are
accomplished without any additional cost to District No. 1.
3. Ability of District No. 1 to provide economical and sufficient
service to both REI property and all other properties within District No. 1.
Exclusion of the REI Property does not hinder the ability of District No. 1
to provide services, nor does the exclusion increase the cost of providing services. (REI
Presentation, p. 15). While legally separate, District No. 1 and District No. 2 work
together as contemplated under the terms of the Service Plan and Amended IGA to assure
that services are provided to all properties and a property tax is imposed uniformly across
both Districts. (Transcript of Public Hearing, p. 25). The Districts will continue to
operate cooperatively and jointly to provide services to both Districts as required by the
Service Plan. Exclusion of the REI property from District No. 1 does not create a greater
tax burden on any of the remaining properties in District No. 1. The District No. 1 mill
levy will be the same, and the REI property will be subject to the same mill levy rate as
the properties in District No. 1. Nor does the exclusion create a greater burden on
District No. 1 in providing services, because District No. 2 must provide such services
using in part revenues available from the uniform operating mill levy of each District.
4. Whether District No. 1 is able to provide services at a reasonable
cost compared with costs that would be imposed by other entities in surrounding
area.
The Service Plan recognizes that District No. 2 will provide all services
within the Districts. District No. 2 is able to provide services more efficiently and at a
lower cost than if the REI Property remained in District No. 1 or was served by some
other entity. (REI Presentation p. 15). The exclusion allows District No. 2 to impose its
own mill levy, and to use a portion of those funds to provide the public improvements to
the REI property and the properties in District No. 1. (Amended IGA, p. 13-14, § 5.1).
No other entity is available to provide the services furnished by District No. 2.
5. Effect of denying Petition on employment and other economic
conditions in District No. 1 and surrounding area.
Exclusion of the REI Property will have a positive impact on employment
by encouraging development, promoting sales and creating jobs in the construction field.
(00153828.DOC / 2)
11
(Transcript of Hearing, p. 26; REI Presentation p. 15). Denial of the Petition forces the
Districts to maintain at the status quo, which is minimal and inefficient build -out.
6. Economic impacts on region and on District No. 1, surrounding
area and State as a whole if Petition is denied.
Again, the exclusion facilitates the completion, operation, and maintenance
of the public improvements in the Districts, which encourages job growth, increases the
Districts' tax base and positively affects the economy of the surrounding area, Weld
County, and the State as a whole. (REI Presentation, p. 16). Denial of the Petition does
nothing to encourage the build -out of the development, may actually impede
development (because of legal disputes with disaffected residents, such as Appellants),
and would have no positive economic impact.
7. Whether an economically feasible alternative service may be
available.
The more economically feasible alternative services are provided by
District No. 2 in financing the construction, operation, and maintenance of the public
improvements. (REI Presentation, p. 16). District No. 1 is not currently able to provide
for these services in a timely, efficient manner. The exclusion facilitates providing these
services both to the REI property and properties within District No. I without any
additional financial burden to District No. 1. District No. 2 is required to provide
services in compliance with the terms of the Service Plan. A material modification of the
Service Plan would have to be processed for any other alternative.
8. Additional cost to be levied on other property within District
No. 1.
The exclusion does not create any additional costs to the properties within
District No. 1. (REI Presentation, p. 16; Transcript of Proceedings, p. 26-27). The
maximum mill levy that can be imposed on properties within District No. 1 remains the
same at 40 mills. (Amended IGA, p. 6, § 1.1(q)).
D. Role of Board of County Commissioners
The Board's findings were based on evidence presented at the public hearing on
October 20th and after further deliberations of the Board on November 3rd. Appellants
presented no dissenting or contravening evidence that would have allowed the Board to
deny the petition. Appellants now ask the BOCC to determine whether the Record
supports the exclusion of the REI property from District No. 1 in accordance with the
statutory factors set forth in §32-1-501(3), C.R.S.
In reviewing the Board's decision to exclude the REI Property, the BOCC must,
like the Board, consider only the information before the Board at the time of its decision.
{00153828.DOC / 2) 12
In essence, the BOCC must make a determination as if the BOCC were present at the
public hearing and only had the information presented by the Petitioner and heard in the
question and answer discussions before the Board as set forth in the Record. The BOCC
should disregard the Appellants new and extraneous arguments and evaluate the Petition
based on the statutory factors and the evidence before the Board as set forth in the
Record.
The Board is hopeful that the BOCC's review of the Record and the arguments
presented by the District and the Petitioner will lead to a determination that the exclusion
was both appropriate and necessary and should be granted.
Respectfully submitted this 23'1 day of January, 2009.
Collins Cockrel & Cole, P.C.
By: aic 4
Paul R. Cockrel
Attorney for Beebe Draw Farms
Metropolitan District No. 1
{00153828.DOC / 2}
13
EXHIBIT A
RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF THE
AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT
{00153828.DOC / 2}
14
RESOLUTION OF BOARD OF DIRECTORS OF BEEBE DRAW FARMS
METROPOLITAN DISTRICT NO. 2 APPROVING EXCLUSION OF REAL
PROPERTY FROM BEEBE DRAW FARMS METROPOLITAN DISTRICT
NO. 1 AND APPROVING AND AUTHORIZING EXECUTION OF AMENDED
AND RESTATED INTERGOVERNMENTAL AGREEMENT AND RELATED
DOCUMENTS
WHEREAS, on or about October 7, 2008, REI, LIMITED LIABILITY
COMPANY, a Wyoming Limited Liability Company, filed a Petition (the "Petition")
with the Beebe Draw Farms Metropolitan District No. 1 ("District No. 1") requesting that
District No. 1 exclude the real property described in the Petition as amended (the
"Property") from District No. 1, a copy of which Petition as amended is attached hereto
as Exhibit A and incorporated herein by this reference; and
WHEREAS, the Property is also located within the boundaries of the Beebe Draw
Farms Metropolitan District No. 2 ("District No. 2"); and
WHEREAS, District No. 1 and District No. 2 (together, the "Districts") were
organized pursuant to a Consolidated Service Plan dated May 1999 and approved by the
Board of County Commissioners of Weld County on July 21, 1999 (the "Service Plan");
and
WHEREAS, the Districts are parties to an Intergovernmental Agreement dated
August 8, 2001, as amended March 4, 2004 (the "IGA"), which will be further amended,
restated and superseded by the Amended and Restated IGA (as defined herein); and
WHEREAS, under the Service Plan, the Districts have complete discretion to
approve the inclusion and exclusion of property into and out of the boundaries of their
respective District; and
WHEREAS, the IGA requires the prior written approval of District No. 2 prior to
District No. 1's granting of any exclusion of property from its boundaries.
NOW, THEREFORE, be it resolved by the Board of Directors of District No. 2
that:
1. The Property is currently within the boundaries of District No. 2, and
District No. 2 will provide services to the Property more efficiently and therefore for less
cost.
2. Exclusion of the Property is in the best interests of the Property and the
Districts as it facilitates the financing, construction, operation and maintenance of the
Public Improvements in accordance with the provisions of the Service Plan and the
Amended and Restated IGA.
)00140119.DOC I)
3. The Board of Directors hereby approves the exclusion of the Property from
the boundaries of District No. 1, subject to the execution of an Amended and Restated
Intergovernmental Agreement between the Districts, the near final form of which is
attached hereto as Exhibit B (the "Amended and Restated IGA") and is incorporated
herein by this reference, and which sets forth those amendments necessitated by the
exclusion of the Property to assure the implementation of the Service Plan and the
financing, construction, operation and maintenance of the Public Facilities, and subject to
any other conditions to exclusion that may be imposed by District No. 1 necessary to
effectuate the implementation of the Service Plan and the financing, construction,
operation and maintenance of the Public Improvements.
4. The Amended and Restated IGA is hereby approved, and the President and
Secretary of the District are hereby authorized to execute (i) the Amended and Restated
IGA, including any revisions thereto which do not materially change the terms or
understandings set forth therein, and (ii) any deeds or conveyance documents necessary
to effectuate the teens thereof.
APPROVED AND ADOPTED by the Board of Directors of Beebe Draw Farms
Metropolitan District No. 2 on this 3m day of November, 2008.
BOARD OF DIRECTORS OF BEEBE
DRAW FARMS METROPOLITAN
DISTRICT
By
(00140119.DOC /E
2
Secretary
EXHIBIT A
REI, Limited Liability Company Petition for Exclusion
(0014011913OC/I
PETITION FOR EXCLUSION
In accordance with Section 32-1-501(1), C.R.S., the undersigned, REI LIMITED
LIABILITY COMPANY, a Wyoming limited liability company (the "Petitioner"), does hereby
respectfully petition the Beebe Draw Farms MetropolitanDistrict.No. 1 ("District"), acting. by
u its o o vectors o r exc usion o real property —from the
tuxuidarir-s_of.the_Distrietanhia^r to the coed' ions desc$bedi herein (thr ``F.x lc Lion„)• --
The Petitioner represents to the District as follows:
1. The land to be excluded consists of approximately 2,266.118 acres situate in the
County of Weld, State of Colorado and is legally described on Exhibit A attached hereto and
incorporated herein by this reference (the "Property"), and, at present, constitutes a portion of the
District.
2. The Petitioner is the fee owner of one hundred percent (100%) of the Property and
no other person(s), entity or entities own(s) an interest in the Property except as beneficial
holde(s) of encumbrances.
3. The Petitioner hereby assents to the exclusion of the Property from the boundaries
of the District and to the entry of an Order in the District Court, County of Weld, State of
Colorado (the "Court"), excluding the Property from the boundaries of the District. The
Petitioner acknowledges that there shall be no withdrawal of the Petition from consideration by
the Board after publication of notice of the hearing therefore, without the Board's consent.
4. If requested by the Petitioner, the District and the Petitioner shall enter into an
Exclusion Agreement which addresses the conditions of the exclusion and the conditions upon
which the order of exclusion will be recorded with the Weld County Clerk and Recorder.
5. The Petitioner agrees that it will pay, or cause to be paid, the fees incurred by the
District, if any, for the Exclusion if this Petition is accepted, including the costs of publication of
appropriate legal notices and legal fees and costs incurred by the District in connection with the
Exclusion of the Property.
The Petitioner hereby requests that the Board approve the Exclusion of the Property from
the boundaries of the District and that the District file a motion with the Court requesting that an
Exclusion Order be entered, stating that from and after the effective date of the Exclusion Order,
the Property shall not be liable for bonded indebtedness, assessments or other obligations of the
District which may be incurred after the effective date of the Order.
{00132502.D0C v:11
Signed this % tildayof September, 2008.
REI LIMITED LIABILITY COMPANY, a
Wyoming limited liability company
Address of Petitioner:
3Cot0 5, L . ., Su$t7(3O
En.gietuctidi "f CO &M?.
STALn(is COLORADO
CO OF
trig
an
) ss.
The foregoing instrument was acknowledged before me this /7e'' day of September,
2008, by Christine Hethcock, as Manager of REI LIMITED LIABILITY COMPANY, a
Wyoming limited liability company.
Witness my hand and official seal.
My commission expires: a -/.2-O7
(00132502.DOC r:l) 2
EXHIBIT A
Legal Description of Property
(00132302.DOC v:1)
Beebe Draw Filing 2 Legal Description:
Legal Description of a parcel of land being a portion of that certain parcel of land described on the
boundary survey recorded April 12, 1995 in Book 1487, Page 123 under Reception No. 2433894 on file in
---. --.._-the-o ce-o- unty,- 4ituate-m- Irons ,- ,. ,- .. s ... ,
Township 3 North, Range- 65 -West -of .the -6,- Principal - dderidian-being-more-particularly-described-as
-follows:
Beginning at the Southwest Cotner of said Section 8 and considering the West line of said Section 8 as
bearing North 00°09'35" West and with all bearings contained herein relative thereto; thence along said
West line North 00°09'35" West 1994.84 feet to a point on the Southerly line of the corrected first filing
plat of Beebe Draw Farms and Equestrian Center recorded December 13, 1989 in Book 1251 under
Reception No. 02200074 according to the plat on file in the office of the Clerk and Recorder, said County;
thence along the boundary of said plat the following 53 courses and distances; South 73°10'00" East
888.37 feet; thence South 16°50'00" West 153.46 feet; thence South 46°50'08" East 749.22 feet; thence
North 55°46'07" Bast 97.84 feet; thence South 46°59'23" East 1326.17 feet; thence North 83°33'14" East
694.12 feet; thence North 32°48'49" East 257.46 feet to a point on a curve concave to the Northeast having
a central angle of 21°56'45" and a radius of 993.66 feet; a radial line passing through said point bears
South 31°0732" West; thence Southeasterly along the arc of said curve 380.60 feet to the end of said
curve; thence tangent from said curve South 80°49'12" East 169.63 feet to the beginning of a tangent
curve concave to the Southwest having a central angle of 26°11'26" and a radius of 1221.67 feet; thence
Southeasterly along the arc of said curve 558.44 feet to the end of said curve; thence tangent from said
curve South 54°37'46" East 70.54 feet; thence North 35°22'14" East 150.48 feet; thence North 85°4029"
East 507.75 feet; thence South 87°32'47" East 399.71 feet; thence South 78°20'53" East 391.38 feet;
thence North 13°54'57" West 1387.81 feet; thence South 88°16'34" East 17032 feet; thence South
37°13'43" East 1250.00 feet; thence South 62°09'58" East 450.00 feet; thence South 79°40'14" East
400.00 feet; thence South 75°25'39" East 450.00 feet; thence North 89°41'05" East 398.67 feet; thence
North 00°22'03" East 470.01 feet; thence South 89°41'05" West 50.00 feet; thence North 00°22'04" East
495.00 feet; thence North 89°37'55" West 91.83 feet; thence North 42°24'27" West 646.46 feet thence
North 72°26'31" West 54.60 feet thence North 17°1709" West 20735 feet; thence North 00°16'43" East
348.60 feet; thence North 12°04'51" West 380.71 feet; thence North 06°35'57" West 425.17 feet; thence
North 41°32'24" West 327.37 feet; thence North 31°19'19" West 302.66 feet thence North 23°33'38"
West 293.98 feet; thence North 20°5625" West 650.00 feet; thence North 34°55'56" West 423.91 feet;
thence North 52°36'54" West 357.78 feet to a point on the South right-of-way line of Beebe Draw Farms
Parkway; thence along said South right-of-way line the following three courses and distances; South
37°23'06" West 155.00 feet to the beginning of a tangent curve concave to the Northwest having a central
angle of 28°09'58" and a radius of 1141.35 feet; thence Southwesterly along the arc of said curve 561.08
feet to the end of said curve; thence tangent from said curve South 65°33'04" West 266.94 feet; thence
North 24°26'46" West 100.00 feet; thence North 46°08'35 West 1117.27 feet thence South 74°02'57"
West 850.00 feet to a point on a curve concave to the Southwest having a central angle of 21°01'08" and a
radius of 986.23 feet; a radial line passing though said point bears North 62°51'38" East; thence
Northwesterly along the arc of said curve 361.80 feet to the end of said curve; thence tangent from said
curve North 48°09'30" West 225.00 feet; thence South 4190'30" West 235.00 feet to the beginning of a
tangent curve concave to the Southeast having a central angle of 20°43'40" and a radius of 225.00 feet;
thence Southwesterly along the arc of said curve 81.40 feet to the end of said curve; a radial line passing
through said end of curve bears North 68°53'10" West; thence departing said curve North 68°53'10" West
1
450.00 feet; thence South 38°50'00" West 331.13 fret; thence North 72°28'I1" West 508.22 feet; thence
South 86°32'30" West 1532.88 feet; thence South 89°50'25" West 200.00 feet to a point on the West line
of said Section 8; thence departing said corrected first filing plat of Beebe Draw Frames and Equestrian
Center and along said West line of said Section 8 North 00°09'35" West 206.16 feet to the Northwest
Comer of said Section 8; thence along the West line of the Southwest Quarter of said Section 5 North
00°25'20" West 2654.03 feet to the West Quarter Corner ofsaid Section 3; thence along the West line of
—the Northwest Quark-of-said-Seedon-5-North-00-°-.2at-1327.27 Art to-the_Southwest-Comerofthe
.-Nordr-Half-ofUw Northwest Quarter -Quaid -Station fr dienee•alentThe-Seutb lineekhe"Northaalf-of-the
Northwest Quarter of said Section 5 North 89°44'21" East 2631.31 feet to the Southeast Corner of the
North Half of the Northwest Quarter of said Section 5; thence along the South line of the Northwest
Quarter of the Northeast Quarter from said Section 5 North 89°44'21" East 1331.58 feet to the Southeast
Quarter of the Northwest Quarter of the Northeast Quarter of said Section 5; thence along the East line of
the Northwest Quarter of the Northeast Quarter of said Section 5 North 00°38'58" West 1325.38 feet to the
Northeast Corner of the Northwest Quarter of the Northeast Quarter of said Section 5; thence along the
North line of the Northeast Quarter of said Section 5 North 89°39'41" East 1333.17 feet to the Northeast
Corner of said Section 5; thence along the North line of the Northwest. Quarter of said Section 4 North
89°45'43" East 2638.09 feet to the North Quarter Corner of said Section 4; thence along the North line of
the Northeast Quarter of said Section 4 North 89°2430" East 805.01 feet; thence departing said North line
South 40°03'54" East 9.61 feet; thence South 10°09'16" West 45.49 feet; thence South 27°0156" West
281.98 feet; thence South 35°02'52" West 129.95 feet; thence South 46°24'35" West 113.95 feet; thence
South 67°56'11" West 114.41 feet to the beginning of a tangent curve concave to the Southeast having a
central angle of 43°14'52" and a radius of 210.00 feet; thence Southwesterly along the arc of said curve
158.51 feet to the end of said curve; thence tangent from said curve South 24°41'19" West 39.72 feet to
the beginning of a tangent curve concave to the Southeast having a central angle of 68°10'08" and a radius
of 217.23 feet; thence Southeasterly along the arc of said curve 258.45 feet to the end of said curve; thence
tangent from said curve South 43°28'49" East 159.97 feet to the beginning of a tangent curve concave to
the Southwest having a central angle of 48°38'11" and a radius of 81.88 feet; thence Southwesterly along
the arc of said curve 69.51 feet to the end of said curve; thence tangent from said curve South 05°0921"
West 19.20 feet to the beginning of a tangent curve concave to the Northwest having a central angle of
25°5(10" and a radius of 260.90 feet thence Southwesterly along the arc of said curve 117.95 feet to the
end of said curve; thence tangent from said curve South 31°03'31" West 130.58 feet; thence South
09°40'49" West 95.26 feet; thence South 03°11'34" East 116.07 feet to the beginning of a tangent curve
concave to the Northeast having a central angle of 36°30'36" Bast and a radius of 180.24 feet; thence
Southeasterly along the arc of said curve 114.85 feet to the end of said curve; thence tangent from said
curve South 39°42'10" East 116.57 feet to the beginning of a tangent curve concave to the Northeast
having a central angle of 45°22'31" East and a radius of 114.82 feet thence Southeasterly along the arc of
said curve 90.93 feet to the end of said curve; thence tangent from said curve South 85°04'41" Bast 170.71
feet to the beginning of a tangent curve concave to the Southwest having a central angle of 68°29'30" and
a radius of 126.33 feet; thence Southeasterly along the arc of said curve 151.02 feet to the end of said
curve; thence tangent from said curve South 16°35'11" East 120.95 feet to the beginning of a tangent
curve concave to the West having a central angle of 25°35'07" and a radius of 440.41 feet; thence
Southwesterly along the arc of said curve 196.66 feet to the end of said curve; thence tangent from said
curve South 08°59'57" West 101.24 feet to the beginning of a tangent curve concave to the Northeast
having a central angle of 59°32'10" and a radius of 242.34 feet thence Southeasterly along the arc of said
curve 251.82 feet to the end of said curve; thence tangent from said curve South 50°32'12" East 97.62 feet;
thence North 89°31'48" East 283.17 feet thence South 31°18'26" East 113.96 feet; thence South
58°32'01" West 57.39 feet; thence South 31°27'59" East 522.19 feet; thence South 10°25'00" Bast 99.33
feet; thence South 33°44'57" East 157.31 feet; thence South 51°33'07" West 95.52 feet; thence South
2
00°23'23" East 177.92 feet; thence South 10°18'08" Bast 78.26 feet; thence South 30°46'04" East 152.46
feet; thence South 47°55'59" East 265.05 feet; thence South 37°5827" West 164.42 feet; thence South
06°08'57" West 239.20 feet; thence South 33°32'01" East 129.62 feet; thence South 74°20'38" Bast
218.49 feet; thence South 21°05'43" East 136.12 feet; thence South 05°34'34" East 216.02 feet; thence
South 40°38'47" East 130.48 feet; thence South 06°37'24" West 112.76 feet; thence South 13°34'05" Bast
59.67 feet; thence South 35 '1 t 13 . eet; ou eet; ence
South -72°02'53" Bast 149.26 feet -thence -Sough -2 ° „ ° „ t _
122:55=feet;-thane-Saab 1s08NdakBast.16824-f thane South-35°SFi26"-East 144,84-heti-thence
South 52°48'46" East 145.60 feet; thence South 53°35'11" East 274.60 fat; thence South 01°31'42" West
75.03 feet; thence South 30°0325" West 263.26 feet; thence South 06°03'06" East 282.44 feet; thence
South 25°15'38" East 337.55 fat; thence South 23°51'00" East 264.59 feet; thence South 29°30'32" East
174.35 feet; thence South 37°11'17" East 96.99 fat; thence South 52°03'02" East 69.68 fat; thence
South 55°31'03" East 148.65 feet; thence South 16°11'28" East 138.93 feet; thence South 42°52'22" East
177.69 feet; thence South 25°09'33" East 155.19 feet; thence South 24°47'22" East 180.62 feet; thence
South 36°43'50" East 146.03 feet; thence South 25°08'32" West 111.15 feet; thence South 02°01'46" East
227.19 feet; thence South 20°03'30" East 193.90 feet; thence South 12°32'52" East 346.85 feet thence
South 10°22'25" West 264.13 feet; thence South 05°07'51" West 157.19 feet; thence South 32°3742"
West 220.12 fat; thence South 19°19'50" West 268.66 fee; thence South 38°04'09" West 284.92 feet;
thence South 79°43'19" West 714.61 feet; thence South 24°52'21" West 224.67 feet; thence South
07°13'48" East 37.52 feet to a point on the South line of said Section 10; thence along said South line
South 89°28'30" West 283.01 feet to the Northeast Corner of said Section 9; thence along the South line of
said Section 9 South 89°41'18" West 5121.15 feet to the Northeast Comer of said Section 17; thence along
the East line of said Section 17 South 00°3021" East 5282.59 feet to the Southeast Corner of said Section
17; thence along the South line of said Section 17 South 89°33'05" West 5327.95 fret to the Southwest
Corner of said Section 17; thence along the West line of said. Section 17 North 00°29'44" West 5259.39
feet to the POINT OF BEGINNING.
EXCEPTING THEREFROM the following two (2) parcels:
Parcel 1 - School Site
Legal Description of a parcel of land being a portion of the Northwest Quarter of Section 4 and the
Northeast Quarter of Section 5, Township 3 North, Range 65 West of the 6'h P.M., Weld County,
Colorado, being more particularly described as follows:
Beginning at the Northwest corner of said Section 4 and considering the North line of the Northwest
Quarter of said Section 4 as bearing North 89°45'43" East and with all bearings contained herein relative
thereto; thence along said North line North 89°45'43" East 844.05 feet thence departing said North line
South 0099'37" West 30.00 feet to the TRUE POINT OP BEGINNING; thence South 00°19'37" West
674.51 feet to the beginning of a tangent curve concave to the Northwest having a central angle of
10°04'02" and a radius of 435.00 feet; thence Southwesterly along the arc of said curve 76.43 feet to the
end of said curve, a radial line passing through said end of curve bears South 79°36'20" East; thence
departing said curve South 89°45'34" West 2157.24 feet to a point on the East line of the Northwest
Quarter of the Northeast Quarter of said Section 5; thence along said East line North 00°38'58" West
748.22 feet; thence departing said East line North 89°39'41" East 1332.98 feet; thence North 89°45'43"
East 843.75 feet to the TRUE POINT OF BEGINNING.
3
Parcel 2 - Fire Station Site
Legal Description of a parcel of land being a portion of the Northwest Quarter of Section 4, Township 3
North, Range 65 West of the 6° P.M., Weld County, Colorado, being more particuiarly descn'bed-as
—follows•
Beginning at the Northwest corner of said Section 4 and considering the North line of the Northwest
Quarter of said Section 4 as bearing North 89°45'43" East and with all bearings contained herein relative
thereto; thence along said North line North 89°45'43" East 924.06 feet; thence departing said North line
South 00°19'37" West 30.00 feet to the TRUE POINT OF BEGINNING; thence North 89°45'43" East
400.02 feet; thence South 00°19'37" West 404.39 feet; thence North 89°4023" West 400.00 feet; thence
North 00°19'37" East 400.44 feet to the TRUE POINT OF BEGINNING.
Containing 2,266.118 acres, more or less, and is subject to all easements, agreements and rights -of -way of
record.
4
EXHIBIT B
[attach Amended and Restated Intergovernmental Agreement]
{00140119.DOC I)
AMENDED AND RESTATED
INTERGOVERNMENTAL AGREEMENT
THIS AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT
("Agreement") is made and entered into as of this 3rd day of
November, 2008, by and between the BEEBE DRAW FARMS METROPOLITAN
DISTRICT NO. 1 ("District No. 1") and the BEEBE DRAW FARMS
METROPOLITAN DISTRICT NO. 2 ("District No. 2"; collectively,
"Districts" or either of the Districts, a "District"), both
quasi -municipal corporations and political subdivisions of the
State of Colorado operating within the County of Weld ("County"),
Colorado, organized under the provisions of Article 1 of
Title 32, C.R.S.
RECITALS
A. The Districts were organized to facilitate the
development of the Beebe Draw Farms and Equestrian Center, also
known as Pelican Lake Ranch (the "Development"), by cooperatively
providing for the financing, acquisition, construction,
installation, completion, operation, maintenance and replacement
of public infrastruction improvements and the furnishing of
services for the use and benefit of the property owners,
residents and users of the public improvements within the
Development.
B. The Consolidated Service Plan of the Districts dated
May 1999 ("Service Plan") and previously approved by the County,
requires that the Districts enter into an intergovernmental
agreement to, among other matters, coordinate the financing,
construction, completion, operation and maintenance of the public
improvements and the provision of services needed within the
Development.
C. The Financial Plan in the Service Plan recognizes that
District No. 2 will provide for the financing, construction,
completion, operation and maintenance of the public improvements
needed within the Development, and District No. 1 will impose a
property tax levy on all taxable property within its boundaries
and, after payment of debt service on its outstanding bonds, will
remit the remainder of all taxes and other revenue collected by
it to District No. 2.
D. In furtherance of such requirements, the Districts
previously entered into that certain Intergovernmental Agreement
dated August 8, 2001 ("Original Agreement") and now desire to
amend and restate the Original Agreement in its entirety in order
(00141345.DOC /}
to better describe and confirm the cooperative relationship and
current understandings between the Districts.
E. Section 18(2)(a), Article XIV of the Colorado
Constitution, Section 29-1-203, C.R.S., and Section 32-1-1001,
C.R.S., empower the Districts to enter into contracts and
agreements with one another to provide intergovernmental services
and facilities, including the sharing of costs, the imposition of
taxes, and the incurring of debt, when so authorized by their
respective Boards of Directors.
F. At the public election held on November 2, 1999, the
electors of the Districts authorized the Districts to incur
indebtedness and other multi -fiscal year obligations and to enter
into agreements relating thereto, including this Agreement, and
at prior public elections, District No. l's electors authorized
District No. 1 to levy property taxes, incur general obligations,
and enter into agreements relating thereto, including this
Agreement, in order to provide for the financing, construction
and completion of the public improvements and to furnish the
services needed within the Development.
G. The Boards of Directors of the Districts hereby
determine that the terms, conditions and provisions of this
Agreement are in the best interests of the Districts and are
necessary to implement the provisions of the Service Plan with
respect to the intergovernmental cooperation between the
Districts and to establish the respective duties and
responsibilities of the Districts concerning the economic and
efficient development of the public improvements and the
provision of services within the Development.
AGREEMENT
In consideration of the agreements, terms, conditions and
authorizations set forth in the Recitals (which are incorporated
herein by this reference) and in this Agreement, the adequacy and
sufficiency of which are mutually acknowledged, the Districts
agree as follows:
SECTION 1. DEFINITIONS AND CONSTRUCTION OF AGREEMENT
Section 1.1 Definitions. For all purposes of this
Agreement, unless the context expressly indicates differently,
the terms defined in this Section shall have the following
meanings. All capitalized terms defined in the Recitals are
incorporated herein by this reference. If any term is
{00141345.00C /3
2
capitalized in this Agreement but not defined herein, it shall
have the meaning set forth in the Service Plan.
a. "Administrative Expenses" means those costs
incurred by District No. 2 for the purpose of
administering the Districts as governments and
operating and maintaining the Public Improvements
as further provided in Section 5.6.
b. "Agreement" means this Amended and Restated
Intergovernmental Agreement between the Districts,
as may be amended or supplemented in writing from
time to time.
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c. "Board" or "Boards" means the Board
Directors of District No. 1 or District No. 2,
applicable, or the Boards of both Districts.
of
as
d. "County" means the County of Weld, Colorado.
e. "Default" or "Event of Default" means one or
more of the events described in Section 6.1.
f. "Developer Advances" means all funds advanced
to District No. 2 by developers or other persons
pursuant to any funding, reimbursement,
acquisition or redevelopment agreement, and any
bond, note or other obligation evidencing or
securing such borrowing, that are applied for
payment of costs incurred for Administrative
Expenses of the Districts, for the Process of
Construction, or for other public purposes, and
are repayable from Project Revenues or from other
legally available revenues of the Districts.
g. "District" or "Districts" means either
District No. 1 or District No. 2, as applicable,
or both District No. 1 and District No. 2.
h. "District No. 1"
Metropolitan District
20, 1986 as Beebe
District, a Colorado
successor or assign.
means the Beebe Draw Farms
No. 1, organized on August
Draw Farms Metropolitan
special district, and any
i. "District No. 1 Pledged Revenues" means all
revenues received from (i) the District No. 1
Required Mill Levy after payment of principal of
and interest on the 1998 Bonds, (ii) specific
ownership taxes, and (iii) all rates, fees, tolls
3
and charges imposed or collected within the
Districts pursuant to Section 4.2, including
without limitation facility fees and water tap
fees, unless otherwise pledged for the repayment
of Obligations, and remitted to District No. 2
pursuant to Section 4 for payment of (i) any
Obligations other than the 1998 Bonds, (ii) the
costs of the Process of Construction, and (iii)
the payment of Administrative Expenses, all in
conformance with the Funding Priorities.
j. "District No. 1 Required Mill Levy" means the
property tax levy required to be imposed by
District No. 1 in accordance with Section 4.1 upon
all real and personal property in District No. 1
and such other property that may be obligated by
virtue of law for payment on the 1998 Bonds, at a
rate determined annually by the Board of District
No. 2, and all property tax revenue generated
therefrom, subject to the following limitations:
(i) The District No. 2 Required Mill
Levy shall be the same as the District No. 1
Required Mill Levy minus the amount of the
District No. 1 Required Mill Levy levied against
taxable property within District No. 2 pursuant to
Section 32-1-503(1), C.R.S., which is necessary
for District No. 1 to make payment on the 1998
Bonds, so that the total mill levy on all property
within the Districts is uniform (by way of
example, if the District No. 1 Required Mill Levy
is 40 mills and the portion required for payment
on the 1998 Bonds is 10 mills, the District No. 2
Required Mill Levy shall be 30 mills);
(ii) the District No. 1 Required Mill
Levy shall not exceed the Mill Limitation; and
(iii) the District No. 1 Required Mill
Levy shall not be less than a rate sufficient to
pay, when due, (A) the principal of and interest
on the 1998 Bonds, and (B) all other Obligations
until all Obligations have been fully repaid and
discharged, and (C) all Administrative Expenses.
k. "District No. 2" means the Beebe Draw Farms
Metropolitan District No. 2, organized on November
24, 1999, a Colorado special district, and any
successor or assign.
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4
1. "District No. 2 Required Mill Levy" means the
property tax levy required to be imposed by
District No. 2 upon all real and personal property
in District No. 2 at a rate determined annually by
the Board of District No. 2, and all property tax
revenue generated therefrom, subject to the
following limitations:
(i) The District No. 2 Required Mill
Levy shall be the same as the District No. 1
Required Mill Levy minus the amount of the
District No. 1 Required Mill Levy levied against
taxable property within District No. 2 pursuant to
Section 32-1-503(1), C.R.S., which is necessary
for District No. 1 to make payment on the 1998
Bonds, so that the total mill levy on all property
within the Districts is uniform (by way of
example, if the District No. 1 Required Mill Levy
is 40 mills and the portion required for payment
on the 1998 Bonds is 10 mills, the District No. 2
Required Mill Levy shall be 30 mills);
(ii) the District No. 2 Required Mill
Levy shall not exceed the Mill Limitation; and
(iii) the District No. 2 Required Mill
Levy shall not be less than a rate sufficient to
pay, when due, (A) all Obligations (other than the
1998 Bonds) until all Obligations have been fully
repaid and discharged, and (B) all Administrative
Expenses.
m. "Election" means the special election
conducted by each District on November 2, 1999, at
which the electors of each District authorized the
District to incur Obligations and enter into
agreements related thereto, including without
limitation this Agreement.
n. "Financial Plan" means the financial plan of
the Districts as set forth in the Service Plan,
including any amendment or modification thereof.
o. "Fiscal Year Budget" means the annual
District budget and appropriation resolution duly
adopted or amended by the Board in accordance with
State law.
p. "Funding Priorities" has the meaning set
forth in Section 3.1(d).
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5
q. "Mill Limitation" means (i) any limitation on
the District No. 1 or District No. 2 Required Mill
Levy as set forth in the Service Plan or in any
ballot issue approved at the Election and (ii) a
limitation on the rate of the property tax levy
which shall not exceed 40 mills for all purposes.
r. "Obligations" means all limited rate general
obligation bonds, revenue bonds, notes, contracts,
or funding, reimbursement, acquisition or
redevelopment agreements of the Districts,
including without limitation the 1998 Bonds,
Developer Advances and refunding Obligations, that
are secured by the District No. 1 Required Mill
Levy, the District No. 1 Pledged Revenues or the
Project Revenues as provided in any resolution,
indenture or agreement authorizing the issuance of
such Obligations.
s. "Process of Construction" or "Processing of
Construction" means the activities, in part or all
together, of District No. 2 with respect to
providing, completing and/or acquiring the Public
Improvements needed for the Development, including
without limitation the planning, design,
engineering, testing, permitting, inspecting,
construction, construction management,
installation, completion and replacement of the
Public Improvements.
t. "Project Revenues" means all amounts received
by District No. 2 from (i) the imposition of the
District No. 2 Required Mill Levy, (ii) the
District No. 1 Pledged Revenues, (iii) specific
ownership taxes, and (iv) all rates, fees, tolls
and charges imposed or collected within the
Districts for the (A) repayment of any
Obligations (other than the 1998 Bonds), (B)
payment of the costs of the Process of
Construction, and (C) payment of Administrative
Expenses, all in conformance with the Funding
Priorities.
u. "Public Improvements" means the streets,
drainage, traffic and safety controls, water,
parks and recreation, mosquito control,
transportation, and all other public improvements,
facilities, equipment, land and related
(00141345.noc /)
6
appurtenances described or authorized in the
Service Plan.
v. "Service Area" means the entire area of the
Development, including all property within the
boundaries of the Districts.
w. "Service Plan" means the Consolidated Service
Plan of the Districts dated May 1999, as may be
amended or modified in writing from time to time
with the approval of the County.
x. "Term" means the period of time commencing on
the date when this Agreement has been executed by
each District and ending when District No. 2 has
completed all Public Improvements, all Obligations
have been repaid, and District No. 2 has been
dissolved or consolidated with District No. 1 in
accordance with provisions of the Article 1 of
Title 32, C.R.S.
y. "1998 Bonds" means the General Obligation
Bonds, Series 1998 of District No. 1 in the
original principal amount of $2,000,000 and the
principal of and interest due per the 1998 Bond
repayment schedule in accordance with the terms of
the 1998 Bond Resolution, and any refunding or
refinancing bonds issued in accordance with the
1998 Bond Resolution. The principal amount
outstanding on the 1998 Bonds as of the date of
execution of this Agreement is approximately
$1,475,000.
z. "1998 Bond Resolution" means the Resolution
authorizing the issuance of the 1998 Bonds adopted
by the Board of District No. 1 on October 21,
1998.
Section 1.2 Construction of Agreement. For all purposes
hereunder, unless the context expressly indicates differently,
all definitions, terms, and words shall include both the singular
and plural. Whenever "shall" or "will" is used herein, it shall
be mandatory; "may" denotes that it is preferable or permissible,
but not mandatory. Whenever "Party" or "Parties" is used herein,
it shall refer to either District or both Districts. A reference
herein to an act of "approval" may, if applicable, include a
determination of either approval or disapproval. References to
Sections herein are to sections of this Agreement, unless
otherwise specified.
{00141345.DOC /?
7
SECTION 2. PURPOSE
The purpose of this Agreement is to establish the
intergovernmental relationship between the Districts in
compliance with the Service Plan and to implement the terms of
the Service Plan with respect to the cooperation between the
Districts relating to the financing, Processing of Construction,
operation and maintenance of the Public Improvements, and the
provision of services within the Service Area. While each
District is an independent special district, the Districts will
cooperate with each other in accordance with the terms of this
Agreement, unless the Districts subsequently agree to perform any
administrative or management function independently by execution
of an amendment of this Agreement. This Agreement shall, in all
circumstances, be interpreted consistently with the Service Plan
and the intended responsibilities of each District in
implementing the Service Plan.
SECTION 3. REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties. The Board of
each District represents, acknowledges, warrants and agrees for
the benefit of the other District that to the best of its actual
knowledge:
a. The execution and delivery of this Agreement
and the documents required hereunder and the consummation of the
transactions contemplated by this Agreement will not (i) conflict
with or contravene any law, order, rule or regulation applicable
to the District or to the District's governing documents,
including the Service Plan; (ii) result in the breach of any of
the terms or provisions or constitute a default under any
obligation, agreement or other instrument to which the District
is a party or by which it may be bound or affected; or (iii)
permit another party to terminate any such agreement or
instrument or to accelerate the maturity of any indebtedness or
other obligation of the District;
b. The Board has duly approved this Agreement;
c. This Agreement is a valid and binding
obligation of the District enforceable according to its terms,
except to the extent limited by bankruptcy, insolvency and other
laws of general application affecting creditors' rights and by
equitable principles, whether considered at law or in equity,
subject to all limitations set forth herein;
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8
d. All revenues received by District No. 1 from
the District No. 1 Required Mill Levy and all Project Revenues
received by District No. 2 shall be expended in accordance with
the priorities set forth in Sections 4.1.(b) and 5.1.(c) (the
"Funding Priorities");
e. Each District may rely upon and enforce all
representations, warranties and agreements set forth in this
Agreement; and
f. The Districts, and not the County, shall be
responsible for paying all debts and liabilities of the
Districts.
Section 3.2 Performance of Agreement. Each District
acknowledges and agrees that the performance of this Agreement
over the full Term is essential to the implementation of and
compliance with the Service Plan and that any material departure
from the terms of this Agreement by either District, or any
unilateral attempt by either District to materially alter the
terms of or to terminate this Agreement, except as authorized
hereunder, is and shall constitute an Event of Default and a
material departure from the Service Plan which, in addition to
any other remedy set forth herein, the non -defaulting District
shall be entitled to enjoin in accordance with Section 32-1-207,
C.R.S.
SECTION 4. DISTRICT NO. 1 RESPONSIBILITIES
Section 4.1 Imposition of the District No. 1 Required
Mill Levy. Until such time as (i) the 1998 Bonds and all other
Obligations, including without limitation all Obligations issued
pursuant to the Developer Advances, have been paid in full or
payment thereof has been provided for, (ii) all of the Public
Improvements have been completed and paid for, (iii) payment of
the Administrative Expenses has been provided for, and (iv)
District No. 2 has been dissolved or consolidated with District
No. 1, District No. 1 shall:
a. Certify the District No. 1 Required Mill Levy
no later than December 1 of each year in accordance with
statutory requirements and provide prompt written notice of such
certification to District No. 2, pursuant to the following
process:
(i) For the 2009 fiscal and property tax
collection year, the District No. 1 Required Mill Levy shall be
40 mills, which shall by operation of law also be imposed upon
all taxable property in District No. 2. On or before December 1,
2008, District No. 1 shall adopt a resolution establishing and
{00141345.DOC /)
9
certifying the District No. 1 Required Mill Levy at a rate of 40
mills. District No. 1 shall provide prompt written notice to
District No. 2 of such certification. Upon receipt from the
County of the revenues from the District No. 1 Required Mill
Levy, District No. 1 shall identify and segregate that portion of
the revenues received from the District No. 1 Required Mill Levy
necessary for payment of principal of and interest on the 1998
Bonds per the 1998 Bond repayment schedule. District No. 1 shall
make payment on the 1998 Bonds when due. District No. 1 shall
remit the District No. 1 Pledged Revenues to District No. 2
within 15 business days of receipt of such revenues from the
County.
(ii) Commencing with the 2010 fiscal and property
tax collection year and for each year thereafter during the Term,
District No. 2 shall determine and, on or before November 1,
advise District No. 1 of the District No. 1 Required Mill Levy to
be included in the Fiscal Year Budget for the next fiscal year.
On or before November 15 of each year, District No. 1 shall
provide written notice to District No. 2 of any reasonable
objections it may have to the District No. 1 Required Mill Levy,
which objections shall be limited to non-compliance with the
Service Plan or non-compliance with the terms of this Agreement.
If no written objections are received by District No. 2 by
November 15, District No. 1 shall be deemed to have consented to
the District No. 1 Required Mill Levy, and District No. 1 shall,
no later than December 1 of each year, adopt a resolution
establishing and certifying the District No. 1 Required Mill Levy
and shall provide prompt written notice to District No. 2 of such
certification. Upon receipt of the revenues from the District
No. 1 Required Mill Levy from the County, District No. 1 shall
identify and segregate that portion of the revenues received form
the District No. 1 Required Mill Levy necessary for payment of
principal of and interest on the 1998 Bonds per the 1998 Bond
repayment schedule. District No. 1 shall make payment on the
1998 Bonds when due. District No. 1 shall remit the District No.
1 Pledged Revenues to District No. 2 within 15 business days of
receipt of such revenues from the County.
(iii) It shall
District No. 1 fails to certify the
Levy by December 1 of any year or
Pledged Revenues to District No. 2.
2 shall have the rights and remedies
b. All property
District No. 1 from the District No
be applied first for the payment of
Bond repayment schedule, and then
be an Event of Default if
District No. 1 Required Mill
to remit the District No. 1
In such event, District No.
set forth in Section 6.3.
tax revenue received by
. 1 Required Mill Levy shall
the 1998 Bonds per the 1998
the District No. 1 Pledged
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10
Revenues shall be remitted to District No. 2 pursuant to the
provisions hereof.
c. The provisions of this Section are hereby
declared to be the certificate of the Board of District No. 1 to
the County authorizing the District No. 1 Required Mill Levy to
be levied by the County, from year to year, as required by law
for the purposes set forth herein.
d. It shall be the duty of the Board of District
No. 1 annually, at the time and in the manner provided by law for
the adoption of the Fiscal Year Budget and the levy of property
taxes, to ratify and carry out the provisions of this Section
with reference to the establishment, levy and collection of the
District No. 1 Required Mill Levy. The Board of District No. 1
shall levy, certify and collect the District No. 1 Required Mill
Levy for the purposes and in the manner provided by law and for
the purposes and in the manner set forth in the 1998 Bond
Resolution and this Agreement. District No. 1 in cooperation
with District No. 2 shall pursue any reasonable remedy available
to collect, or cause the collection of, delinquent property taxes
and remit all amounts realized from the sale of any real or
personal property for delinquent taxes to District No. 2 (not
required for payment of principal of and interest on the 1998
Bonds) in accordance with the provisions of this Agreement.
e. District No. 1 shall be prohibited from
retaining, appropriating, expending, pledging or otherwise
encumbering any portion of the District No. 1 Pledged Revenues
that are received by District No. 1 for any purpose, and all of
such revenues and monies shall be transferred and paid to
District No. 2 in accordance with the provisions of this
Agreement.
f. At any and all times, District No. 1
shall, to the extent authorized by law, pass, make, do, perform,
execute, acknowledge and deliver any and all further agreements,
acts, conveyances, assignments, transfers, certifications and
assurances as may be necessary or desirable for the better
assuring, effecting, confirming, undertaking and completing any
and all obligations, duties, responsibilities and acts, or as may
otherwise be reasonably required to carry out the terms and
purposes of this Agreement and to comply with the Service Plan.
Section 4.2 Rates, Fees and Charges. During the Term,
District No. 1 shall adopt, impose and remit to District No. 2
such rates, fees, tolls and charges as are established by
District No. 2 pursuant to Section 5 in order to repay the
Obligations or to fund the Process of Construction costs and the
Administrative Expenses of the Districts, and such rates, fees,
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11
tolls and charges shall be deemed part of the District No. 1
Pledged Revenues. The procedures for adopting, budgeting and
transferring such fees will be established by District No. 2.
Section 4.3 District No. 1 Obligations. Other than the
remittance of the District No. 1 Pledged Revenues to District No.
2, District No. 1 shall incur no direct Obligations, Developer
Advances, or direct costs for Processing of Construction of the
Public Improvements or for any other purpose, except for the
repayment of the 1998 Bonds, unless otherwise approved in writing
by each District.
Section 4.4 Inclusion and Exclusion of Property. As
contemplated in the Service Plan, District No. 1 shall process
and approve the inclusion of platted property that is excluded
from District No. 2 following infrastructure development. Upon
petition of any property owner for the inclusion or exclusion of
any other property into or from District No. 1, the Board of
District No. 1 shall, prior to conducting any public hearing
thereon, notify District No. 2 of such petition in writing.
Before granting any petition for inclusion of such property into
District No. 1, the Board of District No. 1 shall impose all
conditions for inclusion established by District No. 2. District
No. 1 shall exclude no property from District No. 1 without the
prior written approval of District No. 2. All taxable property
located within the original boundaries of District No. 1 shall
remain liable for the repayment of its proportionate share of
outstanding 1998 Bond indebtedness thereon in accordance with
State law.
Section 4.5 Dissolution of District No. 2. Upon receipt
of notice and the dissolution of District No. 2 in accordance
with the Service Plan, District No. 2 shall transfer, and
District No. 1 shall accept responsibility for the operations and
maintenance of all Public Improvements located within the Service
Area that have not been transferred to the County or another
district or public agency.
Section 4.6 Organization of Additional Districts. No
other special district or subdistrict shall be organized within
the boundaries of either of the Districts without (i) the prior
consent in writing of the affected District in accordance with
State law and (ii) the County's approval of an amendment of the
Service Plan relating thereto.
SECTION 5. DISTRICT NO. 2 RESPONSIBILITIES
Section 5.1 Imposition of the District No. 2 Required
Mill Levy. Until such time as (i) the 1998 Bonds and all
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12
other Obligations, including without limitation all Obligations
issued pursuant to the Developer Advances, have been paid in full
or payment thereof has been provided for, (ii) all of the Public
Improvements have been completed and paid for, (iii) payment of
the Administrative Expenses has been provided for, and (iv)
District No. 2 has been dissolved or consolidated with District
No. 1, District No. 2 shall:
a. Provide written notice to District No. 1 of
the District No. 1 Required Mill Levy in accordance with Section
4.1(a).
b. Commencing with the 2010 fiscal and property
tax collection year and for each year thereafter during the Term,
certify the District No. 2 Required Mill Levy on property within
its boundaries no later than December 1 of each year in
accordance with statutory requirements.
c. District No. 2 shall apply the Project
Revenues in the following priority: (i) first, for payment of
Administrative Expenses; then (ii) funding on or before December
31, 2009 a reserve for the repayment of the 1998 Bonds in the
amount of $200,000 ("Bonds Reserve"); then (iii) payment of the
Process of Construction costs and the repayment of all
Obligations other than the 1998 Bonds; and then (iv) the funding
of any other amenities, facilities or equipment as may be
determined beneficial to the Development or as may otherwise be
provided in this Agreement.
d. In the event District No. 1 does not receive
sufficient revenues from its District No. 1 Required Mill Levy to
make payment of principal of and interest on the 1998 Bonds,
District No. 2 shall remit funds from the Bond Reserve to
District No. 1 in an amount sufficient for District No. 1 to make
payment on the 1998 Bonds. At such time when the 1998 Bonds are
paid in full, the Bond Reserve shall be released to District No.
2 for expenditure in accordance with the Funding Priorities.
e. The provisions of this Section are hereby
declared to be the certificate of the Board of District No. 2 to
the County authorizing the District No. 2 Required Mill Levy to
be levied by the County, from year to year, as required by -law
for the purposes set forth herein.
f. It shall be the duty of the Board of District
No. 2 annually, at the time and in the manner provided by law for
the adoption of the Fiscal Year Budget and the levy of property
taxes, to ratify and carry out the provisions of this Section
with reference to the establishment, levy and collection of the
District No. 2 Required Mill Levy, including without limitation
conducting a special election in November 2009 to authorize the
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13
District No. 2 Required Mill Levy and any other obligations
requiring electoral approval set forth herein. The Board of
District No. 2 shall levy, certify and collect the District No. 2
Required Mill Levy for the purposes and in the manner provided by
law and for the purposes and in the manner set forth in this
Agreement. District No. 2. in cooperation with District No. 1
shall pursue any reasonable remedy available to collect, or cause
the collection of, delinquent property taxes and apply all
amounts realized from the sale of any real or personal property
for delinquent taxes in accordance with the provisions of this
Agreement.
g. At any and all times, District No. 2 shall,
to the extent authorized by law, pass, make, do, perform,
execute, acknowledge and deliver any and all further agreements,
acts, conveyances, assignments, transfers, certification and
assurances as may be necessary or desirable for the better
assuring, effecting, confirming, undertaking and completing any
and all obligations, duties, responsibilities and acts, or as may
otherwise be reasonably required to carry out the terms and
purposes of this Agreement and to comply with the Service Plan.
Section 5.2 General Responsibilities. District No. 2
shall exercise such duties and authority and shall have all the
powers as are generally provided by State law and in the Service
Plan. District No. 2, in its reasonable discretion, shall
perform the following services and exercise the following powers
for and on behalf the Districts:
a. Manage and control the financing of the Public
Improvements and the Processing of Construction, the payment of
Administrative Expenses, and the completion of all actions,
activities and work required to implement the Service Plan and
this Agreement in conformance with the Funding Priorities;
b. Budget and appropriate monies for public
purposes in conformance with the Funding Priorities and provide
for the payment of all expenses of the Districts;
c. Establish uniform rules and regulations for the
inclusion of property into the Districts in accordance with the
provisions of the Service Plan;
d. Adopt and enforce uniform rules and regulations
for administrative and operating purposes applicable throughout
the Service Area;
1
e. Establish all necessary service charges,
connections fees, tap fees, system development fees, facility
fees, and other rates, fees, tolls and charges for the provision
{00141345.DOC /)
14
of the Public Improvements and services within the Districts,
which shall be applied uniformly throughout the Service Area;
f. Negotiate, prepare and enter into all
applications, permits, licenses, agreements or other documents
necessary to secure all applicable federal, State, County, and
local approvals or other governmental authorizations for the
financing, Processing of Construction, and operation and
maintenance of the Public Improvements;
g. Own, manage, operate, maintain and replace the
Public Improvements and all property of the Districts for the
general benefit of and use by all property owners, residents and
related persons within the Service Area, without discrimination
between the various areas of the Districts, until transferred to
the County or another district or public agency. To the extent
not previously effectuated, District No. 1 hereby transfers and
assigns all of its interests in the Public Improvements and
property of the Districts to District No. 2 for public use,
subject to all limitations and conditions set forth herein; and
h. Take all other actions required to implement
and comply with the Service Plan and all agreements affecting the
business affairs and interests of the Districts to which the
District is or may become a party.
Section 5.3 Financing of Public Improvements. District
No. 2 shall finance and provide for the Process of Construction
of all Public Improvements as required for each phase of the
Development by incurring Obligations or using Project Revenues to
pay the costs of the Process of Construction in conformance with
the Funding Priorities and the provisions of the Service Plan.
District No. 2 shall incur no Obligation which obligates District
No. 1 or properties within District No. 1 for repayment of such
Obligation except from the District No. 1 Pledged Revenues
imposed, collected and remitted in accordance with the provisions
hereof. District No. 2 shall apply and expend the Project
Revenues in conformance with the Funding Priorities.
Section 5.4 Completion of
No. 2 shall be responsible for
operation and maintenance of
accordance with the provisions of
Plan. District No. 2 shall,
determinations relating to the expenditure of any Project
Revenues and proceeds of Obligations for Processing of
Construction of the Public Improvements and the payment of all
Process of Construction costs, or for any other purpose with
respect to the implementation, performance or enforcement of the
Public Improvements. District
the construction, completion,
the Public Improvements in
this Agreement and the Service
in its discretion, make all
(00141345.DOC I)
15
terms of this Agreement. Except as provided for herein for the
remittance of the District No. 1 Pledged Revenues to District No.
2, District No. 1 shall have no responsibility for the financing,
Processing of Construction, or the operation and maintenance of
the Public Improvements. District No. 2 may transfer certain
Public Improvements to the County or another public agency for
ownership, operation and maintenance in accordance with the
provisions of the Service Plan or intergovernmental agreements.
District No. 2 shall own, manage, operate and maintain for the
benefit of all property owners, residents and related persons
within the Districts, without discrimination between the various
areas of the Districts, all Public Improvements that are not
transferred to the County or another public agency. All streets
and roads owned and operated by District No. 2 shall be open for
public use, subject to reasonable regulations, and shall be
maintained in conformance with County road standards. All other
Public Improvements and facilities of the Districts shall be
available for public use, subject to reasonable regulations, and
shall be maintained in a commercially reasonable manner.
Section 5.5 Management of Districts. District No. 2
shall manage and administer all business affairs of the
Districts, including without limitation the hiring and engagement
of all employees, independent contractors, consultants, advisors,
accountants, auditors, attorneys and other personnel, record -
keeping, accounting and financial services, payment of
Administrative Expenses, liability and property insurance, and
all actions relating to statutory compliance.
An executive committee of the Boards shall be
constituted to facilitate ongoing communication between District
No. 1 and District No. 2. The executive committee shall be
composed of the president of each Board and shall also include
one other Board member of each District who shall be appointed,
removed, and replaced by actions of the applicable appointing
Board from time to time. The executive committee shall meet
periodically to discuss general management issues and to provide
any comments on such issues in writing to the Boards for
consideration. The executive committee may, as it deems
appropriate, make recommendations to the Boards on issues on the
respective Board's agenda. The executive committee may, as it
deems appropriate, provide recommendations to the Boards on ways
to implement the decisions of the Boards in a manner consistent
with the provisions and authority conferred upon each of the
Districts under this Agreement. The executive committee may, as
it deems appropriate, provide recommendations to the Boards on
ways to implement the provisions of the Service Plan.
Additionally, the executive committee may communicate to a
District on any other matter as may be directed by the other
District. In no event will the executive committee have any
{00141345.DOC /}
16
authority to make decisions or interfere with the decisions of
the Districts.
Section 5.6 Administrative Expenses. To the extent that
adequate funding is available from Project Revenues and other
legally available sources as provided in the Fiscal Year Budget,
District No. 2 shall (i) manage, operate, maintain, repair and
replace all Public Improvements not transferred to the County or
another district or public agency, and (ii) generally administer
the operations and business of the Districts, including without
limitation the payment of all Administrative Expenses or other
costs associated therewith.
Section 5.7 Facility Fees and Water Tap Fees. District
No. 1 has entered into certain facility fee and water tap fee
agreements with developers within the District. All facility
fees and water tap fees paid pursuant to such agreements
(regardless of designation) shall be considered Project Revenues,
unless previously pledged for the repayment of any Obligations,
and shall be collected and used by District No. 2 for the
completion of the Public Improvements in accordance with the
provisions of Section 5.4. As recognized under the Original
Agreement, this Agreement shall constitute an assignment to
District No. 2 of all rights and interests of District No. 1 in
and to such facility fees and water tap fees.
SECTION 6. EVENTS OF DEFAULT AND REMEDIES
Section 6.1 Events of Default by Districts. Subject to
the terms of Section 6.5, a Default or an Event of Default by
either Party under this Agreement shall mean one or more of the
following events:
a. Any representation or warranty made in this
Agreement by a Party which was materially inaccurate when made or
is proven to be materially inaccurate during the Term;
b. Failure of District No. 1 to impose the
District No. 1 Required Mill Levy in any year or to remit
District No. 1 Pledged Revenue to District No. 2; or
c. Failure of District No. 2 to impose the
District No. 2 Required Mill Levy in any year; or
d. A Party fails to substantially observe,
comply with or perform any material responsibility, obligation,
duty or agreement required of it under this Agreement; provided,
however, that failure on the part of District No. 2 to observe or
perform any responsibility or obligation hereunder shall not
relieve or release either District from imposing the District No.
(00141345.DOC /}
17
1 or District No. 2 Required Mill Levy, as applicable, and
further provided that failure by either District to observe or
perform any duty, responsibility or obligation hereunder shall
not relieve or release the other District from making any
payment, levying any property tax, otherwise performing its
responsibilities hereunder, or result in an amendment or the
termination of this Agreement.
Section 6.2 Cure Period. Except as more specifically
provided in subsection a. hereof with regard to District No. l's
failure to impose the District No. 1 Required Mill Levy, upon the
occurrence of an Event of Default by either Party, such Party
shall, upon written notice from the other Party, proceed promptly
to cure or remedy such Default. Such Default shall be cured
within 30 days (or immediately with respect to a monetary payment
Default) after receipt of such notice, or, if such default is of
a nature which is not capable of being cured within such time
period, curative action shall be commenced within the cure period
and diligently pursued to completion.
a. In the event that District No. 1 fails to
impose the District No. 1 Required Mill Levy or District No. 2
fails to impose the District No. 2 Required Mill Levy by December
1 of any year, the defaulting District shall have no opportunity
to cure and, in order to ensure that the District No. 1 Required
Mill Levy or the District No. 2 Required Mill Levy, as
applicable, is certified by December 15 of such year, the non -
defaulting District, may, without further notice to the
defaulting District, immediately proceed with the remedies set
forth in Section 6.3.
Section 6.3 Remedies on Default. Whenever an Event of
Default occurs and is not cured or cure undertaken in accordance
with the provisions of Section 6.2, the non -defaulting Party may
take any one or more of the following actions:
a. Recovery of actual costs and damages,
including reasonable attorney fees and related expenses, through
any action available at law or in equity, including without
limitation the right of District No. 2 to certify to the County
for collection against all taxable property within District
No. 1, the amount of such costs and damages as a delinquent fee
for services provided by District No. 2 in accordance with the
procedures set forth in Section 32-1-1101(1)(e), C.R.S., or other
special proceedings;
b. In the event that either District has not
certified the District No. 1 or District No. 2 Required Mill
Levy, as applicable, the non -defaulting District may, subject to
the provisions of the 1998 Bond Resolution, enforce the
(0014134S.DOC /)
18
defaulting District's obligation to certify the District No. 1 or
District No. 2 Required Mill Levy, as applicable, by mandamus or
other action or special proceeding;
c. In the event that District No. 2 fails to
perform any management or operational responsibility specified
herein and to cure or remedy such Default within the applicable
cure period, District No. 1 may exercise temporary management
responsibility over, or petition the District Court to appoint a
conservator for, the Public Improvements and facilities of the
Districts, including without limitation the levy, collection and
expenditure of the Project Revenues to repay any Obligations
currently due and to pay the Administrative Expenses of the
Districts, until District No. 2 has cured or remedied such
Default. In no event shall this Agreement be amended by District
No. 1 in the event District No. 1 exercises its rights under this
subsection c.; and
d. Any other remedy available at law, in equity,
or specified under the terms of this Agreement or the Service
Plan, including without limitation specific performance or
injunction.
Section 6.4 Waivers. Except as otherwise expressly
provided in this Agreement, any delay by either Party in
asserting any right or remedy under this Agreement shall not
operate as a waiver of any such right or limit such right in any
way. Any waiver in fact made by such Party with respect to any
Default by the other Party shall not be considered as a waiver of
rights with respect to any other Default by the non -defaulting
Party or with respect to the particular Default, except to the
extent specifically waived in writing. It is the intent of the
Parties that this provision will enable each Party to avoid the
risk of being limited in the exercise of any right or remedy
provided in this Agreement by waiver, laches or otherwise at a
time when it may still hope to resolve any problem created by
such Default.
Section 6.5 Unavoidable Delay in Performance. Whether
stated or not, all periods of time in this Agreement are subject
to the provisions of this Section. Neither Party shall be
considered in Default of its obligations under this Agreement in
the event of unavoidable delay due to: (i) causes beyond its
control and without its fault or negligence, including without
limitation acts of God, public enemies, the federal, State,
County or other local governments, the other Party or third
parties, litigation concerning the validity and enforceability of
the Service Plan, contracts implementing the Service Plan or this
Agreement or relating to transactions contemplated herein
(including the effect of petitions for initiative or referendum),
(00141345.DOC /}
19
fires, floods, epidemics, restrictions, strikes, embargoes, and
unusually severe weather or the delays of contractors or
materialmen due to any of such causes; (ii) bankruptcy,
insolvency, reorganization or similar actions under laws
affecting creditor's rights, or any foreclosure or other exercise
of remedies of any creditor or lender in connection therewith;
and (iii) without limiting any of the foregoing, any action or
inaction of the County, its officers, agents, agencies,
departments, committees or commissioners which delays, directly
or indirectly, the District's ability to perform, complete or
comply with any schedule or requirement imposed by this
Agreement, the Service Plan, or any Public Improvement project.
In the event of the occurrence of such unavoidable delay, the
time or times for performance of the obligations of the Party
claiming delay shall be extended for the actual period of such
delay; provided that the Party seeking the benefit of the
provisions of this Section shall, within 30 days after such Party
knows of such delay, first notify the other Party of the specific
delay in writing and claim the right to an extension of
performance for the period of such delay; and provided further
that either Party's failure to notify the other of an event
constituting an unavoidable delay shall not alter, detract from
or negate its character as an unavoidable delay, if such event of
delay was not known or reasonably discoverable by such Party.
Section 6.6 Rights and Remedies Cumulative. The rights
and remedies of the Parties under this Agreement are cumulative,
and the exercise by either Party of any one or more of such
rights shall not preclude the exercise by it, at the same or
different times, of any other right or remedy specified herein
for any other Default by the other Party.
SECTION 7. MISCELLANEOUS PROVISIONS
Section 7.1 Title of Sections. Any title of the several
parts and sections of this Agreement are inserted for convenience
or reference only and shall be disregarded in construing or
interpreting any of its provisions.
Section 7.2 Effective Date. This Agreement shall be in
full force and effect and be legally binding upon each District
upon the date of its execution by the Parties. On and after the
effective date, the Original Agreement shall be terminated,
amended and superseded in its entirety by this Agreement. All
terms and provisions of this Agreement shall apply to any and all
actions and requirements of each District for the 2009 Fiscal
Year and each Fiscal Year thereafter during the Term.
Section 7.3 No Third -Party Beneficiary. No third -party
beneficiary rights shall be created in favor of any person not a
{00141345.Doc /}
20
Party to this Agreement, unless the Parties mutually agree
otherwise in writing.
Section 7.4 Applicable Law. The laws of the State of
Colorado shall govern the interpretation and enforcement of this
Agreement. Venue shall be exclusive to the District Court in and
for Weld County, Colorado.
Section 7.5 Assignment. This Agreement shall not be
assigned, in whole or in part, by either Party without the
approval in writing of the other Party. This Agreement shall be
binding on the Parties, their successors and assigns.
Section 7.6 Severability. If any provision of this
Agreement is held to be illegal, invalid or unenforceable, in
whole or in part, under present or future laws effective during
the Term, such provision shall be fully severable, and this
Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part of
this Agreement. The remaining provisions of this Agreement shall
remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by the severance
of such provision from this Agreement. Further, in lieu of such
illegal, invalid or unenforceable provision, there shall be
added, as part of this Agreement, a provision as similar in terms
to such illegal, invalid or unenforceable provision as may be
possible and still be legal, valid and enforceable, and this
Agreement shall be deemed reformed accordingly. Without limiting
the generality of the foregoing, if all or any portion of the
payments required by the terms of this Agreement are determined
by a court of competent jurisdiction in a final non -appealable
judgment to be contrary to public policy or otherwise precluded,
the Parties shall proceed in good faith to promptly restructure
and/or amend this Agreement, or to enter into a new agreement to
effectuate such purpose.
Section 7.7 Service Plan Modifications. Neither District
shall publish, without providing prior written notice to the
other District and the County, any notice pursuant to Section 32-
1-207(3), C.R.S., of its intent to undertake the construction of
any Public Improvement, the issuance of Obligations, the
imposition of the Required Mill Levy or any other tax, rate,
toll, fee or charge, or any other proposed activity of such
District that is not consistent with the terms of the Service
Plan or this Agreement and that would require any action to
enjoin such activity as a potential or actual material departure
from the Service Plan of such District be brought within 45 days
of such notice.
{00141345.DOC /}
21
Section 7.8 Amendments. This Agreement may be
amended, in whole or in part, by written instrument executed by
the Parties. Each amendment, which is in writing and signed and
delivered by the Parties, shall be effective to amend the
provisions hereof.
Section 7.9 Entirety. This Agreement constitutes the
entire agreement between the Parties with respect to the subject
matter hereof and replaces in their entirety any prior
agreements, understandings, warranties or representations between
the Parties with respect to the subject matter hereof, including
without limitation the Original Agreement.
Section 7.10 Counterparts. This Agreement may be executed
in counterparts, each of which shall constitute one and the same
instrument.
Section 7.11 Notices. A notice or demand under this
Agreement by either Party to the other Party shall be in writing
and shall be deemed sufficiently given if delivered in person, by
prepaid overnight express mail or national overnight courier
service, or if forwarded by registered or certified mail, postage
prepaid, return receipt requested, by electronically -confirmed
facsimile transmission, and addressed as follows:
a. Until subsequently changed, to:
Beebe Draw Farms Metropolitan District No. 1
Attention: President
16500 Beebe Draw Farms Parkway
Platteville, Colorado 80651
Beebe Draw Farms Metropolitan District No. 2
Attention: President
3600 South Logan, Suite 200
Englewood, Colorado 80110
With a copy to:
Paul R. Cockrel
Collins Cockrel & Cole, P.C.
390 Union Boulevard, Suite 400
Denver, Colorado 80228-1556
b. Or to such other address with respect to
either Party as that Party may, from time to time, designate in
writing and forward to the other Party as provided in this
Section. Notices shall be deemed given upon such personal,
courier or express mail delivery, or on the third business day
following deposit in the U.S. Mail as provided herein.
{00141345.DOC /}
22
Section 7.12 Good Faith of Parties. Except where any
matter is expressly stated to be in the discretion of a Party,
the Parties agree that in the performance of this Agreement or in
considering any requested extension of time, each Party will act
in good faith and shall not act unreasonably, arbitrarily,
capriciously, or unreasonably withhold or delay any approval
required by this Agreement.
Section 7.13 Time. Unless the context indicates
differently, all references herein to days shall be to calendar
days, and all references herein to periods of time shall be to
consecutive days or continuous periods of time. If the day for
any performance or event provided for herein is a Saturday,
Sunday or other day on which either national banks or the office
of the Clerk and Recorder of the County are not open for the
regular transaction of business, such day shall be extended until
the next day on which such banks and office are open for the
transaction of business. All times shall be of the essence.
Section 7.14 Further Assurances. The Parties agree to
adopt or approve such resolutions, regulations and agreements, to
execute such documents or instruments, and to take such action as
shall be reasonably requested by the other Party to confirm or
clarify the provisions herein and to effectuate the agreements
herein contained and the intent thereof. If all or any portion
of the Public Improvements, Obligations or agreements approved in
connection with this Agreement are asserted or determined to be
invalid, illegal or are otherwise precluded, the Parties shall
cooperate in the joint defense thereof, and if such defense is
unsuccessful, the Parties will use reasonable, diligent, good
faith efforts to amend, reform or replace such precluded matters.
Section 7.15 Certifications. The Parties agree to execute
such documents or instruments as the other Party may reasonably
request to verify or confirm the status of this Agreement or
other intergovernmental agreements between the Districts, and of
the performance of the obligations hereunder and such other
matters as either Party may reasonably request.
Section 7.16 Survival of Representations and Warranties.
No representations or warranties whatever are made by any Party
to this Agreement, except as specifically set forth in Section 3.
The representations and warranties made by the Parties to this
Agreement, and all covenants and agreements to be performed or
complied with by the Parties under this Agreement shall be
continuing to the end of the Term.
(00141345.DOC /)
23
In Witness Whereof, the Districts have caused this Agreement
to be duly executed as of the day first above written.
BEEBE DRAW FARMS METROPOLITAN
DISTRICT NO. 1
By:
President
ATTEST:
Secretary
BEEBE DRAW FARMS METROPOLITAN
DISTRICT NO. 2
By:
President
ATTEST:
Secretary
{00141345.DOC /)
EXHIBIT B
BOARD ORDER FOR EXCLUSION OF THE REI PROPERTY
{00153828.DOC / 2)
15
ORDER BY THE BOARD OF DIRECTORS OF
BEEBE DRAW FARMS METROPOLITAN DISTRICT NO. 1
FOR EXCLUSION OF REAL PROPERTY
WHEREAS, on or about October 7, 2008 REI LIMITED LIABILITY COMPANY, a
Wyoming Limited Liability Company (the "Petitioner"), the 100% fee owner of certain property
located within the boundaries of the Beebe Draw Farms Metropolitan District No. 1 (the
"District") filed a Petition (a copy of which is attached hereto as Exhibit A and incorporated
herein by this reference) with the District requesting that the District exclude from the District all
of the real property owned by the Petitioner described in the Petition (the "Initial Exclusion
Property"); and
WHEREAS, on November 3, 2008, Petitioner submitted a written request (attached
hereto as Exhibit B and incorporated herein by this reference) to except from the Initial
Exclusion Property that portion of the Petitioner's property set forth on Exhibit C attached
hereto and incorporated herein by this reference, consisting of approximately 39 acres (the
"Excepted Property"). The Initial Exclusion Property less the Excepted Property shall be
referred to herein as the "Final Exclusion Property" and is more particularly set forth on Exhibit
D attached hereto and incorporated herein by this reference; and
WHEREAS, Petitioner is the 100% fee owner of the Final Exclusion Property; and
WHEREAS, the Final Exclusion Property is also located within the boundaries of the
Beebe Draw Farms Metropolitan District No. 2 ("District No. 2"); and
WHEREAS, the District and District No. 2 (the "Districts") were organized pursuant to a
Consolidated Service Plan dated May 1999 and approved by the Board of County
Commissioners of Weld County on July 21, 1999 (the "Service Plan"); and
WHEREAS, the Districts previously entered into an Intergovernmental Agreement dated
August 8, 2001, as amended March 4, 2004 and as further amended and superceded by that
certain Amended and Restated Intergovernmental Agreement dated November 3, 2008 (as
amended and restated, the "IGA"); and
WHEREAS, pursuant to the Service Plan, the Districts were organized to provide for the
financing, construction, operation and maintenance of the public improvements and services
needed for the Beebe Draw Farms and Equestrian Center (the "Development"); and
WHEREAS, pursuant to the Service Plan and IGA, District No. 2 is responsible for
administering and operating both Districts, furnishing all services, and acquiring, installing,
operating and maintaining the public improvements and services (the "Improvements"); and
WHEREAS, pursuant to the Service Plan and IGA, District No. 1 is obligated to impose a
debt service mill levy sufficient to pay its existing bonds and a general mill levy which revenues
are to be remitted to District No. 2 for the financing, construction, and operation and
maintenance of the Improvements; and
(00140302.DOC / 31
WHEREAS, the purpose of the Districts is to ensure that no area within the Development
becomes obligated for more than its share of the costs of the Improvements and to ensure that the
property tax levies remain uniform throughout the Development; and
WHEREAS, pursuant to the Service Plan and IGA, District No. 1 and District No. 2 are
authorized to impose a mill levy within their respective boundaries; and
WHEREAS, under the Service Plan, the Districts have complete discretion to approve the
inclusion and exclusion of property into and out of the boundaries of their respective District;
and
WHEREAS, the IGA requires the written approval of District No. 2 prior to the District
granting any exclusion of property from its boundaries; and
WHEREAS, at a public meeting held on November 3, 2008, District No. 2 by resolution
consented to the exclusion of the Final Exclusion Property from the boundaries of District No. 1,
a copy of which resolution is attached as Exhibit E and incorporated herein by this reference;
and
WHEREAS, the Petition was heard at a public meeting of the Board of Directors of the
District on October 20, 2008 at the hour of 6:00 p.m. at Pelican Lake Ranch Community Center,
16502 Beebe Draw Farms Parkway, Platteville, Colorado, after publication of notice on the filing
of such Petition, the place, time and date of such meeting, the name and address of the Petitioner,
and a general description of the property to be excluded in the Greeley Tribune on October 14,
2008, a copy of which proof of publication is attached hereto as Exhibit F and incorporated
herein by this reference; and
WHEREAS, public notice calling for a public hearing on the request for approval of the
Petition has been published in accordance with Section 32-1-501(2), C.R.S.; and
WHEREAS, following the public hearing on October 20, 2008, the District conditionally
approved the exclusion of the Initial Exclusion Property subject to the satisfaction of certain
conditions; and
WHEREAS, the Board of Directors has taken into consideration all of the factors set
forth in Section 32-1-501(3), C.R.S; and
WHEREAS, for the reasons set forth herein, it is deemed in the best interests of the
District and the Petitioner that the Final Exclusion Property be excluded from the District,
effective as of January 1, 2009.
NOW, THEREFORE, be it resolved by the Board of Directors of District that:
1. The Board of Directors finds that the following conditions established by the
Board at the public hearing on October 20, 2008 have been satisfied:
(00140302.DOC / 3 ) 2
(a) The Petitioner has paid or will cause to be paid the costs associated with
processing the Petition and requesting the Court to enter the Order for Exclusion, and recording
thereof; and
(b) The District and District No. 2 have entered into the IGA setting forth
those amendments necessitated by the Exclusion of the Final Exclusion Property to assure the
proper implementation of the Service Plan and the financing, construction, operation and
maintenance of the Improvements; and
(c) At a public meeting held on November 3, 2008, District No. 2 consented
to the exclusion of the Final Exclusion Property from the boundaries of District No. 1, as
required by the IGA.
2. The Board of Directors further finds that:
(a) exclusion of the Final Exclusion Property is in the best interests of the
Final Exclusion Property as it facilitates the financing, construction, operation and maintenance
of the Improvements set forth in the Service Plan;
(b) exclusion of the Final Exclusion Property is in the best interests of the
District as it facilitates the financing, construction, operation and maintenance of the
Improvements set forth in the Service Plan;
(c) exclusion of the Final Exclusion Property is in the best interests of the
County in which the District is located as it facilitates the financing, construction, operation and
maintenance of the Improvements set forth in the Service Plan which was approved by the
County;
(d) the relative costs and benefit to the Final Exclusion Property justify
exclusion from the District's services;
(e) the ability of the District in cooperation with District No. 2 pursuant to the
IGA, to provide economical and sufficient service to both the Final Exclusion Property and all of
the properties within the District's boundaries will not be adversely affected;
(0 the costs to provide the services to the Final Exclusion Property by District
No. 2 pursuant to the IGA will be provided more efficiently and therefore will be less;
(g) excluding the Final Exclusion Property will have a positive impact on
employment and other economic conditions in the District and surrounding areas as it will
facilitate the completion, operation and maintenance of the Improvements for the Development
as well as additional amenities to serve the current and future residents within the Development;
(h) excluding the Final Exclusion Property will have a positive economic
impact on the region and on the District, surrounding area and State as a whole as it will
facilitate the completion, operation and maintenance of the Improvements for the Development
as well as additional amenities to serve the current and future residents within the Development;
(00140302.DOC / 3) 3
(i) more economically feasible alternative services will be provided to the
Final Exclusion Property by District No. 2 pursuant to the IGA in the form of Improvements
being constructed which will directly serve the Final Exclusion Property; and
(j) it should not be necessary for the District to levy any additional costs on
other property within the District if the Petition is granted as modified because the Service Plan
and IGA require uniform taxation on all property within the Districts.
3. The Board of Directors of the District shall and hereby does further acknowledge
and resolve that in accordance with Section 32-1-503, C.R.S., the Final Exclusion Property
described herein shall be obligated to the same extent as all other property within the District
with respect to and shall be subject to the levy of taxes for the payment of that proportion of the
outstanding indebtedness of the District and interest thereon existing immediately prior to the
effective date of the Order for Exclusion consisting of the Beebe Draw Farms Metropolitan
District General Obligation Bonds, Series 1998, in the original principal amount of $2,000,000,
of which approximately $1,475,000 is currently outstanding ("Outstanding Indebtedness").
4. The Board of Directors of the District shall and hereby does further order that, in
accordance with Section 32-1-503(1), C.R.S., upon the effective date of the Order excluding the
Final Exclusion Property, the Final Exclusion Property shall not be subject to any property tax
levied by the Board of Directors of the District for the operating costs of the District.
5. The Board of Directors of the District shall and hereby does further resolve that in
its discretion it may establish, maintain, enforce and, from time to time, modify service charges,
tap fees, and other rates, fees, tolls and charges, upon residents or users in the area of the District
as it existed prior to the exclusion, including the Final Exclusion Property, to supplement the
proceeds of tax levies in the payment of the Outstanding Indebtedness and the interest thereon.
6. It is therefore ordered that the Petition be granted, as modified by the exception of
the Excepted Property; and that the boundaries of the District shall be altered by the exclusion of
the Final Exclusion Property as described below; and that the District Court of Weld County,
Colorado, in which Court an Order was entered establishing this District, be requested to enter an
Order that such real property be excluded from the District, effective as of January 1, 2009.
The name of the fee owner of one hundred percent (100%) of the Final Exclusion
Property and the legal description of the Final Exclusion Property, in conformance with title
documentation to be submitted by the Petitioner confirming fee ownership of the Final Exclusion
Property in the name of REI Limited Liability Company, are as follows:
Owner:
REI Limited Liability Company, a Wyoming limited
liability company qualified and doing business in Colorado
as Investors Limited Liability Company
Legal Description The land as described on Exhibit D and incorporated herein
of the Final by this reference.
Exclusion Property:
(00140302.DOC / 3) 4
APPROVED AND ADOPTED this 3'd day of November, 2008.
Attest:
BEEBE DRAW FARMS METROPOLITAN
DISTRICT -NO. 1
By:
Its:
{00140136.DOC / 3 ) 5
EXHIBIT A
Petition of REI, Limited Liability Company
{00140136.DOC / 2)
PETITION FOR EXCLUSION
In accordance with Section 32-1-501(1), C.R.S., the undersigned, REI LIMITED
LIABILITY COMPANY, a Wyoming limited liability company (the "Petitioner"), does hereby
respectfully petition the Beebe Draw Fanns Metropolitan District No. 1 ("District"), acting by
and through its Board of Directors ("Board"), for the exclusion of certain real property from the
boundaries of the District, subject to the conditions described herein (the "Exclusion").
The Petitioner represents to the District as follows:
1. The land to be excluded consists of approximately 2,266.118 acres situate in the
County of Weld, State of Colorado and is legally described on Exhibit A attached hereto and
incorporated herein by this reference (the "Property"), and, at present, constitutes a portion of the
District.
2. The Petitioner is the fee owner of one hundred percent (100%) of the Property and
no other person(s), entity or entities own(s) an interest in the Property except as beneficial
holder(s) of encumbrances.
3. The Petitioner hereby assents to the exclusion of the Property from the boundaries
of the District and to the entry of an Order in the District Court, County of Weld, State of
Colorado (the "Court"), excluding the Property from the boundaries of the District. The
Petitioner acknowledges that there shall be no withdrawal of the Petition from consideration by
the Board after publication of notice of the hearing therefore, without the Board's consent.
4. If requested by the Petitioner, the District and the Petitioner shall enter into an
Exclusion Agreement which addresses the conditions of the exclusion and the conditions upon
which the order of exclusion will be recorded with the Weld County Clerk and Recorder.
5. The Petitioner agrees that it will pay, or cause to be paid, the fees incurred by the
District, if any, for the Exclusion if this Petition is accepted, including the costs of publication of
appropriate legal notices and legal fees and costs incurred by the District in connection with the
Exclusion of the Property.
The Petitioner hereby requests that the Board approve the Exclusion of the Property from
the boundaries of the District and that the District file a motion with the Court requesting that an
Exclusion Order be entered, stating that from and after the effective date of the Exclusion Order,
the Property shall not be liable for bonded indebtedness, assessments or other obligations of the
District which may be incurred after the effective date of the Order.
{00132502.DOC v:U
Signed this I % fildayof September, 2008.
REI LIMITED LIABILITY COMPANY, a
Wyoming limited liability company
STAOF COLORADO //
COUNTY OFLanag
By:
Name: Christine Hethcock
Its: Manager
Address of Petitioner:
3(066 5, Lao „ Sui ZOO
Fv..a�ewa� f "f CO gear.
ss.
The foregoing instrument was acknowledged before me this f7' day of September,
2008, by Christine Hethcock, as Manager of REI LIMITED LIABILITY COMPANY, a
Wyoming limited liability company.
Witness my hand and official seal.
My commission expires: 6.-42-07
{00132502.DOC v:l) 2
EXHIBIT A
Legal Description of Property
{00132502.DDC vi }
Beebe Draw Filing 2 Legal Description:
Legal Description of a parcel of land being a portion of that certain parcel of land described on the
boundary survey recorded April 12, 1995 in Book 1487, Page 123 under Reception No. 2433894 on file in
the office of the Clerk and Recorder, Weld County, Colorado situate in Sections 4, 5, 8, 9, 10 and 17,
Township 3 North, Range 65 West of the 6i° Principal Meridian being more particularly described as
follows:
Beginning at the Southwest Corner of said Section 8 and considering the West line of said Section 8 as
bearing North 00°09'35" West and with all bearings contained herein relative thereto; thence along said
West line North 00°09'35" West 1994.84 feet to a point on the Southerly line of the corrected first filing
plat of Beebe Draw Farms and Equestrian Center recorded December 13, 1989 in Book 1251 under
Reception No. 02200074 according to the plat on file in the office of the Clerk and Recorder, said County;
thence along the boundary of said plat the following 53 courses and distances; South 73°10'00" East
888.37 feet; thence South 16°50'00" West 153.46 feet; thence South 46°50'08" East 749.22 feet; thence
North 55°46'07" East 97.84 feet; thence South 46°59'23" East 1326.17 feet; thence North 83°33'14" East
694.12 feet; thence North 32°48'49" East 257.46 feet to a point on a curve concave to the Northeast having
a central angle of 21°56'45" and a radius of 993.66 feet a radial line passing through said point bears
South 31°07'32" West; thence Southeasterly along the arc of said curve 380.60 feet to the end of said
curve; thence tangent from said curve South 80°49'12" East 169.63 feet to the beginning of a tangent
curve concave to the Southwest having a central angle of 26°11'26" and a radius of 1221.67 feet; thence
Southeasterly along the arc of said curve 558.44 feet to the end of said curve; thence tangent from said
curve South 54°37'46" East 70.54 feet; thence North 35°22'14" East 150.48 feet; thence North 85°40'29"
East 507.75 feet; thence South 87°32'47" East 399.71 feet; thence South 78°20'53" East 391.38 feet;
thence North 139457" West 1387.81 feet; thence South 88°16'34" East 170.52 feet; thence South
37°13'43" East 1250.00 feet; thence South 62°09'58" East 450.00 feet; thence South 79°40'14" East
400.00 feet; thence South 75°25'39" East 450.00 feet; thence North 89°41'05" East 398.67 feet; thence
North 00°22'03" East 470.01 feet; thence South 89°41'05" West 50.00 feet; thence North 00°22'04" East
495.00 feet; thence North 89°37'55" West 91.83 feet; thence North 42°24'27" West 646.46 fret; thence
North 72°26'31" West 54.60 feet; thence North 17°17'09" West 207.35 feet; thence North 00°16'43" East
348.60 feet; thence North 12°04'51" West 380.71 feet; thence North 06°35'57" West 425.17 feet; thence
North 41°32'24" West 327.37 feet; thence North 31°19'19" West 302.66 feet; thence North 23°33'38"
West 293.98 feet; thence North 20°56'25" West 650.00 feet; thence North 34°55'56" West 423.91 feet;
thence North 52°36'54" West 357.78 feet to a point on the South right-of-way line of Beebe Draw Farms
Parkway; thence along said South right-of-way line the following three courses and distances; South
37°23'06" West 155.00 feet to the beginning of a tangent curve concave to the Northwest having a central
angle of 28°09'58" and a radius of 1141.35 feet; thence Southwesterly along the arc of said curve 561.08
feet to the end of said curve; thence tangent from said curve South 65°33'04" West 266.94 feet; thence
North 24°26'46" West 100.00 feet; thence North 46°08'35 West 1117.27 feet; thence South 74°02'57"
West 850.00 feet to a point on a curve concave to the Southwest having a central angle of 21°01'08" and a
radius of 986.23 feet; a radial line passing though said point bears North 62°51'38" East; thence
Northwesterly along the arc of said curve 361.80 feet to the end of said curve; thence tangent from said
curve North 48°09'30" West 225.00 feet; thence South 41°50'30" West 235.00 feet to the beginning of a
tangent curve concave to the Southeast having a central angle of 20°43'40" and a radius of 225.00 feet;
thence Southwesterly along the arc of said curve 81.40 feet to the end of said curve; a radial line passing
through said end of curve bears North 68°53'10" West; thence departing said curve North 68°53'10" West
I
450.00 feet; thence South 38°50'00" West 331.13 feet; thence North 72°28'11" West 508.22 feet; thence
South 86°32'30" West 1532.88 feet; thence South 89°50'25" West 200.00 feet to a point on the West line
of said Section 8; thence departing said corrected first filing plat of Beebe Draw Frames and Equestrian
Center and along said West line of said Section 8 North 00°09'35" West 206.16 feet to the Northwest
Corner of said Section 8; thence along the West line of the Southwest Quarter of said Section 5 North
00°25'20" West 2654.03 feet to the West Quarter Corner of said Section 5; thence along the West line of
the Northwest Quarter of said Section 5 North 00°24'27" West 1327.22 feet to the Southwest Corner of the
North Half of the Northwest Quarter of said Section 5; thence along the South line of the North Half of the
Northwest Quarter of said Section 5 North 89°44'21" East 2631.31 feet to the Southeast Corner of the
North Half of the Northwest Quarter of said Section 5; thence along the South line of the Northwest
Quarter of the Northeast Quarter from said Section 5 North 89°44'21" East 1331.58 feet to the Southeast
Quarter of the Northwest Quarter of the Northeast Quarter of said Section 5; thence along the East line of
the Northwest Quarter of the Northeast Quarter of said Section 5 North 00°3858" West 1325.38 feet to the
Northeast Corner of the Northwest Quarter of the Northeast Quarter of said Section 5; thence along the
North line of the Northeast Quarter of said Section 5 North 89°39'41" East 1333.17 feet to the Northeast
Corner of said Section 5; thence along the North line of the Northwest. Quarter of said Section 4 North
89°45'43" East 2638.09 feet to the North Quarter Corner of said Section 4; thence along the North line of
the Northeast Quarter of said Section 4 North 89°24'30" East 805.01 feet; thence departing said North line
South 40°03'54" East 9.61 feet; thence South 10°09'16" West 45.49 feet; thence South 27°01'56" West
281.98 feet; thence South 35°02'52" West 129.95 feet; thence South 46°24'35" West 113.95 feet; thence
South 67°56'11" West 114.41 feet to the beginning of a tangent curve concave to the Southeast having a
central angle of 43°14'52" and a radius of 210.00 feet; thence Southwesterly along the arc of said curve
158.51 feet to the end of said curve; thence tangent from said curve South 24°41'19" West 39.72 feet to
the beginning of a tangent curve concave to the Southeast having a central angle of 68°10'08" and a radius
of 217.23 feet; thence Southeasterly along the arc of said curve 258.45 feet to the end of said curve; thence
tangent from said curve South 43°28'49" East 159.97 feet to the beginning of a tangent curve concave to
the Southwest having a central angle of 48°38'11" and a radius of 81.88 feet; thence Southwesterly along
the arc of said curve 69.51 feet to the end of said curve; thence tangent from said curve South 05°09'21"
West 19.20 feet to the beginning of a tangent curve concave to the Northwest having a central angle of
25°54'10" and a radius of 260.90 feet; thence Southwesterly along the arc of said curve 117.95 feet to the
end of said curve; thence tangent from said curve South 31°03'31" West 130.58 feet; thence South
09°40'49" West 95.26 feet; thence South 03°11'34" East 116.07 feet to the beginning of a tangent curve
concave to the Northeast having a central angle of 36°30'36" East and a radius of 180.24 feet; thence
Southeasterly along the arc of said curve 114.85 feet to the end of said curve; thence tangent from said
curve South 39°42'10" East 116.57 feet to the beginning of a tangent curve concave to the Northeast
having a central angle of 45°22'31" East and a radius of 114.82 feet; thence Southeasterly along the arc of
said curve 90.93 feet to the end of said curve; thence tangent from said curve South 85°04'41" East 170.71
feet to the beginning of a tangent curve concave to the Southwest having a central angle of 68°29'30" and
a radius of 126.33 feet; thence Southeasterly along the arc of said curve 151.02 feet to the end of said
curve; thence tangent from said curve South 16°35'11" East 120.95 feet to the beginning of a tangent
curve concave to the West having a central angle of 25°35'07" and a radius of 440.41 feet; thence
Southwesterly along the arc of said curve 196.66 feet to the end of said curve; thence tangent from said
curve South 08°59'57" West 101.24 feet to the beginning of a tangent curve concave to the Northeast
having a central angle of 59°32'10" and a radius of 242.34 feet; thence Southeasterly along the arc of said
curve 251.82 feet to the end of said curve; thence tangent from said curve South 50°32'12" East 97.62 feet;
thence North 89°31'48" East 283.17 feet; thence South 31°18'26" East 113.96 feet; thence South
58°32'01" West 57.39 feet; thence South 31°27'59" East 522.19 feet; thence South 10°25'00" East 99.33
feet; thence South 33°44'57" East 157.31 feet; thence South 51°33'07" West 95.52 feet; thence South
2
00°2373" East 177.92 feet; thence South 10°18'08" East 78.26 feet; thence South 30°46'04" East 152.46
feet; thence South 47°55'59" East 265.05 feet; thence South 37°58'27" West 164.42 feet; thence South
06°08'57" West 239.20 feet; thence South 33°32'01" East 129.62 feet; thence South 74°20'38" East
218.49 feet; thence South 21°05'43" East 136.12 feet; thence South 05°34'34" East 216.02 feet; thence
South 40°38'47" East 130.48 feet; thence South 06°37'24" West 112.76 feet; thence South 13°34'05" East
59.67 feet; thence South 35°26'15" East 136.24 feet; thence South 49°59'28" East 73.11 feet; thence
South 72°02'53" East 149.26 feet; thence South 28°24'37" East 133.73 feet; thence South 40°21'43" East
122.55 feet; thence South 31°08'11" East 168.24 feet; thence South 35°26'36" East 144.84 feet; thence
South 52°48'46" East 145.60 feet; thence South 53°35'11" East 274.60 feet; thence South 01°31'42" West
75.03 feet; thence South 30°0375" West 263.26 feet; thence South 06°03'06" East 282.44 feet; thence
South 25°15'38" East 337.55 feet; thence South 23°51'00" East 264.59 feet; thence South 29°30'32" East
174.35 feet; thence South 37°11'17" East 96.99 feet; thence South 52°03'02" East 69.68 feet; thence
South 55°31'03" East 148.65 feet; thence South 16°1178" East 138.93 feet; thence South 42°5222" East
177.69 feet; thence South 25°09'33" East 155.19 feet; thence South 24°47'22" East 180.62 feet; thence
South 36°43'50" East 146.03 feet; thence South 25°08'32" West 111.15 feet; thence South 02°01'46" East
227.19 feet; thence South 20°03'30" East 193.90 feet; thence South 12°32'52" East 346.85 feet; thence
South 10°22'25" West 264.13 feet; thence South 05°07'51" West 157.19 feet; thence South 32°32'42"
West 220.12 feet; thence South 19°19'50" West 268.66 feet; thence South 38°04'09" West 284.92 feet;
thence South 79°43'19" West 714.61 feet; thence South 24°52'21" West 224.67 feet; thence South
07°13'48" East 37.52 feet to a point on the South line of said Section 10; thence along said South line
South 89°28'30" West 283.01 feet to the Northeast Corner of said Section 9; thence along the South line of
said Section 9 South 89°41'18" West 5121.15 feet to the Northeast Corner of said Section 17; thence along
the East line of said Section 17 South 00°3071" East 5282.59 feet to the Southeast Corner of said Section
17; thence along the South line of said Section 17 South 89°33'05" West 5327.95 feet to the Southwest
Corner of said Section 17; thence along the West line of said Section 17 North 00°29'44" West 5259.39
feet to the POINT OF BEGINNING.
EXCEPTING THEREFROM the following two (2) parcels:
Parcel 1 - School Site
Legal Description of a parcel of land being a portion of the Northwest Quarter of Section 4 and the
Northeast Quarter of Section 5, Township 3 North, Range 65 West of the 6'h P.M., Weld County,
Colorado, being more particularly described as follows:
Beginning at the Northwest corner of said Section 4 and considering the North line of the Northwest
Quarter of said Section 4 as bearing North 89°45'43" East and with all bearings contained herein relative
thereto; thence along said North line North 89°45'43" East 844.05 feet; thence departing said North line
South 00°19'37" West 30.00 feet to the TRUE POINT OF BEGINNING; thence South 00°19'37" West
674.51 feet to the beginning of a tangent curve concave to the Northwest having a central angle of
10°04'02" and a radius of 435.00 feet; thence Southwesterly along the arc of said curve 76.43 feet to the
end of said curve, a radial line passing through said end of curve bears South 79°36'20" East; thence
departing said curve South 89°45'34" West 2157.24 feet to a point on the East line of the Northwest
Quarter of the Northeast Quarter of said Section 5; thence along said East line North 00°38'58" West
748.22 feet; thence departing said East line North 89°39'41" East 1332.98 feet; thence North 89°45'43"
East 843.75 feet to the TRUE POINT OF BEGINNING.
3
Parcel 2 - Fire Station Site
Legal Description of a parcel of land being a portion of the Northwest Quarter of Section 4, Township 3
North, Range 65 West of the 6t° P.M., Weld County, Colorado, being more particularly described as
follows:
Beginning at the Northwest corner of said Section 4 and considering the North line of the Northwest
Quarter of said Section 4 as bearing North 89°4543" East and with all bearings contained herein relative
thereto; thence along said North line North 89°45'43" East 924.06 feet; thence departing said North line
South 00°19'37" West 30.00 feet to the TRUE POINT OF BEGINNING; thence North 89°45'43" East
400.02 feet; thence South 00°19'37" West 404.39 feet; thence North 89°40'23" West 400.00 feet; thence
North 00°19'37" East 400.44 feet to the TRUE POINT OF BEGINNING.
Containing 2,266.118 acres, more or less, and is subject to all easements, agreements and rights -of -way of
record.
4
EXHIBIT B
Written Request to Except Certain Property from the Initial Exclusion Property
l00140136.DOC/ 2]
November 3, 2008
VIA HAND DELIVERY
Beebe Draw Farms Metropolitan District No. 1
Board of Directors
Collins, Cockrel & Cole
390 Union Blvd. #400
Lakewood, CO 80228
Re: REI Limited Liability Company Petition for Exclusion
Dear Board:
As you know, on or about October 7, 2008, REI Limited Liability Company ("REI") submitted a
Petition for Exclusion ("Petition") with the Beebe Draw Farms Metropolitan District No. 1
("District") requesting the District exclude from the boundaries of the District the real property
described in Exhibit A of the Petition ("Initial Exclusion Property"). The Initial Exclusion
Property consisted of approximately 2,266 acres of undeveloped property.
Since the filing of its Petition, REI has become aware of certain issues related to ownership and
title of approximately 39 acres of property contained within the Initial Exclusion Property. REI
is currently working with its legal counsel and the title company to resolve all ownership issues
as soon as possible. In the meantime, REI requests that the Initial Exclusion Property be
modified to except approximately 39 acres of property, as more particularly set forth on Exhibit
A attached hereto and incorporated herein by this reference ("Excepted Property").
Accordingly, REI respectfully requests that the District grant its Petition, as modified, to exclude
that property set forth on Exhibit B attached hereto and incorporated herein by this reference
(which represents the Initial Exclusion Property less the Excepted Property). At such time when
all ownership and title issues have been resolved, REI will submit a petition to the District to
exclude the Excepted Property.
Very truly yours,
Its
Christine Hethcock
REI Limited Liability Company
Manager
3600 S. Logan, Suite 200
Englewood, CO 80113
Enclosures
cc: Vince Toenjes, Esq.
McCready Sisneros, P.C.
(00135859.DOC v:1
EXHIBIT A
' EXCEPTED PROPERTY
The following described real property located in the County
of Weld, State, .o! Colorado:
Tawnehiv 3 North.- Renee SE West of the 6th P.N.:
Section 4: The NA or the Si a:taept for the following
described parcel:
Commencing at the Northeast corner of the
Myer Section 4, thence along the North
line o! the said Npb,.South 80.35'03" West,
30_00'teet, thence South 0A'38'25" East,
30:00 feet parallel'with the East lino of
said.NS* to the true Point of Beginning:
thence centiniing South 00.3.5'25" East,
208.72 feet, thence South 89.35'05" West,
208.71 feet,. thence North 00.39'25" west,
208.73 feet, thence parallel with -the North
,fete of said W North 89.35'05" Bast,.
208.71'teet to the True Point of Beginning.
Said parcel contains 39 acres, more or less.
also known by street and nuMbor as: unimproved land; no
street address, With all its appurtenances
EXHIBIT B
Beebe Draw Filing 2 Legal Description:
Legal Description of a parcel of land being a portion of that certain parcel of land described on the
boundary survey recorded April 12, 1995 in Book 1487, Page 123 under Reception No. 2433894 on file in
the office of the Clerk and Recorder, Weld County, Colorado situate in Sections 4, 5, 8, 9, 10 and 17,
Township 3 North, Range 65 West of the 6i° Principal Meridian being more particularly described as
follows:
Beginning at the Southwest Corner of said Section 8 and considering the West line of said Section 8 as
bearing North 00°09'35" West and with all bearings contained herein relative thereto; thence along said
West line North 00°09'35" West 1994.84 feet to a point on the Southerly line of the corrected first filing
plat of Beebe Draw Farms and Equestrian Center recorded December 13, 1989 in Book 1251 under
Reception No. 02200074 according to the plat on file in the office of the Clerk and Recorder, said County;
thence along the boundary of said plat the following 53 courses and distances; South 73°10'00" East
888.37 feet; thence South 16°50'00" West 153.46 feet; thence South 46°50'08" East 749.22 feet; thence
North 55°46'07" East 97.84 feet; thence South 46°59'23" Bast 1326.17 feet; thence North 83°33'14" East
694.12 feet; thence North 32°48'49" East 257.46 feet to a point on a curve concave to the Northeast having
a central angle of 21 °56'45" and a radius of 993.66 feet; a radial line passing through said point bears
South 31°07'32" West; thence Southeasterlyalong the arc of said curve 380.60 feet to the end of said
curve; thence tangent from said curve South 80°49'12" Bast 169.63 feet to the beginning of a tangent
curve concave to the Southwest having a central angle of 26° 11'26" and a radius of 1221.67 feet; thence
Southeasterly along the arc of said curve 558.44 feet to the end of said curve; thence tangent from said
curve South 54°37'46" East 70.54 feet; thence North 35°22'14" East 150.48 feet; thence North 85°4029"
East 507.75 feet; thence South 87°32'47" Bast 399.71 feet; thence South 78°20'53" East 391.38 feet;
thence North 13°54'57" West 1387.81 feet; thence South 88°16'34" East 170.52 feet; thence South
37°13'43" East 1250.00 feet; thence South 62°09'58" Bast 450.00 feet; thence South 79°40'14" East
400.00 feet; thence South 75°25'39" East 450.00 feet; thence North 89°41'05" East 398.67 feet; thence
North 00°22'03" East 470.01 feet; thence South 89°41'05" West 50.00 feet; thence North 00°22'04" East
495.00 feet; thence North 89°37'55" West 91.83 feet; thence North 42°24'27" West 646.46 feet; thence
North 72°26'31" West 54.60 feet; thence North 17°17'09" West 207.35 feet; thence North 00°16'43" East
348.60 feet; thence North 12°04'51" West 380.71 feet; thence North 06°35'57" West 425.17 feet; thence
North 41°32'24" West 327.37 feet; thence North 31°19'19" West 302.66 feet; thence North 23°33'38"
West 293.98 feet; thence North 20°56'25" West 650.00 feet; thence North 34°55'56" West 423.91 feet;
thence North 5296'54" West 357.78 feet to a point on the South right-of-way line of Beebe Draw Farms
Parkway; thence along said South right-of-way line the following three courses and distances; South
37°23'06" West 155.00 feet to the beginning of a tangent curve concave to the Northwest having a central
angle of 28°09'58" and a radius of 1141.35 feet; thence Southwesterly along the arc of said curve 561.06
feet to the end of said curve; thence tangent from said curve South 65°33'04" West 266.94 feet; thence
North 24°26'46" West 100.00 feet; thence North 46°08'35 West 1117.27 feet; thence South 74°02'57"
West 850.00 feet to a point on a curve concave to the Southwest having a central angle of 21°01'08" and a
radius of 986.23 feet; a radial line passing though said point bears North 62°5198" East; thence
Northwesterly along the arc of said curve 361.80 feet to the end of said curve; thence tangent from said
curve North 48°09'30" West 225.00 feet; thence South 41.50'30" West 235.00 feet to the beginning of a
tangent curve concave to the Southeast having a central angle of 20°43'40" and a radius of 225.00 feet;
thence Southwesterly along the arc of said curve 81.40 feet to the end of said curve; a radial line passing
through said end of curve bears North 68°53'10" West; thence departing said curve North 68°53'10" West
1
450.00 feet; thence South 38°50'00" West 331.13 feet; thence North 72°28'11" West 508.22 feet; thence
South 86°32'30" West 1532.88 feet; thence South 89°5075" West 200.00 feet to a point on the West line
of said Section 8; thence departing said corrected rust filing plat of Beebe Draw Frames and Equestrian
Center and along said West line of said Section 8 North 00°09'35" West 206.16 feet to the Northwest
Corner of said Section 8; thence along the West line of the Southwest Quarter of said Section 5 North
00°2570" West 2654.03 feet to the West Quarter Corner of said Section 5; thence along the West line of
the Northwest Quarter of said Section 5 North 00°24'27" West 1327.22 feet to the Southwest Corner of the
North Half of the Northwest Quarter of said Section 5; thence along the South line of the North Half of the
Northwest. Quarter of said Section 5 North 89°44'21" Bast 2631.31 feet to the Southeast Corner of the
North Half of the Northwest Quarter of said Section 5; thence along the South line of the Northwest
Quarter of the Northeast Quarter from said Section 5 North 89°4471" East 133138 feet to the Southeast
Quarter of the Northwest Quarter of the Northeast Quarter of said Section 5; thence along the East line of
the Northwest Quarter of the Northeast Quarter of said Section 5 North 00°38'58" West 1325.38 feet to the
Northeast Corner of the Northwest Quarter of the Northeast Quarter of said Section 5; thence along the
North line of the Northeast Quarter of said Section 5 North 89°39'41" East 1333.17 feet to the Northeast
Corner of said Section 5; thence along the North line of the Northwest Quarter of said Section 4 North
89°45'43" East 2638.09 feet to the North Quarter Corner of said Section 4; thence along the North line of
the Northeast Quarter of said Section 4 North 89°24'30" East 805.01 feet; thence departing said North line
South 40°03'54" East 9.61 feet; thence South 10°09'16" West 45.49 feet; thence South 27°01'56" West
281.98 feet; thence South 35°02'52" West 129.95 feet; thence South 46°2435" West 113.95 feet; thence
South 67°56'11" West 114.41 feet to the beginning of a tangent curve concave to the Southeast having a
central angle of 43° 14'52" and a radius of 210.00 feet; thence Southwesterly along the arc of said curve
158.51 feet to the end of said curve; thence tangent from said curve South 24°41'19" West 39.72 feet to
the beginning of a tangent curve concave to the Southeast having a central angle of 68°10'08" and a radius
of 217.23 feet; thence Southeasterly along the arc of said curve 258.45 fed to the and of said curve; thence
tangent from said curve South 43°28'49" East 159.97 feet to the beginning of a tangent curve concave to
the Southwest having a central angle of 48°38'11" and a radius of 81.88 feet; thence Southwesterly along
the arc of said curve 6931 feet to the end of said curve; thence tangent from said curve South 05°09'21"
West 19.20 feet to the beginning of a tangent curve concave to the Northwest having a central angle of
25°54'10" and a radius of 260.90 feet; thence Southwesterly along the arc of said curve 117.95 feet to the
end of said curve; thence tangent from said curve South 31°03'31" West 130.58 feet; thence South
09°40'49" West 95.26 feet; thence South 03°11'34" East 116.07 feet to the beginning of a tangent curve
concave to the Northeast having a central angle of 36°30'36" Bast and a radius of 180.24 feet; thence
Southeasterly along the arc of said curve 114.85 feet to the end of said curve; thence tangent from said
curve South 39°42'10" East 11637 feet to the beginning of a tangent curve concave to the Northeast
having a central angle of 45°22'31" East and a radius of 114.82 feet; thence Southeasterly along the arc of
said curve 90.93 feet to the end of said curve; thence tangent from said curve South 85°04'41" East 170.71
feet to the beginning of a tangent curve concave to the Southwest having a central angle of 68°29'30" and
a radius of 126.33 feet; thence Southeasterly along the arc of said curve 151.02 feet to the end of said
curve; thence tangent from said curve South 16°35'11" East 120.95 feet to the beginning of a tangent
curve concave to the West having a central angle of 25°35'07" and a radius of 440.41 feet; thence
Southwesterly along the arc of said curve 196.66 feet to the end of said curve; thence tangent from said
curve South 08°59'57" West 101.24 feet to the beginning of a tangent curve concave to the Northeast
having a central angle of 59°32'10" and a radius of 242.34 feet; thence Southeasterly along the arc of said
curve 251.82 feet to the end of said curve; thence tangent from said curve South 50°32'12" East 97.62 feet;
thence North 89°31'48" East 283.17 feet; thence South 3198'26" East 113.96 feet; thence South
58°32'01" West 57.39 feet; thence South 31°27'59" East 522.19 feet; thence South 10°25'00" East 99.33
feet; thence South 33°44'57" East 157.31 feet; thence South 51°33'07" West 95.52 feet; thence South
2
00°23'23" East 177.92 feet; thence South 10°18'08" East 78.26 feet; thence South 30°46'04" East 152.46
feet; thence South 47°55'59" East 265.05 feet; thence South 37°5827" West 164.42 feet; thence South
06°08'57" West 239.20 feet; thence South 33°32'01" East 129.62 feet; thence South 74°20'38" East
218.49 feet; thence South 21°05'43" East 136.12 feet; thence South 05°34'34" East 216.02 feet; thence
South 40°38'47" East 130.48 feet; thence South 06°37'24" West 112.76 feet; thence South 13°34'05" East
59.67 feet; thence South 35°26'15" East 136.24 feet; thence South 49°59'28" East 73.11 feet; thence
South 72°02'53" Bast 149.26 feet; thence South 28°24'37" East 133.73 feet; thence South 40°21'43" East
122.55 feet; thence South 31°08'11" East 168.24 feet; thence South 35°26`36" East 144.84 feet; thence
South 52°48'46" East 145.60 feet; thence South 53°35'11 East 274.60 feet; thence South 01°31'42" West
75.03 feet; thence South 30°0325" West 263.26 feet; thence South 06°03'06" East 282.44 feet; thence
South 25°1538" East 337.55 feet; thence South 23°51'00" East 264.59 feet; thence South 29°30'32° East
174.35 feet; thence South 37°11'17" East 96.99 feet; thence South 52°03'02" East 69.68 feet; thence
South 55°31'03" East 148.65 feet; thence South 16°11'28" East 138:93 feet; thence South 42°5222" East
177.69 feet; thence South 25°09'33" East 155.19 feet; thence South 24°47'22" East 180.62 feet; thence
South 36°43'50" East 146.03 feet; thence South 25°08'32" West 111.15 feet; thence South 02°01'46" East
227.19 feet; thence South 20°03'30" East 193.90 feet; thence South 12°32'52" East 346.85 fat; thence
South 10°22'25" West 264.13 feet; thence South 05°07'51" West 157.19 feet; thence South 32°32'42"
West 220.12 feet; thence South 19°19'50" West 268.66 feet; thence South 38°04'09" West 284.92 feet;
thence South 79°43'19" West 714.61 feet; thence South 24°52'21" West 224.67 feet; thence South
07°13'48" East 37.52 feet to a point on the South line of said Section 10; thence along said South line
South 89°28'30" West 283.01 feet to the Northeast Corner of said Section 9; thence along the South line of
said Section 9 South 89°41'18" West 5121.15,feet to the Northeast Corner of said Section 17; thence along
the East line of said Section 17 South 00°3021" East 5282.59 feet to the Southeast Corner of said Section
17; thence along the South line of said Section 17 South 89°33'05" West 5327.95 feet to the Southwest
Corner of said Section 17; thence along the West line of said Section 17 North 00°29'44" West 5259.39
feet to the POINT OF BEGINNING.
EXCEPTING THEREFROM the following two (2) parcels:
Parcel 1 - School Site
Legal Description of a parcel of land being a portion of the Northwest Quarter of Section 4 and the
Northeast Quarter of Section 5, Township 3 North, Range 65 West of the 6* P.M., Weld County,
Colorado, being more particularly described as follows:.
Beginning at the Northwest corner of said Section 4 and considering the North line of the Northwest
Quarter of' said Section 4 as bearing North 89°45'43" East and with all bearings contained herein relative
thereto; thence along said North line North 89°45'43" East 844.05 feet; thence departing said North line
South 00°19'37" West 30.00 feet to the TRUE POINT OF BEGINNING; thence South 0099'37" West
674.51 feet to the beginning of a tangent curve concave to the Northwest having a central angle of
10°04'02" and a radius of 435.00 feet; thence Southwesterly along the arc of said curve 76.43 feet to the
end of said curve, a radial line passing through said end of curve bears South 79°36'20" East; thence
departing said curve South 89°45'34" West 2157.24 feet to a point on the East line of the Northwest
Quarter of the Northeast Quarter of said Section 5; thence along said East line North 00°38'58" West
748.22 feet; thence departing said Bast line North 89°39'41" East 1332.98 feet; thence North 89°45'43"
East 843.75 feet to the TRUE POINT OF BEGINNING.
3
Parcel 2 - Fire Station Site
Legal Description of a parcel of land being a portion of the Northwest Quarter of Section 4, Township 3
North, Range 65 West of the 6i° P.M., Weld County, Colorado, being more particularly described as
follows:
Beginning at the Northwest corner of said Section 4 and considering the North line of the Northwest
Quarter of said Section 4 as bearing North 89°45'43" East and with all beatings contained herein relative
thereto; thence along said North line North 89°45'43" East 924.06 feet; thence departing said North line
South 00°19'37" West 30.00 feet to the TRUE POINT OF BEGINNING; thence North 89°45'43" East
400.02 feet; thence South 00°19'37" West 404.39 feet; thence North 89°40'23" West 400.00 feet; thence
North 00°19'37" East 400.44 feet to the TRUE POINT OF BEGINNING.
EXCEPT FOR THE FOLLOWING PROPERTY:
The following described real property located in the County
of Weld, State of Colorado:
Township 3 North. Rana 68 West of the 6th P.M.;
section 4: The NO of the NBA except for the following
described parcel: -
Cciamlenchwat corner of the
NW% of Section 4, 4,Northeast
thence along the North
line of the said NW#, South 89.35'05" West,
30.00.feet; thence South 00.35'25" Nast,
30.00 feet parallal'.with the East line of
said NW} to the true Point of Beginning:
thence continuing south 00°35.'25" East,
206.71 teat; thence South 89.35'08" West,
208.71 .feet:. thence North 00•38'250 West,
208.71 feet: thence parallel with the North
line of said Big -North 89'35'05" East,
.208.71 feet to the True Point of Beginning.
Said parcel contains 39 acres, more or less.
also known by street and number as: unimproved land; no
street address, with all its appurtenances.
Containing 2227.118 acres, more or less
4
EXHIBIT C
Excepted Property
(00140136.DOC /2)
• EXCEPTED PROPERTY
The fallowing d ac ribel seal proierty located in the Cmmty
of Weld, stato,at Calatadet
=mob s torek, amuse dB waste the 6th PALS
Section as Who ink ottbe O% except !or the following
deecrihed l
C9somnclag at the letbart owner of t e :
3#y ..0t Suction 4, them along the Worth
lins at• the Nit s%, Saetb ti•si'0is Peetr
30.00'$eett lbws Sean 00.31'3' test,
30.00 feat pesedlel' with the nut line of
aaia a64 to do tros•Pniat of lugimungl
boa coatis _t-.. Seth 00°35036" flat,
306.73 feet; thence Oeatt OD•30'00s West,
206.71 f`ett. thence Z .lI1 00'35'3r fast,
206.71 teat; theses parellel with •the Reath
Liao; aeid• env or Sr
205.71 fset to the tree Point of Beginni g.
Said parcel oantains 39 acres, more or loss.
•
also known by suet sad saber ass .10.11030"on laMi no
street address► with ell its importunes.
EXHIBIT D
Final Exclusion Property
{00140136.DOC / 21
Beebe Draw Filing 2 Legal Description:
A parcel of land being a portion of that certain parcel of land described on the boundary survey recorded
April 12, 1995 in Book 1487, Page 123 under Reception No. 2433894 on file in the office of the Clerk
and Recorder, Weld County, Colorado situate in Sections 4, 5, 8, 9, 10 and 17, Township 3 North, Range
65 West of the 6th Principal Meridian being more particularly described as follows:
Beginning at the Southwest Corner of said Section 8 and considering the West line of said Section 8 as
bowing North 00°09'35" West and with all bearings contained herein relative thereto; thence along said
West line North 00°09'35" West 1994.84 feet to a point on the Southerly line of the corrected first filing
plat of Beebe Draw Farms and Equestrian Center recorded December 13, 1989 in Book 1251 under
Reception No. 02200074 according to the plat on file in the office of the Clerk and Recorder, said
County; thence along the boundary of said plat the folbwing 53 courses and distances; South 73°10'00"
East 888.37 feet; thence South 16°50'00" West 153.46 feet; thence South 46°50'08" East 749.22 feet;
thence North 55°46'07" East 97.84 fleet; thence South 46°5923" East 1326.17 feet; thence North
83°33'14" East 694.12 feet; thence North 32°48'49" East 257.46 feet to a point on a curve concave to the
Northeast having a central angle of 21°56'45" and a radius of 993.66 feet; a radial line passing through
said point bears South 31°07'32" West thence Southeasterly along the arc of said curve 380.60 feet to the
end of said curve; thence tangent from said curve South 80°49'12" East 169.63 feet to the beginning of a
tangent curve concave to the Southwest having a central angle of 26°1P26" and a radius of 1221.67 feet;
thence Southeasterly along the arc of said curve 558.44 feet to the end of said curve; thence tangent from
said curve South 54°37'46" East 70.54 feet; thence North 35°22'14" East 150.48 feet; thence North
85°40'29" East 507.75 feet; thence South 87°32'47" East 399.71 feet; thence South 78°20'53" East 39138
feet
thence North 13°54'57" West 1387.81 feet; thence South 88°16'34" East 170.52 feet; thence South
37°13'43" East 1250.00 feet; thence South 62°09'58" East 450.00 feet; thence South 79°40'14" East
400.00 feet;
thence South 75°25'39" East 450.00 feet thence North 89°41'05" East 398.67 feet; thence North
00°22'03" East 470.01 feet; thence South 89°41'05" West 50.00 few thence North 00°22'04" East 495.00
feet; thence North 89°37'55" West 91.83 feet;
thence North 42°24'27" West 646.46 feet; thence North 12°26'3 I" West 54.60 feet; thence North
1797'09" West 20735 feet; thence North 00°16'43" East 348.60 feet; thence North 12°04'51" West
380.71 feet;
thence North 06°35'57" West 425.17 feet; thence North 41°32'24" West 327.37 feet; thence North
31°19'19" West 302.66 feet
thence North 23°33'38" West 293.98 feet; thence North 20°56'25" West 650.00 feet; thence North
34°55'56" West 423.91 feet; thence North 52°36'54" West 357.78 feet to a point on the South right-of-
way line of Beebe Draw Fanns Parkway; thence along said South right-of-way line the following three
courses and distances; South 37°23'06" West 155.00 feet to the beginning of a tangent curve concave to
the Northwest having a central angle of 28°09'58" and a radius of 1141.35 feet; thence Southwesterly
along the arc of said curve 561.08 feet to the end of said curve; thence tangent from said curve South
65°33'04" West 266.94 feet; thence North 24°26'46" West 100.00 feet; thence North 46°08'35 West
11(7.27 feet; thence South 74°02'57" West 850.00 feet to a point on a curve concave to the Southwest
having a central angle of 21°01'08" and a radius of 98623 feet a radial line passing though said point
Form No. 1830.1 (CO -88) (Continued)
bears North 62°51'38" East; thence Northwesterly along the arc of said curve 361.80 feet to the end of
said curve; thence tangent from said curve North 48°09'30" West 225.00 fat
thence South 41°50'30" West 235.00 feet to the beginning of a tangent curve concave to the Southeast
having a central angle of 20°43'40" and a radius of 225.00 feet; thence Southwesterly along the arc of said
curve 81.40 feet to the end of said curve; a radial line passing through said end of curve bears North
68°53'10" West;
thence departing said curve North 68°53'10" West 450.00 fret thence South 38°50'00" West 331.13 feet
thence North 72°28'11" West 508.22 feet; thence South 86°32'30" West 1532.88 feet; thence South
89°50'25" West 200.00 feet to a point on the West line of said Section 8; thence departing said corrected
first filing plat of Beebe Draw Farms and Equestrian Center and along said West line of said Section 8
North 00°09'35" West 206.16 fat to the Northwest Corner of said Section 8; thence along the West line
of the Southwest Quarter of said Section 5 North 00°2520" West 2654.03 feet to the West Quarter Corner
of said Section 5; thence along the West line of the Northwest Quarter of said Section 5 North 00°24'27"
West 1327.22 feet to the Southwest Corner of the North Half of the Northwest Quarter of said Section 5;
thence along the South line of the North Half of the Northwest Quarter of said Section 5 North 89°44'21"
East 2631.31 feet to the Southeast Corner of the North Half of the Northwest Quarter of said Section 5;
thence along the South line of the Northwest Quarter of the Northeast Quarter from said Section 5 North
89°44'21" East 1331.58 feet to the Southeast Quarter of the Northwest Quarter of the Northeast Quarter of
said Section 5; thence along the East line of the Northwest Quarter of the Northeast Quarter of said
Section 5 North 00°38'58" West 1325.38 feet to the Northeast Coiner of the Northwest Quarter of the
Northeast Quarter of said Section 5; thence along the North line of the Northeast Quarter of said Section 5
North 89°39'41" East 1333.17 feet to the Northeast Corner of said Section 5; thence along the North line
13f the Northwest Quarter of said Section 4 North 89°45'43" East 2638.09 feet to the North Quarter Corner
of said Section 4; thence along the North line of the Northeast Quarter of said Section 4 North 89°24'30"
East 805.01 feet; thence departing said North line South 40°03'54" East 9.61 feet; thence South 10°09'16"
West 45.49 feet; thence South 27°01'56" West 281.98 feet; thence South 35°02'52" West 129.95 feet
thence South 46°24'35" West 113.95 feet; thence South 67°56'11" West 114.41 feet to the beginning of a
tangent curve concave to the Southeast having a central angle of 43°14'52" and a radius of 210.00 feet
thence Southwesterly along the arc of said curve 158.51 feet to the end of said curve; thence tangent from
said curve South 24°41'19" West 39.72 feet to the beginning of a tangent curve concave to the Southeast
having a central angle of 68°10'08" and a radius of 217.23 feet thence Southeasterly along the arc of said
curve 258.45 feet to the end of said curve; thence tangent front said curve South 43°28'49" East 159.97
fret to the beginning of a tangent curve concave to the Southwest having a central angle of 48°38'11" and
a radius of 81.88 feet•, thence Southwesterly along the arc of said curve 69.51 feet to the end of said curve;
thence tangent front said curve South 05°09'21" West 19.20 feet to the beginning of a tangent curve
concave to the Northwest having a central angle of 25°54'10" and a radius of 260.90 feet; thence
Southwesterly along the arc of said curve 117.95 feet to the end of said curve; thence tangent from said
curve South 31°03'31" West 130.58 feet thence South 09° 40'49" West 95.26 feet;
thence South 03°11'34" East 116.07 feat to the beginning of a tangent curve concave to the Northeast
having a central angle of 36°30'36" East and a radius of 180.24 feet thence Southeasterly along the arc of
said curve 114.85 feet to the end of said curve; thence tangent from said curve South 39°42'10" East
116.57 feet to the beginning of a tangent curve concave to the Northeast having a central angle of
45°22'31" East and a radius of 114.82 feet; thence Southeasterly along the arc of said curve 90.93 feet to
the end of said curve; thence tangent from said curve South 85°04'41" East 170.71 feet to the beginning
of a tangent curve concave to the Southwest having a central angle of 68°29'30" and a radius of 12633
feet; thence Southeasterly along the arc of said curve 151.02 feet to the and of said curve; thence tangent
from said curve South 16°35'11" East 120.95 feet to the beginning of a tangent curve concave to the West
having a central angle of 25°35'07" and a radius of 440.41 feet thence Southwesterly along the arc of said
Form No. 1640-I (Rev. 1/92) (Caeinued)
curve 196.66 feet to the end of said curve; thence tangent from said curve South 08°59'57" West 101.24
fret to the beginning of a tangent curve concave to the Northeast having a central angle of 59°32'10" and
a radius of 24234 feet; thence Southeasterly along the arc of said curve 251.82 feet to the end of said
curve; thence tangent from said curve South 50°32'12" East 97.62 feet
thence North 89°31'48" East 283.17 feet thence South 31°18'26" East 113.96 feet thence South
58°32'0 I " West 57.39 feet; thence South 31°2759" East 522.19 feet; thence South I0°25'00" East 99.33
feet
thence South 33°44'57" East 157.31 feet thence South 51°33'07" West 95.52 feet;
thence South 00°23'23" East 177.92 feet thence South 10°18'08" East 78.26 feet thence South 30°46'04"
East 152.46 fret; thence South 47°55'59" East 265.05 feet thence South 37°58'27" West 164.42 feet;
thence South 06 °08'57" West 239.20 feet; thence South 33°32'01" Bast 129.62 feet; thence South
74°20'38" East 218.49 feet; thence South 21°05'43" East 136.12 feet; thence South 05°34'34" East 216.02
feet;
thence South 40°38'47" East 130.48 feet thence South 06°37'24" West 112.76 feet; thence South
13°34'05" East 59.67 feet thence South 35°26'15" East 136.24 feet; thence South 49°59'28" East 73.11
feet
thence South 72°02'53" East 149.26 feet thence South 28°24'37" East 133.73 feet thence South
40°21'43" East 122.55 feet; thence South 31°08'1 l" East 168.24 feet; thence South 35°26'36" East 144.84
feet;
thence South 52°48'46" East 145.60 feet; thence South 53 °35'11" East 274.60 feet; thence South
01°31'42" West 75.03 feet; thence South 30°03'25" West 263.26 feet; thence South 06°03'06" East 282.44
fret
thence South 25°15'38" East 337.55 feet thence South 23°51'00" East 264.59 feet; thence South
29°30'32" East 174.35 feet thence South 37°11'17" East 96.99 feet thence South 52°03'02" East 69.68
feet;
thence South 55°31'03" East 148.65 feet thence South 16°1128" East 138.93 feet thence South
42°52'22" East 177.69 feet; thence South 25°09'33" East 155.19 feet; thence South 24°47'22" East 180.62
fret;
thence South 36°43'50" East 146.03 feet thence South 25°08'32" West 111.15 feet thence South
02°0 l'46" East 227.19 feet thence South 20°03'30" East 193.90 feet; thence South I2°32'52" East 346.85
feet;
thence South 10°22'25" West 264.13 feet; thence South 05°07'51" West 157.19 feet thence South
32°32'42" West 220.12 feet; thence South I9°19'50" West 268.66 feet thence South 38°04'09" West
284.92 feet;
thence South 79°43'19" West 714.61 fret; thence South 24°5221" West 224.67 feet thence South
07°13'48" East 37.52 feet to a point on the South line of said Section 10; thence along said South line
South 89°28'30" West 283.01 feet to the Northeast Comer of said Section 9; thence along the South line
of said Section 9 South 89°41'18" West 5121.15 feet to the Southeast Comer of said Section 17; thence
along the East line of said Section 17 South 00°3021" East 5282.59 feet to the Southeast Corner of said
Section 17; thence along the South line of said Section 17 South 89°33'05" West 5327.95 feet to the
Southwest Corner of said Section 17; thence along the West line of said Section 17 North 00°29'44" West
5259.39 feet to the POINT OF BEGINNING.
Containing 2,266.118 acres, more or less, and is subject to all easements, agreements and rights -of -way of
record.(Acreage provided for Parcel Identification purposes only)
EXCEPTING THEREFROM, to the extent included within the foregoing Filing 2 Legal Description,
all of the property described in that certain Warranty Deed to Beebe Draw Farms Metropolitan District
Form No. 1640-I (Rev. 1/92) (Continued)
recorded December 1, 1997 in Book 1636 at Page 673 at Reception No. 2581769, Weld County Clerk and
Recorder, Colorado.
FURTHER EXCEPTING THEREFROM the following three (3) parcels:
Parcel 1- School Site
Legal Description of a parcel of land being a portion of the Northwest Quarter of Section 4 and the
Northeast Quarter of Section 5, Township 3 North, Range 65 West of the 6th P.M., Weld County,
Colorado, being more particularly described as follows:
Beginning at the Northwest corner of said Section 4 and considering the North line of the Northwest
Quarter of said Section 4 as bearing North 89°45'43" East and with all bearings contained herein relative
thereto; thence along said North line North 89°45'43" East 844.05 feet; thence departing said North line
South 00°19'37" West 30.00 feet to the TRUE POINT OF BEGINNING; thence South 00°19'37" West
674.51 feet to the beginning of a tangent curve concave to the Northwest having a central angle of
10°04'02" and a radius of 435.00 feet thence Southwesterly along the arc of said curve 76.43 feet to the
end of said curve, a radial lime passing through said end of curve bears South 79°36'20" East thence
departing said curve South 89°45'34" West 2157.24 feet to a point on the East line of the Northwest
Quarter of the Northeast Quarter of said Section 5; thence along said East line North 00°38'58" West
748.22 feet; thence departing said East line North 89°39'41" East 1332.98 feet; thence North 89°45'43"
East 843.75 feet to the TRUE POINT OF BEGINNING.
Parcel 2 - Fire Station Site
Legal Description of a parcel of land being a portion of the Northwest Quarter of Section 4, Township 3
North, Range 65 West of the 6th P.M., Weld County, Colorado, being more particularly described as
follows:
Beginning at the Northwest corner of said Section 4 and considering the North line of the Northwest
Quarter of said Section 4 as bearing North 89°45'43" East and with all bearings contained herein relative'
thereto; thence along said North line North 89°45'43" East 924.06 feet; thence departing said North line
South 00°19'37" West 30.00 feet to the TRUE POINT OF BEGINNING; thence North 89°45'43" East
400.02 feet
thence South 00°19'37" West 404.39 fed; thence North 89°4023" West 400.00 feet; thence North
00°19'37" East 400.44 feet to the TRUE POINT OF BEGINNING.
Parcel 3 — Directors Parcel
The following described real property located in the County of Weld, State of Colorado:
Township 3 North, Range 65 West of the 6th P.M.:
Section 4:
The NE'/4 of the NW 'A except for the following described parcel:
Commencing at the Northeast corner of the NW '/4 of Section 4,
thence along the North line of the said NW% , South 89°35'05" West, 30.00 feet;
Form No. 1640-I (Rev. 1/92) (Continued)
thence South 00°35'25" East, 30.00 feet parallel with the East line of said NW% to the true Point of
Beginning;
thence continuing South 00°35'25" East, 208.71 feet;
thence South 89°35'05" West, 208.71 feet;
thence North 00°35'25" West 208.71 feet;
thence parallel with the North line of said NW'/ North 89°35'05" East, 208.71 feet to the true Point of
Beginning,
Said parcel contains 39 acres, more or less. (Acreage provided for Parcel Identification purposes only)
(Legal provided by client)
Form Na 1640.1 (Rev. 1192) (Continued)
EXHIBIT E
Consent of District No. 2 to Exclusion of Final Exclusion Property
(00140302.DOC / 3
RESOLUTION OF BOARD OF DIRECTORS OF BEEBE DRAW FARMS
METROPOLITAN DISTRICT NO.2 APPROVING EXCLUSION OF REAL
PROPERTY FROM BEEBE DRAW FARMS METROPOLITAN DISTRICT
NO. 1 AND APPROVING AND AUTHORIZING EXECUTION OF AMENDED
AND RESTATED INTERGOVERNMENTAL AGREEMENT AND RELATED
DOCUMENTS
WHEREAS, on or about October 7, 2008, REI, LIMITED LIABILITY
COMPANY, a Wyoming Limited Liability Company, filed a Petition (the "Petition")
with the Beebe Draw Farms Metropolitan District No. 1 ("District No. 1") requesting that
District No. 1 exclude the real property described in the Petition as amended (the
"Property") from District No. 1, a copy of which Petition as amended is attached hereto
as Exhibit A and incorporated herein by this reference; and
WHEREAS, the Property is also located within the boundaries of the Beebe Draw
Farms Metropolitan District No. 2 ("District No. 2"); and
WHEREAS, District No. 1 and District No. 2 (together, the "Districts") were
organized pursuant to a Consolidated Service Plan dated May 1999 and approved by the
Board of County Commissioners of Weld County on July 21, 1999 (the "Service Plan");
and
WHEREAS, the Districts are parties to an Intergovernmental Agreement dated
August 8, 2001, as amended March 4, 2004 (the "IGA"), which will be further amended,
restated and superseded by the Amended and Restated IGA (as defined herein); and
WHEREAS, under the Service Plan, the Districts have complete discretion to
approve the inclusion and exclusion of property into and out of the boundaries of their
respective District; and
WHEREAS, the IGA requires the prior written approval of District No. 2 prior to
District No. I's granting of any exclusion of property from its boundaries.
NOW, THEREFORE, be it resolved by the Board of Directors of District No. 2
that:
1. The Property is currently within the boundaries of District No. 2, and
District No. 2 will provide services to the Property more efficiently and therefore for less
cost.
2. Exclusion of the Property is in the best interests of the Property and the
Districts as it facilitates the financing, construction, operation and maintenance of the
Public Improvements in accordance with the provisions of the Service Plan and the
Amended and Restated IGA.
{00140119.DOC /}
3. The Board of Directors hereby approves the exclusion of the Property from
the boundaries of District No. 1, subject to the execution of an Amended and Restated
Intergovernmental Agreement between the Districts, the near final form of which is
attached hereto as Exhibit B (the "Amended and Restated IGA") and is incorporated
herein by this reference, and which sets forth those amendments necessitated by the
exclusion of the Property to assure the implementation of the Service Plan and the
financing, construction, operation and maintenance of the Public Facilities, and subject to
any other conditions to exclusion that may be imposed by District No. 1 necessary to
effectuate the implementation of the Service Plan and the financing, construction,
operation and maintenance of the Public Improvements.
4. The Amended and Restated IGA is hereby approved, and the President and
Secretary of the District are hereby authorized to execute (i) the Amended and Restated
IGA, including any revisions thereto which do not materially change the terms or
understandings set forth therein, and (ii) any deeds or conveyance documents necessary
to effectuate the terms thereof.
APPROVED AND ADOPTED by the Board of Directors of Beebe Draw Farms
Metropolitan District No. 2 on this 3r° day of November, 2008.
BOARD OF DIRECTORS OF BEEBE
DRAW FARMS METROPOLITAN
DISTRICT N
By
Secretary
(00140119.DOC /}
2
EXHIBIT A
REI, Limited Liability Company Petition for Exclusion
{00140119.DOC /}
PETITION FOR EXCLUSION
In accordance with Section 32-1-501(1), C.R.S., the undersigned, REI LIMITED
LIABILITY COMPANY, a Wyoming limited liability company (the "Petitioner"), does hereby
respectfully petition the Beebe Draw Farms Metropolitan.District.No. .1 ("District), acting. by
and through its Board of Directors ("Boar3"Vtor t ►e exc uslon o certain real propertyfrom the
houndaries_of_the_District_subjectio_the conditions desonbed h in (the EX sion"),-.------
The Petitioner represents to the District as follows:
1. The land to be excluded consists of approximately 2,266.118 acres situate in the
County of Weld, State of Colorado and is legally described on Exhibit A attached hereto and
incorporated herein by this reference (the "Property"), and, at present, constitutes a portion of the
District.
2. The Petitioner is the fee owner of one hundred percent (100%) of the Property and
no other person(s), entity or entities own(s) an interest in the Property except as beneficial
holder(s) of encumbrances.
3. The Petitioner hereby assents to the exclusion of the Property from the boundaries
of the District and to the entry of an Order in the District Court, County of Weld, State of
Colorado (the "Court"), excluding the Property from the boundaries of the District. The
Petitioner acknowledges that there shall be no withdrawal of the Petition from consideration by
the Board after publication of notice of the hearing therefore, without the Board's consent.
4. If requested by the Petitioner, the District and the Petitioner shall enter into an
Exclusion Agreement which addresses the conditions of the exclusion and the conditions upon
which the order of exclusion will be recorded with the Weld County Clerk and Recorder.
5. The Petitioner agrees that it will pay, or cause to be paid, the fees incurred by the
District, if any, for the Exclusion if this Petition is accepted, including the costs of publication of
appropriate legal notices and legal fees and costs incurred by the District in connection with the
Exclusion of the Property.
The Petitioner hereby requests that the Board approve the Exclusion of the Property from
the boundaries of the District and that the District file a motion with the Court requesting that an
Exclusion Order be entered, stating that from and after the effective date of the Exclusion Order,
the Property shall not be liable for bonded indebtedness, assessments or other obligations of the
District which may be incurred after the effective date of the Order.
(00132502.DOC v:1)
Signed this 17 tnday of September, 2008.
REI LIMITED LIABILITY COMPANY, a
Wyoming limited liability company
-By:—
STAIN/ORADO
Ina
COUNTOFI/1A
Name:. i ristine. Hethcock ..
Its: Manager
Address of Petitioner:
34,60 F_ ilewaac31o`�M'CO g
SS.
The foregoing instrument was acknowledged before me this /7' day of September,
2008, by Christine Hethcock, as Manager of REI LIMITED LIABILITY COMPANY, a
Wyoming limited liability company.
Witness my hand and official seal.
My commission expires: 6-/)-0 j
12
Mary Public
EON Juno 12,
{00132502.DOC v:1) 2
EXHIBIT A.
Legal Description of Property
(00132502.DOC v:11
Beebe Draw Filing 2 Legal Description:
Legal Description of a parcel of land being a portion of that certain parcel of land described on the
boundary survey recorded April 12, 1995 in Book 1487, Page 123 under Reception No. 2433894 on file in
_tire -office -o erk-an o er,— a nty,-. .lox o-situate-inSections ,- , , . , an .. - ,
Township 3 North, Range 65 West of the Principal- Meridian -being -more -particularly -described as -
followss
Beginning at the Southwest Corner of said Section 8 and considering the West line of said Section 8 as
bearing North 00°09'35" West and with all bearings contained herein relative thereto; thence along said
West line North 00°09'35" West 1994.84 feet to a point on the Southerly line of the corrected first filing
plat of Beebe Draw Farms and Equestrian Center recorded December 13, 1989 in Book 1251 under
Reception No. 02200074 according to the plat on file in the office of the Clerk and Recorder, said County;
thence along the boundary of said plat the following 53 courses and distances; South 73°10'00" East
888.37 feet; thence South 16°50'00" West 153.46 feet; thence South 46°50'08" East 749.22 feet; thence
North 55°46'07" East 97.84 feet; thence South 46°5923" East 1326.17 feet; thence North 83°33'14" East
694.12 feet; thence North 32°48'49" Bast 257.46 feet to a point on a curve concave to the Northeast having
a central angle of 21°56'45" and a radius of 993.66 feet; a radial line passing through said point bears
South 31°07'32" West; thence Southeasterly along the arc of said curve 380.60 feet to the end of said
curve; thence tangent from said curve South 80°49'12" East 169.63 feet to the beginning of a tangent
curve concave to the Southwest having a central angle of 26°11'26" and a radius of 1221.67 feet; thence
Southeasterly along the arc of said curve 558.44 feet to the end of said curve; thence tangent from said
curve South 54°37'46" East 70.54 feet; thence North 35°22'14" East 150.48 feet; thence North 85°40'29"
East 507.75 feet; thence South 87°32'47" East 399.71 feet; thence South 78°20'53" East 391.38 feet;
thence North 13°54'57" West 1387.81 feet; thence South 88°16'34" East 170.52 feet; thence South
37°13'43" East 1250.00 feet; thence South 62°09'58" East 450.00 feet; thence South 79°40'14" East
400.00 feet; thence South 75°25'39" East 450.00 feet; thence North 89°41'05" East 398.67 feet; thence
North 00°22'03" East 470.01 feet; thence South 89°41'05" West 50.00 feet; thence North 00°22'04" East
495.00 feet; thence North 89°37'55" West 91.83 feet thence North 42°24'27" West 646.46 feet; thence
North 72°26'31" West 54.60 feet; thence North 17°17'09" West 207.35 feet thence North 00°16'43" East
348.60 feet; thence North 12°04'51" West 380.71 feet; thence North 06°35'57" West 425.17 feet; thence
North 41°32'24" West 327.37 feet; thence North 31°19'19" West 302.66 feet; thence North 23°33'38"
West 293.98 feet; thence North 20°5625" West 650.00 feet; thence North 34°55'56" West 423.91 feet;
thence North 52°36'54" West 357.78 feet to a point on the South right-of-way line of Beebe Draw Farms
Parkway; thence along said South right-of-way line the following three courses and distances; South
37°23'06" West 155.00 feet to the beginning of a tangent curve concave to the Northwest having a central
angle of 28°09'58" and a radius of 1141.35 feet; thence Southwesterly along the arc of said curve 561.08
feet to the end of said curve; thence tangent from said curve South 65°33'04" West 266.94 feet; thence
North 24°26'46" West 100.00 feet; thence North 46°08'35 West 1117.27 feet thence South 74°02'57"
West 850.00 feet to a point on a curve concave to the Southwest having a central angle of 21°01'08" and a
radius of 986.23 feet; a radial line passing though said point bears North 62°51'38" East; thence
Northwesterly along the arc of said curve 361.80 feet to the end of said curve; thence tangent from said
curve North 48°09'30" West 225.00 feet; thence South 41°50'30" West 235.00 feet to the beginning of a
tangent curve concave to the Southeast having a central angle of 20°43'40" and a radius of 225.00 feet;
thence Southwesterly along the arc of said curve 81.40 feet to the end of said curve; a radial line passing
through said end of curve bears North 68°53'10" West; thence departing said curve North 68°53'10" West
1
450.00 feet; thence South 38°50'00" West 331.13 feet; thence North 72°28'11" West 508.22 feet; thence
South 86°32'30" West 1532.88 feet; thence South 89°50'25" West 200.00 feet to a point on the West line
of said Section 8; thence departing said corrected first filing plat of Beebe Draw Frames and Equestrian
Center and along said West line of said Section 8 North 00°09'35" West 206.16 feet to the Northwest
Corner of said Section 8; thence along the West line of the Southwest Quarter of said Section 5 North
00°2520" West 2654.03 feet to the West Quarter Corner ofsard Section 5; thence along the West tailor
—thallorthwest-Quaruaof-said-Sectitm-5-Narth-001247.71West-1327.22 feet -to -the -Southwest -Comer -of -the - -----
North-Halfof-the-Nerthwest-Quarter ofsaid•Seetion S —thane along-the-Southdineeof.the-North-Half-of-the . ..
Northwest Quarter of said Section 5 North 89°4421" East 2631.31 feet to the Southeast Corner of the
North Half of the Northwest Quarter of said Section 5; thence along the South line of the Northwest
Quarter of the Northeast Quarter from said Section 5 North 89°44'21" East 1331.58 feet to the Southeast
Quarter of the Northwest Quarter of the Northeast Quarter of said Section 5; thence along the East line of
the Northwest Quarter of the Northeast Quarter of said Section 5 North 00°38'58" West 1325.38 feet to the
Northeast Corner of the Northwest Quarter of the Northeast Quarter of said Section 5; thence along the
North line of the Northeast Quarter of said Section 5 North 89°39'41" East 1333.17 feet to the Northeast
Corner of said Section 5; thence along the North line of the Northwest. Quarter of said Section 4 North
89°45'43" East 2638.09 feet to the North Quarter Corner of said Section 4; thence along the North line of
the Northeast Quarter of said Section 4 North 89°24'30" East 805.01 feet; thence departing said North line
South 40°03'54" East 9.61 feet; thence South 10°09'16" West 45.49 feet; thence South 27°01'56" West
281.98 feet; thence South 35°02'52" West 129.95 feet; thence South 46°24'35" West 113.95 feet; thence
South 67°56'11" West 11441 feet to the beginning of a tangent curve concave to the Southeast having a
central angle of 43°14'52" and a radius of 210.00 feet; thence Southwesterly along the arc of said curve
158.51 feet to the end of said curve; thence tangent from said curve South 24°41'19" West 39.72 feet to
the beginning of a tangent curve concave to the Southeast having a central angle of 68°10'08" and a radius
of 217.23 feet; thence Southeasterly along the arc of said curve 258.45 feet to the end of said curve; thence
tangent from said curve South 43°28'49" East 159.97 feet to the beginning of a tangent curve concave to
the Southwest having a central angle of 48°38'11" and a radius of 81.88 feet; thence Southwesterly along
the arc of said curve 69.51 feet to the end of said curve; thence tangent from said curve South 05°09'21"
West 19.20 feet to the beginning of a tangent curve concave to the Northwest having a central angle of
25°54'10" and a radius of 260.90 feet; thence Southwesterly along the arc of said curve 117.95 feet to the
end of said curve; thence tangent from said curve South 31°03'31" West 130.58 feet; thence South
09°40'49" West 95.26 feet; thence South 03°11'34" East 116.07 feet to the beginning of a tangent curve
concave to the Northeast having a central angle of 36°30'36" East and a radius of 180.24 feet; thence
Southeasterly along the arc of said curve 114.85 feet to the end of said curve; thence tangent from said
curve South 39°42'10" East 116.57 feet to the beginning of a tangent curve concave to the Northeast
having a central angle of 45°22'31" East and a radius of 114.82 feet; thence Southeasterly along the arc of
said curve 90.93 feet to the end of said curve; thence tangent from said curve South 85°04'41" East 170.71
feet to the beginning of a tangent curve concave to the Southwest having a central angle of 68°29'30" and
a radius of 126.33 feet; thence Southeasterly along the arc of said curve 151.02 feet to the end of said
curve; thence tangent from said curve South 16°35'11" Bast 120.95 feet to the beginning of a tangent
curve concave to the West having a central angle of 25°35'07" and a radius of 440.41 feet; thence
Southwesterly along the arc of said curve 196.66 feet to the end of said curve; thence tangent from said
curve South 08°59'57" West 101.24 feet to the beginning of a tangent curve concave to the Northeast
having a central angle of 59°32'10" and a radius of 242.34 feet; thence Southeasterly along the arc of said
curve 251.82 feet to the end of said curve; thence tangent from said curve South 50°32'12" East 97.62 feet;
thence North 89°31'48" East 283.17 feet; thence South 31°18'26" East 113.96 feet; thence South
58°32'01" West 57.39 feet; thence South 31°27'59" East 522.19 feet; thence South 10°25'00" East 99.33
feet; thence South 33°44'57" East 157.31 feet; thence South 51°33'07" West 95.52 feet; thence South
2
00°23'23" East 177.92 feet; thence South 10°18'08" East 78.26 feet; thence South 30°46'04" East 152.46
feet thence South 47°55'59" East 265.05 feet; thence South 37°58'27" West 164.42 feet; thence South
06°08'57" West 239.20 feet; thence South 33°32'01" East 129.62 feet; thence South 74°20'38" East
218.49 feet; thence South 21°05'43" East 136.12 feet; thence South 05°34'34" East 216.02 feet; thence
South 40°38'47" East 130.48 feet; thence South 06°37'24" West 112.76 feet; thence South 13°34'05" East
59.67 feet; thence South 35°26'15" East 1362�thence South 49°5928" East 73.11 feet; thence
--South-73°0233East449,26-feet-thence-South-28°24371Bast-133:x3-feet;-thence-South a0°2t'43" past _
12235 -feet; thence-South-3420844A-Eest-468:24 feet;-thence=South-35°26'36'1 East--144,84-feet;-thence
South 52°48'46" East 145.60 feet; thence South 53°35'11" East 274.60 feet; thence South 01°31'42" West
75.03 feet; thence South 30°03'25" West 263.26 feet thence South 06°03'06" East 282.44 feet; thence
South 25015'38" East 337.55 feet; thence South 23°51'00" East 264.59 feet; thence South 29°30'32" East
174.35 feet; thence South 37°11'17" East 96.99 feet; thence South 52°03'02" Bast 69.68 feet; thence
South 55°31'03" East 148.65 feet; thence South 16°11'28" East 138.93 feet; thence South 42°5222" East
177.69 feet; thence South 25°09'33" East 155.19 feet; thence South 24°4722" Bast 180.62 feet; thence
South 36°43'50" East 146.03 feet thence South 25°08'32" West 111.15 feet; thence South 02°01'46" East
227.19 feet; thence South 20°03'30" East 193.90 feet; thence South 12°32'52" East 346.85 feet; thence
South 10°2225" West 264.13 feet; thence South 05°07'51" West 157.19 feet; thence South 32°32'42"
West 220.12 feet; thence South 19°19'50" West 268.66 feet; thence South 38°04'09" West 284.92 feet;
thence South 79°43'19" West 714.61 feet; thence South 24°52'21" West 224.67 feet; thence South
07°13'48" East 37.52 feet to a point on the South line of said Section 10; thence along said South line
South 89°28'30" West 283.01 feet to the Northeast Corner of said Section 9; thence along the South line of
said Section 9 South 89°41'18" West 5121.15 feet to the Northeast Corner of said Section 17; thence along
the East line of said Section 17 South 00°30'21" East 5282.59 feet to the Southeast Corner of said Section
17; thence along the South line of said Section 17 South 89°33'05" West 5327.95 feet to the Southwest
Corner of said Section 17; thence along the West line of said Section 17 North 00°29'44" West 5259.39
feet to the POINT OF BEGINNING.
EXCEPTING THEREFROM the following two (2) parcels:
Parcel 1 - School Site
Legal Description of a parcel of land being a portion of the Northwest Quarter of Section 4 and the
Northeast Quarter of Section 5, Township 3 North, Range 65 West of the a P.M., Weld County,
Colorado, being more particularly described as follows:
Beginning at the Northwest corner of said Section 4 and considering the North line of the Northwest
Quarter of said Section 4 as bearing North 89°45'43" East and with all bearings contained herein relative
thereto; thence along said North line North 89°45'43" East 844.05 feet; thence departing said North line
South 00°19'37" West 30.00 feet to the TRUE POINT OF BEGINNING; thence South 00°19'37" West
674.51 feet to the beginning of a tangent curve concave to the Northwest having a central angle of
10°04'02" and a radius of 435.00 feet; thence Southwesterly along the arc of said curve 76.43 feet to the
end of said curve, a radial line passing through said end of curve bears South 79°3620" East; thence
departing said curve South 89°45'34" West 2157.24 feet to a point on the East line of the Northwest
Quarter of the Northeast Quarter of said Section 5; thence along said East line North 00°38'58" West
748.22 feet; thence departing said East line North 89°39'41" East 1332.98 feet; thence North 89°45'43"
East 843.75 feet to the TRUE POINT OF BEGINNING.
3
Parcel 2 - Fires Station Site
Legal Description of a parcel of land being a portion of the Northwest Quarter of Section 4, Township 3
North, Range 65 West of the 6'" P.M., Weld County, Colorado, being more particularly desciibed-as
follows*
Beginning at the Northwest corner of said Section 4 and considering the North line of the Northwest
Quarter of said Section 4 as bearing North 89°45'43" East and with all bearings contained herein relative
thereto; thence along said North line North 89°45'43" East 924.06 feet; thence departing said North line
South 00°19'37" West 30.00 feet to the TRUE POINT OF BEGINNING; thence North 89°45'43" East
400.02 feet; thence South 00°19'37" West 404.39 feet; thence North 89°4023" West 400.00 feet; thence
North 00°19'37" East 400.44 feet to the TRUE POINT OF BEGINNING.
Containing 2,266.118 acres, more or less, and is subject to all easements, agreements and rights -of -way of
record.
4
EXHIBIT B
[attach Amended and Restated Intergovernmental Agreement]
{00140119.DOC /)
AMENDED AND RESTATED
INTERGOVERNMENTAL AGREEMENT
THIS AMENDED AND RESTATED INTERGOVERNMENTAL AGREEMENT
("Agreement") is made and entered into as of this 3rd day of
November, 2008, by and between the BEEBE DRAW FARMS METROPOLITAN
DISTRICT NO. 1 ("District No. 1") and the BEEBE DRAW FARMS
METROPOLITAN DISTRICT NO. 2 ("District No. 2"; collectively,
"Districts" or either of the Districts, a "District"), both
quasi -municipal corporations and political subdivisions of the
State of Colorado operating within the County of Weld ("County"),
Colorado, organized under the provisions of Article 1 of
Title 32, C.R.S.
RECITALS
A. The Districts were organized to facilitate the
development of the Beebe Draw Farms and Equestrian Center, also
known as Pelican Lake Ranch (the "Development"), by cooperatively
providing for the financing, acquisition, construction,
installation, completion, operation, maintenance and replacement
of public infrastruction improvements and the furnishing of
services for the use and benefit of the property owners,
residents and users of the public improvements within the
Development.
B. The Consolidated Service Plan of the Districts dated
May 1999 ("Service Plan") and previously approved by the County,
requires that the Districts enter into an intergovernmental
agreement to, among other matters, coordinate the financing,
construction; completion, --operation and maintenance of'th'e"public
improvements and the provision of services needed within the
Development.
C. The Financial Plan in the Service Plan recognizes that
District No. 2 will provide for the financing, construction,
completion, operation and maintenance of the public improvements
needed within the Development, and District No. 1 will impose a
property tax levy on all taxable property within its boundaries
and, after payment of debt service on its outstanding bonds, will
remit the remainder of all taxes and other revenue collected by
it to District No. 2.
D. In furtherance of such requirements, the Districts
previously entered into that certain Intergovernmental Agreement
dated August 8, 2001 ("Original Agreement") and now desire to
_lent in iso eneirvtjr i.. ,,„ ..,,,.
(00141345.DOC /)
to better describe and confirm the cooperative relationship and
current understandings between the Districts.
E. Section 18(2)(a), Article XIV of the Colorado
Constitution, Section 29-1-203, C.R.S., and Section 32-1-1001,
C.R.S., empower the Districts to enter into contracts and
agreements with one another to provide intergovernmental services
and facilities, including the sharing of costs, the imposition of
taxes, and the incurring of debt, when so authorized by their
respective Boards of Directors.
F. At the public election held on November 2, 1999, the
electors of the Districts authorized the Districts to incur
indebtedness and other multi -fiscal year obligations and to enter
into agreements relating thereto, including this Agreement, and
at prior public elections, District No. l's electors authorized
District No. 1 to levy property taxes, incur general obligations,
and enter into agreements relating thereto, including this
Agreement, in order to provide for the financing, construction
and completion of the public improvements and to furnish the
services needed within the Development.
G. The Boards of Directors of the Districts hereby
determine that the terms, conditions and provisions of this
Agreement are in the best interests of the Districts and are
necessary to implement the provisions of the Service Plan with
respect to the intergovernmental cooperation between the
Districts and to establish the respective duties and
responsibilities of the Districts concerning the economic and
efficient development of the public improvements and the
provision of services within the Development.
AGRAINENT
In consideration of the agreements, terms, conditions and
authorizations set forth in the Recitals (which are incorporated
herein by this reference) and in this Agreement, the adequacy and
sufficiency of which are mutually acknowledged, the Districts
agree as follows:
SECTION 1. DEFINITIONS AND CONSTRUCTION OF AGREEMENT
Section 1.1 Definitions. For all purposes of this
Agreement, unless the context expressly indicates differently,
the terms defined in this Section shall have the following
incorporated herein by this reference. If any term is
(00141345.DOC it
capitalized in this Agreement but not defined herein, it shall
have the meaning set forth in the Service Plan.
a. "Administrative Expenses" means those costs
incurred by District No. 2 for the purpose of
administering the Districts as governments and
operating and maintaining the Public Improvements
as further provided in Section 5.6.
b. "Agreement" means this Amended and Restated
Intergovernmental Agreement between the Districts,
as may be amended or supplemented in writing from
time to time.
c. "Board" or "Boards" means the Board of
Directors of District No. 1 or District No. 2, as
applicable, or the Boards of both Districts.
d. "County" means the County of Weld, Colorado.
e. "Default" or "Event of Default" means one or
more of the events described in Section 6.1.
f. "Developer Advances" means all funds advanced
to District No. 2 by developers or other persons
pursuant to any funding, reimbursement,
acquisition or redevelopment agreement, and any
bond, note or other obligation evidencing or
securing such borrowing, that are applied for
payment of costs incurred for Administrative
Expenses of the Districts, for the Process of
Construction, or for other public purposes, and
are repayable from Project Revenues or from other
legally available revenues of the Districts.
g. "District" or "Districts" means either
District No. 1 or District No. 2, as applicable,
or both District No. 1 and District No. 2.
(00141345.DOC /1
h. "District No. 1"
Metropolitan District
20, 1986 as Beebe
District, a Colorado
successor or assign.
means the Beebe Draw Farms
No. 1, organized on August
Draw Farms Metropolitan
special district, and any
i. "District No. 1 Pledged Revenues" means all
revenues received from (i) the District No. 1
R®gmixed--U* ±—L-evy after payrei'L of pri^c 1 —of
and interest on the 1998 Bonds, (ii) specific
ownership taxes, and (iii) all rates, fees, tolls
3
and charges imposed or collected within the
Districts pursuant to Section 4.2, including
without limitation facility fees and water tap
fees, unless otherwise pledged for the repayment
of Obligations, and remitted to District No. 2
pursuant to Section 4 for payment of (i) any
Obligations other than the 1998 Bonds, (ii) the
costs of the Process of Construction, and (iii)
the payment of Administrative Expenses, all in
conformance with the Funding Priorities.
j. "District No. 1 Required Mill Levy" means the
property tax levy required to be imposed by
District No. 1 in accordance with Section 4.1 upon
all real and personal property in District No. 1
and such other property that may be obligated by
virtue of law for payment on the 1998 Bonds, at a
rate determined annually by the Board of District
No. 2, and all property tax revenue generated
therefrom, subject to the following limitations:
(i) The District No. 2 Required Mill
Levy shall be the same as the District No. 1
Required Mill Levy minus the amount of the
District No. 1 Required Mill Levy levied against
taxable property within District No. 2 pursuant to
Section 32-1-503(1), C.R.S., which is necessary
for District No. 1 to make payment on the 1998
Bonds, so that the total mill levy on all property
within the Districts is uniform (by way of
example, if the District No. 1 Required Mill Levy
is 40 mills and the portion required for payment
on the 1998 Bonds is 10 mills, the District No. 2
Required Mill Levy shall be 30 mills);
(ii) the District No. 1 Required Mill
Levy shall not exceed the Mill Limitation; and
(iii) the District No. 1 Required Mill
Levy shall not be less than a rate sufficient to
pay, when due, (A) the principal of and interest
on the 1998 Bonds, and (B) all other Obligations
until all Obligations have been fully repaid and
discharged, and (C) all Administrative Expenses.
k. "District No. 2" means the Beebe Draw Farms
Metropolitan District No. 2, organized on November
?-4 —1999 ukoradosgoci�i-ctZ and marl
successor or assign.
(00141345.0OC /{
4
1. "District No. 2 Required Mill Levy" means the
property tax levy required to be imposed by
District No. 2 upon all real and personal property
in District No. 2 at a rate determined annually by
the Board of District No. 2, and all property tax
revenue generated therefrom, subject to the
following limitations:
(i) The District No. 2 Required Mill
Levy shall be the same as the District No. 1
Required Mill Levy minus the amount of the
District No. 1 Required Mill Levy levied against
taxable property within District No. 2 pursuant to
Section 32-1-503(1), C.R.S., which is necessary
for District No. 1 to make payment on the 1998
Bonds, so that the total mill levy on all property
within the Districts is uniform (by way of
example, if the District No. 1 Required Mill Levy
is 40 mills and the portion required for payment
on the 1998 Bonds is 10 mills, the District No. 2
Required Mill Levy shall be 30 mills);
(ii) the District No. 2 Required Mill
Levy shall not exceed the Mill Limitation; and
(iii) the District No. 2 Required Mill
Levy shall not be less than a rate sufficient to
pay, when due, (A) all Obligations (other than the
1998 Bonds) until all Obligations have been fully
repaid and discharged, and (B) all Administrative
Expenses.
m. "Election" means the special election
conducted by each District on November 2, 1999, at
which the electors of each District authorized the
District to incur Obligations and enter into
agreements related thereto, including without
limitation this Agreement.
n. "Financial Plan" means the financial plan of
the Districts as set forth in the Service Plan,
including any amendment or modification thereof.
o. "Fiscal Year Budget" means the annual
District budget and appropriation resolution duly
adopted or amended by the Board in accordance with
State law.
p. "Funding Priorities" has the meaning set
forth in Section 3.1(d).
(00141345.DOC /1
5
q. "Mill Limitation" means (i) any limitation on
the District No. 1 or District No. 2 Required Mill
Levy as set forth in the Service Plan or in any
ballot issue approved at the Election and (ii) a
limitation on the rate of the property tax levy
which shall not exceed 40 mills for all purposes.
r. "Obligations" means all limited rate general
obligation bonds, revenue bonds, notes, contracts,
or funding, reimbursement, acquisition or
redevelopment agreements of the Districts,
including without limitation the 1998 Bonds,
Developer Advances and refunding Obligations, that
are secured by the District No. 1 Required Mill
Levy, the District No. 1 Pledged Revenues or the
Project Revenues as provided in any resolution,
indenture or agreement authorizing the issuance of
such Obligations.
s. "Process of Construction" or "Processing of
Construction" means the activities, in part or all
together, of District No. 2 with respect to
providing, completing and/or acquiring the Public
Improvements needed for the Development, including
without limitation the planning, design,
engineering, testing, permitting, inspecting,
construction, construction management,
installation, completion and replacement of the
Public Improvements.
t. "Project Revenues" means all amounts received
by District No. 2 from (i) the imposition of the
District No. 2 Required Mill Levy, (ii) the
District No. 1 Pledged Revenues, (iii) specific
ownership taxes, and (iv) all rates, fees, tolls
and charges imposed or collected within the
Districts for the (A) repayment of any
Obligations (other than the 1998 Bonds), (B)
payment of the costs of the Process of
Construction, and (C) payment of Administrative
Expenses, all in conformance with the Funding
Priorities.
u. "Public Improvements" means the streets,
drainage, traffic and safety controls, water,
parks and recreation, mosquito control,
transporta Lirorranc -H—other puULc rovememts, _
facilities, equipment, land and related
{00141345.DOC /I
6
appurtenances described or authorized in the
Service Plan.
v. "Service Area" means the entire area of the
Development, including all property within the
boundaries of the Districts.
w. "Service Plan" means the Consolidated Service
Plan of the Districts dated May 1999, as may be
amended or modified in writing from time to time
with the approval of the County.
x. "Term" means the period of time commencing on
the date when this Agreement has been executed by
each District and ending when District No. 2 has
completed all Public Improvements, all Obligations
have been repaid, and District No. 2 has been
dissolved or consolidated with District No. 1 in
accordance with provisions of the Article 1 of
Title 32, C.R.S.
y. "1998 Bonds" means the General Obligation
Bonds, Series 1998 of District No. 1 in the
original principal amount of $2,000,000 and the
principal of and interest due per the 1998 Bond
repayment schedule in accordance with the terms of
the 1998 Bond Resolution, and any refunding or
refinancing bonds issued in accordance with the
1998 Bond Resolution. The principal amount
outstanding on the 1998 Bonds as of the date of
execution of this Agreement is approximately
$1,475,000.
z. "1998 Bond Resolution" means the Resolution
authorizing the issuance of the 1998 Bonds adopted
by the Board of District No. 1 on October 21,
1998.
Section 1.2 Construction of Agreement. For all purposes
hereunder, unless the context expressly indicates differently,
all definitions, terms, and words shall include both the singular
and plural. Whenever "shall" or "will" is used herein, it shall
be mandatory; "may" denotes that it is preferable or permissible,
but not mandatory. Whenever "Party" or "Parties" is used herein,
it shall refer to either District or both Districts. A reference
herein to an act of "approval" may, if applicable, include a
. ictarerrEcertD _
Sections herein are to sections of this Agreement, unless
otherwise specified.
(00141345.DOC /f
7
SECTION 2. PURPOSE
The purpose of this Agreement is to establish the
intergovernmental relationship between the Districts in
compliance with the Service Plan and to implement the terms of
the Service Plan with respect to the cooperation between the
Districts relating to the financing, Processing of Construction,
operation and maintenance of the Public Improvements, and the
provision of services within the Service Area. While each
District is an independent special district, the Districts will
cooperate with each other in accordance with the terms of this
Agreement, unless the Districts subsequently agree to perform any
administrative or management function independently by execution
of an amendment of this Agreement. This Agreement shall, in all
circumstances, be interpreted consistently with the Service Plan
and the intended responsibilities of each District in
implementing the Service Plan.
SECTION 3. REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties. The Board of
each District represents, acknowledges, warrants and agrees for
the benefit of the other District that to the best of its actual
knowledge:
a. The execution and delivery of this Agreement
and the documents required hereunder and the consummation of the
transactions contemplated by this Agreement will not (i) conflict
with or contravene any law, order, rule. or regulation.. applicable
to the District or to the District's governing documents,
including the Service Plan; (ii) result in the breach of any of
the terms or provisions or constitute a default under any
obligation, agreement or other instrument to which the District
is a party or by which it may be bound or affected; or (iii)
permit another party to terminate any such agreement or
instrument or to accelerate the maturity of any indebtedness or
other obligation of the District;
b. The Board has duly approved this Agreement;
c. This Agreement is a valid and binding
obligation of the District enforceable according to its terms,
except to the extent limited by bankruptcy, insolvency and other
laws of general application affecting creditors' rights and by
equitable pr n ip , whether considered at law or in equity, _
subject to all limitations set forth herein;
100141345.DOC /)
8
d. All revenues received by District No. 1 from
the District No. 1 Required Mill Levy and all Project Revenues
received by District No. 2 shall be expended in accordance with
the priorities set forth in Sections 4.1.(b) and 5.1.(c) (the
"Funding Priorities");
e. Each District may rely upon and enforce all
representations, warranties and agreements set forth in this
Agreement; and
f. The Districts, and not the County, shall be
responsible for paying all debts and liabilities of the
Districts.
Section 3.2 Performance of Agreement. Each District
acknowledges and agrees that the performance of this Agreement
over the full Term is essential to the implementation of and
compliance with the Service Plan and that any material departure
from the terms of this Agreement by either District, or any
unilateral attempt by either District to materially alter the
terms of or to terminate this Agreement, except as authorized
hereunder, is and shall constitute an Event of Default and a
material departure from the Service Plan which, in addition to
any other remedy set forth herein, the non -defaulting District
shall be entitled to enjoin in accordance with Section 32-1-207,
C.R.S.
SECTION 4. DISTRICT NO. 1 RESPONSIBILITIES
Section 4.1 Imposition of the District No. 1 Required
Mill Levy. Until such time as (i) the 1998 Bonds and all other
Obligations, including without limitation all Obligations issued
pursuant to the Developer Advances, have been paid in full or
payment thereof has been provided for, (ii) all of the Public
Improvements have been completed and paid for, (iii) payment of
the Administrative Expenses has been provided for, and (iv)
District No. 2 has been dissolved or consolidated with District
No. 1, District No. 1 shall:
a. Certify the District No. 1 Required Mill Levy
no later than December 1 of each year in accordance with
statutory requirements and provide prompt written notice of such
certification to District No. 2, pursuant to the following
process:
(i) For the 2009 fiscal and property tax
collection year, the District No. 1 Required Mill Levy shall be
all taxable property in District No. 2. On or before December 1,
2008, District No. 1 shall adopt a resolution establishing and
{00141345.DOC /1 9
) certifying the District No. 1 Required Mill Levy at a rate of 40
mills. District No. 1 shall provide prompt written notice to
District No. 2 of such certification. Upon receipt from the
County of the revenues from the District No. 1 Required Mill
Levy, District No. 1 shall identify and segregate that portion of
the revenues received from the District No. 1 Required Mill Levy
necessary for payment of principal of and interest on the 1998
Bonds per the 1998 Bond repayment schedule. District No. 1 shall
make payment on the 1998 Bonds when due. District No. 1 shall
remit the District No. 1 Pledged Revenues to District No. 2
within 15 business days of receipt of such revenues from the
County.
(ii) Commencing with the 2010 fiscal and property
tax collection year and for each year thereafter during the Term,
District No. 2 shall determine and, on or before November 1,
advise District No. 1 of the District No. 1 Required Mill Levy to
be included in the Fiscal Year Budget for the next fiscal year.
On or before November 15 of each year, District No. 1 shall
provide written notice to District No. 2 of any reasonable
objections it may have to the District No. 1 Required Mill Levy,
which objections shall be limited to non-compliance with the
Service Plan or non-compliance with the terms of this Agreement.
If no written objections are received by District No. 2 by
November 15, District No. 1 shall be deemed to have consented to
the District No. 1 Required Mill Levy, and District No. 1 shall,
no later than December 1 of each year, adopt a resolution
establishing and certifying the District No. 1 Required Mill Levy
and shall provide prompt written notice to District No. 2 of such
certification. Upon receipt of the revenues from the District
No. 1 Required Mill Levy from the County, District No. 1 shall
identify and segregate that portion of the revenues received form
the District No. 1 Required Mill Levy necessary for payment of
principal of and interest on the 1998 Bonds per the 1998 Bond
repayment schedule. District No. 1 shall make payment on the
1998 Bonds when due. District No. 1 shall remit the District No.
1 Pledged Revenues to District No. 2 within 15 business days of
receipt of such revenues from the County.
(iii) It shall
District No. 1 fails to certify the
Levy by December 1 of any year or
Pledged Revenues to District No. 2.
2 shall have the rights and remedies
be an Event of Default if
District No. 1 Required Mill
to remit the District No. 1
In such event, District No.
set forth in Section 6.3.
b. All property tax revenue received by
District No. 1 from the District No. 1 Required Mill Levy shall
Bond repayment schedule, and then the District No. 1 Pledged
(00141345.0O0 /I
10
Revenues shall be remitted to District No. 2 pursuant to the
provisions hereof.
c. The provisions of this Section are hereby
declared to be the certificate of the Board of District No. 1 to
the County authorizing the District No. 1 Required Mill Levy to
be levied by the County, from year to year, as required by law
for the purposes set forth herein.
d. It shall be the duty of the Board of District
No. 1 annually, at the time and in the manner provided by law for
the adoption of the Fiscal Year Budget and the levy of property
taxes, to ratify and carry out the provisions of this Section
with reference to the establishment, levy and collection of the
District No. 1 Required Mill Levy. The Board of District No. 1
shall levy, certify and collect the District No. 1 Required Mill
Levy for the purposes and in the manner provided by law and for
the purposes and in the manner set forth in the 1998 Bond
Resolution and this Agreement. District No. 1 in cooperation
with District No. 2 shall pursue any reasonable remedy available
to collect, or cause the collection of, delinquent property taxes
and remit all amounts realized from the sale of any real or
personal property for delinquent taxes to District No. 2 (not
required for payment of principal of and interest on the 1998
Bonds) in accordance with the provisions of this Agreement.
e. District No. 1 shall be prohibited from
retaining, appropriating, expending, pledging or otherwise
encumbering any portion of the District No. 1 Pledged Revenues
that are received by District No. 1 for any purpose, and all of
such revenues and monies shall be transferred and paid to
District No. 2 in accordance with the provisions of this
Agreement.
f. At any and all times, District No. 1
shall, to the extent authorized by law, pass, make, do, perform,
execute, acknowledge and deliver any and all further agreements,
acts, conveyances, assignments, transfers, certifications and
assurances as may be necessary or desirable for the better
assuring, effecting, confirming, undertaking and completing any
and all obligations, duties, responsibilities and acts, or as may
otherwise be reasonably required to carry out the terms and
purposes of this Agreement and to comply with the Service Plan.
Section 4.2 Rates, Fees and Charges. During the Term,
District No. 1 shall adopt, impose and remit to District No. 2
such rates, fees, tolls and charges as are established by
Obligations or to fund the Process of Construction costs and the
Administrative Expenses of the Districts, and such rates, fees,
(00141345.DOC /1
11
tolls and charges shall be deemed part of the District No. 1
Pledged Revenues. The procedures for adopting, budgeting and
transferring such fees will be established by District No. 2.
Section 4.3 District No. 1 Obligations. Other than the
remittance of the District No. 1 Pledged Revenues to District No.
2, District No. 1 shall incur no direct Obligations, Developer
Advances, or direct costs for Processing of Construction of the
Public Improvements or for any other purpose, except for the
repayment of the 1998 Bonds, unless otherwise approved in writing
by each District.
Section 4.4 Inclusion and Exclusion of Property. As
contemplated in the Service Plan, District No. 1 shall process
and approve the inclusion of platted property that is excluded
from District No. 2 following infrastructure development. Upon
petition of any property owner for the inclusion or exclusion of
any other property into or from District No. 1, the Board of
District No. 1 shall, prior to conducting any public hearing
thereon, notify District No. 2 of such petition in writing.
Before granting any petition for inclusion of such property into
District No. 1, the Board of District No. 1 shall impose all
conditions for inclusion established by District No. 2. District
No. 1 shall exclude no property from District No. 1 without the
prior written approval of District No. 2. All taxable property
located within the original boundaries of District No. 1 shall
remain liable for the repayment of its proportionate share of
outstanding 1998 Bond indebtedness thereon in accordance with
State law.
Section 4.5 Dissolution of District No. 2. Upon receipt
of notice and the dissolution of District No. 2 in accordance
with the Service Plan, District No. 2 shall transfer, and
District No. 1 shall accept responsibility for the operations and
maintenance of all Public Improvements located within the Service
Area that have not been transferred to the County or another
district or public agency.
Section 4.6 Organization of Additional Districts. No
other special district or subdistrict shall be organized within
the boundaries of either of the Districts without (i) the prior
consent in writing of the affected District in accordance with
State law and (ii) the County's approval of an amendment of the
Service Plan relating thereto.
SECTION 5. DISTRICT NO. 2 RESPONSIBILITIES
Section 5.1 Imposition of the District No. 2 Required
Mill Levy. Until such time as (i) the 1998 Bonds and all
(00141345.DOC /)
12
other Obligations, including without limitation all Obligations
issued pursuant to the Developer Advances, have been paid in full
or payment thereof has been provided for, (ii) all of the Public
Improvements have been completed and paid for, (iii) payment of
the Administrative Expenses has been provided for, and (iv)
District No. 2 has been dissolved or consolidated with District
No. 1, District No. 2 shall:
a. Provide written notice to District No. 1 of
the District No. 1 Required Mill Levy in accordance with Section
4.1(a).
b. Commencing with the 2010 fiscal and property
tax collection year and for each year thereafter during the Term,
certify the District No. 2 Required Mill Levy on property within
its boundaries no later than December 1 of each year in
accordance with statutory requirements.
c. District No. 2 shall apply the Project
Revenues in the following priority: (i) first, for payment of
Administrative Expenses; then (ii) funding on or before December
31, 2009 a reserve for the repayment of the 1998 Bonds in the
amount of $200,000 ("Bonds Reserve"); then (iii) payment of the
Process of Construction costs and the repayment of all
Obligations other than the 1998 Bonds; and then (iv) the funding
of any other amenities, facilities or equipment as may be
determined beneficial to the Development or as may otherwise be
provided in this Agreement.
d. In the event District No. 1 does not receive
sufficient revenues from its District No. 1 Required Mill Levy to
make payment of principal of and interest on the 1998 Bonds,
District No. 2 shall remit funds from the Bond Reserve to
District No. 1 in an amount sufficient for District No. 1 to make
payment on the 1998 Bonds. At such time when the 1998 Bonds are
paid in full, the Bond Reserve shall be released to District No.
2 for expenditure in accordance with the Funding Priorities.
e. The provisions of this Section are hereby
declared to be the certificate of the Board of District No. 2 to
the County authorizing the District No. 2 Required Mill Levy to
be levied by the County, from year to year, as required by law
for the purposes set forth herein.
f. It shall be the duty of the Board of District
No. 2 annually, at the time and in the manner provided by law for
the adoption of the Fiscal Year Budget and the levy of property
taxes, to ratify and carry out the provisions of this Section
District No. 2 Required Mill Levy, including without limitation
1 conducting a special election in November 2009 to authorize the
(00141345.DOC /)
13
District No. 2 Required Mill Levy and any other obligations
requiring electoral approval set forth herein. The Board of
District No. 2 shall levy, certify and collect the District No. 2
Required Mill Levy for the purposes and in the manner provided by
law and for the purposes and in the manner set forth in this
Agreement. District No. 2. in cooperation with District No. 1
shall pursue any reasonable remedy available to collect, or cause
the collection of, delinquent property taxes and apply all
amounts realized from the sale of any real or personal property
for delinquent taxes in accordance with the provisions of this
Agreement.
g. At any and all times, District No. 2 shall,
to the extent authorized by law, pass, make, do, perform,
execute, acknowledge and deliver any and all further agreements,
acts, conveyances, assignments, transfers, certification and
assurances as may be necessary or desirable for the better
assuring, effecting, confirming, undertaking and completing any
and all obligations, duties, responsibilities and acts, or as may
otherwise be reasonably required to carry out the terms and
purposes of this Agreement and to comply with the Service Plan.
Section 5.2 General Responsibilities. District No. 2
shall exercise such duties and authority and shall have all the
powers as are generally provided by State law and in the Service
Plan. District No. 2, in its reasonable discretion, shall
perform the following services and exercise the following powers
for and on behalf the Districts:
a. Manage and control the financing of the Public
Improvements and the Processing of Construction, the payment of
Administrative Expenses, and the completion of all actions,
activities and work required to implement the Service Plan and
this Agreement in conformance with the Funding Priorities;
b. Budget and appropriate monies for public
purposes in conformance with the Funding Priorities and provide
for the payment of all expenses of the Districts;
c. Establish uniform rules and regulations for the
inclusion of property into the Districts in accordance with the
provisions of the Service Plan;
d. Adopt and enforce uniform rules and regulations
for administrative and operating purposes applicable throughout
the Service Area;
a Estabi�:sh—al
connections fees, tap fees, system development fees, facility
fees, and other rates, fees, tolls and charges for the provision
{00141345.DOC /)
14
of the Public Improvements and services within the Districts,
which shall be applied uniformly throughout the Service Area;
f. Negotiate, prepare and enter into all
applications, permits, licenses, agreements or other documents
necessary to secure all applicable federal, State, County, and
local approvals or other governmental authorizations for the
financing, Processing of Construction, and operation and
maintenance of the Public Improvements;
g. Own, manage, operate, maintain and replace the
Public Improvements and all property of the Districts for the
general benefit of and use by all property owners, residents and
related persons within the Service Area, without discrimination
between the various areas of the Districts, until transferred to
the County or another district or public agency. To the extent
not previously effectuated, District No. 1 hereby transfers and
assigns all of its interests in the Public Improvements and
property of the Districts to District No. 2 for public use,
subject to all limitations and conditions set forth herein; and
h. Take all other actions required to implement
and comply with the Service Plan and all agreements affecting the
business affairs and interests of the Districts to which the
District is or may become a party.
Section 5.3 Financing of Public Improvements. District
No. 2 shall finance and provide for the Process of Construction
of all Public Improvements as required for each phase of the
Development by incurring Obligations or using Project Revenues to
pay the costs of the Process of Construction in conformance with
the Funding Priorities and the provisions of the Service Plan.
District No. 2 shall incur no Obligation which obligates District
No. 1 or properties within District No. 1 for repayment of such
Obligation except from the District No. 1 Pledged Revenues
imposed, collected and remitted in accordance with the provisions
hereof. District No. 2 shall apply and expend the Project
Revenues in conformance with the Funding Priorities.
Section 5.4 Completion of Public Improvements. District
No. 2 shall be responsible for the construction, completion,
operation and maintenance of the Public Improvements in
accordance with the provisions of this Agreement and the Service
Plan. District No. 2 shall, in its discretion, make all
determinations relating to the expenditure of any Project
Revenues and proceeds of Obligations for Processing of
Process of Construction costs, or for any other purpose with
respect to the implementation, performance or enforcement of the
100141345.DOC /1
15
terms of this Agreement. Except as provided for herein for the
remittance of the District No. 1 Pledged Revenues to District No.
2, District No. 1 shall have no responsibility for the financing,
Processing of Construction, or the operation and maintenance of
the Public Improvements. District No. 2 may transfer certain
Public Improvements to the County or another public agency for
ownership, operation and maintenance in accordance with the
provisions of the Service Plan or intergovernmental agreements.
District No. 2 shall own, manage, operate and maintain for the
benefit of all property owners, residents and related persons
within the Districts, without discrimination between the various
areas of the Districts, all Public Improvements that are not
transferred to the County or another public agency. All streets
and roads owned and operated by District No. 2 shall be open for
public use, subject to reasonable regulations, and shall be
maintained in conformance with County road standards. All other
Public Improvements and facilities of the Districts shall be
available for public use, subject to reasonable regulations, and
shall be maintained in a commercially reasonable manner.
Section 5.5 Management of Districts. District No. 2
shall manage and administer all business affairs of the
Districts, including without limitation the hiring and engagement
of all employees, independent contractors, consultants, advisors,
accountants, auditors, attorneys and other personnel, record -
keeping, accounting and financial services, payment of
Administrative Expenses, liability and property insurance, and
all actions relating to statutory compliance.
An executive committee of the Boards shall be
constituted to facilitate ongoing communication between District
No. 1 and District No. 2. The executive committee shall be
composed of the president of each Board and shall also include
one other Board member of each District who shall be appointed,
removed, and replaced by actions of the applicable appointing
Board from time to time. The executive committee shall meet
periodically to discuss general management issues and to provide
any comments on such issues in writing to the Boards for
consideration. The executive committee may, as it deems
appropriate, make recommendations to the Boards on issues on the
respective Board's agenda. The executive committee may, as it
deems appropriate, provide recommendations to the Boards on ways
to implement the decisions of the Boards in a manner consistent
with the provisions and authority conferred upon each of the
Districts under this Agreement. The executive committee may, as
it deems appropriate, provide recommendations to the Boards on
ways to implement the provisions of the Service Plan.
Additionally, lhe—executive--committior—may—mmmnioatc -trT---a
District on any other matter as may be directed by the other
District. In no event will the executive committee have any
(00141345.DOC /1
16
authority to make decisions or interfere with the decisions of
the Districts.
Section 5.6 Administrative Expenses. To the extent that
adequate funding is available from Project Revenues and other
legally available sources as provided in the Fiscal Year Budget,
District No. 2 shall (i) manage, operate, maintain, repair and
replace all Public Improvements not transferred to the County or
another district or public agency, and (ii) generally administer
the operations and business of the Districts, including without
limitation the payment of all Administrative Expenses or other
costs associated therewith.
Section 5.7 Facility Fees and Water Tap Fees. District
No. 1 has entered into certain facility fee and water tap fee
agreements with developers within the District. All facility
fees and water tap fees paid pursuant to such agreements
(regardless of designation) shall be considered Project Revenues,
unless previously pledged for the repayment of any Obligations,
and shall be collected and used by District No. 2 for the
completion of the Public Improvements in accordance with the
provisions of Section 5.4. As recognized under the Original
Agreement, this Agreement shall constitute an assignment to
District No. 2 of all rights and interests of District No. 1 in
and to such facility fees and water tap fees.
SECTION 6. EVENTS OF DEFAULT AND REMEDIES
Section 6.1 Events of Default by Districts. Subject to
the terms of Section 6.5, a Default or an Event of Default by
either Party under this Agreement shall mean one or more of the
following events:
a. Any representation or warranty made in this
Agreement by a Party which was materially inaccurate when made or
is proven to be materially inaccurate during the Term;
b. Failure of District No. 1 to impose the
District No. 1 Required Mill Levy in any year or to remit
District No. 1 Pledged Revenue to District No. 2; or
c. Failure of District No.
District No. 2 Required Mill Levy in any year;
2 to impose the
or
d. A Party fails to substantially observe,
comply with or perform any material responsibility, obligation,
duty or agreement required of it under this Agreement; provided,
arc —
perform any responsibility or obligation hereunder shall not
relieve or release either District from imposing the District No.
{00141345.DOC /k
17
1 or District No. 2 Required Mill Levy, as applicable, and
further provided that failure by either District to observe or
perform any duty, responsibility or obligation hereunder shall
not relieve or release the other District from making any
payment, levying any property tax, otherwise performing its
responsibilities hereunder, or result in an amendment or the
termination of this Agreement.
Section 6.2 Cure Period. Except as more specifically
provided in subsection a. hereof with regard to District No. l's
failure to impose the District No. 1 Required Mill Levy, upon the
occurrence of an Event of Default by either Party, such Party
shall, upon written notice from the other Party, proceed promptly
to cure or remedy such Default. Such Default shall be cured
within 30 days (or immediately with respect to a monetary payment
Default) after receipt of such notice, or, if such default is of
a nature which is not capable of being cured within such time
period, curative action shall be commenced within the cure period
and diligently pursued to completion.
a. In the event that District No. 1 fails to
impose the District No. 1 Required Mill Levy or District No. 2
fails to impose the District No. 2 Required Mill Levy by December
1 of any year, the defaulting District shall have no opportunity
to cure and, in order to ensure that the District No. 1 Required
Mill Levy or the District No. 2 Required Mill Levy, as
applicable, is certified by December 15 of such year, the non -
defaulting District, may, without further notice to the
defaulting District, immediately proceed with the remedies set
forth in Section 6.3.
Section 6.3 Remedies on Default. Whenever an Event of
Default occurs and is not cured or cure undertaken in accordance
with the provisions of Section 6.2, the non -defaulting Party may
take any one or more of the following actions:
a. Recovery of actual costs and damages,
including reasonable attorney fees and related expenses, through
any action available at law or in equity, including without
limitation the right of District No. 2 to certify to the County
for collection against all taxable property within District
No. 1, the amount of such costs and damages as a delinquent fee
for services provided by District No. 2 in accordance with the
procedures set forth in Section 32-1-1101(1)(e), C.R.S., or other
special proceedings;
b. In the event that either District has not
Levy, as applicable,
the provisions of
100141345.0O0 /1
the non -defaulting District may, subject to
the 1998 Bond Resolution, enforce the
18
defaulting District's obligation to certify the District No. 1 or
District No. 2 Required Mill Levy, as applicable, by mandamus or
other action or special proceeding;
c. In the event that District No. 2 fails to
perform any management or operational responsibility specified
herein and to cure or remedy such Default within the applicable
cure period, District No. 1 may exercise temporary management
responsibility over, or petition the District Court to appoint a
conservator for, the Public Improvements and facilities of the
Districts, including without limitation the levy, collection and
expenditure of the Project Revenues to repay any Obligations
currently due and to pay the Administrative Expenses of the
Districts, until District No. 2 has cured or remedied such
Default. In no event shall this Agreement be amended by District
No. 1 in the event District No. 1 exercises its rights under this
subsection c.; and
d. Any other remedy available at law, in equity,
or specified under the terms of this Agreement or the Service
Plan, including without limitation specific performance or
injunction.
Section 6.4 Waivers. Except as otherwise expressly
provided in this Agreement, any delay by either Party in
asserting any right or remedy under this Agreement shall not
operate as a waiver of any such right or limit such right in any
way. Any waiver in fact made by such Party with respect to any
Default by the other Party shall not be considered as a waiver of
rights with respect to any other Default by the non -defaulting
Party or with respect to the particular Default, except to the
extent specifically waived in writing. It is the intent of the
Parties that this provision will enable each Party to avoid the
risk of being limited in the exercise of any right or remedy
provided in this Agreement by waiver, laches or otherwise at a
time when it may still hope to resolve any problem created by
such Default.
Section 6.5 Unavoidable Delay in Performance. Whether
stated or not, all periods of time in this Agreement are subject
to the provisions of this Section. Neither Party shall be
considered in Default of its obligations under this Agreement in
the event of unavoidable delay due to: (i) causes beyond its
control and without its fault or negligence, including without
limitation acts of God, public enemies, the federal, State,
County or other local governments, the other Party or third
parties, litigation concerning the validity and enforceability of
Agreement or relating to transactions contemplated herein
(including the effect of petitions for initiative or referendum),
(00141345.DOC /1
19
fires, floods, epidemics, restrictions, strikes, embargoes, and
unusually severe weather or the delays of contractors or
materialmen due to any of such causes; (ii) bankruptcy,
insolvency, reorganization or similar actions under laws
affecting creditor's rights, or any foreclosure or other exercise
of remedies of any creditor or lender in connection therewith;
and (iii) without limiting any of the foregoing, any action or
inaction of the County, its officers, agents, agencies,
departments, committees or commissioners which delays, directly
or indirectly, the District's ability to perform, complete or
comply with any schedule or requirement imposed by this
Agreement, the Service Plan, or any Public Improvement project.
In the event of the occurrence of such unavoidable delay, the
time or times for performance of the obligations of the Party
claiming delay shall be extended for the actual period of such
delay; provided that the Party seeking the benefit of the
provisions of this Section shall, within 30 days after such Party
knows of such delay, first notify the other Party of the specific
delay in writing and claim the right to an extension of
performance for the period of such delay; and provided further
that either Party's failure to notify the other of an event
constituting an unavoidable delay shall not alter, detract from
or negate its character as an unavoidable delay, if such event of
delay was not known or reasonably discoverable by such Party.
Section 6.6 Rights and Remedies Cumulative. The rights
and remedies of the Parties under this Agreement are cumulative,
and the exercise by either Party of any one or more of such
rights shall not preclude the exercise by it, at the same or
different times, of any other right or remedy specified herein
for any other Default by the other Party.
SECTION 7. MISCELLANEOUS PROVISIONS
Section 7.1 Title of Sections. Any title of the several
parts and sections of this Agreement are inserted for convenience
or reference only and shall be disregarded in construing or
interpreting any of its provisions.
Section 7.2 Effective Date. This Agreement shall be in
full force and effect and be legally binding upon each District
upon the date of its execution by the Parties. On and after the
effective date, the Original Agreement shall be terminated,
amended and superseded in its entirety by this Agreement. All
terms and provisions of this Agreement shall apply to any and all
actions and requirements of each District for the 2009 Fiscal
Year and each Fiscal Year thereafter during the Term.
Section 7.3 No Third -Party Beneficiary. No third -party
beneficiary rights shall be created in favor of any person not a
(00141345.DOC /1
20
Party to this Agreement, unless the Parties mutually agree
otherwise in writing.
Section 7.4 Applicable Law. The laws of the State of
Colorado shall govern the interpretation and enforcement of this
Agreement. Venue shall be exclusive to the District Court in and
for Weld County, Colorado.
Section 7.5 Assignment. This Agreement shall not be
assigned, in whole or in part, by either Party without the
approval in writing of the other Party. This Agreement shall be
binding on the Parties, their successors and assigns.
Section 7.6 Severability. If any provision of this
Agreement is held to be illegal, invalid or unenforceable, in
whole or in part, under present or future laws effective during
the Term, such provision shall be fully severable, and this
Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part of
this Agreement. The remaining provisions of this Agreement shall
remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by the severance
of such provision from this Agreement. Further, in lieu of such
illegal, invalid or unenforceable provision, there shall be
added, as part of this Agreement, a provision as similar in terms
to such illegal, invalid or unenforceable provision as may be
possible and still be legal, valid and enforceable, and this
Agreement shall be deemed reformed accordingly. Without limiting
the generality of the foregoing, if all or any portion of the
payments required by the terms of this Agreement are determined
by a court of competent jurisdiction in a final non -appealable
judgment to be contrary to public policy or otherwise precluded,
the Parties shall proceed in good faith to promptly restructure
and/or amend this Agreement, or to enter into a new agreement to
effectuate such purpose.
Section 7.7 Service Plan Modifications. Neither District
shall publish, without providing prior written notice to the
other District and the County, any notice pursuant to Section 32-
1-207(3), C.R.S., of its intent to undertake the construction of
any Public Improvement, the issuance of Obligations, the
imposition of the Required Mill Levy or any other tax, rate,
toll, fee or charge, or any other proposed activity of such
District that is not consistent with the terms of the Service
Plan or this Agreement and that would require any action to
enjoin such activity as a potential or actual material departure
from the Service Plan of such District be brought within 45 days
(00141345.DOC /)
21
Section 7.8 Amendments. This Agreement may be
amended, in whole or in part, by written instrument executed by
the Parties. Each amendment, which is in writing and signed and
delivered by the Parties, shall be effective to amend the
provisions hereof.
Section 7.9 Entirety. This Agreement constitutes the
entire agreement between the Parties with respect to the subject
matter hereof and replaces in their entirety any prior
agreements, understandings, warranties or representations between
the Parties with respect to the subject matter hereof, including
without limitation the Original Agreement.
Section 7.10 Counterparts. This Agreement may be executed
in counterparts, each of which shall constitute one and the same
instrument.
Section 7.11 Notices. A notice or demand under this
Agreement by either Party to the other Party shall be in writing
and shall be deemed sufficiently given if delivered in person, by
prepaid overnight express mail or national overnight courier
service, or if forwarded by registered or certified mail, postage
prepaid, return receipt requested, by electronically -confirmed
facsimile transmission, and addressed as follows:
a. Until subsequently changed, to:
Beebe Draw Farms Metropolitan District No. 1
Attention: President
16500 Beebe Draw Farms Parkway
Platteville, Colorado 80651
Beebe Draw Farms Metropolitan District No. 2
Attention: President
3600 South Logan, Suite 200
Englewood, Colorado 80110
With a copy to:
Paul R. Cockrel
Collins Cockrel & Cole, P.C.
390 Union Boulevard, Suite 400
Denver, Colorado 80228-1556
b. Or to such other address with respect to
either Party as that Party may, from time to time, designate in
writing and forward to the other Party as provided in this
di,
courier or express mail delivery, or on the third business day
following deposit in the U.S. Mail as provided herein.
(00141345.DOC /}
22
Section 7.12 Good Faith of Parties. Except where any
matter is expressly stated to be in the discretion of a Party,
the Parties agree that in the performance of this Agreement or in
considering any requested extension of time, each Party will act
in good faith and shall not act unreasonably, arbitrarily,
capriciously, or unreasonably withhold or delay any approval
required by this Agreement.
Section 7.13 Time. Unless the context indicates
differently, all references herein to days shall be to calendar
days, and all references herein to periods of time shall be to
consecutive days or continuous periods of time. If the day for
any performance or event provided for herein is a Saturday,
Sunday or other day on which either national banks or the office
of the Clerk and Recorder of the County are not open for the
regular transaction of business, such day shall be extended until
the next day on which such banks and office are open for the
transaction of business. All times shall be of the essence.
Section 7.14 Further Assurances. The Parties agree to
adopt or approve such resolutions, regulations and agreements, to
execute such documents or instruments, and to take such action as
shall be reasonably requested by the other Party to confirm or
clarify the provisions herein and to effectuate the agreements
herein contained and the intent thereof. If all or any portion
of the Public Improvements, Obligations or agreements approved in
connection with this Agreement are asserted or determined to be
invalid, illegal or are otherwise precluded, the Parties shall
cooperate in the joint defense thereof, and if such defense is
unsuccessful, the Parties will use reasonable, diligent, good
faith efforts to amend, reform or replace such precluded matters.
Section 7.15 Certifications. The Parties agree to execute
such documents or instruments as the other Party may reasonably
request to verify or confirm the status of this Agreement or
other intergovernmental agreements between the Districts, and of
the performance of the obligations hereunder and such other
matters as either Party may reasonably request.
Section 7.16 Survival of Representations and Warranties.
No representations or warranties whatever are made by any Party
to this Agreement, except as specifically set forth in Section 3.
The representations and warranties made by the Parties to this
Agreement, and all covenants and agreements to be performed or
complied with by the Parties under this Agreement shall be
continuing to the end of the Term.
(00141345.DOC /1
23
In Witness Whereof, the Districts have caused this Agreement
to be duly executed as of the day first above written.
ATTEST:
Sec a
Secretary
BEEBE DRAW FARMS METROPOLITAN
DISTRICT NO. 1
arrr
By:
President
BEEBE DRAW FARMS METROPOLITAN
DISTRICT NO. 2
By: 1
resident
{omaorn.DOci)
EXHIBIT F
Affidavit of Publication of Notice of Hearing
)00140302.DOC / 3)
Affidavit of Publication
•
IiETIN0 eoR HaAMNO DN PETrION
?J fim .us NOF EALPROPESTYPROMTNE
litASP. .DRM6FROPMJTAN DI!TR rN'T, W11
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I Sections
4,S,89, 10 and 17, Weld wnsWsonn, Range
I Gest otth 8th P loandl7,Ta,•ne ,FFa RarmrtBo
Wesresteefie Prnowa al Me
eo Tilt two par -
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cels respectively rdescr eyto She Pe end Feblorian
con1 all gaMdfierdea. more
on the PatltbNlor G><dWelan and
ao AnIIneresed acres, many ar laq.
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sttemennmustheltletat nd ratted t granted.Marna by
10 noon onodob rRO20ah by llan avert' or rlema
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il
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redo8 28 ernatlnlen rmxOn)r,Sb 40e,: Lakewood, Cob -
BY redo BB0MOR8 AeRME:rm..ccoomm _
BY ORdSR FARMS E RDOFT N DIRECTORS OF NO.1
•
E SEEK DRAW FARMS METROPOLITAN DISTRICT NO. 1.
SEESEDRAW FARMS METROPOLITAN DISTRICT NO 1
t
edrMgrY No
ilk Burk
Se ary
' TheTrltiene
October 14,2006 -
STATE OF COLORADO
County of Weld,
I, Jennifer Usher
SS.
of said County of Weld, being duly sworn, say that I am an
advertising clerk of
THE TRIBUNE
that the same is a daily newspaper of general circulation and
printed and published in the City of Greeley, in said county and
state; that the notice or advertisement, of which the annexed is a
true copy, (days): that the notice was published in the regular and
entire issue of every number of said newspaper during the period
and time of publication of said notice, and in the newspaper
proper and not in a supplement thereof; that the first publication
of said notice was contained in the, issue of the said newspaper -
bearing date the
Fourteenth day of October AD.2008 and the last publication
thereof: in the issue of said newspaper bearing date the
Fourteenth day of October AD. 2008' that said The Tribune has
been published continuously and uninterruptedly during the
period of at least six months next prior to the first issue there of
contained said notice or advertisement above referred to; that said
newspaper has been admitted to the United States mails as
second-class matter under the provisions of the Act of March 3,
1879, or any amendments thereof; and that said newspaper is a
daily newspaper duly qualified for publishing legal notices and
advertisements within the meaning of the laws of the State of
Colorado.
October 14.2008
Total Charges: $61.52
day of, November 2008
7ionxni.res F11/20
Notary Public
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