HomeMy WebLinkAbout20050773.tiff SERVICE PLAN
FOR
THE HILLS
METROPOLITAN
DISTRICT NO. 3
(FIRESTONE, COLORADO)
Submitted: July 1,2004
_ Resubmitted: August 26,2004
Resubmitted: September 13,2004
Approved: September 16,2004
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2005-0773
TABLE OF CONTENTS
Page
z
I. INTRODUCTION 1
A. General Information 1
B. Need for the District 4
C. Proposed Structure 4
— 1. Multiple District Structure 4
2. Boundary and Adjustments; Consolidation 5
D. Proposed Land Use/Population Projections 6
II. DESCRIPTION OF PROPOSED IMPROVEMENTS AND SERVICES 7
A. Types of Improvements 7
1. Streets 8
2. Water 8
3. Safety Protection 9
4. Parks and Recreation 9
5. Other Powers 10
(a) Plan Amendments 11
(b) Phasing,Deferral 11
B. Standards of Construction/Statement of Compatibility 11
C. Dedication of Improvements to the Town 12
D. Ownership and Operation of Facilities by the District 13
E. Acquisition of Land for Public Improvements 14
F. Services to be Provided by other Governmental Entities 15
G. Integration 15
III. PURPOSE 15
IV. DESCRIPTION OF PROPOSED FACILITIES AND ESTIMATED COSTS 16
A. Type of Improvements and Preliminary Engineering Estimates 16
B. Regional Improvements/Intergovernmental Agreements 16
1. Regional Improvements 16
2. Intergovernmental Cost Sharing and Recovery Agreement 17
3. Voter Authorization 17
C. Limitation on Eminent Domain 17
V. FINANCIAL PLAN 18
A. Introduction/General 18
B. Debt Issuance 21
1. Issuance of Developer Bonds 21
(a) Maximum principal amount;no discount 23
(b) Term 23
(c) Interest Rate 23
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(d) Subordination 23
(e) Discharge 24
(f) Transferability 24
2. Issuance of Non-Developer Bonds 25
(a) Secured and Unrated Non-Developer Bonds 25
(b) Development Threshold for Unrated Non-Developer Bonds 26
(c) Other Restrictions on Non-Developer Bonds 27
(i) Maximum Principal Amount 27
(ii) Term 27
(iii) Interest Rate 27
(iv) Trustee 28
(v) Refunding Bonds 28
(vi) Required certification as to Saddleback Park 29
3. Cost-Sharing Obligations 29
4. Financial Estimates 29
C. Other Restrictions, Limitations and Requirements 30
1. No acceleration 30
2. Authorized Security for Debt 30
3. Limited Mill Levy and Principal Amount Limits 30
4. Transfers and Exchanges 31
5. Compliance with law,opinions 31
D. Debt Service and Administrative Mill Levies 31
E. Costs of District Administration and Operations 32
F. District Revenue Sources 33
G. Revenue-Sharing Payments to Town for Public Improvements 34
H. Economic Viability 37
I. Quinquennial Review 38
J. Letters 38
VI. LANDOWNERS' OBLIGATIONS AS TO PUBLIC IMPROVEMENTS - 39
VII. ANNUAL REPORT 39
VIII. DISSOLUTION 41
DC. ELECTIONS 43
X. INDEMNITIES 44
XI. DISCLOSURE AND DISCLAIMER;NO THIRD PARTY RIGHTS 44
XII. INTERGOVERNMENTAL AGREEMENTS 45
XIII. CONSERVATION TRUST FUND 46
XIV. MODIFICATION OF SERVICE PLAN 46
XV. RESOLUTION OF APPROVAL 48
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XVI. FAILURE TO COMPLY WITH SERVICE PLAN 48
XVII. SEVERABILITY 49
XVIII. CONCLUSION 49
XIX. CERTIFICATION 50
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TABLE OF EXHIBITS
EXHIBIT A Legal Description of Initial Property
EXHIBIT A-1 District Map
EXHIBIT B District, Development and Vicinity Map
EXHIBIT C Description of Facilities and Costs
— EXHIBIT D Street and Safety Protection Improvements
EXHIBIT E Drainage Improvements
EXHIBIT F Park and Recreation Improvements
EXHIBIT G Water System Improvements
EXHIBIT H Financial Plan
EXHIBIT I [Intentionally Omitted]
EXHIBIT J Underwriter's Letter
EXHIBIT K Letter from Counsel to the District
EXHIBIT L Developer's Indemnity Letter and District's Indemnity
Letter
EXHIBIT M Disclosure Notice
EXHIBIT N Form of Town Disclaimer
EXHIBIT 0 Form of Town IGA
EXHIBIT P Form of District IGA
EXHIBIT Q Mill Levies of Overlapping Entities
EXHIBIT R Resolution of Approval
EXHIBIT S Letter from Bond Counsel
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SERVICE PLAN FOR
THE HILLS METROPOLITAN DISTRICT NO. 3
I. INTRODUCTION
A. General Information
Pursuant to the requirements of the Special District Act, Section 32-1-101, et seq.,
C.R.S.,this Service Plan(together with all Exhibits hereto,the"Service Plan") consists of a
financial and jurisdictional analysis demonstrating how the proposed facilities and services of the
proposed The Hills Metropolitan District No. 3 (the "District") will be constructed and financed.
The District is to serve as a"financing only"district to finance certain street, safety protection,
water, and park and recreation improvements for or in connection with the approximately Six
Hundred(600) acre Saddleback Hills Lake&Conservancy Limited Liability Company
development(the"Development").
The District shall be authorized to provide only the limited facilities and to
perform only the limited functions set forth in this Service Plan. As set forth above, the District
shall serve as a"financing only"district and does not intend to operate as a competing
government with the Town of Firestone(the"Town"). All improvements financed,constructed
or installed by the District,except as maybe authorized pursuant to Article ILD. or an
amendment to this Service Plan,shall be dedicated and conveyed to the Town or its designee
upon completion,and upon expiration of the District's warranty obligations, such improvements
— will be operated and/or maintained by the Town or such designee. It is intended that the District
provide for the financing of the Improvements(defined herein),but it is not intended that the
District have perpetual existence. The District will be dissolved when its financial obligations
are paid or provided for,or when the Town requests dissolution,provided then-applicable
statutory requirements are met, all as further described in Article VIII of this Service Plan. The
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District's financing of the Improvements will benefit the residents of the Development and the
Town's residents because such financing will assist in the completion of regional improvements
serving the constituents of both the Town and the Development.
Except as specified in or pursuant to this Service Plan, the District shall not
construct or own any improvements, shall not provide for any maintenance, repair,or operation
of any improvements,and shall not perform any services,without the consent of the Town as
evidenced by a resolution of approval of the Town's Board of Trustees. In addition, the District
will not contract with any other governmental entity to receive any services which are or may
become available from the Town,or to provide any services to or within any other governmental
entity. The District shall comply with the requirement of Section 32-1-107, C.R.S.
The property within the District will receive water service from the Town and no
other source, and sanitary sewer service from Tri-Area Sanitation District ("Tri-Area
Sanitation"). It is expected that the Frederick-Firestone Fire Protection District will provide fire
protection services to the District and the Town will provide police protection services.
The Development is entirely within the boundaries of the County of Weld(the
"County"),the Town, Central Weld County Water District("Central Weld"), and Frederick-
-
Firestone Fire Protection District. A chart setting forth mill levies of overlapping entities is
attached hereto as Exhibit Q.
The Development will be developed into a mixed-use planned community with
single and multi-family residences,commercial uses and public uses. Other compatible uses as
—• allowed by the zoning may also be incorporated.
This Service Plan has been prepared by Saddleback Hills Lake and Conservancy
#2 LLC(the"Developer")and the following participants listed below. All property within the
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•
District is currently owned by Saddleback Hills Lake and Conservancy#2 LLC. The term
"Developer"as it is used herein shall refer to Saddleback Hills Lake and Conservancy#2 LLC,
as well as any successors or assigns of such entity; provided that any such successors and assigns
must accept all duties and obligations contained or referred to in or relating to this Service Plan,
and must re-execute the indemnity letter(Exhibit L)in form satisfactory to the Town and
provide such other written assurances of acceptance of such duties and obligations as may be
requested by the Town.
District Counsel:
Darlene Sisneros
Jacqueline C.Murphy
McGeady Sisneros,P.C.
1675 Broadway,Suite 2100
Denver, CO 80202
Phone: (303) 592-4380
Fax: (303) 592-4385
Landowner/Developer:
Saddleback Hills Lake and Conservancy#2 LLC
5460 S. Quebec Street, Suite 300
Greenwood Village, CO 80111
Phone: (303)721-1516
Fax: (303) 770-7383
Financial Advisor/Underwriter:
Samuel R. Sharp
Kirkpatrick Pettis Smith Polian, Inc.
1600 Broadway, Suite 1100
Denver, CO 80202
Phone: (303) 764-5786
Fax: (303) 764-5770
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Engineer:
Jim Jannicke
John S. Strandberg
CVL Consultants, Inc.
7901 E. Belleview Ave., Suite 150
Englewood, CO 80111
7-
Phone: (303)482-9526
Fax: (303)482-9586
Bond Counsel:
Saranne Maxwell
Kutak Rock LLP
1801 California, Suite 3100
Denver, CO 80202
Phone: (303)297-2400
Fax: (303)292-7799
District Accountant:
John Simmons
J.W. Simmons&Associates, P.C.
9155 E. Nichols Ave#330
Englewood, CO 80111-0834
B. Need for the District
The Property, as hereinafter defined,is now vacant and is not presently served by
the Improvements.'Neither the Town, the County, nor any other special district, other than the
Districts,has plans to provide the Improvements within a reasonable time and on a comparable
basis. Therefore, it is necessary that the District be organized to provide the inhabitants of the
Development with the Improvements.
C. Proposed Structure
1. Multiple District Structure. Services will be provided to the Development
by three metropolitan districts: the District,The Hills Metropolitan District No. 1 ("Hills
No. 1"), and The Hills Metropolitan District No.2 ("Hills No. 2")(the District, Hills No. 1,and
Hills No. 2 shall be referred to collectively as the"Districts"). The Districts, collectively, will
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undertake the financing and construction of the Improvements in sequential order(i.e., Hills No.
1 will proceed with initial construction, then Hills No. 2, etc.), and that the Districts will share
certain regional infrastructure costs pursuant to the District IGA more specifically described in
— Article IV.B.2 herein.
The formation of multiple special districts for this Development provides the
following advantages: 1) those who benefit from the Improvements pay for them; 2)the structure
ensures that the commitments made to the Town regarding the installation of public
infrastructure and contributions to Town projects will be satisfied; 3) no District is compelled to
finance the Improvements in advance of its need,because additional Districts are available to
undertake financing for the Improvements;4)the use of tax exempt bonds to construct public
infrastructure helps keep initial housing costs at a reasonable level; 5) the structure assures well
planned phased development; 6) the structure allows flexibility to address changing needs and
expectations over time; 7) the structure allows the inhabitants to vote for representatives on the
board of directors of the Districts and run for the board within several years.
2. Boundary and Adjustments; Consolidation. The area to be included
within the boundaries of the District is located entirely within the Town and the Development,
and is approximately 42 acres (the"Property"). A legal description of the Property is attached
hereto as Exhibit A and a map of the Property is attached hereto as Exhibit A-1. A vicinity map
is attached as Exhibit B. The District shall be required to obtain written approval from the Town
of a Service Plan modification prior to any inclusion or exclusion of property to or from the
District, or any other change in its boundaries. Any such approval may be granted or denied by
resolution of the Town Board of Trustees, in its discretion. Any inclusion may be on the
condition that all property originally in the District remain in the District, and on such other
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conditions as the Town may impose. Any exclusion may be on the condition that there is no
detriment to the remaining residents and taxpayers within the District, or to the District's
bondholders, and on such other conditions as the Town may impose. No changes in the
boundaries of the District shall be made, unless the prior written approval of the Board of
Trustees has been obtained as part of a Service Plan modification, as provided herein. Upon
approval from the Town, any exclusions and inclusions will be processed in accordance with
parts 4 and 5 of Article 1,Title 32, C.R.S. The District shall not include any property which has
not been annexed by the Town.
The District shall not file a request with the District Court to consolidate with another
district without the prior written approval of the Board of Trustees.
D. Proposed Land Use/Ponulation Projections
Based on the preliminary planned unit development("PUD") plan for the
Development, Hills No. 1 is anticipated to include seven hundred sixty-nine(769)single-family
residential units. Hills No. 2 is anticipated to include two hundred twenty-eight(228) single-
- family attached units and four hundred twenty(420) single-family detached units. The District is
anticipated to include four hundred ninety-two thousand four hundred forty-six((492,446)
square feet of commercial development. At an estimated one person per 300 square feet,this
would result in a day-time population of approximately one thousand six hundred forty-one
(1,641)persons in the District based upon proposed zoning. It is acknowledged that Town
development approvals and requirements may affect the foregoing number of anticipated
residential units and the foregoing estimates of population and commercial density.
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II. DESCRIPTION OF PROPOSED IMPROVEMENTS AND SERVICES
The following paragraph provides a description of the proposed services which the
District will be empowered to provide. The District is authorized to finance the construction of
those categories of improvements described below, both within and without the District, for the
purpose of implementing the provisions of Article V.G., which provides for District-Town
revenue sharing for capital improvements benefiting both the Town and District. To the extent
this Service Plan otherwise authorizes improvements or facilities without the boundaries of the
District, such improvements or facilities may be pursued only if authorized pursuant to the Town
IGA and, if applicable, the District IGA, as defined herein.
A. Types of Improvements
The District shall have the authority to provide for the design, acquisition,
construction, installation and financing of certain street,water, safety protection, and park and
recreation facilities and improvements within and without the boundaries of the District, as
generally described and depicted on Exhibits C through G and as more specifically set forth on
the Town-approved final plans for the Development("Improvements"). The District shall not
have the authority to provide any other types of facilities, improvements or services other than
the Town-approved Improvements. Exhibit C generally describes the Improvements and lists
each type of improvement planned to be provided by the District for the Development,the
phasing of construction of the Improvements, and the costs in current dollars. Exhibit C also
includes anticipated costs for water rights acquisition,and improvement costs for Saddleback
Park(defined herein)proposed to be constructed by the District or Developer, as further
described in Article II.A.4. An explanation of the methods,basis,and/or assumptions used to
prepare the above estimates is also included in Exhibit C, along with an engineer's statement of
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reasonableness as to the costs set forth in Exhibit C. The Improvements are further generally
depicted and described in Exhibits D through G. The exact design, subphasing of construction
and location of the Improvements will be determined at the time of final platting, and such
decisions shall not be considered to be a material modification of the Service Plan; provided,
however, that Saddleback Park shall be completed in accordance with the Phasing Plan(also
defined herein) unless otherwise agreed in writing by the Town.
1. Streets. The District shall dedicate and convey all street improvements to
the Town for ownership and maintenance after construction, inspection, completion of the
District's warranty obligation, and final acceptance of the improvements by the Town. Such
dedications and conveyances shall occur as phases of the Development are completed in
accordance with the subdivision requirements of the Town. Unless otherwise directed by the
Town, all streetscaping improvements,upon the consent of the Town,will be maintained by the
District or a homeowners or owners association. To the extent the Town permits or requires the
District to own any landscaping improvements, the District shall have the authority to maintain
such improvements.
2. Water. The Development will receive potable water service from the
Town and no other source. The District,together with the Developer,may finance,design,
construct, and install certain Town water system improvements and facilities located within the
boundaries of the District. However, all water system improvements shall be dedicated and
conveyed to, and owned by the Town, and shall be maintained by the Town upon acceptance and
completion of the District's warranty obligations. All water rights for water service to the
Property shall be owned by the Town; except as set forth below, the District will not purchase,
own, manage, adjudicate, or develop any water rights or water resources. The District shall have
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the right to finance the acquisition of water rights which must be dedicated to the Town for
provision of Town water service to the Property provided, however, that such rights shall be
conveyed and dedicated free and clear of all liens and encumbrances to the Town at the time of
plat approval. It is acknowledged that no subdivision plat or other development proposal shall
receive final approval until the Town becomes the titled owner, free and clear of all liens and
encumbrances, of all water required for the area to be platted or developed. Upon consent of the
Town, the District shall have the authority to retain water rights for a non-potable raw water
irrigation system, and to finance and install such a system. Also upon consent of the Town, such
non-potable raw water irrigation system and related water rights may be owned, operated, and
maintained by the District or a homeowners' association. Any consent required in connection
with the raw water irrigation system shall be evidenced by a written resolution and agreement by
and with the Board of Trustees. To the extent required by Section 32-1-107,C.R.S.,the District
will obtain the consent of Central Weld.
3. Safety Protection. Unless otherwise directed by the Town,all safety
protection improvements shall be dedicated to the Town for ownership and maintenance in
accordance with the procedures set forth below.
4. Parks and Recreation. The Financial Plan contemplates the construction
of a park ("Saddleback Park"),which the Developer has agreed to convey to the Town and
construct pursuant to a First Amendment to Annexation Agreement for the property included in
The District,Hills No. 1 and Hills No. 2 ("Park Agreement"). The Saddleback Park property
shall be conveyed by the Developer to the Town at the time of the first final plat for the
Development, as further provided in the Park Agreement. The Developer or Districts shall
construct those certain park facilities and improvements at Saddleback Park that are generally
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described in the phasing plan set forth in Exhibit F, and any Town-approved modifications
thereof(the"Phasing Plan"), and generally depicted in the park concept plan set forth in Exhibit
F, and any Town-approved modifications thereof("Concept Plan"). Such facilities and
improvements are hereafter referred to as the"Saddleback Park Improvements." The Town may
require modifications to the Saddleback Park Improvements as set forth in the Park Agreement
and Town IGA. To the extent the Districts undertake the construction of the Saddleback Park
Improvements, such improvements shall be completed in strict compliance with the Phasing Plan
and the Districts' failure to comply with the Phasing Plan shall constitute a material modification
as set forth in Article XIV. If the Saddleback Park Improvements are financed and duly
implemented in compliance with the Phasing Plan, then Certified Costs(defined below) for such
Improvements may be credited against the District's revenue-sharing obligation to the extent and
as provided in V.G. below. All park and recreation improvements and facilities shall be
dedicated and conveyed to the Town or its designee and maintained by the Town or its designee
upon acceptance and completion of the District's warranty obligations. Notwithstanding the
foregoing, certain park and recreation facilities may, with the consent and direction of the Town
(as evidenced by a written resolution and agreement by and with the Board of Trustees),be
owned by the District and maintained by the District, the Town, a homeowners association or the
Carbon Valley Park and Recreation District("Recreation District"). To the extent the District
owns any park and recreation improvements,it shall have the authority to maintain such
improvements. To the extent required by Section 32-1-107(3),C.R.S.;the District will obtain
the consent of the Recreation District.
5. Other Powers. In addition to the enumerated powers,the Board of
Directors of the District shall also have the following authority:
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(a) Plan Amendments. To amend the Service Plan as needed,with the
prior written approval of the Town, subject to the appropriate statutory procedures and subject to
the provisions of Article XIV hereof.
(b) Phasing, Deferral. Subject to the provisions of this Section II.A.5
and Articles VI and XIV hereof,to defer, forego, or reschedule the financing and construction of
Improvements to the extent consistent with then existing land uses for the Development
approved by the Town, and in compliance with any phasing plan and PUD plans approved for
the Development and any Town development standards, to better accommodate the pace of
growth,resource availability, and potential inclusions of property within the District.
Notwithstanding the foregoing,if the District undertakes the construction of the Saddleback Park
Improvements, the District shall strictly comply with the Phasing Plan for completion of the
Saddleback Park Improvements and may not defer, forego,or reschedule the financing or
construction of the Saddleback Park Improvements unless the District has first obtained a Town-
approved modification of the Phasing Plan.
B. Standards of Construction/Statement of Compatibility
The Improvements shall be designed and constructed solely in accordance with
the standards and specifications established by the Town and in effect from time to time, and
with the applicable standards and specifications of other governmental entities having
jurisdiction. The drainage facilities as set forth in Exhibit E shall be constructed in accordance
with the standards and specifications established by Tri-Area Sanitation. The Improvements
shall be compatible with applicable standards,specifications and requirements of the Town and
other governmental entities having jurisdiction. Such other entities include,but are not limited
to, Central Weld,Tri-Area Sanitation,the federal government,and the State of Colorado. The
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District and its engineers have and will design the Improvements to meet such standards,
specifications and compatibility requirements of the Town and such other governmental entities.
The District will obtain approval of civil engineering plans and permits for construction and
installation of the Improvements from the Town and from Tri-Area Sanitation or other
governmental entities, as applicable,prior to the construction or installation of such
Improvements. The District shall be subject to all applicable provisions of the Firestone
Municipal Code and to all Town rules,regulations, and policies with respect to the conduct of its
work on the Improvements,as in effect from time to time. The District shall obtain all permits,
licenses,permissions and approvals required by the Town, including but not limited to right-of-
way permits, development plan approvals, and utility and construction plan approvals.
C. Dedication of Improvements to the Town
Except to the extent otherwise specifically provided herein, the District shall
dedicate and convey to the Town or its designee all of the Improvements, together with
necessary rights-of-way, fee interests and easements. The Improvements, easements and rights-
- of-way shall be conveyed to the Town or its designee immediately upon completion of
construction, installation and expiration of the two(2) year warranty period that commences after
the Town has issued an Initial Acceptance as set forth below. The Improvements and all
necessary rights-of-way, fee interests and easements shall be conveyed and dedicated to the
Town or its designee by instruments acceptable to the Town, free and clear of all liens and
encumbrances,except those which are acceptable to the Town in its sole discretion. Failure to
comply with the requirements of this Article II.C. shall be deemed to be an unauthorized material
modification of this Service Plan.
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Once an Improvement to be dedicated to the Town is constructed and installed,
the Town shall issue an"Initial Acceptance" letter stating that the Improvement has been
constructed or installed in conformance with the Town's standards,or shall issue a letter stating
the corrections necessary for the issuance of such an"Initial Acceptance"letter. The District
shall promptly undertake any necessary corrections. Upon issuance of the"Initial Acceptance"
letter, the Improvements shall be warranted for two (2)calendar years from the date of such
"Initial Acceptance,"during which time the District shall, at its expense, maintain the
Improvements and correct all deficiencies therein as directed by the Town. At the conclusion of
such two(2) year period, the Town shall issue a"Final Acceptance" letter if the Improvements
conform to the Town's specifications and standards, or shall issue a letter stating the corrections
necessary for the issuance of such a"Final Acceptance" letter. The District shall promptly
undertake any necessary corrections. A"Final Acceptance Closing"shall then be arranged and
held(such closing in no event to occur more than 120 days after the issuance of the"Final
Acceptance" letter), at which time the Town will issue a"Final Acceptance"for the
Improvements to be accepted by it,and the District will execute and deliver to the Town all
necessary instruments to dedicate and convey to the Town the Improvements, and all necessary
rights-of-way, fee interests and easements.
D. Ownership and Operation of Facilities by the District
The District shall serve as a"financing only"District and shall not be authorized
to own or operate any Improvements,other than as necessary to permit the financing and
construction thereof,except through approval by the Town by resolution or through a Town-
approved amendment to this Service Plan. Notwithstanding the foregoing,the Town may agree
or require that specific landscaping improvements, subdivision signage, open space/park tracts, a
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raw-water irrigation system or certain other Improvements be retained by the District and
operated and maintained by the District. Town consent to any such District ownership or
operation shall be evidenced by a written resolution and agreement by and with the Board of
Trustees. In such event, the District may contract with a homeowners' association for the
operation and maintenance of such improvements. Any contract with the homeowners'
association must be approved by the Town in advance, and the Town may require assurances that
the homeowners' association accepts the operation and maintenance obligations and has the
financial ability to undertake such obligations. In addition,upon request by the Town,the
District will dedicate and convey to the Town or its designee, any Improvements which the
District is otherwise obligated to operate and maintain, so that the Town or its designee may
operate and maintain such Improvements.
E. Acquisition of Land for Public Improvements
The District shall acquire at no cost to the Town all lands or interests in land
required by the Town for construction of the Improvements. Such land or interests in land may
be acquired by the District by instruments of conveyance and/or plat dedication. All such land
and interests in land shall be conveyed to the Town or its designee at no cost to the Town at such
times and by such instruments of conveyance as the Town may reasonably require(but in no
event shall such conveyances be made later than the"Final Acceptance Closing"described in
Article II.C. above), free and clear of all liens and encumbrances, except those which are
acceptable to the Town. Exceptions must be approved by the Town in advance and in writing.
Failure to comply with this provision shall be deemed to be an unauthorized material
modification of this Service Plan.
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F. Services to be Provided by other Governmental Entities
The District proposes to finance,construct, and install the Improvements,but is
not authorized to and will not provide any ongoing services within the District, with the limited
potential exception of ongoing ownership, maintenance and operation of specific landscaping
improvements, subdivision signage, open space/park tracts, or certain other improvements at the
Town's election, as provided herein. The District shall cooperate with the Town and the
Recreation District to incorporate the District into the Recreation District and to obtain a
resolution from the Recreation District consenting to the overlapping boundaries for financing
purposes only. Except as may be allowed by the Town as provided above, the District shall not
provide ongoing park and recreation services. Sewer services shall be provided by Tri-Area
Sanitation. Nothing herein shall limit or discharge the District's responsibilities for operation,
maintenance and repair of public improvements prior to their acceptance by the Town and
conveyance to the Town or its designee, or limit or discharge the District's warranty obligations.
G. Integration
The Improvements shall be constructed so as to be integrated with existing and
planned facilities and improvements of the Town and other entities providing service to the
Development. The District shall obtain from such other serving entities approval of the proposed
plans for the Improvements. The District shall provide the Town with copies of any submittals
to such entities at the time of their submittal, and with copies of any approvals from such entities
upon receipt.
III. PURPOSE
The District will finance the construction of the Improvements for the Development and
certain regional public improvements. The District's financing of the Improvements and certain
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regional public improvements will benefit the residents of the Development and the Town's
residents because such financing will assist in the completion of regional improvements serving
the constituents of both the Town and the Development.
IV. DESCRIPTION OF PROPOSED FACILITIES AND ESTIMATED COSTS
A. Type of Improvements and Preliminary Engineering Estimates
A general description of the Improvements, including estimated costs of the
Improvements and water rights acquisition are set forth in Exhibit C attached hereto. Exhibits
D through G include facility maps and preliminary drawings for the Improvements. As set forth
in Exhibit C,the estimated cost of the Improvements exceeds the amount of debt anticipated to
be issued in accordance with the Financial Plan. To the extent that the costs of the
Improvements cannot be financed with bond proceeds,the Developer shall be required to pay
such costs, as set forth in Article V. The Town is not responsible for assuming any of the costs
of any Improvements necessary for service to the proposed Development.
B. Regional Improvements/Intergovernmental Agreements
1. Regional Improvements. Subject to the requirements of Article XII of this
Service Plan,the District may participate in intergovernmental agreements with other
governmental entities,including,but not limited to,the Town,Central Weld,Tri-Area
Sanitation,the Recreation District,other special districts or adjacent property owners to share the
costs of regional improvements or recoup advanced costs for regional improvements benefiting
others, provided that any such regional improvements are included in the Improvements or are
otherwise authorized pursuant to an agreement with the Town. Except for the Town IGA, all
intergovernmental agreements are subject to additional Town approval as provided in Article XII
hereof.
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2. Intergovernmental Cost Sharing and Recovery Agreement. The Districts
shall also enter into an Intergovernmental Cost Sharing and Recovery Agreement(the"District
IGA"),which shall govern the relationships between and among the three districts with respect
to the fmancing and construction of Improvements which are regional improvements. In the
District IGA,the Districts acknowledge that the Improvements include regional improvements
that will benefit some or all of the Districts, and that development within the Districts is not
expected to proceed at the same time. Therefore, the District IGA establishes a mechanism
whereby the Districts may cooperatively fund, construct and install certain of the Improvements
which are regional improvements. A draft of the District IGA is set forth in Exhibit P; the final
form of the District IGA shall be subject to review and approval by the Town prior to execution
by the Districts. The fully executed District IGA shall be provided to the Town upon execution.
It is anticipated that the District will receive cost-sharing contributions from the other Districts in
the amount of Zero Dollars($-0-),as set forth in the Financial Plan(defined below).
3. Voter Authorization. To the extent necessary to comply with statutory
and/or Constitutional requirements for approval of debt or long-term financial obligations,the
terms of the aforementioned intergovernmental agreements and any other intergovernmental
agreement deemed necessary to effectuate the long-term plans of the District will be submitted to
the electors of the District for approval. The District shall have the authority to obtain the
required voter authorization in order to exercise its rights and obligations under such agreements
but may not enter into the agreements without prior written approval of the Town.
C. Limitation on Eminent Domain
The District shall not exercise any power of dominant eminent domain against the
Town, and shall not exercise any power of eminent domain without the prior written consent of
t00025573.DOC v:4} 17
the Town with the sole exception that the District shall have the authority to exercise the power
of eminent domain(but not against the Town) for the sole purpose of acquiring interests in real
estate (excluding water rights)to secure the delivery of non-potable water to the Development if
the Town authorizes the use of a non-potable raw water irrigation system for the Development.
The exercise of the power of eminent domain by the District without the prior written consent of
the Town, other than as permitted by the immediately preceding sentence, shall be considered an
unauthorized material modification of this Service Plan.
V. FINANCIAL PLAN
A. Introduction/General
This Article V, together with Exhibit H attached to and incorporated in this
Service Plan, constitutes the financial plan for the District required by Section 32-1-202(2)(b),
C.R.S. (the"Financial Plan"). The Financial Plan describes the nature,basis,method of funding,
limitations on debt and mill levy limitations associated with the District's public improvements
program and other activities. For purposes of this Service Plan,the terms"debt"and
"indebtedness"include all borrowings or other financial obligations of the District, regardless of
form, type,terms or security(excluding District construction contracts for which funds have
been appropriated and excluding unsecured payment obligations incurred in the ordinary course
of business which do not constitute borrowing and which are to be paid from current revenues
within the same budget year in which incurred). All District financial obligations,whether
"debt"or"indebtedness"or not,must be consistent with this Service Plan.
Exhibit H contains a Summary of Significant Assumptions and Accounting
Policies along with a financing scenario associated with variable rate/rated financing
("Alternative A"; see V.B(2)(a)"Secured and Unrated Non-Developer Bonds"below). The
(0002ssn.DOC v:4) 18
financing scenario includes all proposed debt and estimated interest rates and discounts,
estimated costs of the District's administration and the District's limited operations and
maintenance activities, and other major expenses related to the organization and activities of the
District. Anticipated payments from other Districts as required by the District IGA are also
reflected in Exhibit H. Exhibit H also contains matrix and timeline presentations summarizing
key financial information and assumptions,proposed financing alternatives and financial
relationships for all of the three proposed Districts. The Financial Plan projects the issuance of
debt and anticipated repayment based on the development assumptions for the Property
(including the market projections and absorption forecasts included in Exhibit H). Letters from
the Developer and from THK and Associates in support of these assumptions,projections and
forecasts are also contained in Exhibits H and L.
The following are the selected key assumptions and projections for the District, as
further set forth in Exhibit H. Actual results will vary based upon timing of development.
• From approximately 2004 through 2008,the Improvements will be constructed at
a total estimated cost of Two Million Seven Hundred Fifty-Two Thousand Four Hundred
Seventy Dollars ($2,752,470). In 2006 the Developer will make advances to the District totaling
approximately Four Million Six Hundred Ninety-Five Thousand Three Hundred Ninety-Four
Dollars($4,695,394), as well as approximately One Hundred Ninety Thousand Two Hundred
Seventy-Nine Dollars ($190,279) for initial costs of District administration and limited
operations and maintenance activities, in exchange for the issuance of Developer Bonds(as
defined and further described in V.B(1)below). The Developer will contribute approximately
Five Million Two Hundred Fifty-Seven Thousand Four Hundred Thirty-Four Dollars
{00025573.Doc v:4} 19
($5,257,434),which contribution is not expected to be repaid by the District("Developer
Contribution").
• From approximately 2010 through 2011, a total of approximately four hundred
ninety-two thousand four hundred forty six (492,446) square feet of commercial development
will be constructed in the District. Full buildout is expected to occur by 2011, with market
absorption of substantially all square footage projected by 2011. Current assessed valuation of
the Property is assumed to be$-0-; assessed valuation for the Property at full buildout is
expected to be approximately Sixteen Million Five Hundred Fifty-Five Thousand Seven
Hundred Twenty-Nine Dollars($16,555,729), and the District is expected to receive property tax
revenue based on such estimated full buildout assessed valuation beginning in 2013.
• The District is expected to issue two(2) series of Non-Developer Bonds (as
defined and further described in V.B(2)below),in 2006 and 2009. Kirkpatrick Pettis Smith
Polian, Inc. ("Kirkpatrick Pettis"),the District's Financial Advisor/Underwriter,has estimated
the District's debt capacity for such Non-Developer Bonds (i.e.,the maximum amount of Non-
Developer Bonds that such firm expects to be willing to market and underwrite consistent with
reasonably prudent underwriting practices)as follows: There is capacity for an estimated total
principal amount of Nine Million Three Hundred Seventy-Five Thousand Dollars($9,375,000)
of Non-Developer Bonds,projected to yield net proceeds (after deduction of capitalized interest,
reserve funds, and issuance and other incidental costs as set forth in Exhibit H under Note 3 -
Bond Assumptions)of Six Million Eight Hundred Sixty-One Thousand Thirty-Three Dollars
($6,861,033). Approximately Four Million Three Hundred Eighty-Five Thousand One Hundred
Dollars($4,385,100)of the proceeds of Non-Developer Bonds will be applied toward repayment
of Developer Bonds (Three Million One Hundred Sixty-Five Thousand Six Hundred Fifty
{00025573.DOC v:4} 20
Dollars ($3,165,650) in Developer Bond principal, and One Million Two Hundred Nineteen
Thousand Four Hundred Fifty Dollars ($1,219,450) accrued interest thereon),with
approximately One Million Five Hundred Twenty-Nine Thousand Seven Hundred Forty-Four
Dollars($1,529,744)principal amount of Developer Bonds remaining outstanding after all Non-
Developer Bonds have been issued.
• The estimated cost of the Improvements includes approximately Zero Dollars
($-0-) in regional infrastructure costs for which the District will be entitled to cost-sharing
payments from the other Districts pursuant to the District IGA.
The Financial Plan demonstrates that, at the projected level and timing of
development, and with the projected Developer support, the proposed District has the ability to
finance the Improvements and will be capable of discharging the proposed indebtedness
(including the Developer Bonds and Non-Developer Bonds)on a reasonable basis.
B. Debt Issuance
The District is authorized to incur only the following types of debt: (i) Developer
Bonds, as further defined and described below in V.B(1); and(ii)Non-Developer Bonds(which
may include Refunding Bonds), all as further defined and described below in V.B(2). The
District may not incur any other type of debt(including without limitation revenue bonds or
lease-purchase financing)without obtaining the Town's approval of an amendment to this
Service Plan,which shall be considered a material modification hereof. Notwithstanding any
other provision of this Service Plan,the District shall not incur any debt until the Town has
approved the first final plat for the Development.
1. Issuance of Developer Bonds. "Developer Bonds"means obligations
issued by the District to the Developer or to a principal thereof or to affiliates under the majority
(00025573.DOC v:4} 21
control of the Developer,provided that Developer Bonds may not be issued in a public offering
and may be issued only to persons or entities who are accredited investors at the time of such
issuance. The term"accredited investor"as used in this Service Plan means accredited investor
as defined under sections 3(b)and(4)(2) of the federal"Securities Act of 1933"by regulation
adopted thereunder by the Securities and Exchange Commission. The District will obtain
representations from all persons or entities to whom Developer Bonds are issued or transferred
(i.e., the Developer, its principals and controlled affiliates, as the case may be)that they are, at
the time of such issuance or transfer, accredited investors. The appropriate documentation for
any Developer Bonds (including,without limitation,the legend set forth in V.B(1)(f)below)
shall provide that,by purchasing or otherwise accepting any Developer Bond, any owner or
holder thereof waives and releases any then existing or future claim against the Town or the
Town's elected or appointed officers, employees, agents or contractors in any manner related to
or connected with the District, its Service Plan or any action or omission with respect thereto.
It is expected that the District will receive initial funding from the Developer
(both for costs of capital improvements and for costs of administration and limited operations
and maintenance activities), and that the District will issue Developer Bonds to evidence the
District's obligations to repay a portion of such costs(excluding the Developer Contribution,
which is not expected to be repaid). The Developer and any such principals and controlled
affiliates solely assume the risk of nonpayment or other default on the Developer Bonds,
including, without limitation, delay, inability or failure of the District to sell or issue Non-
- Developer Bonds; any amounts incurred with respect to Developer Bonds which are not paid
(including,without limitation, amounts discharged as provided in V.B(1)(e) below)will be
treated as part of the Developer Contribution. The District and the Developer shall comply, and
(00025573.DOC v:41 22
the Developer shall take all action necessary to cause its principals and controlled affiliates to
comply,with all limitations, restrictions and requirements applicable to Developer Bonds.
Developer Bonds are expected to be repaid in part(approximately Three Million
One Hundred Sixty-Five Thousand Six Hundred Fifty Dollars ($3,165,650))principal plus One
Million Two Hundred Nineteen Thousand Four Hundred Fifty Dollars ($1,219,450) interest)
from proceeds of Non-Developer Bonds; principal of and interest on the remaining Developer
Bonds are expected to be paid from ad valorem property taxes, specific ownership taxes,Facility
Fees and investment income. Developer Bonds shall be subject to all of the restrictions and
limitations set forth below under V.C. and D., and will also be subject to the following
restrictions and limitations:
(a) Maximum principal amount; no discount. The aggregate principal
amount of Developer Bonds that may be issued by the District throughout the District's existence
and regardless of subsequent payments or discharges shall be limited to a total of Five Million
Two Hundred Thousand Dollars($5,200,000). The principal amount of Developer Bonds issued
(but not Developer Bond interest),together with any other payments to the Developer by the
District, shall not exceed the amount of costs advanced by the Developer, and no discount or
commission shall be paid or taken with respect to Developer Bonds.
(b) Term. Developer Bonds shall be limited to a thirty(30) year term.
(c) Interest Rate. The interest on Developer Bonds shall be subject to
a maximum allowable interest rate of three hundred(300)basis points above the thirty(30) year
`AAA' Municipal Market Data rate in effect at the time such Developer Bonds are incurred.
(d) Subordination. All Developer Bonds shall be subordinate to all
Non-Developer Bonds,with respect to all sources of repayment. Payments on Developer Bonds
(00025573.DOC v:4) 23
may be made by the District only to the extent that such payments do not adversely affect the
District's ability to pay Non-Developer Bonds.
(e) Discharge. Any outstanding principal and accrued interest on
Developer Bonds that remains unpaid after the final maturity date of such Developer Bond shall
be deemed to be forever discharged and satisfied in full, and shall be treated as a Developer
Contribution.
(f) Transferability. Developer Bonds may be issued only as physical
securities and shall not utilize The Depository Trust Corporation or any similar securities
depository. Developer Bonds may be transferred to persons or entities other than the Developer,
its principals and controlled affiliates,only if the requirements for the issuance of Non-
Developer Bonds set forth under V.B(2) below have been met with respect to such Developer
Bonds. Unless and until such requirements have been met,no Developer bonds shall be
transferred, assigned or participated to any persons or entities other than the Developer, its
principals and controlled affiliates,nor used as security for any borrowing, and the face of the
Developer Bonds shall contain a restriction on transferability in substantially the following form:
THIS BOND MAY ONLY BE TRANSFERRED IN A
TRANSACTION NOT INVOLVING A PUBLIC OFFERING
AND ONLY TO SPECIFIED ENTITIES WHICH ARE
ACCREDITED INVESTORS,AND EACH PROSPECTIVE
PURCHASER OF THIS BOND MUST EXECUTE ONE OF THE
FORMS OF"TRAVELING INVESTOR LETTER" WHICH ARE
ATTACHED TO THIS BOND, BY WHICH,AMONG OTHER
- THINGS, SUCH PERSON OR ENTITY REPRESENTS AND
WARRANTS THAT IT IS SUCH AN ENTITY AND THAT H'IS
AN ACCREDITED INVESTOR. BY PURCHASING OR
OTHERWISE ACCEPTING THIS BOND, THE OWNER OR
HOLDER HEREOF WAIVES AND RELEASES ANY THEN
EXISTING OR FUTURE CLAIM AGAINST THE TOWN OF
FIRESTONE,COLORADO OR THE TOWN'S ELECTED OR
APPOINTED OFFICERS, EMPLOYEES, AGENTS OR
CONTRACTORS IN ANY MANNER RELATED TO OR
(00025573.DOC v:4) 24
CONNECTED WITH THE DISTRICT OR ITS SERVICE PLAN
OR ANY ACTION OR OMISSION WITH RESPECT THERETO.
2. Issuance of Non-Developer Bonds. "Non-Developer Bonds"means debt
which is permitted under this Service Plan to be issued by the District to third parties(i.e.,
without complying with the ownership and transferability restrictions set forth in V.B(l)
hereof). All Non-Developer Bonds will be general obligation bonds(subject to the Limited Debt
Service Mill Levy provisions of V.D.below),secured by ad valorem property taxes and
additionally secured by Facility Fees and specific ownership taxes. As set forth in Exhibit It it
is expected that the District will issue two (2) series of Non-Developer Bonds, in years 2006 and
2009, in the aggregate principal amount of Nine Million Three Hundred Seventy-Five Thousand
Dollars($9,375,000). At the time of issuance of the second series of Non-Developer Bonds,
proceeds of such Non-Developer Bonds must be applied to pay outstanding Developer Bond
principal and interest in an amount such that no more than One Million Six Hundred Thousand
Dollars($1,600,000) in Developer Bond principal remains outstanding.
(a) Secured and Unrated Non-Developer Bonds. "Secured Bonds"
means Non-Developer Bonds which are either(i)rated in one of the four highest investment
grade rating categories by one or more nationally recognized organizations which regularly rate
such obligations(which rating may be based on credit enhancement, including insurance issued
by an insurance company authorized to do business as an insurance company in Colorado and
authorized for such risk by the appropriate Colorado regulatory agency or official); or(ii) are
fully secured as to the payment of all principal and interest by a letter of credit, line or credit or
other credit enhancement, any of which must be irrevocable and unconditional, issued by a
depository institution(A)with a net worth of not less than ten million dollars in excess of the
obligation created by the issuance of the letter of credit, line of credit,or other credit
{00025573.DOC v:4} 25
enhancement; (B)with the minimum regulatory capital as defined by the primary regulator of
such depository institution to meet such obligation; and(C)where the obligation does not exceed
ten percent of the total capital and surplus of the depository institution,as those terms are defined
by the primary regulator of such depository institution. Any District payment obligations to any
letter of credit provider, insurer or other credit enhancer must comply with all Service Plan
restrictions applicable to the corresponding Secured Bonds. No development threshold test
applies to the issuance of Secured Bonds.
Non-Developer Bonds which are not Secured Bonds are referred to in this
Service Plan as"Unrated Non-Developer Bonds."
(b) Development Threshold for Unrated Non-Developer Bonds. The
District may issue Unrated Non-Developer Bonds only when builder activity has commenced
within the District, demonstrated as follows: The District may issue up to $38.08 in Unrated
Non-Developer Bonds principal for every square foot for which a building permit has been
issued by the Town for commercial development within the District("Development Threshold");
provided that the following additional criteria are also satisfied: (i)all public improvements
required to serve the square footage for which such building permits have been issued have been
completed and initially accepted by the Town in accordance with the Town subdivision
requirements and subdivision agreement; and(ii)the Unrated Non-Developer Bonds are issued
in denominations of One Hundred Thousand Dollars ($100,000)or more, and shall be issued not
in a public offering and exclusively to financial institutions or institutional investors, as such
terms are defined in Section 32-1-103(6.5), C.R.S. As set forth in Exhibit J herein, the District's
Financial Advisor has indicated that, in the process of underwriting bonds for a non-rated
commercial metropolitan district, one key criteria is the level of building or commercial
(00025573.DOC v:4) 26
construction activity. Methods of evaluating such activity include: contracts for sale of land in
the District to builders,closing of land in the District to builders, leasing activity, building
permits and certificates of occupancy. Accordingly, this Service Plan includes a"Development
Threshold" for issuance of non-rated debt based on building permits in the Districts.
(c) Other Restrictions on Non-Developer Bonds. All Non-Developer
Bonds(both Secured Bonds and Unrated Non-Developer Bonds) shall be subject to all of the
restrictions and limitations set forth below under V.C. In addition,the following requirements,
conditions, restrictions and limitations shall apply with respect to all Non-Developer Bonds (both
Unrated Non-Developer Bonds and Secured Bonds), with only those exceptions specifically
stated below:
(i) Maximum Principal Amount. The aggregate principal
amount of Non-Developer Bonds that may be issued by the District,excluding Refunding Bonds
to the extent provided in(v)below, throughout the District's existence and regardless of
subsequent payments or discharges, shall be limited to a total of Ten Million Four Hundred
Thousand Dollars($10,400,000). This maximum principal amount exceeds the principal
amounts assumed in Exhibit H in order to allow for increased in costs due to inflation or other
contingencies in excess of amounts described in the District's cost estimates.
(ii) Term. Non-Developer bonds shall be limited to a thirty
(30) year term.
(iii) Interest Rate. The maximum net effective interest rate on
Non-Developer Bonds shall be three hundred(300)basis points above the thirty(30)year'AAA'
Municipal Market Data rate in effect at the time such Unrated Non-Developer Bonds are issued;
except that(a) for Secured Bonds issued at a variable interest rate for interest periods longer than
(00025573.DOC v:4} 27
weekly, the maximum net effective interest rate shall be twelve percent(12%)per annum; and
(b) for Secured Bonds issued at a variable interest rate for weekly or shorter interest periods,the
maximum net effective interest rate shall be eighteen percent(18%)per annum. For all Non-
Developer Bonds,the maximum discount shall be four percent(4%)per annum.
(iv) Trustee. All Non-Developer Bonds shall be structured
utilizing a commercial bank with trust powers as trustee to hold and disburse the bond proceeds
and debt service funds and to pursue remedies on behalf of the bondholders.
(v) Refunding Bonds. The District may refund its Non-
Developer Bonds through the issuance of general obligation refunding bonds ("Refunding
Bonds") in compliance with applicable law,but any such refunding shall not extend the maturity
of the Non-Developer Bonds being refunded nor increase the total debt service thereon. Any
issue of Refunding Bonds must comply with all requirements for Unrated Non-Developer Bonds
as set forth in V.B(2)(b) and(c) above, unless such Refunding Bonds are Secured Bonds as
provided in V.B(2)(a) above. Refunding Bonds shall not be subject to the maximum principal
amount stated in V.B(2)(c)(i) above,provided that such Refunding Bonds demonstrate net
present value debt service savings;but if such Refunding Bonds do not demonstrate net present
value debt service savings, any increase in principal amount of the Refunding Bonds over the
Non-Developer Bonds being refunded shall be subject to the maximum principal amount stated
in V.B(2)(c)(i) above. Except to the extent otherwise provided in the immediately preceding
sentence, Refunding Bonds shall be subject to all of the restrictions and limitations applicable to
Y other Non-Developer Bonds(including,without limitation,those set forth below under V.C. and
D.). Non-Developer Bonds issued to immediately pay and discharge Developer Bonds,as
(00025573.DOC v:4) 28
1.
contemplated by V.B(1) and Exhibit H, are not Refunding Bonds within the meaning of this
paragraph(v).
(vi) Required certification as to Saddleback Park. At least
ninety(90) days,but not more than one hundred twenty(120)days, prior to the issuance of any
issue of Non-Developer Bonds(including Refunding Bonds),the District shall obtain a written
certification from the Town that there is substantial compliance with the Phasing Plan for
construction of the Saddleback Park Improvements or the District is otherwise in compliance
with its obligations in Section 10 of the Town IGA. Non-Developer Bonds shall not be issued if
the aforementioned certification is not obtained.
3. Cost-Sharing Obligations. As set forth in IV.B(2) herein, the District shall
enter into the District IGA pursuant to which the District shall be required to make payment to
Hills Nos. 1 and 2 for its share of the cost of improvements to be constructed by the other
Districts that benefit the District,which payments are estimated as set forth in Exhibit H.
4. Financial Estimates. Actual interest rates and(where applicable)
discounts, for all Developer Bonds and Non-Developer Bonds(i.e., for all debt of the District),
within the applicable maximum amounts stated in V.B(1)and(2) above,will be determined
when such debt is entered into by the District and will reflect market conditions at the time of
sale. Estimated interest rates and discounts used in Exhibit H are based on information
furnished by Kirkpatrick Pettis as Financial Advisor/Underwriter to the District. In the event
that any District debt is issued at an interest rate higher than the estimated rates used in Exhibit
H, the principal amount of District debt will be reduced so as to result in total debt service
payments approximately equal to those projected in Exhibit H, and so that the District's total
debt service can be paid from the revenue sources contemplated in this Service Plan. My
{00025573.DOC v:4} 29
principal amount of District debt in excess of the principal amounts shown in Exhibit H will be
issued(subject to the maximum principal amount limits stated in VB(1)and(2) above)only if
changes in financial conditions or assumptions permit the resulting total debt service to be paid
from the revenue sources contemplated in this Service Plan. If actual increases in District
assessed valuation are less than the projected increases for those factors as shown in Exhibit H,
it is expected that the District would compensate by increasing its mill levy(subject to the
Limited Debt Service Mill Levy) or delaying the issuance of debt. It is expected that any such
increase in the projected debt service mill levy to compensate for decreased inflation and
revaluation factors would not exceed approximately five(5) additional mills.
C. Other Restrictions, Limitations and Requirements. The following restrictions,
limitations and requirements shall apply to all Developer Bonds and Non-Developer Bonds (i.e.,
to all debt or indebtedness of the District).
1. No acceleration. No debt issued by the District,and no District payment
obligations to any letter of credit provider, insurer or other credit enhancer, shall provide
acceleration as a remedy upon default.
2. Authorized Security for Debt. Other than ad valorem property taxes,
specific ownership taxes, Facilities Fees(defined herein), amounts capitalized from bond
proceeds, and investment income on the foregoing, no District revenues shall be pledged to any
debt of the District. The District will not pledge any Town funds or assets as security for any
District debt.
3. Limited Mill Levy and Principal Amount Limits. All District debt is
subject to the Limited Debt Service Mill Levy provisions of V.D. below. All District debt is
subject to the respective maximum principal amount limits set forth in V.B(I)(a)(Developer
(00025573.DOC v:4} 30
Bonds) and V.B(2)(c)(i) (Non-Developer Bonds)(except to the extent otherwise provided in
V.B(2)(c)(v)concerning Refunding Bonds). No District debt shall be issued as capital
appreciation bonds or utilizing any financial structure which would interfere with the
effectiveness of any such maximum principal amount limits.
4. Transfers and Exchanges. As to all District debt instruments, the District
shall provide for and shall utilize mechanisms and procedures for transfers and exchanges which
are reasonably designed to insure continuing compliance with applicable institutional investor,
accredited investor and minimum denomination requirements.
5. Compliance with law,opinions. All debt issued or incurred by the District
shall be in full compliance with all applicable requirements of state and federal law, including,
without limitation, Section 32-1-1101(6), C.R.S., and Article 59 of Title 11, C.R.S.,as amended
from time to time, and all other applicable state and federal securities laws and regulations. All
Non-Developer Debt issued or incurred by the District shall be approved by nationally
recognized bond counsel. In addition,concurrently with any issuance of debt or indebtedness by
the District, an opinion shall be obtained from bond counsel or counsel to the District that such
issuance or incurrence of debt by the District complies, in all material respects,with all
applicable requirements of this Service Plan and the Town IGA.
D. Debt Service and Administrative Mill Levies. "Limited Debt Service Mill Levy"
means that the ad valorem property tax mill levy pledged or otherwise applied for repayment of
all District debt(including any required debt service reserve payments) shall not exceed a total of
fifty(50)mills, subject to the following:
1. In the event of changes in the ratio of actual valuation to assessed
valuation for residential and commercial real property(from 7.96%or 29%,respectively),
(00025573.DOC v:4} 31
pursuant to Article X, Section 3(1)(b)of the Colorado Constitution and legislation implementing
such constitutional provision,the Limited Debt Service Mill Levy will be increased or decreased
(as to all taxable real property in the District, including both residential and commercial real
property) to reflect such changes so that, to the extent possible, the actual tax revenues generated
by the mill levy, as adjusted, are neither diminished nor enhanced as a result of such changes
("Adjustment").
2. The District's ad valorem property tax mill levy for costs of the District's
administration and its limited operations and maintenance activities ("Administrative Mill
Levy") shall not be subject to the Limited Debt Service Mill Levy but shall be separately limited
to a total of three(3.0) mills, subject to Adjustment in the same manner provided in paragraph
(1) above. The District's authority to impose an Administrative Mill Levy shall terminate upon
dissolution of the District.
The mill levy limitations described above in this V.D. shall be enforceable limits
on all District mill levies,subject only to Adjustments as expressly provided for herein. The
District will also comply with all applicable statutory and constitutional limitations, restrictions
and requirements applicable to its ad valorem property tax powers,as well as all limitations,
restrictions and requirements contained in its voted authorizations.
E. Costs of District Administration and Operations
Costs of the District's administration and its limited operations and maintenance
activities are estimated as shown on Exhibit H. The first year's operating budget(2004)is
estimated to be Twenty Thousand Dollars($20,000). It is anticipated that the District will
impose an operations and maintenance mill levy as set forth in Exhibit H. Exhibit H projects
that, starting in 2012, the District will have sufficient revenue to pay for the ongoing
(00025573.DOC r:4( 32
administration and limited operations and maintenance activities of the District, as well as all
required debt service payments. Prior to that time,the Developer will advance or contribute
funds to the District. To the extent such advances are to be repaid to the Developer by the
District, they may be evidenced by Developer Bonds as provided in V.B(1)above to be repaid
from the Limited Debt Service Mill Levy.
The District's ad valorem property tax mill levy for costs of the District's
administration and its limited operations and maintenance activities shall be in addition to the
District's debt service mill levy.
F. District Revenue Sources
The District will impose ad valorem property tax mill levies(limited as set forth
in V.D. above) on all taxable property in the District as the primary source of revenue for
repayment of debt service and for costs of the District's administration and its limited operations
and maintenance activities. Although the mill levies imposed may vary depending on the
phasing of development and construction of facilities anticipated to be funded,it is estimated that
a total District mill levy of approximately forty(40)mills(subject to Adjustment)will produce
revenue sufficient to support all debt service and administration,operations and maintenance
expenses throughout the repayment period. The District also expects to receive its share of
specific ownership taxes from the County,which are expected to serve as an additional source of
revenue for the District.
It is anticipated that a development fee of$1.00 per square foot for commercial
development will be imposed("Facility Fee"). The District may only increase the Facility Fee
by 2%per year. All revenues received from the Facility Fee are expected to be pledged for the
repayment of principal and interest on Non-Developer Bonds. Once any Non-Developer Bonds
(00025573.DOC v:4) 33
have been issued, Facility Fees shall be applied only to payment of debt service on such Non-
Developer Bonds.
The District may not impose any tax other than ad valorem property taxes(limited
as provided in V.D. above), and may not impose any fees or charges other than the Facility Fee,
without obtaining the Town's approval of an amendment to this Service Plan,which shall be
considered a material modification hereof.
The District also expects to receive revenue from investment income and cost-
sharing payments as set forth in Exhibit H.
The Town shall have no collection,administration or other obligations or
responsibilities with respect to any revenues of the District. Payments to the District shall not
limit,reduce, affect, impair or discharge any taxes or fees to be paid to the Town or other
governmental entities serving the Property.
G. Revenue-Sharing Payments to Town for Public Improvements
1. Except as otherwise expressly provided in Section V.G.2 below,the
District will pay to the Town for deposit into the Town's capital improvements fund twenty-three
percent(23%)of the District's total net bond proceeds derived from the issuance of Non-
Developer Bonds. Such amounts shall be paid to the Town immediately upon issuance and
delivery of each such series of Non-Developer Bonds which,according to Exhibit H,is
anticipated to occur in 2006 and 2009. The funds so paid to the Town may be used by the Town
to finance any street,park or recreation capital improvement,or other capital improvement
(either within or outside the boundaries of the District),which improvements the District would
otherwise be empowered to construct, i.e.,streets, street lighting,traffic safety controls,water,
sanitary sewer, landscaping, storm drainage or park and recreation improvements and facilities,
(00025573.DOC v:4) 34
any of which improvement shall be of benefit to the Town and District as determined by the
Board of Trustees.
2. By approving this Service Plan and executing the Town IGA, the Town
expressly agrees that if the Developer and/or the Districts fund the construction of or construct
the Saddleback Park Improvements in accordance with the Phasing Plan, Concept Plan and other
applicable provisions of the Park Agreement, Town IGA and this Service Plan,then the Certified
Construction Costs(as defined below)related to construction of the Saddleback Park
Improvements shall be applied as a credit toward the Districts' satisfaction of the revenue
sharing obligations as set forth herein and in the Town IGA, and the provision set forth above
regarding revenue-sharing amounts being paid to the Town upon issuance and delivery of each
series of Non-Developer Bonds shall be inapplicable to the extent of such credit.
At least sixty(60)days prior to the District's issuance of any Non-Developer
Bonds, the Districts shall provide the Town with documentation regarding the total costs
incurred by the Developer and/or the Districts for construction of the Saddleback Park
Improvements, including but not limited to architecture and design,engineering, legal fees,
construction management fees,permit fees, surveying expenses, and labor and materials
construction costs ("Certified Construction Costs"). Such documentation shall include an
independent engineer's certification of the construction costs and the District's certification that
such documents and costs incurred are true and accurate. The Certified Construction Costs shall
exclude costs for construction of any local or collector streets abutting Saddleback Park
(currently denoted as Saddleback Circle and Garland Street on the Concept Plan). The Certified
Construction Costs may include utility costs only for those utilities that directly serve
Saddleback Park. In the event that the Certified Construction Costs are equal to or exceed 23%
(00025573.DOC v:4} 35
of the aggregate net proceeds (after deduction of reasonable amounts for capitalized interest,
reserve funds and issuance costs)of the Districts' Non-Developer Bonds previously issued and
to be issued as certified by the Districts' Financial Advisor("Aggregate Net Non-Developer
Proceeds"), the Districts shall be deemed to be in full compliance with the above-described
Town regional improvements revenue sharing obligation and the Town shall not be entitled nor
shall it seek additional participation from the Districts for regional improvements pursuant to
such obligation unless otherwise provided by mutual written agreement among the Districts and
the Town. In no event shall the calculation of Aggregate Net Non-Developer Proceeds include
Developer Bonds or Refunding Bonds. Alternatively, in the event that the Certified Construction
Costs are less than 23%of the Aggregate Net Non-Developer Proceeds,then, as provided in the
Town IGA and this Service Plan,the District shall pay the Town an amount equal to the
difference between such 23%of Aggregate Net Non-Developer Proceeds and the Certified
Construction Costs from the proceeds of its first series of Non-Developer Bonds,or,if agreed by
the Town, from its first and second series of Non-Developer Bonds on a pro-rata basis.
Although the Developer and Districts anticipate that Non-Developer Bonds will
be issued to fund construction of Improvements or the acquisition of Improvements from the
Developer,they acknowledge the possibility that the Developer or a successor or assignee
thereof may elect to fully fund the Improvements and retain ownership of Developer Bonds for
more than five years thereby delaying the issuance of Non-Developer Bonds. In the event that
the Districts have not issued Non-Developer Bonds by the date that is one(1)year after
completion and the Town's conditional acceptance of the Saddleback Park Improvements, the
Districts acknowledge that the Developer is obligated pursuant to the Park Agreement to submit
the Certified Construction Costs to the Town and to pay the Town the amount, if any,resulting
(00025573.DOC v:4) 36
from deducting the Certified Construction Costs from 23%of the aggregate net proceeds of all
Developer Bonds issued by any of the Districts which shall be calculated by deducting the
reasonable issuance costs from the principal amount of all Developer Bonds issued by the
Districts, which net amount shall be certified to the Town by the Districts' Financial Advisor.
H. Economic Viability
Exhibit H illustrates the estimated income and expenses for the District over a
thirty-nine (39) year period assuming issuance of two(2)series of Non-Developer Bonds, each
maturing within a thirty(30) year period from the date of issuance. The analysis reflects a total
build-out period of two (2)years starting in 2010,and a total mill levy of forty(40)mills (subject
to Adjustment). It is also assumed that assessed valuation will be realized in the year after
construction and that tax collections will be realized in the second year after construction. The
District intends to capitalize interest on Non-Developer Bonds to permit payment of interest
during the time lapse between the issuance of Non-Developer Bonds and the collection of tax
levies from the construction of taxable properties. Interest income through the reinvestment of
— construction funds,capitalized interest, the Facility Fee, specific ownership taxes and annual tax
receipts will provide additional funds.
Town approvals are required and have not yet been obtained for the proposed
Development. The Developer acknowledges that Town development approvals and
requirements may affect the amount and timing of the development anticipated in this Service
Plan.
The Developer acknowledges and accepts the risk that, if all or a part of the Non-
Developer Bonds proposed to be issued by the District are not issued,because of changes in
(00025573.DOC v:4} 37
financial conditions or for any other reason,the Developer may not be paid or reimbursed for
advances made to the District.
These revenue sources are projected to be sufficient to retire all proposed District
debt assuming that development occurs as projected;otherwise, increases in the projected mill
levy(subject to the mill levy limit stated in V.D. hereof)may be necessary.
The Financial Plan contained in this Service Plan demonstrates the economic
viability of the District.
I. Quinquennial Review
Pursuant to Section 32-1-1101.5,C.R.S.,the District shall submit application for a
quinquennial finding of reasonable diligence in every fifth calendar year after the calendar year
in which the District's ballot issue to incur general obligation indebtedness was approved by its
electorate. Upon such application,the Board of Trustees may accept such application or hold a
public hearing thereon and take such actions as are permitted by law. The District shall be
responsible for payment of the Town's consultant and administrative costs associated with such
review, and the Town may require a deposit of the estimated costs thereof. The Town shall have
all powers concerning the quinquennial review as provided by statutes in effect from time to
time.
J. Letters
In addition to the letters from the Developer and from THK and Associates
contained in Exhibit H and Exhibit L,there is attached hereto as Exhibit J an underwriter's
letter stating its intention to underwrite the District's financial obligations as proposed in this
Financing Plan. There is attached hereto as Exhibit K a letter from legal counsel for the District
stating that the petition for organization of the District,this Service Plan, notice and hearing
(00025573.DOC v:4) 38
procedures in connection therewith, and provisions thereof(including, without limitation,
provisions as to the District's debt, fees and revenue sources)meet the requirements of Title 32,
C.R.S., and other applicable law. There is attached hereto as Exhibit S a letter from Bond
Counsel for the District(i)stating that provisions for payments to the Town are permissible
under currently applicable laws, and that the District is permitted by currently applicable laws to
make such payments to the Town as described in Article V.G.; and (ii) describing any significant
legal or tax requirements or restrictions that the Town will be expected to comply with in
connection with such payments,other than those requirements and restrictions set forth in
Section 11 of the form of Town IGA attached hereto as Exhibit O.
VI. LANDOWNERS' OBLIGATIONS AS TO PUBLIC IMPROVEMENTS
The creation of the District shall not relieve the Developer,or the landowner or any
subdivider of property within the District or Development,or any of their respective successors
or assigns, of obligations to: construct public improvements for the Development, including, but
not limited to, the Saddleback Park Improvements; enter into subdivision improvement
agreements regarding such improvements;provide to the Town letters of credit as required by
the Town to ensure the completion of all such public improvements;or any other obligations to
the Town under Town ordinances, rules, regulations or policies or under the annexation
agreement, as amended, subdivision improvement agreement,or other agreements affecting the
property within the District or the Development, or any other agreement between the Town and
the Developer(or any such landowner, subdivider or successors or assigns).
VII. ANNUAL REPORT
The District shall be responsible for submitting an annual report to the Town within one
hundred and twenty(120)days from the conclusion of the District's fiscal year. Failure of the
(00025573.OCC v:4) 39
District to submit such report shall not constitute an unauthorized material modification hereof
unless the District refuses to submit such report within thirty(30) days after a written request
from the Town to do so. The District's fiscal year shall end on December 31St of each year. The
content of the annual report shall include information as to the following matters which occurred
during the year:
A. Boundary changes made or proposed;
B. Intergovernmental Agreements entered into or proposed;
C. Changes or proposed changes in the District's policies;
D. Changes or proposed changes in the District's operations;
E. Any changes in the financial status of the District including any issuance of
financial obligations or change in revenue projections or operating costs;
F. A summary of any litigation and notices of claim involving the District;
G. Proposed plans for the year immediately following the year summarized in the
annual report;
H. Status of construction of Improvements, including but not limited to a detailed
report of the status of the Saddleback Park Improvements completed in the preceding year and
planned for the upcoming year and identification of which entity(District(s) or Developer)has
completed or will be completing such Improvements;
I. The current assessed valuation in the District; and
J. A schedule of all fees, charges and assessments imposed in the report year and
proposed to be imposed in the following year, and the revenues raised or proposed to be raised
therefrom.
(00025573.DOC v:4) 40
The foregoing list shall not be construed to excuse the requirement for prior written Town
approval of those matters that are considered material modifications of this Service Plan, or for
any other required Town approval. The annual report shall be signed by the President and
attested by the Secretary of the District. Along with the annual report, and at any more frequent
intervals as reasonably requested by the Town,the District shall provide to the Town a currently
dated and written certificate, signed by the President and Secretary of the District,certifying that
the District is in full compliance with this Service Plan and with the Town IGA. If the District is
not in full compliance with this Service Plan,the certificate shall include a detailed statement
describing such noncompliance,and the District shall cooperate fully with the Town in providing
further information as to, and promptly remedying, any such noncompliance. The Town reserves
the right, pursuant to Section 32-1-207(3)(c),C.R.S., to request reports from the District beyond
the mandatory statutory five(5)year reporting report. In addition to the foregoing,the District
shall cooperate with the Town by providing prompt responses to all reasonable requests by the
Town for information,and the District shall permit the Town to inspect the Improvements and all
books and records of the District.
VIII. DISSOLUTION
Promptly when all of the debt to be issued by the District as described in Article V hereof
has been paid or otherwise discharged(or when provision for payment thereof has been made
through establishment of an escrow as provided by Section 32-1-702(3)(b), C.R.S.), the District
will so notify the Town and will cooperate fully with the Town in taking all steps necessary
under then applicable law to dissolve the District(including,without limitation: formulating a
plan of dissolution; executing the District's consent to dissolve pursuant to Section 32-1-
704(3)(b), C.R.S.;making any necessary agreements as to continuation or transfer of
(00025573.DOC v:4) 41
maintenance and other services, if any, which are then being provided by the District; submitting
a petition for dissolution to the district court; and conducting any required dissolution election).
In addition,at any time after the District has issued all of its Non-Developer Bonds as
contemplated by the Financial Plan(excluding Refunding Bonds), upon the Town's request, the
District will cooperate fully with the Town to dissolve the District pursuant to a plan for
dissolution stating that there are financial obligations or outstanding bonds and specifically
providing that the special district will continue in existence(with the Town Board of Trustees
serving as the District Board if the Town so elects) to such extent as is necessary to adequately
provide for the payment of such financial obligations and outstanding bonds as provided in §§
32-1-702(3)(c) and 32-1-707(2)(c),C.R.S. Also, on or after December 31, 2011, if the District
has not issued any of its Non-Developer Bonds, the Town shall have the right to require the
District to dissolve in accordance with applicable law, and the District will cooperate fully with
the Town to dissolve the District.
To the maximum extent permitted by law,the above-stated agreements to cooperate in
dissolution of the District shall be binding on the undersigned Developer(constituting the owner
of one hundred percent(100%)of the land in the District) and shall also be binding on the
Developer's successors in title to any and all land in the District(including the nominees for the
initial Board of Directors set forth in Article IX hereof and succeeding directors who own land
within the District); such agreements shall obligate all such persons to cooperate fully with the
Town as described above, including,without limitation,the signing of the petitions, execution of
consents, and voting in favor of dissolution in any required election.
(00025573.DOC v:4} 42
IX. ELECTIONS
Following approval of this Service Plan by the Town, and after acceptance of the
organizational petition and issuance of orders from the district court, elections on the questions
of organizing the District and approving bonded indebtedness and various agreements described
herein will be scheduled. All elections will be conducted as provided in the Court order, the
Uniform Election Code of 1992, as amended from time to time, and the TABOR Amendment,
and the initial District election is currently planned for November 2, 2004, but may be held on
any legally permitted date. The initial election questions are expected to include whether to
organize the District, election of initial directors, and ballot issues and questions required by the
TABOR Amendment and by applicable statutes. Thus, the ballot may deal with the following
topics (in several questions,but not necessarily using the exact divisions shown here):
a) Whether to organize the District;
b) Membership and terms of the initial board members;
c) Approval of new taxes;
d) Approval of maximum operational mill levies;
e) Approval of bond and other indebtedness limits, and approval of
multiple fiscal-year obligations;
f) Approval of an initial property tax revenue limit;
g) Approval of an initial total revenue limit; and
h) Approval of an initial fiscal year spending limit
Ballot issues may be consolidated as approved in court orders. The petitioners intend to
follow both the letter and the spirit of the Special District Act,the Uniform Election Code, and
the TABOR Amendment during organization of the District. Future elections to comply with the
(o0025573.00c v:4) 43
TABOR Amendment may be held as determined by the elected Board of Directors of the
District.
The following persons,who are or will be owners of property within the District, are
intended as nominees for the initial boards of directors of the District:
Clint Blum
Ron Gollehon
Kimberly Gollehon
Sharon M. Blum
X. INDEMNITIES
The fully executed Saddleback Hills Lake& Conservancy Limited Liability Company
Indemnity Letter attached hereto as Part 1 of Exhibit L is submitted by the Developer to the
Town as part of this Service Plan. The form of The Hills Metropolitan District No. 3 Indemnity
Letter attached hereto as Part 2 of Exhibit L shall be executed by the District and delivered to
the Town as soon as practicable upon formation of the District. The execution of such Indemnity
Letters are material considerations in the Town's approval of this Service Plan, and the Town has
relied thereon in approving this Service Plan. The District shall not incur any financial
obligations outside of the ordinary course necessary as part of the District's organizational
meeting(e.g., secure D&O insurance),or otherwise perform any functions authorized under this
Service Plan until the District's Indemnity Letter has been duly executed and delivered to the
Town.
XI. DISCLOSURE AND DISCLAIMER; NO THIRD PARTY RIGHTS
The District will also record a statement against the property within the District which
will include notice of the existence of the District, anticipated mill levies and maximum allowed
mill levies. The form of the notice is attached hereto and incorporated herein as Exhibit M
{00025573.DOC v:4} 44
subject to any changes directed by the Town in the future. In addition, there is attached hereto as
Exhibit N a form of Town disclaimer statement. The District shall conspicuously include this
disclaimer statement, or any modified or substitute statement hereafter furnished by the Town, in
all offering materials used in connection with any bonds or other financial obligations of the
District(or, if no offering materials are used,the District shall deliver the disclaimer statement to
any prospective purchaser of such bonds or financial obligations). No changes shall be made to
the form of disclosure or the disclaimer set forth in Exhibits M and N,except as directed by the
Town. Neither this Service Plan, the Town IGA set forth in Exhibit 0 hereto, nor any other
related agreements,shall be construed to impose upon the Town any duties to, nor confer any
rights against the Town upon, any bondholders, lenders, investors, contractors or other third
parties.
XII. INTERGOVERNMENTAL AGREEMENTS
The District shall enter into an intergovernmental agreement with the Town(the"Town
IGA"),which shall be in substantially the form set forth in Exhibit O. The District shall execute
and deliver the Town IGA to the Town as soon as practicable upon formation of the District.
The execution of such Agreement is a material consideration in the Town's approval of this
Service Plan, and the Town has relied thereon in approving this Service Plan. As discussed
above, it is also anticipated that the Districts will enter into the District IGA. The District shall
cause the District IGA to be fully executed by all three Districts and shall deliver a fully
executed and certified copy thereof to the Town as soon as practicable upon formation of the
District. The execution of such District IGA is a material consideration in the Town's approval
of this Service Plan, and the Town in approving this Service Plan has relied upon the
Developer's representations that such District IGA will be executed upon formation of the
(0O025573.DOC v:4} 45
District. The District shall not incur any financial obligations of any kind, or otherwise perform
any functions authorized under this Service Plan, until the Town IGA and District IGA have
been fully executed and delivered to the Town.
No other intergovernmental agreements are proposed at this time,but such agreements
are anticipated between the District and Central Weld, the Recreation District and potentially
other entities providing service to the Property. Any intergovernmental agreements proposed to
be entered into by the District shall be subject to review and approval by the Town prior to their
execution by the District. Failure of the District to obtain such approval shall constitute an
— unauthorized material modification of this Service Plan.
XIII. CONSERVATION TRUST FUND
The District shall not apply for or claim any entitlement to funds from the Conservation
Trust Fund which is derived from lottery proceeds, or other funds available from or through
governmental or nonprofit entities for which the Town is eligible to apply. The District shall
remit to the Town any and all conservation trust funds which it receives.
XIV. MODIFICATION OF SERVICE PLAN
The District shall obtain the prior written approval of the Town before making any
material modifications to this Service Plan. Material modifications require a Service Plan
— amendment and include,but are not limited to,the following:
A. Any change in the stated purposes of the District or additions to the types of
facilities, improvements or programs provided by the District;
— B. Any issuance by the District of financial obligations not expressly authorized by
this Service Plan, or under circumstances materially inconsistent with the District's financial
ability to discharge such obligations as shown in the build out, assessed valuation and other
(00025573.DOC v:4} 46
forecasts in Exhibit H, or any change in any debt limit, change in revenue type, or change in
maximum mill levy(except for any necessary Adjustment as provided in V.D. above);
C. Any change in the type of improvements or change of more than fifteen percent
(15%) in the estimated costs of improvements from what is stated in Exhibit C of this Service
Plan;
D. Failure to comply with the requirements of this Plan concerning the dedication of
Improvements or the acquisition and conveyance of lands or interests in land;
E. Failure of the District to develop any capital facility proposed in this Service Plan
when necessary to service approved development within the District.
F. If the Districts undertake the construction of the Saddleback Park Improvements,
failure of the Districts to improve Saddleback Park in accordance with the Phasing Plan.
G. Failure to obtain the required certification in accordance with Article V.B.2.c.vi.
herein.
H. The occurrence of any event or condition which is defined under the Service Plan
or Town IGA as necessitating a service plan amendment;
I. Any proposed use of the powers set forth in Sections 32-1-1101(1)(f) and 1101
(1.5), C.R.S. respecting division of the District;
J. The default by the District under any intergovernmental agreement with the Town
or among the District and any one or more of the Districts.
K. Any of the events or conditions enumerated in Section 32-1-207(2), C.R.S.;
L. Failure by the District to deliver its executed Indemnity Letter as provided in
Article X hereof,or enter into the Town IGA and District IGA(in the form of the District IGA as
{00025573.DOC v:4} 47
reviewed and approved by the Town) upon the District's formation as provided in Article XII
hereof.
M. Any action or proposed action by the District which would interfere with or delay
the planned dissolution of the District as provided in Article VIII hereof.
The examples above are only examples and are not an exclusive list of all actions which
may be identified as a material modification.
The District will pay all reasonable expenses of the Town, its attorneys and consultants,
as well as the Town's reasonable processing fees, in connection with any request by the District
for modification of this Service Plan or administrative approval by the Town of any request
hereunder. The Town may require a deposit of such estimated costs.
XV. RESOLUTION OF APPROVAL
The Developer and other proponents of the District agree to and shall incorporate the
Board of Trustees' Resolution of Approval, including any conditions on such approval, into the
Service Plan presented to the appropriate district court. Such resolution shall be attached as
— Exhibit R.
XVI. FAILURE TO COMPLY WITH SERVICE PLAN
In the event it is determined that the District has undertaken any act or omission which
violates the Service Plan or constitutes a material departure from or an unauthorized material
modification of the Service Plan,the Town may utilize the remedies set forth in the statutes to
seek to enjoin the actions of the District,or may pursue any other remedy available at law or in
equity, including affirmative injunctive relief to require the District to act in accordance with the
provisions of this Service Plan. Additionally,if such failure to comply with this Service Plan
respects any obligation of the District, if undertaken by the District,to comply with the Phasing
t00025573.DOC v:4) 48
Plan, then the Town may withhold issuance of any further building permit for the Development
if such failure is not cured within sixty(60) days of notice of such failure to comply. The
District shall pay any and all costs, including attorneys' fees, incurred by the Town in enforcing
any provision of the Service Plan. To the extent permitted by law,the District hereby waives the
provisions of§ 32-1-207(3)(b), C.R.S., and agrees that it will not rely on such provisions as a bar
to the enforcement of any provisions of this Service Plan,unless the Town gives its prior written
consent to such reliance. Any such consent shall be evidenced by a written resolution the Board
of Trustees.
XVII. SEVERABILITY
If any portion of this Service Plan is held invalid or unenforceable for any reason by a
court of competent jurisdiction, such portion shall be deemed severable and its invalidity or its
unenforceability shall not cause the entire Service Plan to be terminated. Further,with respect to
any portion so held invalid or unenforceable,the District and the Town agree to pursue
amendment or take such other actions as may be necessary to achieve to the greatest degree
possible the intent of the affected portion.
XVIII.CONCLUSION
It is submitted that this Service Plan for the proposed The Hills Metropolitan District
No. 3 establishes that:
A. There is sufficient existing and projected need for organized service in the area to
be serviced by the proposed District;
B. The existing service in the area to be served by the proposed District is inadequate
for present and projected needs;
(00025573.DOC v:4) 49
C. The proposed District is capable of providing economical and sufficient service to
the Development; and
D. The area to be included in the proposed District has or will have, the financial
ability to discharge the proposed indebtedness on a reasonable basis.
XIX. CERTIFICATION
This Service Plan is submitted to the Town by the undersigned Developer, which is the
District organizer and sole owner of the Property and the Development. The undersigned has
caused written notice of the Town's hearing on the proposed Service Plan to be duly given, on or
prior to the initial hearing date, to "all interested parties"within the meaning of Section 32-1-
204, C.R.S. The undersigned will cause all required filings to be made and all other applicable
procedural requirements to be met with respect to organization of the District. To the best of
Developer's knowledge, the information contained in this Service Plan is true and correct as of
this Date. The undersigned representatives certify that they have been duly authorized to execute
this Certification on behalf of the entities set forth above their respective signatures.
(00025573.DOC v:4} 50
_ [SIGNATURE PAGE TO THE HILLS METROPOLITAN DISTRICT NO. 3
SERVICE PLAN]
Saddleback Hills Lake and Conservancy#2 LLC
By:
Title:
Date: _( • 0
{00025573.DOC v:l} 51
EXHIBIT A
Legal Description of Initial Property
3
2
7
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(00020849.DOC v:1)
THE HILLS METROPOLITAN DISTRICT NO. 3
A part of the Northwest Quarter of Section 29,Township 2 North,Range 67 West of the Sixth
Principal Meridian,Town of Firestone,County of Weld, State of Colorado,being more particularly
described as follows:
BEGINNING at the Northwest corner of said Section 29;
Thence South 89°30'23"East, along the north line of said Northwest Quarter, a distance of 659.43
feet to a point;
Thence South 00°29'3T'West a distance of 50.00 feet to a point; •
Thence South 01°29'21"East a distance of 1232.79 feet to a point;
_ Thence South 00°00'20"West a distance of 120.00 feet to a point;
Thence South 89°59'40"East a distance of 16.98 feet to a point, •
Thence South 00°00'20"West a distance of 1236.54 feet to a point on the south line of said
Northwest Quarter,
Thence North 89°40'46"West, along the south line of said Northwest Quarter, a distance of 708.14
feet to the Southwest corner of said Northwest Quarter, -
Thence North 00°00'20"East, along the west line of said Northwest Quarter, a distance of 2640.62
feet to the POINT OF BEGINNING.
RContaining 41.871 acres,more or less. i�o\•��.� A oe!NlffQ�
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George A. Robinson,PLS 35593 •
For and On Behalf of
CVL Consultants, Inc. '
The above and foregoing describes a surface estate only.Expressly excluded from this
legal description are any estates below the surface including oil, gas and other minerals
(including sand and gravel)and any related rights of surface use.
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EXHIBIT C •
Description of Facilities and Costs
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— Land Surveying
land Planning
CONSULTANTS OF COLORADO,INC.
1 June 23,2004
City of Firestone
i-% 151 Grant Avenue
Firestone,Colorado 80520
Re: Engineer's Estimate of Anticipated Costs for the Service Plan for the Hills
Metropolitan District No.3.
? Firestone,Colorado
'J CVL Ref.#01803101
CVL Consultants has prepared and reviewed the estimate of anticipated costs for the
Service Plan for the Hills Metropolitan District No.3. This estimate was based on the
— quantities reflected in the preliminary design for the Saddleback Hills Lake and
Conservancy construction plans. The unit costs for the included items are based on
current construction standards and deemed acceptable.
The attached estimate should be a reasonable assumption of the probable cost for the
1 improvements of this project.
F Sincerely,
CVL Consultants of Colorado,Inc.
il 0 t."23'CV %
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James J.Jannicke,P.E.
Project Manager
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7901 E. Belleview Ave., Ste 150 Englewood, CO 80111 Tel. (720) 482-9526 FAX (720) 482-9546
_. DENVER PHOENIX • LAS VEGAS
1 1 I I I I I I I I 1 i l 1 I I I I 1
SADDLEBACK TILL/LAKE AND COISSAVAI.CT wax...marK HILLS LAKE AND COMER VANCT SAu0LNACK TRW;LAKE.ARO CON$IRVANMT
ITIOMIlER1S INTIMATE Of ANTICPATID SA M1EQt1 ESTIMATE Of ANT70PATID . ENOf1LA9 ESTIMATE OF ANTEDATED
METRO OST1IICT COSTS 11 WETAO OISTTSCT COSTS t2 METRO DISTRICT COSTS n
LOTS riy O.70% 1101 Tow L0% LOTS MS 22M% 1120 LOTS Cl11NSd1N
'MAIM 11!,411 rrMAWS>,1344,NMI
STREET EXCAVATION OFF SITE TOTAL COST tfTNltf EXCAVATION OfP 6TTS TOTAL COST !TREIT XCAVATION Off&u
TOTAL COST
1104 1012.101 _ 1/7127.40
WATER TOTAL,CZ"•WA TOTAL COST 'WATER
TOTAL COST
TTORM ORAt4A01 TOTAL mutualt o!STORM mutual �_�t LzOET STORM C 4AIMAaS
�»p� TOTAL COST
OAt b,L h$actfow tOR PIAILIL'130 o0�7fi '1' I GOtT�o. ,.a Lrlaw Ill u��bif3 Fi tOT �4ALOR,RELOCATION Ton MAX MVRO 4LNTI
TOTAL COST
MANAMA* toT�OO 41tt,008.W
ITRE£TS/SAFETY PROTECTION TOTAL Cost *mtzTi SAFEYPAOTECTION 4TRfM/SAFEt7 PROTECTION
TOTAL COST
`a J
f t1M 71,770 lsa% 17:4,30011
?MINE Al:11t 1844 TC I AL $t LARK$L�CHhA1 N TOTALLCOIT puma a MCfSA11ON
TOTAL COST
�N��Oo4�LT►,41�11 14.40400717 467+474445
DADPEISIONAL►EE< TOTTCbsr `►ROPESIIONAL fill TOTAL COST 'RROFLLt11O44AL FOIl
TOTAL COST
4701, t0M,461.f0 411A11pS10
004¢1.01 PROJECT COW?!IU®AAT % FROIECT&WM AI 0640111 PROJECT costs K
7704 TOTAL COST TT!M TOTAL COLT ,RSA TOTAL COST
STEW'laccAVATIDI4 OFE 1STS MUSED STREET E CAVATION Off WTI 71141711/0 STREET EXCAVATION OR 11TE MAPLE)
WATER 41,700,10!7! WATER $14I*.042 TD WATER 4227,714.00
STORM DEASNADE 71,711,1810 STONI DRAI4ADE 4044,300.00 STORM ORAIIADE t140S800
ET1t12s/as SAFETY MO1EC110N StAssA5Ia0 STREETS ANO WW1 PROTECTION 61,770,718x0 ETRIDTS AND SAFETY PROTECTION 4724.100.70
PAM&I4 REATKMI 11,017111!11 PARKS a RECREATION $4,askarT17 PARKS a RECREATION 1074,74412
OAS a OIL RELOCATION NOR►115110 tl►ROVEMOTTI S1.0*101.OD DAS a OIL RELOCATION FOR►UELIC RI►RO4BIEN S 4411,060.00 OAS a On.RELOCATION FOR PUBLIC DIPROVEMENT1 514140000
ESTIMATED TOTAL CONSTRUCTION COSTI 411yµ1T441 MOAT=TOTAL COMTRUCT1OM COST, 111114,07301. EZTaAtED TOTAL CONSTRUCTION 0007: 8,110,21717
PROPONDONAI.PEES 1701,76010 ►ROn:smut nom 4000,16800 P IN)PHtlONAL Pig 41111/0110
PROJECT MANASS6MT t%Of CONITSUCIION COST! 4011,301.72 PROJECT MANAQfl10R MI OF COIQTAUCTIOR COSTS 144114111 PROJECT MANADEAISNT 4%Of CONSTI6ICTION COSTS 4100,71117
0050T!N0BIGES 1 PR 11,11t,110.1D CONTINGENCIES It% El 421,7441.1c1 COKTEAS4CICi 16% 1177,/41.40
MIMATED ADORIOIIAL COST% 14,110.00411 ESTIMATED AD91fl0N*L COST% $2.274,147JM EITSIATED ADDITIONAL COSTS! tN1A6it0I
DISTRICT 41 COST ESTWATG 441,114,771.76 DISTRICT 11 COST EITILATF • 41111141,14115 OI2TRICT 11 COST ESTIMATE: $2,742,411.41
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EXHDIIT D
- Street and Safety Protection Improvements
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Drainage Improvements
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EXHIBIT F
- Park and Recreation Improvements
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NAProjects101 80 31 01Wwg1ExhlbIts1METRO 3(commerdal)1PARKS TRAILS4.dwg,711/2004 11:14:31 AM,1:2.13938,-JDS
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Saddleback Park Phasing Plan
Page 1: Saddleback Park Improvements**, Deadlines and Estimated Costs
PHASE 1
Acres 33.3 Acres
Relocation of oil and gas faculties 3 Oil/gas Welts
Relocation of Sinclair pipeline 1
Overlot grading TBD
Seeding TBD
Estimated Cost $ 250,000 Phase 1
Completed Prior to Issuance of 152 Building Permits
PHASE 2
Acres 8.7 Acres
CBT Shares TBD' Shares
Soccer Fields 2 Fields
Parking Lot(Central) 1 Parking Lot: 100 spaces
Internal Driveways TBD
10-wide Concrete Trail As Shown
Walkways, Landscaping, Irrigation TBD
Signage TBD
Necessary Utilities TBD
Necessary Grading and Drainage TBD
Restroom TBD _
Other Park Equipment TBD
Engineer and Landscape Arch Design TBD
-- Average Cost Per Acre $ 130,000
Estimated Cost $ 1,131,000 Phase 2
Completed Prior to issuance of 386 Building Permits
Subtotal $ 1,381,000 Phases 1 and 2
PHASE 3
Acres 12.5 Acres _
CBT Shares TBD* Shares
Soccer Fields 1 Field
Softball Fields 1 Field
Parking Lot(Central) 1 Parking Lot: 150 spaces
Internal Driveways TBD
10-wide Concrete Trail As Shown
Walkways, Landscaping, Irrigation TBD
Signage TBD
Necessary Utilities TBD
Necessary Grading and Drainage TBD
Concession,Restroom,etc Building TBD
Other Park Equipment TBD
Engineering&Landscape Arch Design TBD
Average Cost Per Acre $ 130,000
Estimated Cost $ 1,625,000 Phase 3
Completed Prior to Issuance of 722 Total Building Permits
Subtotal $ 3,006,000 Phases 1,2 and 3
Saddleback Park Phasing Plan
Page 2: Saddleback Park Improvements'^', Deadlines and Estimated Costs
PHASE 4
Acres 12.1 Acres
CBT Shares TBD' Shares
Softball Fields 1 Field
10-wide Concrete Trail TBD
Walkways, Landscaping, Irrigation TBD
Signage TBD
Necessary Utilities TBD
Necessary Grading and Drainage TBD
Other Park Equipment TBD
Engineer& Landscape Arch Design TBD
Average Cost Per Acre $ 130;000
Estimated Cost $ 1,573,000 Phase 4
Completed Prior to Issuance of 1,048 Building Permits
Total Cost $ 4,579,000 Phases 1,2,3 and 4
'Owner shall dedicate water
necessary for irrigation of turf and
landscape areas identified in the final
development plan for the Saddleback
Park Improvements. Dedications shall
be CBT units and shall be at a rate of
2.5 units per acre of inigated turf and
landscape area(1.0 units per acre for
areas approved for planting of native
grass)unless the Town otherwise
agrees to different rates or alternative
water supplies. Dedications shall be
made at or prior to the time phases are
completed to allow for timely irrigation
of installed turf and landscaping.
**As more specifically set forth in the Park Agreement,the Saddleback Park Improvements and
the Phasing Plan and Concept Plan may be modified through the final plat/final development
process, and the Districts or Developer will construct the Saddleback Park Improvements as set
forth on the final plat and final development plan for Saddleback Park. Further, Saddleback Park
Improvements may be shifted among Phases as identified at the time of subdivision agreement,
provided that the expenditures for each Phase of Saddleback Park Improvements shall be at a
rate of$130,000 per acre for all acreage within each Phase(other than Phase 1,which shall be in
the amount set forth herein,and shall not exceed the total estimated cost for each such Phase as
set forth herein). (As an example,if all Improvements listed within Phase 3 cannot be completed
at an expenditure rate of$130,000 per acre,then at the time of subdivision agreement,a portion
of the Phase 3 Improvements may be identified for completion as part of Phase 4).
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ii �/ I ml IT ir--Ir r-1-- ilir—b 4 Gb Exhibit B
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Concept Plan
710 West Cnh¢Aesi a
same THE VILLAGES OF SADDLEBACK HILLS illilli-J JJ F ,P'
"'°°` COMMUNITY PARK PLAN N s uuuewPhut 303.292.1101
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EXHIBIT G
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EXHIBIT H
— Financial Plan
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(OOOQOl19 DOC v:1)
The Hills Metropolitan Districts#1 to#3
Analysis of Bonds,Subordinate Developer Debt,Developer Contributions and other Revenues for District Improvements
District#1 District#2 District#3 Totals
Alternative A Alternative B Alternative A Alternative B Alternative A Alternative B Alternative A Alternative 8
Sources:
�. General Obligation Bonds
Issue#1 3,800,000 3,250,000 3,250,000 3,600,000 3,400,000 NM 10,450,000 6,850,000
Issuance costs 1188,0451 (130,0001 1156,322) 1144,000) 1157,383) 1501,750) 1274,000)
Reserve 1282,000) (242,200) 1267,617) 1791,817) 0
Capitalized interest&expenses 0 1187,1291 0 0 1499,0671 1499,067) (187,1291
Net Issue#1 3,329,955 2,932,871 2,851,478 3,456,000 2,475,933 0 8,657,366 6,388,871
Issue#2 4,215,000 5,100,000 3,900,000 4,550,000 5,975,000 14,090,000 9,650,000
Issuance costs (203,8521 1204,0001 1177,586) 1182,000) (264,430) 1645,868) (386,000)
Issuance costs (340,8831 1313,075) 1476,617) (1,130,575) 0
- Capitalized interest&expenses 1848,8531 1848,853) 0
Net Issue#2 3,670,265 4,896,000 3,409,339 4,368,000 4,385,100 0 11,464,704 9,264,000
-- Subordinate Developer Debt 10,551,276 8,757,112 3,889,660 2,278,511 4,695,394 19,136,330 11,035,623
Reimbursement from Other Districts
Used to retire Dev Debt-principal 12,290,172) (2,419,622) (2,290,172) (2,419,622)
Used to retire Dev Debt•interest (883,044) 1753,594) 1883,044) (753,594)
-'- Proceeds from GO bond issues
Used to retire Dev Debt-principal (4,997,002) 16,337,490) (1,000,780) (2,278,511) (3,165,650) (9,163,432) (8,616,001)
Used to retire Dev Debt-interest (2,003,2181 11,491,381) 11,021,119) 1719,423) (1,219,450) 14,243,787) 12,210,804)
Net Subordinate Dev Debt 3,264,102 0 2,888,889 0 1,529,744 0 7,682,726 0
Interest on Subordinate Dev
Debt paid from above sources (2,886,262) (2,244,9751 (1,021,119) (719,423) (1,219,450) 0 (5,126,831) (2,964,3981
Developer contribution 4,257,068 6,051,232 2,804,306 3,818,307 5,257,434 12,318,808 9,869,539
Interest income 10,000 20,000 0 10,000 20,000
—
Total net sources 11,635,128 11,635,1128 10,942,884 10,942 884 12,428,761 0 35,006,773 22,578,012-
.- Uses-District Improvements:
District improvements paid by this District 21,154,778 21,154,778 11,099,525 11,099,525 2,752,470 35,006,773 32,254,303
Improvements paid by other Districts
that benefit this District 3,173,217 3,173,217 9,676,291 12,849,508 3,173,217
Improvements paid by this District above
that benefit other Districts (9,519,6501 19,519,650) (3,329,858) (3,329,858) 0 112,849,508) 112,849,5081
Contingency ----- 0------- ----- ---- 0-------0-
Total improvements 11635,128 11635.128 10942,884 10942,884 12,428,761 _____0_35,006,773_ 22,578,012
Total residential units 769 169 648 648 NM NM 1,417 1,417
— Total commercial square feet NM NM NM NM 492,446 492,446 492,446 492,446
Total Assessed Value at Buildout 14,792,630 14,792,630 14,263,297 14,263,297 16,555,729 16,555,729 45,611,656 45,611,656
I I 1 1 I I I I 1 I I I I I I 1 I 1 1
The Hills Metropolitan Districts
I Alternative A
Variable Rate Bonds
Capital Projects Fund
District#1 -
-
Sources of Funds Uses of Funds
Net Bond Developer Developer Reimb from Interest Total Transfer to Repay District Reimb to Total
YEAR Proceeds Advances Contribution Other Dist's Income Sources Debt Service Devi Advances Improvements Other Dist's Uses
2004 10,551,276 4,257,068 14,808,344 14,808,344 14,808,344
2005 3,611,955 3,173,217 6,785,172 282,000 4,387,694 2,115,478 6,785,172
2006 6,346,433 6,346,433 2,115,477 4,230,956 6,346,433
2007 0 0
2008 4,011,148 4,011,148 340,883 3,670,265 4,011,148
2009 0 a
2.010 0 0
7,623,103 10,551,276 4,257,068 9,519,650 0 31,951,0971 622,883 10,173,436 21,154,778 0 31,951,097
District I/2
Sources of Funds Uses of Funds I
Net Bond Developer Developer Reimb from Interest Total Transfer to Repay District Reimh to Total
YEAR Proceeds Advances Contribution Other Dist's Income Sources Debt Service Devi Advances Improvements Other Dist's Uses
2004 1,387,441 1,387,441 1,387,441 1,387,441
2005 3,093,678 311,739 10,000 3,415,417 242,000 3,173,217 3,415,217
2006 2,190,480 1,416,865 3,329,858 6,937,203 6,937,203 6,937,203.
2007 1,387,441 1,387,441 1,387,441 1,387,441
2008 3,722,414 3,722,414 313,075 2,021,899 1,387,440 3,722,414
2009 0 0
2010 0 0
6,816,092 3,889,660 2,804,306 3,329,858 10,000 16,849,916 555,075 2,021,899 11,099,525 3,173,217 16,849,716
District#3 '
Sources of Funds Uses of Funds
Net Bond Developer Developer Reimb from Interest Total Transfer to Repay District Reimb to Total
YEAR _ Proceeds Advances Contribution Other Dist's Income Sources Debt Service Devi Advances Improvements Other Dist's Uses
— 2004 0 0:
2005 0 0'
2006 3,242,617 4,695,394 2,504,964 10,442,975 766,684 9,676,291 10,442,975]
2007 2,752,470 2,752,470 2,752,470 2,752,4701
i 2008 0 Di
I 2009 5,710,570 5,710,570 1,325,470 4,385,100 5,710,570i
2010 — 0 0:
8,953,187 4,695,394 5,257,434 0 0 18,906,015 2,092,154 4,385,100 2,752,470 9,676,291 18,906,015.
(1)Net Bond Proceeds - Gross Bond Proceeds-Issuance Costs
I ) 1 I I i 1 1 1 I 1 I 1 I 1 1 I 1 i
I The Hills Metropolitan Districts
i Alternative B
Fixed Rate Bonds
Capital Projects Fund
District#1
Sources of Funds ! Uses of Funds
Net Bond Developer Developer Reimb from Interest Total Transfer to Repay District Reimb to Total
_ YEAR Proceeds Advances Contribution Other Dist's Income Sources Debt Service Devi Advances Improvements Other Dist's Uses
2004 8,757,112 6,051,232 14,808,344 14,808,344 14,808,344.
2005 3,120,000 3,173,217 6,293,217 187,129 3,990,610 2,115,478 6,293,217'
2006 6,346,433 6,346,433 2,115,477 4,230,956 6,346,433!
2007 0 o
2008 4,896,000 4,896,000 4,896,000 4,896,000
2009 0 0''.
2010 _ 0 O'.
_ 8,016,000 8,757,112 6,051,232 9,519,650 01-92,343,994 187,129 11002,087 21,154,778 0 32,343,994
District#2
Sources of Funds Uses of Funds
I
Net Bond Developer Developer Reimb from Interest Total Transfer to Repay District Reimb to Total
YEAR Proceeds Advances Contribution Other Dist's Income Sources Debt Service Devi Advances Improvements Other Dist's Uses
— 2004 1,387,441 1,387,441 1,387,441 1,387,441!
2005 3,456,000 20,000 3,476,000 17,374 3,173,217 3,190,591
2006 891,070 2,430,886 3,329,858 6,651,794 6,937,203 6,937,203
2007 1,387,441 1,387,441 1,387,441 1,387,441
2008 4,368,000 4,368,000 2,980,560 1,387,441 4,368,001
2009 0 0
2010 0 0
7,824,000 2,278,511 3,818,307 3,329,858 20,000 17,270,676 0 2,997,934 11,099,526 3,173,217 17,270,677!
District#3 does not have an Alternative B
11)Net Bond Proceeds - Gross Bond Proceeds•Issuance Costs
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1 I I I 1 I 1 1 I 1 1 I I I I I 1 I 1
Tb.Hills Metrupditen @strict 11 .
Alumnalive 8 ,
Fixed Rau Bonds
Flow of Funds Sunnnary .
___ J Residential 1 Planed:Developed Lau General Fend I Debt Service Fund __,
i Total I Total Operation and I Debt
Residential Cumulative Assessed Value @1 Platted Cumulative Assessed Value @ Cumulative Maintenance Net Net Cumulative I Service Net Spies 2005 Series 2008 Annual Cumulative
Year Units Market Value 7.98%12 yr Le@1 Lots Market Value 29%(2 yr La Assessed Va MN Lev Revenues Expenses Cash Available; Min Levy Revenues Debt Service Debt Service Cash Available Cash Available
2004; 470 9.137,500 3.500 33,000 33,000 01 36.500 0 0 0 0 0
2005'' 275 57,378.080 I 11831 4.400,000 3.500 33,330 33,330 Ol 36.500 737.129 0 737.129 737,129
2006: 199 108,777,292 8 5.875.000 2849.875 2.849,075 3.500 33,663 33,663 101 38.500 513,897 227.500 286,197 1,023,326;
2007! 193 156,082.077 9,587.299! (1931 2,000,000 1,278.000 5,843,294 3.500 34,000 34.000 101 36.500 635.386 227,500 407.886 1.431.211
2008; 102 185,837,055 8,616,338! (1021 0 1,703.750 10,320.088 3.500 39,191 39,190 01 38.500 640,044 277,500 382544 1,793,755
2009; 0 185,837,055 12,540,999! 580,000 13,120,999 3.500 49,827 49,827 101 38.500 549.154 254,000 372.000 176,0461 1.718.908
2010: 190,801,953 15.171,915' 0 15.171.915 3.500 57,815 57,815 Oj 38.500 631,294 221.900 355.950 53.444 1,770.352'
' 2011: 190,601,953 15,171,9151 15.171,915 3.500 57.615 57,815 101 36.500 631,004 251.900 395.950 116.8461 1.753,507
2012! 194.413,992 15,475,3541 15,475.354 3.500 58,758 58,787 0; 36.500 642,935 249,800 398.150 15.0151 1,748.492
2013 194.413.992 15,05,3541 15,475,354 3.500 58,788 56,768 0 36.500 642,784 257.700 395.000 19.9381 1,738,556,
2014: 198.302.272 15,784,861 15.784.881 3.500 59,943 59,944 (01 38.500 655,079 254,990 396,850 3.329 1.741.885
2015' 198.302.272 15,784,881 15,754.881 3.500 59,943 59.943 101 36.500 655,072 262.100 393,350 13761 1,741,507.
2016 202,268,317 16,100,558' 18,100,558 3.500 61,142 56.838 4,3031 38500 868,084 258,800 379.850 29,834 1,771,141';
2017 202.288,317 16,100,558 16.100,558 3.000 52.407 37.557 19,1541 38.500 888,353 265,100 387,050 16,213 1,787,354
2018 206.313.683 16,422,589 18,422.569 3.000 63.455 37.933 34,8781 36.500 581,870 265,900 383.550 32,220 1.519,574
2019 206,313,883 16,422,589 18.422.569 3.000 53.455 38.312 49,820: 36.500 582.024 271.350 390.050 20.624 1.840.198,
2020 210,439,957 18,751.021. 18,751,021 3.000 54,525 38,895 65.849j 38.500 695.811 271,100 390.650 33.661 1.873.859
. 2021 210.439.957 16,751,021] 18.751.021 3.000 54,525 39.082 81,0921 36.500 695.940 275.500 401.300 19.140 1,892,999:
2022 214,848,756 17,088,041; 17,086,041 2.000 37,077 39,473 76.698i 36.500 709,808 279,200 395.700 34,908 1,927,907!
2023: 214,848,756 17.086.041!! 17.088,041 2.000 37,077 39,888 75,905! 36.500 710,114 282,200 410,100 17,814 1.945,722;
20241 218,941,731 17.427,782; 17.427,782 2.000 37.818 40.268 73,457! 36.500 724.278 279.500 408.100 36,678 1.982.400'
20251 218.941.731 17.427,782; 17.427.762 2.000 37,818 40.889 70.6001 38.500 724.665 288.450 415.750 22.485 2,004,864:,
2028: 223.320,566 17,778.317! 17,776,317 2.000 38,575 41,078 68,105; 36.500 739.059 287.350 417.350 34,359 2.039,2241
20271 223.320.588 17,776.317;• 17,776,317 2.000 38,575 41,488 85'193:1 38.500 739,488 297.550 423,250 23.666 2.082,890'
2028! 227.788,977 18,131,843, 18,131,843 2.000 39,348 41,901 82.8361 38.500 754.224 291,700 423,100 39,424 2,102.314
20291 227.788.977 18,131,843. 18.131.843 2.000 39,348 42.320 59,6641 38.500 754.608 300,150 432,250 22,206 2.124.520,
2030. 232.342,717 18.494,480- 18,494,480 2.000 40,133 42743 57.0541 @6.500 789.811 297,200 435,000 37.411 2.161.931'.
2031! 232.342.717 18.494,480: 18,494.480 2.000 40,133 43,171 54,0161 36.500 770.037 303.550 441,700 24,787 2.186.718
2032: 236,989.571 10,884.370: 18.884.370 2.000 40.938 43.603 51,3491 38.500 785,371 303,500 442.000 39,871 2.228,589':
2033: 236,989,571 18,864.370 18,864.370 2.000 40.936 44,039 48,2481 36.500 785,751 312.400 451.250 22.101 2.248.691'
2034: 241,728,382 19.241.657: 19,241,657 2.000 41,754 44,479 45.5211 38.500 501,347 309,550 453.750 36.047 2,286,738
2035: 241,729,382 19,241,657: 19,241,857 2.000 41,754 44,924 42,3521 36.500 801,800 315,650 459.850 28.300 2,313,038..
I 2036' 246.583,950 19,628,490; 19,828.490 2.000 42.589 45,373 39.5681 36.500 817.790 0 774,200 43.590 2.356.627'
. 2037: 248,563,950 19,628.494 19,626,490 2.000 42,589 45,027 36.331, 38.500 818,274 790,100 28.174 2.381.802
2038. 251,495,229 20,019,020! 20,019,020 0.000 0 0 36,3311 38.500 834,555 791.800 42.755 2.427.557:
•
2039! 251,495,229 20,019,020! 20,019,020 38,3311 0.000 0 0 2.427,557
2040! 256,525.133 20,419.4011 20,419.101 38.331' 0 2.427,557
• 2041; 258,525,133 20,419,4011 20.419,401 38.3311 0 2,427,557'.
20421 261.855 838 20,827,789: 20,827,769 36,331 2.427,557.
• 769 20,827,789; 0 20,827,789 1.541,828 1.505,297 36,331 24,066,007 8,233,300 13.405,150 2427,557 2,427.557.
III General Fund Net Revenues•Property Tax•Specific Ownersble Tax+Developer Advances-County ireaserer Fats
(2)6•vera1 Fund Expense-Operating Expenses•Repayment el Developer Advent.
(31 Debt Service Fund Net Revenues-Preporty Tex+Sweat Ownership Tax+Development Fats•Capitalized Interest•Debt Rama+Interest Income.County Treasurer Fees
1
I ) I I I I 1 I I I I I I I I I I 1 1
The Nils Melrepolilan oistnicl 82
Alternative A
;Variable Bale Bonds
':Fluw of Funds Sumwy
a --- HvidenOd Platted1DeNe ed lots General Fund i Debt Serve Fund
Total Cumulative hissed
Total Operation and Deb"
Residential Cwmlative Assessed Palatial Platted Cdative ssed Value@ Cumulative Maintenance Net Net Cumulative Service Net Series 2005 Serbs 2008 Repay Dew Annual Cunurlolive
Year Units Markel Value 7.96%12 yr Laoli Lots Markel Value 29%12 Yr la Assessed Value Mil Levy Revenues Expenses Cash Ava9ebb, Mil Levy Revenues Debt Service Debt Service Advances Cash Available Cash Aveuable
2004 0 0.000 33,000 33,000 0 0.000 0 a a
2005, 75 12.874.950 573 9.075.000 0 0 3.500 33,330 33.330 0i 36.500 396,439 396,439 395,439
2006: 175 58.241.562 11751 7.575,000 0 0 3.500 33.883 33.683 % 38.500 253,780 180.413 73.367 469,806
20071 182 110.734.140 1,024.846' 11821 3.700,000 2.831,750 3,656,598 3.500 34,000 34.000 0) 38.500 483.409 180,417 282.992 752,798
2008; 216 179.157,149 4.709,163' . 12181 0 2.198,750 5,905.813 3.500 34,340 34,340 0 36.500 1.038,081 225.399 0 0 812.662 1.565.460'
2009; 125.132.782 8.897.5691 1,073.000 9.960.569 3.500 37.125 37.825 0, 35.500 421.973 178,030 209.895 1.044.234 11.010.1851 555.275
2010: 182,808,548 14.535,840; 0 14.535.840 3.500 55,199 55.199 0' 38.500 588.171 201.021 214.253 172885 0 555,275.
2011 152,608,548 14,535.640 14,535,840 3.500 55.199 55,189 101 38.500 588,135 204,098 213.067 170,974 101 555.275
2012i 185,260,719 14.825.353 14,828.353 3.500 56,303 56.303 (DI 36.500 599.735 205.979 216.918 175.840 0 555,278
I •
2013 186,250,719 14,826,353 14,828.353 3.500 58,303 58,303 Oi 36.500 599.716 204,545 220.416 174.755 101 555.275
2014 189,985.933 15.122.880 15,122.880' 3.500 57,429 57,430 NI 36.500 611.582 207.145 223,731 184687 0 555.276
2015 189,985,933 15.122.880 15,122.580 3.500 57.429 57,429 I01 36.500 511.554 209.506 221,821 180.228 0 555.276
2018 193.785,552 15.425,338 15,425338 3:500 58,578 58,577 01 36.500 623,649 211,668 221,950 187.032 III 555,275
2017 193.785,652 15,425,338 15.425,338 3.500 58,578 58,578 0; 36.500 823.655 213.508 222,747 187,401 101 555,274'
2018 197,681,365 15.733,845 15.733.845 3.500 59,749 59,750 011 36.500 535.921 215.152 230.572 190,197 0 555275
2019 197.881,355 15.733,845. 15.733.845 3.500 59,749 59,749 101 36.500 635.942 216,555 227,944 191,444 0 555.275
2020 201,814.592 15.048,522; 18,048.522 3.500 80,944 00.944 0 36.500 848.472 222.747 230,355 195,371 101 555,275
2021 201.814.592 18,048,5221 18.048,522 3.500 60.944 60.944 0 38500 848,424 223.396 232.421 192,601 0 555.275
2022 205.646.864 16.389.492! 15.389,492 3.500 82.163 82,045 1191 36.500 661.230 223,841 239.294 195.093 101 555.275
2023; 205.646.884 14369,492: 18,389,492 3.000 53,283 39.888 13,5311 36.500 661,202 224.055 240,699 196.449 101 555,275
20241 209.759.822 19,898,8521 14698,582 3500 54,348 40.266 27.618 36.500 674.288 229.015 241,910 203.331 101 555275
2025! 209,759.822 16,895.852: 18,884882 3500 54,348 40,689 41,295 35.500 674.250 228.507 242,790 202.982 0 555.275
2028' 213.955.018 17,030.819' 17,030,819 3.000 55,435 41,076 55,855 36.500 887.562 232.749 248.465 206.348 ON 555.274
2027 213.955,018 17.030.819 17,034519 3.000 55,435 41.486 89.8041 38.500 587.580 236.513 243,688 207,378 0 555,275
2028 218,234,118 17.371.436, 17,371.436 3.000 56.544 41.901 84,2471 35500 701.088 239.823 253.914 207.332 (Cl 555.274
2029, 218.234,115 17,371,438: 17,371,436 3.000 56.544 42.320 98,470: 36.500 701,116 237.621 253.387 210.130 MI 555,274
20301 222.598,801 17.718,565, 17,718.885 2.000 38,450 42.743 94.177! 38.500 714.910 245.178 257,609 212123 I 555,275.
20311 222.598.801 17,718.855; 17.715.585 2.000 38.450 43,171 89,4581 38.500 714,899 242.043 281.373 211,483 0 555,275.
2032, 227.050.777 18.073.242. 14073.242 2500 39,219 43,803 55,072: 36.500 729,092 248.6550 259,706 220.726 101 555,275
20331 227,050,777 18,073.242 18,073,242 2.000 39,219 44,039 80.253; 36.500 729,024 248.543 282719 218,782 0 555.275
• 2034; 231.591.792 18,434.707 15,434,707 2500 40.003 44,479 75,777, 36.500 743.450 254,951 285,289 223.210 511 555,275.
• 2035; 231,591,792 18.434.707! 18.434,707 2000 40,003 44,924 70,856: 36.500 739.229 494.053 267.382 239.994 (252.20 I 293,075.
2038i 238,223,628 18.803.401'. 10.803.401 2.000 40.803 45373 65,2871 36.500 753.653 0 523.353 228,204 4,07 297,151.
2037! 235.223.828 18.803.401! 18.603,401 2.000 40.803 45.827 61,263 38.500 753,753 522.287 0 231.46 528,618
20781 240,918.101 19.179.4895 19.179.489 2500 41,044 46.285 58.022 36500 767,320 844.447 177.12 I 451,491
2039, 210,948.101 19,179459; 19,179,469 0.000 56.022 0500 451,491
1 2040; 245,767.053 19,583.055. 19,583.058 56,022: 451.491
2041i 245787.083 19.563,058' 19,563.059 55522: 451.491
___,_2042.1_ ,260_882404 19.954.319: 18,954,319 56,022: 451,491
848 19,954.319: 0 19.954,319 1,704660 1,652838 58,022 22.062256 8.887,159 8.317,415 8.426,201 151,49 451,491
III Goners!Fond Net Reverses-Properly Ten•Specific Ownership Tax•Devotees Adveacea•County Tnaswer Fees
121 Gemrel Fund Expense-Operating Expenses•Repayment of Developer Advances
131 Debt Service Fund Net Revenues-Property Tex•Specific Ownership Tan•Development Fees•Cepits6ed Interest•Debt Reserve•Interest biome•County Treasurer Fees
•
► I I I ! I I I I I I I I I I I ! I 1
:The N0.s Melmpohlan District(2
!Alternative B
. !Fixed Rate Bonds
!Flow of Funds Summary
•
' Residential I Planed I Daveloped Lots I General Fund Debt Service Fund
1 Total Total Operation and 1 Debt
1 Residential Cumulative Assessed Value @.: Platted Cumulative Assessed Value@ Cumulative MaIntnance Net Net Cwswlative 1 Service Nat Series 2005 Series 2008 Annual Cumulative
Year Nils arkel Value 7.96%12 yr Lagl! lots Market Value 29%12 yr Lag) Austad Veins Ma levy Revenues Espouses Cash Available' Mill Levy Revenues Debt Service Debt Service Cash Available Cash Available'
` 2004 0 •
. 0.000 33,000 33,000 01 0.000 0 0 0
2005; 75 12.674,950 573 9,075,000 0 0 3.500 33,330 33,330 0 36.500 150,000 150.000 150,000
( 2006: 175 58,241.592 (1751 7.575,000 0 0 3.500 33,583 33,883 0 36.500 248,215 252000 (3.7851 146.215.
2007: 182 110,734,140 1,024,848; 1182) 3.704000 2,831,750 3,658,596 3.500 34,000 34.000 0 36.500 456.493 252,000 204.493 350.708.
2008; 218 179.187,149 4,709,163; 1218) 0 2.198,750 8.905,913 3.500 34.340 34.340 0. 36.500 710,692 327,000 0 383,692 734,401
2009. 125.132.782 8.887.589; 1,073,000 9.980.569 3.500 37,825 37.625 0! 36.500 403,014 321,750 318,500 (237.236 497,165
2010. 182.608,548 14.535.840 0 14,535,640 3.500 55,199 55,199 01 36.500 582309 318,500 318.500 (51.691 445.474
2011i 182804548 14.535.840 14,535,640 3.500 55.199 55.199 10! 36.500 581,534 311,250 373,500 1103.216 342.259'.
2012; 188.280.719 14.828.3531 14.826,353 3.500 58.303 58,303 011 38.500 592389 281,000 369.650 (38.261 303.998:.
2013, 188,260.719 14.828,353: 14,826.353 3.500 56,303 56.303 01 38.500 591.561 268,900 370.800 148.139 255,859:
2014: 164985.933 14122.880; 15,122280 1500 57.429 57,430 (01 38.500 602790 266,100 366.800 129,910 225,949
2015! 189,985.933 15,1228801 15.122880 3.500 57.429 57.429 (DI 36.500 602,739 273,300 332.400 12961 222.988
2016; 193.785.652 15.425,338; 15.425.338 3.500 58.578 58.577 0, 38.500 814,885 274,800 330.300 9,785 232.773
2017: 193,785.652 15,425,338' 15,425,338 3500 58,578 58.578 01 36.500 814011 280,950 338,200 14,3391 228,434:
2018 197,861.385 15,733,845: 15.733.845 3.500 59.749 59,750 (01, 36.500 627.207 281,400 335.400 10.407 238.841
2019. 197,861,385 15,733,845! 15.733.845 3.500 59,749 59.749 (Dl 36.500 827.174 288,500 342600 11,9261 236,916
2020 201.814.592 16,048,522; 18.048.522 3.500 80,944 60,944 01 36.500 839.805 285,900 344.100 9,805 248,721:
2021' 201.614.592 16.048.522: 18.048.522 3.500 60,944 60.944 01 36.500 839.798 284950 350.250 1402) 246.319
2022. 205.646.884 16,389,492; 16,369,492 3.500 62,153 62045 1191 36.500 652,746 288.300 350.700 13.746 260,064.
2023: 205.646.884 111,369.492: 18,369,492 3.000 53,283 39,888 13.534i 38.500 652.757 296,300 355.600 857 260.721
2024' 209.759.822 16,898.882, 18,696,882 3.000 54.348 40.268 27.818 36.500 665,937 298,250 355,200 12487 273,208
2025 209.759,822 16.698.882, 18.696,882 3.000 54,348 40.669 41.2951 36.500 685.688 299,500 369.250 12.8621 270.346
2026 213.955.018 17.030.819: 17,030.819 3.000 55,435 41,075 55,655; 36.500 679.326 300,050 366.900 12,378 282.722.
2027; 213.955,018 17.030.819' 17.030.819 3.000 55,435 41,486 69,804! 36.500 679.330 309,900 369.200 230 282,951
2028, 218,234,118 17,371,4361 17,371,436 3000 56.544 41,901 84.2471 36.500 693.058 308,350 370,800 13,908 296.859.
2029, 218.234.118 17,371,436: 17,371,438 3.000 58.544 42,320 98,470! 36.500 693.062 318.100 376,700 262 297.122'.
2030; 222,598,801 17,718.885! 17,718,865 2.000 36.450 42.743 94.1771 36.500 707.048 312.450 361.550 13.045 310.168•
20311 222598,801 17,718.8851 17,718,865 2.000 38.450 ' 43.171 89,458; 38.500 707.021 318.100 390.350 (1,429) 308.739..
2032. 227.050.777 18,073,2421 18,073,242 2.000 39.219 43.603 85,072, 36.500 721.335 322350 382,750 16.235 324.974:
20331 227,050,777 18,073.242, 18,073,242 2.000 39.219 44.039 80.253: 38.500 721.358 325,200 394,800 1.358 326.332:
2034; 231.591.792 18,434.707! 18.434,707 2.000 40,003 44,479 75.7771 39.500 735.917 328.650 395.100 14.167 340.499
2035! 231,591,792 18,434.707; 18,434,707 2.000 40,003 44,924 70,8561 36.500 735,914 331.700 404,350 11381 340.363
2038: 238.223.828 18,803,401' 18,803,401 2.000 40,803 45,373 66,26T 38.500 750,755 0 735.850 13,905 354,288.
1 2037, 234223,626 18,803.401' 18,603.401 2000 40.803 45,827 61.253' 36.500 750.771 749,850 921 355,189.
2038; 240.948.101 19,179,489! 19,179,489 2.000 41,014 48,285 56,021' 35.500 765,955 749,000 16,955 372.144
2039 240,948,101 19,179.469: 19.179,489 0.000 580221 0.000 0 372,144;
2040: 245.787.063 19.583.0581 19,583,058 4 56.022'1 0 372.144
2041: 245,767.083 19.563.058; 19.563.058 ` 56.0221 0 372.144'
__ 2042:_ 250,682.404 19,954,319; 19.954,319 ' 58.0221 0 372,144
_
_ _608 ___ 19,954,3191 0 19,954,319 1,708.660 1,652,838 56,022 21.264,594 8,902,500 11.989.950 372.144 372.144.
(1)General Fund Mel Revenues-Property Tex•Specific Ownership Tax•Developer Advances'County Treasurer Fees
(21 General Fund Expense-Operating Expenses•Rpaymenl of Developer Advances
131 Debt Service Fund Net Revenues-Properly Tex 4 Speci is Ownership Tex•Development Fess.Cepitahced Interest.Debt Reserve+Interest Income•County Treasurer Fees
i I I I I I I I I I I I I I I I I ) 1
'The N9s Menage6tw DistdCI 23
I Alternative A
!Yodels Bab Bends
!Flow of funds Smeary •
-- Conardd _ I Platbd I Developed Land I General Fund 0881 Service Fwd _
Total Tone Operation end Debt
1 Spun Cumulative Aaseesd Value 01 Fluted Celmlmie Assume Value 0 Cumulative Minimum Net Net Cumulative Stake Net Swim 2005 Sales 2008 Repay Dev Annual Cumulative
Yea Feet Market Valve 29%12yr Lap) 1 Spam Feel Market Value 29%12 yrta9) Assessed Value 809 Levy Revenues hymn Cash Available Mil Levy Revenues Debt Service Debt Sonic. Advances Cash Available Cash Available'
' 2004 0.000 20,000 20,000 01 0.000 0 0 0
2005! 0 0 0 3.000 20.000 20,000 01 37.000 0 0 0
20061 I 0 0 0 3.000 20.000 20.000 01 37.000 780.101 0 780,101 780.10:
2007. 248,223 2482230 0 3.000 20.000 20.000 0! 37.000 10.443 183370 11729271 607.174.
' 20081 246.223 4,824.480 0 3.000 30.000 30.000 01 37.000 7,415 183.472 0 1170,0571 431.117.
20091 714.047 714.04 3.000 30.300 30,300 01 37.000 1,382.168 183.374 0 1.196.794 1.829.911'
• 2010.! 255,163 30.458,890 1285.183) 1.442.374 1,442.37 3.000 30,803 30.803 01 37.000 343.795 183.374 319,975 1159,5531 1,470,358
2011' 227.283 26.628.826 1 1227.2031 1.442,374 1,442.37 3.000 30.909 30.909 01 37.000 303.123 183.374 319.981 1200.2321 1.270,126',
20121 32.880.442 8.833.0791 702,249 9,535.32 3.000 31,218 31.210 0' 37.000 403.778 185.486 286.618 150.2551 1.219.871'.
2013' 57,237.438 16,598.857! 0 18,598,85 3.000 54,029 54,029 OI 37.000 689.656 210,325 333,347 146.184 1.366.055,
• 201% 58.382,187 18,930,8341 16,93%834 3.000 65.110 55.111 101 37.000 705.613 218,150 396,159 763,12 621.8221 744,234,
2015' 58.382187 16.930.834' 18.930.834 3.000 55,110 55.109 0j 37.000 894.653 220.510 348.281 125.96 1 744.234'1.
2016.1 59.548.631 17.289.404 17.268.451 3.000 56,212 58,213 101 37.000 708.325 222678 355.233 130.41 61 744,234!
•
. 20171 59.549.831 17.289.451! 17,269,451 3.009 56,212 58.212 01 37.000 708.357 224.513 351.567 132.27 0 744.234
20181 60.740.827 17,814.8401 17.614,640 3.000 57.338 57,337 10I 37.000 722238 231.144 357.959 133.13 111 744,234
• 2019; 80.740.827 17.814.8401 17.614.840 3.000 57.336 57.336 0, 37.000 722.288 227,322 358.885 136.08 1 744.234
2020' 61.955.844 17,967.1371 17.967.137 3.000 58.183 58,484 61 37.000 738.470 233.518 384.640 139.31 III 744.234
2021! 61,955.844 17,967,137! 17,867,137 3.000 58.483 58,483 l0 37.000 736.456 234.182 364.770 137.52 1 744,234:
2022' 63.184.757 18326.480: 18,328,480 3.000 59.653 59.652 0 37.000 750.952 239.598 369.729 141.62 61 744.234
• 2023 63,194,757 18.326.480 18,326,480 3.000 59.853 59,653 6 37.000 750.875 239.570 374,210 137,09 6I 744,234!
2024 84.458,852 18,683,009! 18.893.009 3.000 6%848 80,845 0' 37.000 785.892 244.327 378,288 143.07 0 744.234
2025 64.458852 18.803.009' 18.893.009 3.000 60.848 80.848 1131 37.000 785.732 243,543 376.751 145.43 0 744,234
2028 85.747.825 19.086.888 19.088989 3.000 82.063 82.082 01 37.000 780,789 247,547 385.025 148.21 101 744,234
• 2027 65.747,825 19.066„889 19.088,869 3.000 62.063 62.062 0' 37.000 760.789 248.084 387.594 147.09 61 744,234
20211 87.062762 19.446,207 19.441.207 3.000 63.304 83.305 10I 37.000 796.078 249.400 390.728 146,95 6I 744,234
20291 67.062.782 19.148407 19.448.207 3000 83,304 63.304 ICI 37.000 796,096 252.179 395,811 148,10 1 744.234
20301 88,404,037 19.837.171 19.837.171 3.000 84.570 84,569 0, 37.000 811.753 254.511 406.683 150.56 6I 744,234
20301 88.404.037 19,037,171 19,837,171 3.000 64.570 64.570 01 37.000 811.809 258.363 401.638 153,80 0 744.234
2032 69,772111 20,233.9141 20.233.914 3.000 85.061 85.882 6I 37.000 827.733 282,745 411,369 153.61 0 744.234,
20331 69,772118 20,233,9141 20433.914 3.000 15,881 85.081 0I 37.000 827.744 2833 4 86 410,083 154.29 101 744.23 .
' 2034: 71,187.560 20,838.593. 20.630.593 3.000 67.179 87,179 0) 37.000 844.040 269,554 418,309 157,17 101 744.234,
2035 71.187.560 10,838,593. 20.638.593 3.000 17,179 67.178 0 37.000 844.096 288.019 415,523 180.15 1 744.234
2038 72,590.912 21,051.364: 21,051,364 3.000 68522 68.523 61 37.000 856.054 541.324 422.473 159.87 1267.8171 476.617,
20371 72590.812 21,051,3641 21.051.364 3.000 96.522 68,522 01 37.000 858.203 0 587,640 168.56 0 476.617;
20381 74.042730 21.4723921 21,472392 3.000 68.928 64,541 4.385! 37.000 873.097 705.056 168.03 0 475,817'
• 2039! 74.042730 21.472.392' 21.972,392 3.000 68.926 40.840 32.471 37.000 884,712 1,184.162 1319.4501 157,168:
2040' 75.523,584 21,901,838' 21.901.839 0.000 32471 0.000 0 0 157,168:
' 20411 75.523.584 21.901.8391 21,901.839 32,471 D 157.168!
_ _ 2042, 77,034,056 2233%878, 22339 876 32.471, 0 157,168,
482.448 22339,8781 0 22,33%876 1,903,190 1.870.718 32,471 24,259,299 7.181,913 12639,486 4.280.733 157,168 157,168',.
Ill Gomel Fund Na Revenues-Prepwty In•SpenNle Ownership Tn•Devebpa Advance•County Trammu l Fes
12)6netel Fund 8seense•Opening Expenses•Repayment el Deems Advance
131 Debt Service Fund Neu Revenues•Ptopeny Tn•Specific Ownership In•Devebpmml Fees•Capil.Rce Interest•001 Reserve•Interest Income•County'Nearer Fees
The Hills Metropolitan District#3
Forecasted Statement of Sources
and Uses of Cash
For the Years Ending
December 31,2004 through 2042
I W. Simmons&Associates,P. C. Certified Public Accountants
To the Petitioners of the Proposed
Hills Metropolitan District#3
Firestone,Colorado
We have compiled the accompanying forecasted statements of sources and uses of cash of the proposed Hills Metropolitan District
#3 (Exhibit II,the related projected debt service schedules(Exhibits II through IV)and the analysis of absorption and assessed
values(Exhibit V) for the years ending December 31,2004 through 2042,in accordance with standards established by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of a forecast information that is the representation of management and does not
include evaluation of the support for the assumptions underlying the forecast. We have not examined the forecast and,accordingly,
do not express an opinion or any other form of assurance on the accompanying statements or assumptions. Furthermore,there will
usually be differences between the forecasted and actual results,because events and circumstances frequently do not occur as
expected, and those differences may be material. We have no responsibility to update this report for events and circumstances
occurring after the date of this report.
v W.cntmono &Jdseociafed, PC
•
October 4,2004
9155 East Nichols Avenue.,Suite 330,Centennial,Colorado 80112-3443
Telephone(303)689-0833 Fax(303)689-0834
The Hills Metropolitan District#3
Summary of Significant Assumptions and Accounting Policies
December 31,2004 through 2042
The accompanying forecast presents,to the best of the Developer's knowledge and belief,the expected cash receipts
and disbursements for the forecast period. Accordingly, the forecast reflects its judgment as of October 4, 2004.
The assumptions disclosed herein are those that management believes are significant to the forecast. There will
usually be differences between the forecasted and actual results,because events and circumstances frequently do
not occur as expected, and those differences may be material.
The purpose of this forecast is to show the amount of funds available for the future construction of infrastructure
within the Districts by the issuance of general obligation bonds and subordinate developer advances and the
anticipated funds available for repayment of the bonds and advances.
The forecast assumes the issuance of general obligation variable rate debt secured by an irrevocable bank letter of
credit.
Note 1: Ad Valorem Taxes
The primary source of revenue for the District will be the collection of ad valorem taxes. Commercial
property is forecasted to be assessed at 29%of market values. Market values for 492,446 square feet of
commercial property is estimated to value S 100.00 per square foot as of 2003. Platted lots and finished land
are forecasted at 55.00 and 510.00 per square foot respectively.Market values are forecasted to inflate at
2%per year. All property is assumed to inflate at 2%biennially commencing in 2008.Exhibit V details the
forecasted absorption,market values and related assessed values.
Property is assumed to be assessed annually as of January 1st. Property included in this forecast is assumed
to be assessed on the January 1"subsequent to completion. The forecast recognizes the related property
taxes as revenue in the subsequent year.
The County Treasurer currently charges a 1.5%fee for the collection of property taxes. These charges are
reflected in the accompanying forecast as tax collection fees.
The forecast assumes that Specific Ownership Taxes collected on motor vehicle registrations will be 10%
of property taxes collected.
The mill levy imposed by the District is proposed to equal 3.000 mills for operations and 37.000 mills for
debt service for a total mill levy of 40.000 mills (adjusted for changes in the ratio of assessed values to
market values). .
The Hills Metropolitan District#3
Summary of Significant Assumptions and Accounting Policies
December 31,2004 through 2042
Note 2: Interest Income
Interest income is assumed to be earned at 3.0%per annum. Interest income is based on the year's beginning
cash balance and an estimate of the timing of the receipt of revenues and the outflow of disbursements
during the course of the year.
Nate 3: Bond Assumptions
The District proposes the issuance of variable rate general obligation bonds totaling$9,375,000 in 2006 and
_ 2009.The bonds will have a maturity of 30 years from the date of issuance. Both series are proposed to
carry a coupon rate of 4.0%with letter of credit fee of 1%declining to.5%when the ratio of outstanding
debt to the assessed valuation of the District is 40%or less and an annual re-marketing fee of.25%. Exhibits
II and III reflect the proposed repayment schedule of these bonds. The Bonds are anticipated to be secured
by a limited mill levy not to exceed 50.000 mills(adjusted for changes in the ratio of assessed values to
market values). The following table reflects the proposed sources and uses of funds for each bond issue.
Series 2006 Series 2009
Sources:
Bond Proceeds $3,400,000 $5,975,000
Uses:
Issuance costs 157,383 264,430
Reserve Fund 267,617 476,617
Capitalized expenses - 499,067 - 848,853
Available for improvements 2,475,933 4,385,100
or developer advances
$3,400,000 $5,975,000
The District also intends to issue$4,695,394 of subordinate developer owned bonds or loans in 2006. The
proceeds will be available to fund District improvements. The bonds or loans carry an estimated coupon rate
of 8%(the actual rate will be the indexed rate permitted by the Service Plan)for 30 years and it is forecasted
that the District will repay the bonds or loans from a portion of the proceeds of the above described Series
2009 Bonds and other available revenues not required for the Series 2006 and 2009 bonds. Exhibit IV
reflects the forecasted repayment of the principal and interest on the subordinate bonds or loans.
The Hills Metropolitan District#3
Summary of Significant Assumptions and Accounting Policies
December 31,2004 through 2042
Note 4: Development Fees
The District anticipates imposing a development fee of $1.00 per square foot of developed commercial
property. The forecast estimates that*492,446 of development fees will he collected from 2010 through
2011. It is anticipated that the development fees will be restricted for the payment of principal and interest
on the bonds.
Note 5: District Improvements
_ Construction costs for district improvements are forecasted to total $2,752,470 and are forecasted to be
paid in 2007.
In addition,the District is forecasted to pay 30% of the cost of regional improvements incurred by other
districts as follows:
The Hills Metropolitan District#1 •30%or*6,346,433 in 2006
The Hills Metropolitan District#2-30%or 53,329,858 in 2006
A portion of the construction casts amounting to 55,257,948 are forecasted not to be supported by bonds
or developer advances. It is forecasted that this amount will be contributed to the District by the developer.
Note 6: Operating and Administrative Expenses
Administrative eapeuSliS for legal,accounting,audit,management and insurance are forecasted at$20,000
per year until 2008 when the costs are forecasted at$30,000 per year. Inflation is provided for operating
and administrative expenses at 1%per year commencing in 2009. Operating expenses incurred prior to the
collection of ad-valorem taxes are expected to be funded by developer advances totaling $190,279. The
forecast reflects that$665,896 will be available for the repayment of advances commencing in 2012 through
2037. Developer advances are assumed to accrue interest at 8%per annum. Any amounts not repaid within
30 years shall be discharged.
I
i ► I I I 1 1 I I 1 1 I I 1 1 I I I 1
The Hills Metropolitan District#3
Forecasted Seeress nd Uses of Cesh
For the Years Ended December 31.2004 through 2042
Intdt 2004 2805 ME 2001 2009 20O 2010. 2211 2012 2013
General Fund
Beginning cash evadable 0 0 0 0 0 0 0 0 0 0 0
Revenues
Property taxes 1,580.501 0 0 - 0 0 0 2.142 4,327 4,327 28,806 49,797
Specific ownership taxes 158,050 0 0 0 0 0 214 433 433 2,861 4,980
Developer advances 190,279 20,000 20.000 20,000 20,000 30,000 27,978 25.908 26,214 181
1,928,830 20,000 20,000 20,000 20,000 30,000 30,332 30,668 30,974 31,648 54,776
Expenditures
County treasurer lees 25,840 0 0 0 0 0 32 65 65 429 747
Repay developer advances 885,898 0 0 22,499
Operating expenses 1,204,822 20,000 20,000 20,000 20,000 30,000 30,300 30,603 30,909 31,218 31,530
1,896,358 20,000 20,000 20,000 20,000 30,000 30,332 30.668 30,974 31,647 54,776
Ending cash available 3 471 0 0 0 0 0 0 0 0 0 0
Mal levy 0.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000
L Capital Projects Fund
Beginning cash evalahle 0 0 0 0 0 0 0 0 0 0 0
Revenues
Bond proceeds 9,375,000 0 3,400,000 5,975,000
Developer advances 4.695.394 0 4,695,394
Developer contribution 5,257,434 2,504,964 2,752,470 0
Interest Income 0 0
19,327,828 0 0 10,600,358 2,752,470 0 5,975,000 0 0 0 0
Expenditures
Issuance costs 421,813 0 . 0 157,383 0 264,430
Transfer to Debt Service Fund 2,092,154 0 0 788,884 1,325,470
Reimbursement to other Districts 9.676,291 9,876,291
Repay developer edvemes 4,385,100 4,385,100
District improvements 2,752,470 0 2,752,470
19,327,828 0 0 10,600,358 2,752,470 0 5,975,000 0 0 0 0
Ending cash available 0 0 0 0 0 0 0 0 0 0 0
Exhibit I
I I I I I I I I I I 1 I I I I I I 1 I
The Hills Mamapoliten District#3
Forecasted Seems end Uses of Cash
For the Years Ended December 31,2004 through 2042
hit 2004 2005 2910 2007 7,00@ KO 201.0 2411 1012 2411
Debt Service Fend •
Beginning cashavalable 0 0 0 0 780,101 607,174 431,117 1,629,911 1,470,358 1,270,126 1,219,871
Revenues
Property taxes 19,492,840 0 0 0 26,420 53,368 53,368 352,807 614,158
Specific ownership taxes 1,949,284 0 0 0 2,642 5,337 5,337 35,281 61,416
Development fees 492,446 0 0 0 0 285.163 227,283 0 0
Transfer from Capital Project Fund 2,092,154 786,884 0 1,325,470
Interest income 524,968 13,417 10,443 7,415 28,033 20,728 17,938 20,981 23,495
24,551,892 780,101 10,443 7,415 1,382,565 344,596 303,924 409,068 899,068
Expenditures
Debt service•600ebt Series 2008 7,181,913 183,370 183,472 183,374 183,374 183,374 185,488 210,325
Debt service-6O Debt Series 2009 12,639,486 319,975 319,981 288,548 333,347
Repay developer advances 4,280,733
County treasurer fees 292,393 0 0 0 0 0 396 801 801 5,292 9,212
24,394,524 0 0 0 183,370 183,472 183,770 504,149 504,155 459,324 552,884
Ending cash available 157 168 0 0 780 101 607 174 431 117 1 829 911 1470 35B 1 270 128 1 219 871 1366 055
Mlllevy 0.000 37.000 37.000 37.000 37.000 37.000 37.000 37.000 37.000 37000
Total Mill Levy 0.000 40.000 40.000 40.000 40.000 40.000 40.000 40.000 40.000 40.000
Assessed valuation 1000's)
Beginning 0 0 0 0 0 0 0 714 1,442 1,442 9,535
Nave construction 18,558 0 0 0 0 714 714 0 8,064 7,064
Inflation(1.0%per annum) 5,784 0 14 29
Ending 22,340 0 0 0 0 0 714 L442 1,442 9,535 18 599
Exhibit I
1 I I 1 1 1 1 I I 1 I I I I I I I I I
The Hills MetropolRas District#3
Forecasted Sources end Uses of Cash
For the Years Ended December 31,2004 through 2042
2014 2015 2Q1fi 1412 2418 2419 202O 21121 2022 2022 2024 2025
L. General Fend
Beginning cosh evelleble 0 (op 0 101 0 (01 0 101 101 0 @I 0
Revenues
Property tiles 50,793 50,793 51,808 51,808 52,845 52,845 53,901 53,901 54,979 54,979 58,070 56,079
Specific ownership taxes 5,079 5,079 5,181 6,181 5,284 5,284 5,380 5,390 5,498 5,498 5,608 5,808
Developer advances
55,872 55,872 • 58,989 56,989 58,129 58,129 59,292 59,292 60,477 60,477 61,687 81,687
Expenditures
County treasurer lees 762 762 777 777 793 793 809 809 825 825 841 841
Repay developer advances 23,265 22,945 23,727 23,401 24,198 23,866 24,879 24,340 25,168 24,824 25,668 25,317
Operating expenses 31,848 32,184 32,488 32,811 33,139 33,470 33,805 34,143 34,484 34,829 35,177 35,529
55,872 55,871 58,990 58,989 58,129 58,129 59,292 59,291 60.477 60,478 61,687 61,687
Facing cash available ___..._..@ _- 0 l0( __ 0 _._ 10) . 0 (o)_ (D1 __ _ 0 10) 0 (01
Mig levy 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000
Capital Pro meta Fund
Beginning cash enable 0 0 0 0 0 0 0 0 0 0 0 0
Revenues
Bond proceeds
Developer advances •
Developer contnbution
Interest Income
0 0 0 0 - 0 0 0 0 0 0 0 0
Expenditures
Issuance costs
Transfer to Debt Service Fund
Reimbursement to ether Districts
Repay developer advances
District improvements
0 0 0 0 o o o 0 0 0 0 9
Ending cash available 0 0 0 0 0 0 0 0 0 0 0 0
Exhibit
The Hills Metropolitan District#3
Forecasted Senses end Uses of Cash
For the Years Ended December 31,2004 through 2042
2014 2015 2016 2011 2016 2019 2020 2021 2022 7.021 2024 2925
LDebt Service Fund
Beginning cash available 1,366,055 744,234 744,234 - 744,234 744,234 744,234 744,234 744,234 744,234 744,234 744,234 744,234
Revenues
Property texas 828,441 826,441 838,970 638,970 651,749 651,749 684,784 684,784 678.080 678.080 691,641 691,641
Specific ownership taxes 82,644 82,844 63,897 63,897 65,175 65,175 88,478 66,478 67,808 67,808 69,184 69,164
Development fees
Transfer from Capital Project Fund
Interest Income 25,925 14,985 15,043 15,075 15,090 15,141 15.179 15,165 15,236 15,158 15.261 15,301
715,010 704,050 717,910 717,942 732,014 732,065 746,441 746,428 761,124 761,046 776,066 776,107
Expenditures
Debt service•GO Debt Series 2008 218,150 220,510 222,678 224,5)3 231,144 227,322 233,518 234.162 239,598 239,570 244,327 243,543
Debt service.G0 Debt Series 2009 348.159 348,281 355,233 351,567 357,959 358,885 364,840 364,770 369.729 374,210 378,286 376,751
Repay developer advances 783,126 125,882 130,415 132,278 133,136 138,081 138,313 137,524 141.626 137,096 143,079 145,438
County treasurer fees 9,397 9,397 9,585 9,585 9,776 9,776 9,972 9,972 10.171 10,171 10,375 10,375
1,336.832 704,049 717,910 717,942 732,015 732,064 746,442 746,427 761,124 781,046 778,068 778,107
Ending cash available 744.234 744,234 744,234 744,234 744,234 744,234 744,234 744,234 744234 744,234 744234 7442_34
Mill levy 37000 37000 37000 37000 37000 37000 37000 37.000 37.000 37.000 37.000 37.000
Total Mill Levy 40.000 40.000 40.000 40.000 40.000 40.000 40.000 40.000 40.000 40.000 40.000 40.000
Assessed valuation 1000'*)
Beginning 16,599 16,931 16,931 17,269 17,269 17,615 17,615 17,967 17,987 16,326 18,326 18,693
New construction 0 0
Inflation 11.0%per annum) 332 339 345 352 359 367
Ending 10,931 16,931 17,269 17,269 17,615 17,815 17 967 17 967 18 328 18 326 18 893 118 693
ExNbit I
I r. I I ! I I I .6I I ) I I ) I I
The Hills Metropolitan Distdet#3
F d dUses of Cash
Far the Years Ended December 31.2004 through 2042
2025 2022 2028 2020 2030 2911 2022 2.032 2034 2035 2038 7037
G I Fund 1
Beginning cash available 101 0 0 101 MI 0 0 101 0 0 0 101
Revenues
Property texas 57,201 57,201 58,345 58,345 58,512 59,512 60,702 60,702 61,919 61,916 63.154 63,154
Specific ownership taxes 5,720 5,720 5,834 5,834 5,951 5,951 6,070 6,070 6,192 6,192 8,315 6,315
Developer advances
62,92; 62,921 64,179 64,179 65,483 65,463 66,772 66,772 68,107 68,107 69,470 69,470
Expenditures -
Countymaesweriees 858 856 875 875 893 893 911 911 929 929 947 947
Repay developer advances 26,178 25,819 26,699 26,332 27,228 26,855 27,770 27,388 28,321 27,932 28,884 28,487
Operating expenses 35,884 36,243 36,606 36,972 37,341 37,715 38,092 38,473 38,658 39,246 39,639 40,035
62,920 62,920 64,180 64,179 65,482 65,483 66,773 66,771 68,107 68,107 89,470 69,469
Ending cash available 0 0 1O>_ I0l 0 0 101 0 0 0 101 0
Mill levy 3.Q00 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000 3.000
Ca ital Pro sets Fond
Beginning cash available 0 0 0 0 0 0 0 0 0 0 0 0
Revenues
Bond proceeds
Developer advances
Developer contribution
Interest Income
0 0 0 0 0 0 0 0 0 0 0 0
Expenditures
Issuance costs
Transfer to Debt Service Fund
Reimbursement to other Districts
Repay developer advances
District improvements
0 0 0 0 0 0 0 0 0 0 0 0
Ending cash available 0 0 0 0 0 0 0 0 0 0 0 0
Exhibit I
I ) I I y I ) I ) I I l I T. I I I I
•
The Hills Metropolitan District#3
Forecasted Sowns end Uses of Cash
For the Years Ended December 31,2004 through 2042
2016 2022 2022 202E 2036 2021 2032 2033 2014 2035 2036 2021
Debt Service Fund
Beginning cash available 744,234 744,234 744,234 744,234 744,234 744,234 744,234 744,234 744,234 744,234 744,234 476,617
Revenues
Property taxes 705,474 705,474 719,584 719,584 733,975 733,975 748,855 748,655 763,628 763,628 778,900 778,900
Specific ownership IBM 70,547 70,547 71,958 71,958 73,398 73,398 74,885 74.865 76,363 78,363 77.890 77,890
Development fees
Transfer from Capital Project Fund •
Interest income 15,349 15,330 15,327 15,347 15,390 15.445 15,442 15,454 15,503 15,560 10,947 11.098
791,371 791,352 808,870 806,889 822,762 822,818 838,963 838,974 855,494 855,550 867,738 867,887
Expenditures
Debt service'GO Debt Series 2006 247,547 246,084 249,400 252,179 254,511 256,383 262,745 263,386 268,554 288,019 541,324
Debt service-GO Debt Series 2009 385,025 387,594 399,726 395,811 406,683 401,638 411,369 410,063 418.309 415,623 422,473 687,640
Repay developer advances 148,218 147,092 146,951 148,106 150,560 153,808 153,819 154,296 157,178 160,454 159,875 168.563
County treasurer fess 10,582 10,582 10,794 10,794 11,010 11,010 11,230 11,230 11,454 11,454 11,684 11,684
791,371 791,352 806,870 808,889 822,783 822,818 838,962 838,974 855,494 855,550 1,135,355 867,887
Ending cash available 744234 744234 744,234 744.234 744.234 744,234 744,234 744.234 744.234 744,234 476,617 476.617
Mil levy 37.000 37.000 37.000 37.000 37.000 37.000 37.000 37.000 37.000 37.000 37.000 37.000
Total Min Levy 40.000 40.000 40.000 40.000 40.000 40.000 40.000 40.000 40.000 40.000 40.000 40.000
Assessed valuation 1000's)
Beginning 18,693 19,067 19,067 19,448 19,448 19,837 19,837 20,234 20,234 20,639 20,639 . 21,051
New construction 0 0 0 0 0 0 0 0 0
Inflation 11.0%per annum) 374 381 389 397 405 413
Ending 19067 19,067 19,448 19448 19,837 19,837 20,234 20234 20639 20,639 21051 21051
Exhibit I
I I, I I I I G I I I I } I 1 I f' l 1
The Bills Metropolitan District 13
Forecasted Sources and Uses of Cash
for the Years Ended December 31,2004 through 2042
1919 2019 2040 1041 2042
G IFond
Beginning cash evaaable 0 4,385 32,471 32,471 32,471
Revenues
Property taxes 64,417 64,417 0 0 0 '
Specific ownership taxes 6,442 6,442 0 0 0
Developer advances
70,859 70,859 0 0 0
Expenditures
County treasurer fees 1,933 1,933 0 0 0
Repay developer advances 24,106
Operating expenses 40.435 40,840
66,474 42,772 0 0 0
Ending cash available 4,385 32,471 32,471 32,471 32,471
Min levy 3.000 3.000 0.000 0.000 0.000
CaphelPro acts Fund j
Beginning cash available 0 0 0 0 0
Revenues
Bond proceeds
Developer advances
Developer contribution
Interest Income
0 0 0 0 0
Expenditures
Issuance casts
Transfer to Debt Service Fund
Reimbursement to other Districts
Repay developer advances
District improvements
0 0 0 0 0
Ending cash available 0 0 0 0 0
Exhibit I
l 1 I I I I I 4I
i } 1 l f I C l 1
The Hills Metropolitan District 13
Forecasted Sources end Uses of Cash
For the Years Ended December 31,2004 through 2042
2038 2039 2044 2041 2042
L Debt Service Fund 1
Beginning cash available 476,817 416617 157,168 157.168 157,168
Revenues
Property taxes 794,478 794,478 0 0
Specific ownership taxes 79,448 79,448 0 0
Development fees
Transfer from Capital Project Fund
Interest income 11,087 2,703
885,014 878,629 0 0 0
Expendtwes
Debt service'GO Debt Series 2008
Debt service'GO Debt Series 2009 705,058 1,184,162
Repay developer advances 168,039
County treasurer fees 11,917 11,917
885,014 1,198,079 0 0 0
Endng cash available 476,617 157,168 157,188 157 1688 157,168
Mill levy 37.000 37.000
Total MW Levy 40.000 40.000 0.000 0.000 0.000
Assessed valuation 1000'5)
Beginning 21,051 21,472 21,472 21,902 21,902
New construction 0 0 0 0 0
Inflation(1.0%per annum) 421 429 438
Ending 21,472 21,472 21,902 21,902 22,340
Exhibit I
The Hills Metropolitan District 03
Schedule of General Obligation Debt•Series 2006
For the Yens Faded December 31.2005 to 2035
Letter of Credit Remarketing Rating& Annual Dim
tear basal Cam lemma fees Etas Truths Fees 7410 3,400.1%0
2007 4.00% 68,000 17,884 3.400000
2007 68,000 17.996 8,500 3,000 183.370 3.400,000
2008 68.000 17,986 3,400,000
2008 68,000 17,986 8,500 3.000 153,472 3,400,000
2009 68.000 17,888 3,400,000
2009 4.00% 68,000 17,986 8.500 3,000 183,374 3,400.000
---. 2010 68.000 17,886 3,400.000
2010 4.00% 68.000 17,986 8,500 3.000 183.374 3,400,000
2011 68.000 17,888 3,400.000
2011 4.00% 88,000 17,986 8.500 33100 183,374 3,400,000
2011 88.000 8,993 3,400.000
2012 0 4.00% 06,000 8,993 8.500 3,000 185,486 3,40000
2013 68,000 8.944 3.400,000
2013 45,000 4.00% 68.000 8,993 8.388 3.000 210.325 3,355,000
2014 67.100 8,826 3555.000
2014 55,000 4.00% 57,100 8,874 8,250 3,000 218,150 3500.00
J.. 2015 66.000 8.681 3,300,000
2015 60,000 4.00% 66,000 8,729 8,100 3,000 220,510 3.240.060
2016 64.800 8,570 3.240.0
2016 65,000 4.00% 84,800 8,570 7,938 3,000 222,678 3,175,000
2017 63,500 8.352 3,175.00
� 2017 70.000 4.00% 63,500 0398 7,763 3,000 224,513 3,105,000
2018 62,100 8,168 3,105.00
2018 80.000 4.00% 62.100 8,213 7,553 3,000 231,144 3.025.00
2019 60,500 7,958 3,025,000
2019 80.000 4.00% 50,500 8.001 7563 3,000 227,322 2,940000
2020 58.900 7,790 2,845.00
2020 90.000 4.00% 58.00 7.790 7,138 3.000 233,518 2,855,000
2021 57.100 7.510 2,855,000
2021 95,000 4.00% 57,100 7.552 6,900 3,000 734,162 2.760.000
2022 55,200 7.260 2.760.000
2022 105,000 4.00% 55.200 7,300 6,638 3,000 239,598 2,855,000
2023 53.100 6,984 2.655.00
2023 110,000 4.00% 53,100 7,023 6.383 3,000 239.570 7.545.000
2024 50,900 6,732 2.545,00
2024 120.000 4.00% 50,900 8.732 6,063 3,000 244527 2.425400
2025 48,500 6,379 2,425,000
`W. 2025 125,000 4.00% 48,500 6,414 5,750 3,000 243,543 2,300000
2026 46,000 5,050 2,300000
2026 135,000 4.00% 46.000 8.084 5,413 3.000 247,547 2,165.000
2027 43,300 5.695 2,165.00
2027 140,000 4.00% 43,300 5.726 5,063 3,000 246,084 2,025,000
2028 40,500 5.356 2.025000
2028 150,000 4.00% 40,500 5,356 4,658 3,000 249.400 1.75.000
2029 37,500 4,932 1.875.00
2029 160.000 4.00% 37,500 4,959 4,288 3,000 252,179 1,715000
2030 34,300 4.512 1.715,000
--. 2030 170,000 4.00% 34,300 4,536 3,863 3,000 254,511 1.545000
2031 30800 4.064 7,545,000
2031 180,000 4.00% 30,900 4,086 3,413 3.000 256,383 1,365,000
2032 27,300 3.810 1.365000
2032 195,000 4.01E 27,300 3,610 2,925 3,000 262,745 1,170000
- 2033 23,400 3.078 1,170,000
2033 205,000 4.00% 23.400 3,095 2,413 3,000 263,386 965,000
2034 19,300 2,539 965.000
2034 220.000 4.00% 19,300 2,552 1.863 3,000 268,554 745,000
2035 14,900 1,960 745,000
L.._ 2035 230,000 4.00% 14,900 1,971 1.288 3,000 268,019 515,000
2036 10,300 1,362 515,000
2036 515,000 4.00% 10,300 1,362 0 3,000 541524 0
3,400,000 3 022.800 488,688 180,425 90.00 7,181,913
Sources:
Bold Proceeds 3.400.000
Uses:
Issuance costs 157,383
..._' Debt Service Reserve 267.617
Ceptalned interest and expenses 499,067
Reinhmvmnt to of m Msacts 2,475,933
3.400.000
Wilt 11
V
The Hills Metropolitan District 43
Schedule el General Ohlpdan Oebt•Series 2009
— For The Years Ended December 31,2009 to 2039
Miler of Credit Remarketing Rating& Annual
Ins Po®cnal Loam lotlmi fon fin 1mslr Frt ES 5.975.000
2010 119,500 31,429 5.975,000
-- 2010 4.00% 119,500 31,608 14,938 3.000 319,975 5,975,000
2011 119,500 31,435 5,975,000
2011 4.00% 119.500 31,608 14,938 3,000 319,981 5,975,000
2012 119,500 15.804 5,975.000
2012 4.00% 119,500 15,804 14,938 3.000 288,546 5,975,000
2013 119,500 15,718 5,975,000
2013 45.000 4.00% 119,500 15.804 14,825 3,000 333,347 5,930,000
2014 118,600 15,599 5,930,000
2014 60.000 4.00% 119,600 15.685 14,675 3.000 346,159 5,870,000
2015 117,400 15.442 5,870.000
„` 2015 65.000 4.00% 117.400 15,526 14,513 3.000 348,281 5.805,000
2016 116,100 15,354 5,805.000
2016 75.000 4.00% 116.100 15.354 14,325 3,000 355,233 5,730,000
2017 114,600 15,073 5,730000
2017 75,000 4.00% 114,600 15,156 14.138 3,000 351,567 5,655000
2018 113.100 14,876 50550110
2018 85,000 400% 113,100 14,958 13,925 3.000 357.959 5.570.000
2019 111.400 14,652 5670000
2019 90,000 4.00% 111,400 14,733 13,700 3,000 358,885 5,480,000
2020 109.500 14,495 5,480000
2020 100.000 4.00% 109,800 14,495 13.450 3.000 384,840 5.380.000
2021 107000 14,152 5.380,000
2021 105.000 4.00% 107,600 14,230 13,188 3.000 364.770 5.275.000
2022 105,500 13.876 5.275.000
2022 115,000 4.00% 105.500 13.953 12.900 3.000 369,729 5,160,000
2023 103,200 13.514 5.180,000
.-
2023 125.000 4.00% 103,200 13.648 12.588 3.000 374.210 5.035,000
2024 100,70D 13.318 5..0315,000
2024 135.000 4.00% 100,700 13.318 12,250 3,000 378.286 4,900000
2025 98,000 12.890 4,900000
2025 140,000 4.00% 98,000 12961 11,900 3,000 378,751 4,7811000
2026 95,200 12,522 4,760.000
2028 155.000 4.00% 95.200 12,590 11,513 3.000 385,025 4005,000
2027 92.100 12,114 4,05,000
2027 185.000 4.00% 92.10 12,180 11,100 3,000 387,594 4,440,000
2028 88,800 11,744 4,440.000
- 2028 185.00 4.00% 88,800 11,744 10,638 3,00 399.726 4255,00
2029 85,100 11,193 4.255000
2029 190,00 400% 85,100 11,255 10.163 3.000 395,811 4,065000
2030 81,30 10.693 406500
2030 210,000 4.00% 81.300 10,752 9.638 3.000 408,683 3055000
-- 2031 77,10 10,141 3055000
2031 215000 4.00% 77.100 10,197 9,100 3,000 401.638 3.840.000
2032 72,80 9,828 3.64500
2032 235000 4.00% 72.800 9,828 8.513 300 411,389 3,05.00
2033 68,100 8.057 1405,06
... 2033 245.000 4.1%1% 88,100 9,06 7,90 100 410,03 1190,000
2034 63,200 8.313 3.18000
2034 285,000 4.00% 83.200 8,358 7,238 3,00 418,309 2.885,000
2035 57,900 7,818 188500
2035 275000 4.00% 57,900 7,857 8,550 3.000 415,623 2.820,000
2036 52.40 6030 2020,000
-
2036 295.000 4.00% 52,40 6,930 5,813 3,00 422.473 2.35,00
2037 46,50 6.116 2,325,000
2037 575,00 4.00% 48,500 8149 4375 3000 687,640 1,756.00
2038 35,000 404 1,750,000
2038 620,00 4.00% 35,00 4829 2025 3,000 705,058 1,13800
2039 22,800 2973 1,13800
2039 1.130,00 4.00% 22,600 2089 0 3,000 1,184,182 0
5th 975,00 5,483,80 784,136 326,550 9000 1638488
" Sauces:
Send Proceeds 5.975W]
Uses:
Issuance MIS 264,930
"' Debt Service Resent 475617
Cei te8rod interest and menses 848.853
Repay bvelaper advances 4.385.100
5.975.000
&Mit Ill
r
r
The Hills Metropolitan District#3
Analysis of Developer Owned Subordinate Debt
8.00% Repayments Outstanding
P•.•
Year Advance interest Principal interest Total Principal Interest
0 0
2004 0 0 0 0 0
2005 0 0 0 0 0 0 0
2006 4,695,394 0 0 0 0 4,695,394 0
- 2007 0 375,632 0 0 0 4,695,394 375,632
2008 0 405,682 0 0 0 4,695,394 781,314
2009 0 438,137 3,165,650 1,219,450 4,385,100 1,529,745 0
- 2010 122,380 0 0 0 1,529,745 122,380
2011 132,170 0 0 0 1,529,745 254,550
2012 142,744 0 0 0 1,529,745 397,293
2013 154,163 0 0 0 1,529,745 551,456
-
2014 166,496 45,174 717,952 763,126 1,484,571 0
2015 118,766 7,096 118,766 125,862 1,477,474 0
2016 118,198 12,217 118,198 130,415 1,465,257 0
2017 117,221 15,057 117,221 132,278 1,450,200 0
2018 116,016 17,120 116,016 133,136 1,433,080 0
2019 114,646 21,435 114,646 136,081 1,411,645 0
- 2020 112,932 25,381 112,932 138,313 1,386,264 0
2021 110,901 26,623 110,901 137,524 1,359,641 0
2022 108,771 32,855 108,771 141,626 1,326,787 0
2023 106,143 30,953 106,143 137,096 1,295,833 0
2024 103,667 39,412 103,667 143,079 1,256,421 0
2025 100,514 44,924 100,514 145,438 1,211,497 0
2026 96,920 51,298 96,920 148,218 1,160,199 0
- 2027 92,816 54,276 92,816 147,092 1,105,922 0
2028 88,474 58,477 88,474 146,951 1,047,445 0
2029 83,796 64,310 83,796 148,106 983,135 0
2030 78,651 71,909 78,651 150,560 911,226 0
2031 72,898 80,910 72,898 153,808 830,316 0
2032 66,425 87,194 66,425 153,619 743,122 0
2033 59,450 94,846 59,450 154,296 648,276 0
_
2034 51,862 105,316 51,862 157,178 542,960 0
2035 43,437 117,017 43,437 160,454 425,942 0
2036 34,075 125,800 34,075 159,875 300,143 0
- 2037 24,011 144,552 24,011 168,563 155,591 0
2038 12,447 155,591 12,447 168,039 0 0
4,695,394 3,970,438 4,695,394 3,970,438 8,665,833
Advances repaid from Capital Project Fund 4,385,100
Advances repaid from Debt Service Fund 4,280,733
8,665,833
Exhibit IV
I I 1. 1. I I ) I 1 1 1 1 1 1 I t I I I
The Dills Metropolitan District 43
Forecasted Schedules of Absorption,Market Values and Assessed Values
For the Years Ended December 31,2004 through 2013
L Schedule of Absorption
Property description Equivalent 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Total
Commercial(Square feet) 100.00% 0 0 265,183 227,283 492,446
Platted 0
Finished Lend 248,223 246,223 1265,163) 1227,2831 0
492446
L Schedule of Development Fees
Property description Fee 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Total
1 0 0 0 0 0 0 265,163 227,283 0 0 492,446
0 0 0 0 0 0 265,163 227,283 0 0 492,446
Schedule of Market Values
Property description Market Velue 2004 2005 2008 2007 2008 2009 2010 2011 2012 2013 Total
Commercial(Square feet) 100.00 0 0 0 0 0 0 30,458,894 26,629.826 0 0 57,088,720
Platted 5.00 0 0 0 0 0 0 0
Finished Land 10.00 0 0 0 2,462,230 2,462,230 0 (2,651,630) (2,272,8301 0 0
Totals 0 0 0 2,482,230 2,462,230 0 27,807284 24,356996 0 0 4,924,460
t. Schedule of Assessed Valuation
Market Ratio 2004 2005 2006 2007 2008 2009 2010 20(1 2012 2013 Total
Residential WA 0
Commercial 29% 0 0 0 714,047 714,047 0 8,064,106 7,083,529 0 0 16,555,729
Totals 0 0 0 714,047 714,047 0 8,084,106 7,063,529 0 0 16,555,729
Cumulative 0 0 0 714.047 1.428,093 1.428.093 9.492.200 18.555 729 16,555 729 16.555,729
Collection Yr 2006 2007 2008 2009 2010 2011 20t2 2013 2014 2015
Exhibit V
I I associates, inc.
'market research nlaiminn landscape archkeclrree rat feaslhiity I valuation
June 30,2004
Mr.Clint Blum
BGZ Development, LLC
4401 W.Mineral Ave.
Littleton,Colorado 80128
Dear Mr. Blum:
THK has been requested to provide an updated review of absorption schedules for your service plan for
the Hill Metropolitan Districts No. 1, No. 2, and No. 3 for the Saddleback Hills Lake and Conservancy
property in Firestone,Colorado. District No. 1 is proposed to contain 772 single-family detached units,
District No. 2 will accommodate 420 single-family units and 228 tawnhome/condominium units, and -
District No.3 is planned for 32.3-acres,492,446 square feet,of retall/commerdal development to support
the community. District 4 which will contain 388 single-family units is no longer part of the service plan. In
total, 1,420 residential units are proposed for the Hill Metropolitan District. The 761.5-acre total area site
• (induding District 4)8es adjacent and directly east of the new Saddleback Golf Club. The major proposed
roadway in the vehicular drculation framework is:
. Major arterial, stretching between Saddleback Golf Club and Saddleback Hills Lake and
Conservancy.
• Additionally,a 12-mile hildng/biking trail system is under construction and the Saddleback Hills Lake
and Conservancy will provide an additional five miles to this trail system.
•
The area surrounding the subject site is very active with residential development especially in the
communities of Damno, Erie, and Frederick. Stimulated by the 125 and recently completed E-
- .. 470/Northwest Parkway access, the significant commercial development of Preble Creek,community
amenities such as the Saddleback Golf Club, and the St. Vraln River, the area is very attractive to
homebuyers of all price ranges.
The Saddleback Hills Lake and Conservancy property, Hill Metropolitan District only, Is currently being
planned for up to 1,420 residential units, induding 1,192 single-family detached units and 228
townhome/condominium units. For the purposes of this estimate,we have assumed that there will be
1,420 units actually built on the property.
In order to confirm your pridng and absorption projections,THK surveyed several residential subdivisions
that are active in the immediate area of the Saddleback Hills Lake and Conservancy property. The
subdivisions reviewed for single-family detached product were: Booth Farms,College, County Fields,
County Meadows,Countryside,Elms at Meadowville,Ute Creek,Fox Meadow,Golden Bear,Grandview,
Idaho Creek, Meadowvale, Mill Village, Monarch Estates, Mountain Shadows,Northridge,Oak Meadows,
Pleasant Valley,Quail Crossing,Quail Ridge,Rinn Valley Ranch,Sagebrush,Savanah,Sharpe Farms,Ute
_ Creek, St.Vrain Ranch,Summit view Estates,Sundail,and Vista Ridge. The key findings are as follows
(detailed in the appendix of this letter):
Mr.Clint Blum
June 30, 2004
Page Two
SINGLE FAMILY
Average Project Size = 131 units
Typical Lot Size = 7,974 sq.ft.
Price Range = $143,995 to$639,760
Average Price Range = $266,588-$334,024
Average Home Size Range = 1,762 sq.ft.to 2,715 sq.ft.
Monthly Sales Pace Range = 1.17 units(Northridge)to
45.32 units(Vista Ridge)
Average Monthly Sales Pace = 6.64 units
ATTACHED(Townhome/Condo)
Average Project Size = 69 units
Typical Lot Ste = 2,688 sq.ft.
Price Range = $137,900 to$235,000
Average Price Range = $164,449-$193,087
Average Home Size Range = 1,218 sq.ft.to 1,556 sq.ft.
Monthly Sales Pace Range = 0.43(Mill Village)to
8.39 units(Vista Ridge)
Average Monthly Sales Pace = 3.13 units
With this amount of residential activity,the commercial uses will be supportable as the community reaches
maturity. We would suggest that the 32.3-acre,492,446 square foot retail/commercial center is need to
support the residential portion of the community.
It has been reported that a portion of District 1 lots are under contract to builders.
Based on the activity at other projects and the reported contracts for District 1 and 2,THK would suggest
that the reported absorption rates for Districts 1,2,and 3 are reasonable.
Estimated absorption of the 1,420-unit Saddleback Hills Lake and Conservancy community(Districts 1,2
— and 3)is as follows:
Product 2444 20Q 20O 7007 244!$ TOTAL
Single-Family 0 275 274 325 318 1,192
Townhome/Condo — 75 100 53 0 228
Total 0 350 374 378 318 1,420
If you have any questions or require further assistance,please do not hesitate to contact us.
Sincerely,
E.Peter Eli,Jr.
Principal 11 n a ¢nriata' Inc-
,
APPENDIX
5
•
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M
9 Ranee
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9NM limps
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lod0aM6yaMC0.0 5291.995 4292- 4)10
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1014 Ote 6 WS CR13
192amed--
4
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M11 Home
BOOTH 9119(4/6a1900aO919WL 1tlNlNLYSNE I Sill
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— . IOnaiM 403866453 Wes)-Me
6 Cant Maim$HSo Snip) Taal41 337 310 9/12/1911 W 1204.300 6144500 960 1,41134:J 61.e•I196 98461
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•
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alWeft tos
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County Rd.23 County Rd.14
US 110123
. 20�d. 6 H. Trtlm ll 59 11 94/2002 620 $266950- 1297,950 1,572- 5055
US.Hone
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—
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1 -leewnne $
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11023111 WA M.A 105501104 PM
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- 2910m11Me0e/11I14WPIw iTIYl0.M 45 45 51/2000 135 $99,900 $26(90 143 1.937
03.9 Ilead 31.1413 Wet
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t00020849.DOC¢(1 _ .
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EXHIBIT.1
Underwriter's Letter
Li
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{00020849AOC rl)
Kirkpatrick Pettis
A Mutual of Omaha Company
September 16,2004
Town of Firestone
— 151 Grant Ave.
Firestone, Colorado 80520
RE: Proposed The Hills Metropolitan District No. 3
To Whom It May Concern:
As part of the service plan approval process, you have asked about the relationship between the
investment bankers and the proposed The Hills Metropolitan District No. 3. We are engaged
with the petitioners of the proposed Districts as described by the attached Letter of Intent. We
have the intention of serving as underwriters for the Districts' voter authorized debt once
sufficient credit support can be identified based on assessed value or guarantees provided by the
landowners. One of the structures represented in the financing plan involves non-rated bonds
sold to a third party, which we believe will be marketable based on the growth assumptions also
included in this plan and the square footage of permits expected at the time of issuance. In this
example, the debt would be sold to institutional investors.
You also requested an explanation of the level of credit risk associated with the types of
financing we are considering for these Districts. As with most start-up special Districts, these
Districts expect to market bonds to third parties to raise capital for infrastructure before the entire
project is complete. The level of risk taken by a bondholder and the interest rate required for the
financing will decrease as development occurs. Our recent special district underwritings vary
from bonds sold at 8% with land in the Districts sold to commercial builders and no buildings
constructed to-refunding bonds issued with most of the buildings constructed at interest rates of
5% with "AAA" rated insurance. In the case of"AAA" rated, insured bonds, the underlying
Districts generally have debt/AV ratios of 50%or less.
Because the financing in these Districts is intended to pay for public infrastructure, we issue
bonds as close to the time the infrastructure is needed as possible. While this does increase the
bondholders' risk, the bondholders understand that risk and are compensated in the interest rate
on the bonds. With regard to the Town's risk, we know of no example where a Municipality was
implicated in a special district default and see no legal argument for such implication.
In the process of underwriting bonds for a non-rated commercial metropolitan district, one key
criteria is the level of building or commercial construction activity. Methods of evaluating such
activity include contracts for sale of land in the District to builders, closing of land in the District
to builders, leasing activity,building permits and certificates of occupancy. Per input from Town
staff and based on previously approved Districts in Firestone, this Service Plan includes a
1600Broadway,Suite 1100*Denver,CO 80202-4922*303-764-5737*303-764-5768*800-942-7557
FM 303-764-5770*Home Office: 10250 Regency Circle,Suite 400*Omaha,NE 68114*800-776-5777
Member NASD&SIPC*asham@koso.comtbishooekoso.com
"Development Threshold" for issuance of non-rated debt based on building permits in the
District.
We hope this letter helps to clarify the financing alternative represented in the financing plan and
the current market for special district bonds. Please call if you have any questions or require
further clarification.
Sincerely,
S Sh P
First Vice Presi ent
Kirkpatrick Pettis
A Mutual of Omaha Company
KIRKpalRICK Pin us
A Mutual of Omaha Company Investments Since 1923
— May 31,2002
Petitioners for"The Hills Metropolitan District Nos. I -3"
c/o Clint Blum
BGZ Development,LLC
4401 W. Mineral Avenue
Littleton, CO 80128
RE: Letter of Intent—Proposed "The Hills Metropolitan District Nos. 1 -3"
Dear Petitioners:
The Petitioners are in the process of organizing the proposed "The Hills Metropolitan .
District Nos. 1 -3"(the"Districts"). Once the Districts are organized it is anticipated that
the Districts will authorize and issue improvement and/or refunding bonds (the "Bonds")
pursuant to voter-approved election questions. The Petitioners desire to state their
intention to have the Districts engage the services of Kirkpatrick Pettis regarding the sale
of those bonds. This letter confirms the basis upon which we intend to submit an offer to
purchase the Bonds from the Districts after they are organized.
Section 1. Arrangements Before Sale. There are several arrangements, which must be
— made before any sale of bonds can occur. These arrangements include, but are not
limited to:
Developing a Plan of Finance. In concert with bond counsel and the Districts'
management, Kirkpatrick Pettis will prepare a plan of expected development, future
capital improvements, revenues, expenses, and debt repayment. Once such a plan is
prepared and approved by the Board of Directors of the Districts, various debt structures
can be analyzed within the plan to determine what will work best for the Districts.
Structuring. Once a financing structure has been selected by the Boards, the terms of
the debt(such as the sources of payment, the nature of the security,maturity schedule,the
rights of redemption prior to maturity, etc.) must be determined, taking into account both
the interests of the Districts and the expectations of investors.
Legal CounseL Legal counsel will be selected and engaged by the Districts to prepare
the legal proceedings necessary to authorize the debt, to_assist in the preparation of
disclosure documents necessary to sell the securities, and to render certain approving
1600 BROADWAY.SUITE 1100•DENVER.CO 30202-1922•303.764-6000•600-942-7557•FAX 303-764-6002
HOME OFFICE 10230 REGENCY CIRCLE.SUITE 400•OMAHA.NE 63114•800-776.9777
Member NASD&SIPC•www.kihna ickpenis.cnm
Proposed"The yips MetropolitanPistrict Nos. 1-3"
Page 2 of 4
opinions when the securities are delivered. All fees and expenses of legal counsel
selected hereunder shall be paid only from the proceeds derived upon sale of the Bonds.
Ratings. The ratings which may be obtained for the bonds are likely to have a significant
— effect on the rates of interest at which the bonds can be sold. If it is determined to be in
the Districts' best interest to obtain these ratings, Kirkpatrick Pettis will assist the
Districts in preparing and submitting applications to the rating agencies along with
detailed information about the Districts,the debt and any credit enhancement
Credit Enhancement By providing investors with a guarantee of timely payments on
the debt,for even a limited time period, the purchase of credit enhancement can produce a
net reduction in financing costs. Kirkpatrick Pettis will assist the Districts in
investigating the availability of bond insurance, letters of credit or other forms of credit
— enhancement and assist the Districts in determining the cost effectiveness of these
products.
•
Disclosure to Investors. In connection with the issuance of bonds by the Districts and
the sale and delivery of securities to ultimate investors, material information about the
Districts and the transaction must be compiled in a disclosure document for distribution
to prospective purchasers. As set forth above under Legal Counsel, the Districts will
engage the services of counsel to assist in the preparation of such disclosure documents
• and advise the Districts and Underwriter about sales practices, regulatory requirements,
— and security matters. If disclosure counsel is engaged as the Districts' counsel,
Kirkpatrick Pettis,will expect to receive the benefit of their 10(b)-5 opinion as well.
In contemplation of submitting an offer to underwrite the bonds, we will assist the
Districts in making these arrangements. By accepting this letter and accepting our
assistance in making these arrangements, the Districts will not incur any obligation .
except to pay from the Bond proceeds the expenses as provided in Sections 4 and 6 of
this letter. Our active participation in making these arrangements should not and cannot
be construed by the Districts as a promise to underwrite the bonds or as an assurance that
the bonds can be sold.
Section 2. Underwriting. At such time as the arrangements for the sale of the securities
have been successfully completed, it is our intention to submit for consideration by the
Boards our offer to underwrite the bonds. Our offer will be submitted in the form of a
bond purchase agreement and will set forth terms of the purchase such as the rates of
interest, the amount of any original issue premium or discount, our underwriting
compensation(not to exceed 2 percent of the principal amount of the bonds), and the date
— and conditions for delivery of the bonds. Until the Districts accept our offer,there will be
no obligation for this firm to purchase the bonds from the Districts. In consideration for
our work performed pursuant to Section 1, above, it is the Petitioners intent to cause the
Proposed"The Hills Metropolitan District Nos. 1-3"
Page of
Districts to agree that they will not consider other underwriting proposals unless
Kirkpatrick Pettis has first declined to underwrite the transaction on terms and conditions
acceptable to the District.
Section 3. Remarketing. In the event that the Districts issue bonds that are remarketed
within their term, the Districts will have to engage a remarketing agent qualified to
remarket the bonds on each remarketing date. If an underwriting agreement is reached
between Kirkpatrick Pettis and the District, Kirkpatrick Pettis will submit an offer to
serve as remarketing agent to the District for compensation not to exceed .25 percent of
the amount of bonds annually remarketed. In further consideration for our work
performed pursuant to Section 1, above,it is the Petitioners intent to cause the Districts to
agree that as long as Kirkpatrick Pettis is the lead underwriter, it will provide Kirkpatrick
Pettis with the option to submit a proposal to act as remarketing agent and that they will
not consider other proposals to act as remarketing agent unless and until the Kirkpatrick
Pettis proposal for remarketing has been rejected.
Section 4. Payment of Expenses. Expenses will be incurred to make the arrangements
— for the sale of the bonds before their delivery and the receipt of proceeds by the Districts
but such expenses will not be obligations of the District unless advance authorization has
been obtained from the Districts. All of the expenses incurred in connection with the
authorization, sale,and delivery of the bonds, including rating application, letter of credit
fees and related expenses, insurance premiums, bond, disclosure and underwriter's
counsel and our out-of-pocket expenses for any travel outside of Colorado shall be paid
— only from the proceeds derived upon sale of the Bonds.
Section 5. Not an Offer to Buy. This letter of intent is not an offer to purchase or a
guarantee that we will make an offer to purchase the Districts' bonds in the future. Our
offer to purchase, if made, will only be made by a bond purchase agreement prepared by
— our counsel and reviewed by the Districts and their counsel after the successful
• conclusion of the pre-sale arrangements described in Section 1 and the completion of
other preliminary matters. This letter serves to summarize the steps we hope will lead to
an underwriting of bonds at a future date at which time both Kirkpatrick Pettis and the
Districts will incur and assume additional obligations as set forth in the bond purchase
agreement.
Section 6. Private Placement of Debt. If the Districts determine that a private
placement of debt to developer or other parties would be in its best interest, it is the
Petitioners intent to cause the Districts to agree that they will ntili7e the services of
Kirkpatrick Pettis as an advisor for a fee not to exceed 1%of the debt distributed.
Proposed"The Hills Metropolitan District Nos. 1-3"
Page of
Section 7. Term of Letter Agreement This letter agreement shall remain in full force
and effect until such time as the Petitioners notify Kirkpatrick Pettis in writing of their
intent to terminate this letter agreement, provided that any such action or notice shall
provide no less than 30 days notice of such termination. Kirkpatrick Pettis may resign as
investment banker to the Districts by providing written notification with no less than 30
days notice to the Petitioners.
_ Section 8. Acceptance. The Petitioners or other authorized officers of the developer
may indicate their desire to proceed with the delivery of these investment banking
services upon the basis set forth in this letter by executing one copy of this letter and
returning it to us.
Respectfully submitted,
Kirkpatrick,Pettis,Smith,Pollan Inc.
'3 -1
Thomas R.Bishop Sa&ue11R. Si
Senior Vice President Vice President
ACCEPTED thii3A_ day of May 2002.
BGZ Development,LLC
Oaat41 w4 \`tiYVmi‘*A—
Authorized Officer
McGEADY SISNEROS, P. C.
ATTORNEYS AT LAW
1675 BROADWAY,SUITE 2100
DENVER,COLORADO 80202
TELEPHONE:13031 592-43130
FACSIM ILE:13031 592-43135
— MARYANN M.McGEADY SPECIAL COUNSEL
DARLENE SISNEROS
MARY JO DOUGHERTY KENNETH M.KOPROWICZ
MEGAN BECHER
VALERIE D.BROMLEY
KATHRYN S.KANDA
— JACQUELINE C.MURPHY
GEORGE M.ROWLEY
September 16,2004
Town of Firestone, Colorado
P.O. Box 100
Firestone, CO 80520
Re: Organization of The Hills Metropolitan District No. 3
This firm has acted as counsel to Saddleback Hills Lake&Conservancy Limited
Liability Company, the Developer, which is the District organizer, and Petitioners in connection
with the organization of The Hills Metropolitan District No. 3 (the"District"). Pursuant to the
requirements of Section V.J. of the Service Plan for the District, this letter confirms that the
petition for organization of the District, filed with the Town on September 16, 2004,the Service
Plan for the District, as approved on September 16,2004,by the Town of Firestone, and the
notice,hearing and other procedures in connection with the approval of the Service Plan have
met the requirements of the Special District Act,Article I of Title 32, C.R.S.,and that the
— provisions of the Service Plan,including,without limitation,provisions as to the District's debt,
fees and other revenue sources, are consistent with applicable-provisions of Titles 11 and 32,
C.R.S., and other applicable law.
Very truly yours,
ISNEROS,P.C.
Darlene i•• -ros
(00026267.DOC v1} .
EXHIBIT L
Developer's Indemnity Letter
and
District's Indemnity Letter
September 13,2004
Town of Firestone
P.O.Box 100
Firestone,Colorado 80520
Re: The Hills Metropolitan District No.3
Ladies and Gentlemen:
This Indemnity Letter(the"Indemnity Letter")is delivered by the undersigned,
Saddleback Hills Lake and Conservancy#2 LLC ("Saddleback"),in order to induce the Town of
Firestone(the"Town")to approve the Service Plan,including all amendments heretofore or
hereafter made thereto(the"Service Plan")for The Hills Metropolitan District No. 3 (the
"District"). In consideration of the Town's approval of the Service Plan,Saddleback, for and on
-- behalf of itself and its transferees,successors and assigns,represents,warrants,covenants and
agrees to and for the benefit of the Town as follows:
1. Saddleback hereby waives and releases any present or future claims it might have
against the Town or the Town's elected or appointed officers,employees, agents or contractors in
any manner related to or connected with the Service Plan or any action or omission with respect
thereto. Saddleback further hereby agrees to indemnify and hold harmless the Town and the
Town's elected and appointed officers,employees,agents and contractors, from and against any
and all liabilities resulting from any and all claims,demands,suits,actions or other proceedings
of whatsoever kind or nature made or brought by any third party,including attorneys'fees and
expenses and court costs,which directly or indirectly or purportedly arise out of or are in any
manner related to or connected with any of the following:(a)the Service Plan or any document
or instrument contained or referred to therein;or(b)the formation of the District or any actions
or omissions of Saddleback,the District,the Town or any other person or entity in connection
with the District,including,without limitation,any bonds or other financial obligations of the
District or any offering documents or other disclosures made in connection therewith.
Saddleback further agrees to investigate,handle,respond to,and to provide defense for and
defend against,or at the Town's option,to pay the attorneys'fees and expenses for counsel of the
Town's choice for any such liabilities,claims,demands,suits,actions,or other proceedings. It is
understood and agreed that the Town does not waive or intend to waive the monetary limits
(presently$150,000 per person and$600,000 per occurrence)or any other rights, immunities,
and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101,et
seq.,C.R.S.,as from time to time amended,or otherwise available to the Town,its officers or its
employees.
(00020s49.DOC v:l1
2. Saddleback hereby consents to the Town Disclaimer Statement contained in
Exhibit N to the Service Plan; acknowledges the Town's right to modify the Town Disclaimer
Statement,and waives and releases the Town from any claims Saddleback might have based on
or relating to the use of or any statements made or to be made in such Town Disclaimer
Statement(including any modifications thereto).
3. Saddleback hereby represents and warrants to the Town that it and its principals
and controlled affiliates will be, if and when they acquire Developer Bonds(as defined in the
Service Plan),accredited investors.
4. Saddleback believes and represents that,once the commencement of builder
activity is demonstrated by the issuance of building permits as described in Section V.B(2)(b)of
the Service Plan,there is a reasonable likelihood that projected future development will occur
and will result in levels of assessed valuation sufficient to support such Unrated Non-Developer
Bonds(as well as all other debt contemplated for the District),as shown in Exhibit H to the
Service Plan.
5. Saddleback believes and represents that the assumptions,projections and forecasts
contained in the District's Financial Plan are reasonable.
6. It is understood and agreed,and Saddleback hereby expressly acknowledges,that
the Town, in acting to approve the Service Plan,has relied upon the provisions of this Indemnity
Letter.
7. This Indemnity Letter has been duly authorized and executed on behalf of
Saddleback Hills Lake and Conservancy#2 LLC.
Very truly yours,
SADDLEBACK HILLS LAKE AND
CONS RVANCY#2 LLC
By: fin//
{00020849.DOC v:1}
Form of District's Indemnity Letter
[Date]
Town of Firestone
P.O. Box 100
Firestone, Colorado 80520
Re: The Hills Metropolitan District No. 3
Ladies and Gentlemen:
— This Indemnity Letter(the"Indemnity Letter") is delivered by The Hills Metropolitan
District No. 3 (the"District")in order to comply with the Service Plan, including all
amendments heretofore or hereafter made thereto (the"Service Plan"). In consideration of the
Town's approval of the Service Plan, the District, for and on behalf of itself and its transferees,
successors and assigns,represents,warrants,covenants and agrees to and for the benefit of the
Town as follows:
1. The District hereby waives and releases any present or future claims it
might have against the Town or the Town's elected or appointed officers, employees, agents or
contractors in any manner related to or connected with the Service Plan or any action or omission
with respect thereto. To the fullest extent permitted by law, the District hereby agrees to
indemnify and hold harmless the Town and the Town's elected and appointed officers,
employees, agents and contractors, from and against any and all liabilities resulting from any and
all claims, demands, suits, actions or other proceedings of whatsoever kind or nature made or
brought by any third party, including attorneys' fees and expenses and court costs,which directly
or indirectly or purportedly arise out of or are in any manner related to or connected with any of
the following: (a)the Service Plan or any document or instrument contained or referred to
therein; or(b) the formation of the District or any actions or omissions of the District,the Town,
Saddleback Hills Lake&Conservancy#2, LLC("Saddleback Hills") or any other person or
entity in connection with the District, including, without limitation,any bonds or other financial
obligations of the District or any offering documents or other disclosures made in connection
therewith. The District further agrees to investigate,handle,respond to, and to provide defense
for and defend against, or at the Town's option,to pay the attorneys' fees and expenses for
counsel of the Town's choice for,any such liabilities,claims,demands, suits,actions or other
_ proceedings. It is understood and agreed that neither the District nor the Town waives or intends
to waive the monetary limits(presently$150,000 per person and$600,000 per occurrence)or
any other rights, immunities,and protections provided by the Colorado Governmental Immunity
Act, Section 24-10-101, et seq.,C.R.S.,as from time to time amended, or otherwise available to
the Town, the District, its officers or its employees.
2. The District hereby consents to the Town Disclaimer Statement contained
in Exhibit N to the Service Plan, agrees that the District will include such Town Disclaimer
Statement or any modified or substitute Town Disclaimer Statement hereafter furnished by the
Town to the District in all offering materials used in connection with any bonds or other financial
(00020849.DOC v:I}
obligations of the District(or, if no offering materials are used,the Town Disclaimer Statement
will be given by the District to any prospective purchaser of any bonds or other financial
obligations of the District); and waives and releases the Town from any claims the District might
have based on or relating to the use of or any statements made or to be made in such Town
Disclaimer Statement(including any modifications thereto).
3. It is understood and agreed, and the District hereby expressly
acknowledges,that the Town,in acting to approve the Service Plan, has relied upon the
provisions of this Indemnity Letter.
4. This Indemnity Letter has been duly authorized and executed on behalf of
the District.
Very truly yours,
THE HILLS METROPOLITAN
DISTRICT NO. 3
By:
Its:
(00020849.DOC v:I)
•
EXHIBIT M
Disclosure Notice
THE HILLS METROPOLITAN DISTRICT NO.3
Weld County, Colorado
DISCLOSURE STATEMENT
Pursuant to Section XI of the Service Plan of
The Hills Metropolitan District No. 3
DISTRICT ORGANIZATION:
The Hills Metropolitan District No. 3(the"District"), Weld County, Colorado, is
a quasi-municipal corporation and political subdivision of the State of Colorado duly organized
and existing as a metropolitan district pursuant to Title 32, Colorado Revised Statutes. The
District was declared organized and an existing metropolitan district on
,pursuant to an Order and Decree Organizing District and
Issuance of Certificates of Election for The Hills Metropolitan District No. 3 issued in the
District Court of Weld County,Colorado. The Order and Decree was recorded in the records of
the Weld County Clerk and Recorder on at Reception No.
The District is located entirely in Weld County. The legal description of the
property forming the boundaries of the District is described in Exhibit A.
DISTRICT PURPOSE:
The District was organized for the purpose of serving as a"financing only"
district to finance street,water,safety protection, and park and recreation facilities,all in
accordance with its Service Plan approved by the Town of Firestone. When completed,
improvements shall be dedicated to the Town of Firestone, or its designees, including,but not
limited to, Central Weld County Water District, Carbon Valley Park&Recreation District, or
other non-profit or governmental entities, all for the use and benefit of residents and taxpayers,
except that certain improvements,upon the consent and direction of the Town of Firestone,may
be maintained by the District or a Homeowners'Association formed for the Saddleback Hills
subdivision. The District's Service Plan is available from the District c/o McGeady Sisneros,
P.C., 1675 Broadway, Suite 2100,Denver, CO 80202,Attention: Darlene Sisneros, and is also
on file and available for review at the Office of the Town Clerk,Town of Firestone, 151 Grant
Avenue,Firestone,CO 80520.
TAX LEVY INFORMATION:
The primary source of revenue for the District is ad valorem property taxes.
Property taxes are determined annually by the District's Board of Directors and set by the Board
of County Commissioners for Weld County as to rate or levy based upon the assessed valuation
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of the property within the District. The levy is expressed in terms of mills. A mill is 1/1,000 of
the assessed valuation, and a levy of a one mill equals$1 of tax for each$1,000 of assessed
value. The financial forecast for the Districts(as set forth in its Service Plans) assumes that the
District will be able to set its tax levy at forty(40) mills for debt service,warranty maintenance
and administration purposes. Except for certain adjustments permitted by the Service Plans to
compensate for legally required changes in residential valuation ratios, the District may not
impose a mill levy in excess of fifty(50) mills("Limited Debt Service Mill Levy")for debt and
three(3.0)mills for operations and warranty maintenance. Districts taxes are collected as part of
the property tax bill from Weld County for debt service and for District administration and its
warranty maintenance activities.
THE HILLS METROPOLITAN DISTRICT NO. 3
By:
President
•
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STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
The foregoing instrument was acknowledged before me on this day of
,200_,by as the
of The Hills Metropolitan District No. 3.
WITNESS MY HAND AND OFFICIAL SEAL.
Notary Public
My commission expires:
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EXHIBIT N
Form of Town Disclaimer
— TOWN OF FIRESTONE, COLORADO- DISCLAIMER STATEMENT
As a requirement imposed in its formation process, The Hills Metropolitan
— District No. 3 (the"District") is obligated to the Town of Firestone (the"Town") to include this
disclaimer statement in all offering materials used in connection with any bonds or other
financial obligations of the District (or, if no offering materials are used,to give this disclaimer
statement to any prospective purchaser investor or lender in connection with any such bonds or
other financial obligations of the District). The date of this disclaimer statement is
The Town has not reviewed or participated in the preparation of any offering
materials or any other disclosure documentation relating to any bonds or financial obligations of
the District or any other materials to which this Disclaimer Statement is appended. Other than
this Disclaimer Statement,no other statement of any kind is authorized to be made by or on
behalf of the Town in any offering materials or any other disclosure documentation relating to
— any bonds or other financial obligations of the District.
The Town and the District are separate legal entities. The Town is not a party to
_ and is not obligated with respect to any borrowings, financings,bonds or other financial
obligations of the District. As a statutory requirement for the formation of the District,the Town
approved Service Plan containing financial and other information furnished by the District's
organizers. The Town's approval of the Service Plan was based upon such information furnished
by the District's organizers,without independent investigation by the Town. The District's
Service Plan was prepared in 2004 and not in connection with the offering of any bonds or other
financial obligations. The Town's approval of the District's Service Plan should not be relied
— upon by prospective purchasers, investors or lenders in evaluating the investment quality of the
District's bonds or other financial obligations. The Service Plan and related agreements do not
impose upon the Town and duties to, nor confer any rights against the Town upon, any
purchasers,investors, lenders,bondholders or other third parties. By purchasing or otherwise
accepting any bond or other financial obligation of the District,the owner or holder thereof
waives and releases any then existing or future claim against the Town or the Town's elected or
— appointed officers,employees, agents or contractors in any manner related to or connected with
the District's Service Plan or any action or omission with respect thereto.
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EXHIBIT 0
Form of Town IGA
INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE TOWN OF FIRESTONE,COLORADO
AND
THE HILLS METROPOLITAN DISTRICT NOS. 1, 2 AND 3
THIS INTERGOVERNMENTAL AGREEMENT ("Agreement")is made and entered
into as of this day of -, 200_,by and between the TOWN OF
FIRESTONE, a municipal corporation of the State of Colorado (the"Town"), THE HILLS
METROPOLITAN DISTRICT NO. 1 ("District No. 1"), THE HILLS METROPOLITAN
DISTRICT NO. 2 ("District No. 2"), and THE HILLS METROPOLITAN DISTRICT NO. 3
("District No. 3"), all quasi-municipal corporations and political subdivisions of the State of
Colorado (collectively, District No. 1, District No. 2, and District No. 3 are referred to herein as
the"Districts").
RECITALS
WHEREAS, the Districts were organized to finance, design, construct and install certain
facilities, and to exercise certain powers, all as are more specifically set forth in each of the
Districts'Service Plans dated , and approved by the Town on
,by Resolution No. (collectively,the"Service
Plans"); and
WHEREAS, the Service Plans make reference to and require the execution of an
intergovernmental agreement between the Town and the Districts; and
WHEREAS, the Town and the Districts have determined it to be in the best interests of
their respective taxpayers, residents and property owners to enter into this Agreement;
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NOW, THEREFORE, for and in consideration of the covenants and mutual agreements
herein contained, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
COVENANTS AND AGREEMENTS
1. Application of Local Laws. The Districts each hereby acknowledge that the
property within their boundaries shall be subject to all ordinances, rules and regulations of the
Town, including,without limitation, ordinances, rules and regulations relating to zoning,
subdividing,building and land use,and to all related Town land use policies, master plans,
related plans, and intergovernmental agreements.
2. Nature of Districts. The Districts agree that they are organized for the purpose of
financing certain public improvements within the Saddleback Hills Lake & Conservancy
development(the"Development,"as further defined in the Service Plans), and that the Districts'
purposes,powers, facilities and activities are to be limited and governed by their respective
Service Plans. The Districts are not intended to and shall not provide service outside their
boundaries (except as specifically permitted in the Service Plans). Further, the Districts are not
intended to and shall not exist perpetually,but instead shall be dissolved in accordance with their
respective Service Plans and State law. The Districts shall fully comply with all provisions,
requirements, restrictions and limitations of their Service Plans. The Districts shall comply with
the requirements of Section 32-1-107(3), C.R.S.
3. Change of Boundaries. The Districts agree that any inclusion of properties
within, or any exclusion of any properties from, their respective boundaries shall constitute a
material modification of the applicable Service Plans; and any purported inclusion or exclusion
that has not been approved by the Town pursuant to the procedures applicable to a material
modification of the Service Plans shall be void and of no effect.
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4. Town Approval Requirements; Review of District Submittals. The Districts agree
that any Town approval requirements contained in the Service Plans (including, without
limitation, any Service Plan provisions requiring that any change, request, action, event or
occurrence be treated as a Service Plan amendment proposal or be deemed a"material
modification"of the Service Plan) shall remain in full force and effect, and such Town approval
shall continue to be required,notwithstanding any future change in law modifying or repealing
any statutory provision concerning service plans, amendments thereof or modifications thereto.
Each District agrees to reimburse the Town for all administrative and consultant costs incurred
— by the Town for any Town review of reports,plans, submittals,proposed modifications or
requests for administrative approval, or other materials or requests provided to the Town by the
District pursuant to the District's applicable Service Plan, state law, or the Firestone Municipal
Code. The Town may require a deposit of such estimated costs.
5. Ownership of Improvements. The parties agree that the Districts shall serve as
"financing only"districts and shall not be permitted to undertake ownership,operation or
maintenance of public improvements, facilities or services except as specifically set forth in the
Service Plans.
6. Consolidation. The Districts shall not file a request with the district court to
consolidate with another district without the prior written approval of the Town.
7. Dissolution. The Districts agree that they shall take all action necessary to
dissolve as provided in Section VIII of the Districts' Service Plans, and in accordance with such
Service Plan and State law.
8. Notice of Meetings. The Districts agree that they shall each submit a copy of the
written notice of every regular meeting, special meeting, and work session of their respective
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District's Board of Directors to the Office of the Firestone Town Administrator, by mail,
facsimile or hand delivery, to be received at least three(3) days prior to such meeting. The
Districts each agree that they shall also each, respectively, submit a complete copy of meeting
packet materials for any such meetings to the Office of the Firestone Town Administrator,by
mail, facsimile or hand delivery, to be received at least one(1) day prior to any such meetings.
9. Annual Report. The Districts shall each, respectively,be responsible for
submitting an annual report to the Town pursuant to and including the information set forth in
Section VII of each of the Service Plans.
10. Payments to Town for Public Improvements. Except as otherwise expressly
provided in Section V.G.2 of the Service Plans,the Districts will pay to the Town for deposit
into the Town's capital improvements fund twenty-three percent(23%) of the Districts' total net
bond proceeds derived from the issuance of Non-Developer Bonds. Such amounts shall be paid
to the Town immediately upon issuance and delivery of each such series of Non-Developer
Bonds which, according to Exhibit H, is anticipated to occur in 2005 and 2008. The funds so
paid to the Town may be used by the Town to finance any street,park or recreation capital
improvement, or other capital improvement(either within or outside the boundaries of the
District),which improvements the District would otherwise be empowered to construct,i.e.,
streets, street lighting, traffic safety controls, water, sanitary sewer,landscaping, storm drainage
or park and recreation improvements and facilities, any of which improvement shall be of benefit
to the Town and Districts as determined by the Board of Trustees.
By executing this Agreement,the Town expressly agrees that if the Developer and/or the
Districts fund the construction of or construct the Saddleback Park Improvements in accordance
with the Phasing Plan, Concept Plan and other applicable provisions of the Park Agreement and
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the Service Plans, then the Certified Construction Costs (as defined below) related to
construction of the Saddleback Park Improvements shall be applied as a credit toward the
Districts' satisfaction of the revenue sharing obligations set forth herein and in the Town IGA,
and the provision set forth above regarding revenue-sharing amounts being paid to the Town
upon issuance and delivery of each series of Non-Developer Bonds shall be inapplicable to the
extent of such credit.
At least sixty(60) days prior to Hills No. 3's issuance of any Non-Developer Bonds,the
Districts shall provide the Town with documentation regarding the total costs incurred by the
Developer and/or the Districts for construction of the Saddleback Park Improvements, including
but not limited to architecture and design, engineering, legal fees. construction management fees,
permit fees, surveying expenses, and labor and materials construction costs ("Certified
Construction Costs"). Such documentation shall include an independent engineer's certification
of the construction costs and the District's certification that such documents and costs incurred
are true and accurate. The Certified Construction Costs shall exclude costs for construction of
any local or collector streets abutting Saddleback Park(currently denoted as Saddleback Circle
and Garland Street on the Concept Plan). The Certified Construction Costs may include utility
costs only for those utilities that directly serve Saddleback Park. In the event that the Certified
Construction Costs are equal to or exceed 23% of the aggregate net proceeds (after deduction of
reasonable amounts for capitalized interest,reserve funds and issuance costs) of the Districts'
Non-Developer Bonds previously issued and to be issued as certified by the Districts' Financial
Advisor("Aggregate Net Non-Developer Proceeds"),the Districts shall be deemed to be in full
compliance with the above-described Town regional improvement revenue sharing obligation
and the Town shall not be entitled nor shall it seek additional participation from the Districts for
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regional improvements pursuant to such obligation unless otherwise provided by mutual written
agreement among the Districts and the Town. In no event shall the calculation of Aggregate Net
Non-Developer Proceeds include Developer Bonds or Refunding Bonds. Alternatively, in the
event that the Certified Construction Costs are less than 23% of the Aggregate Net Non-
Developer Proceeds, then, as provided in this Agreement and the Hills No. 3 Service Plan,Hills
No. 3 shall pay the Town an amount equal to the difference between such 23%of Aggregate Net
Non-Developer Proceeds and the Certified Construction Costs from the proceeds of its first
series of Non-Developer Bonds,or, if agreed by the Town, from its first and second series of
Non-Developer Bonds on a pro-rata basis.
Although the Developer and Districts anticipate that Non-Developer Bonds will be issued
to fund construction of Improvements or the acquisition of Improvements from the Developer,
they acknowledge the possibility that the Developer or a successor or assignee thereof may elect
to fully fund the Improvements and retain ownership of Developer Bonds for more than five
years thereby delaying the issuance of Non-Developer Bonds. In the event that the Districts have
not issued Non-Developer Bonds by the date that is one (1) year after completion and the Town's
conditional acceptance of Saddleback Park Improvements,the Districts acknowledge that the
Developer is obligated pursuant to the Park Agreement to submit the Certified Construction
Costs to the Town and to pay the Town the amount, if any, resulting from deducting the Certified
Construction Costs from 23% of the aggregate net proceeds of all Developer Bonds issued by
any of the Districts,which shall be calculated by deducting the reasonable issuance costs from
the principal amount of all Developer Bonds issued by the Districts,which net amount shall be
certified to the Town by the Districts' Financial Advisor.
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11. Federal Tax Law Requirements. The Town recognizes that the tax-exempt status
of the Districts' Non-Developer Bonds is dependent upon the investment and the expenditure of
the proceeds of the Non-Developer Bonds satisfying requirements of applicable provisions of
Federal tax law and agrees that the Town will not invest or expend any monies paid to the Town
pursuant to Section 10 above in a manner that causes interest on the Non-Developer Bonds to be
or become included in gross income for Federal income tax purposes. In particular, the Town
agrees with respect to funds of which it is the recipient pursuant to Section 10 of this Agreement
that it will comply with the following requirements (unless the Town provides to the issuing
— District the opinion of nationally recognized bond counsel reasonably acceptable to the issuing
District that failure to comply with any such requirement will not adversely affect the exemption
from Federal income taxation of interest on the Non-Developer Bonds):
(a) The Town will not invest such funds at a yield which exceeds the yield of
the respective Non-Developer Bonds with respect to which such funds have been paid to the
Town. The issuing District shall provide to the Town calculations of yield for such bonds on
which the Town may rely. For purposes of satisfying this requirement, the Town agrees to invest
such funds in investments acquired for not more than their"fair market value"(within the
meaning of Section 1.148-5 of the Treasury Regulations).
(b) The Town will segregate funds received pursuant to Section 10 hereof
from other funds of the Town,record all investments and expenditures of such funds, and
provide records of such investment and expenditures to the appropriate District upon request.
(c) Funds received by the Town pursuant to Section 10 hereof will be
expended on capital expenditures for Federal tax purposes and the Town shall not apply any such
funds, directly or indirectly, to the payment of debt service on any other obligations of the Town.
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Property financed with funds received by the Town pursuant to Section 10 hereof shall be owned
by or on behalf of the Town for so long as any Non-Developer Bonds with respect to which such
funds have been paid to the Town remain outstanding.
(d) No proceeds of Non-Developer Bonds with respect to which funds have
been paid to the Town pursuant to Section 10 hereof will be used by the Town for any"private
business use"(within the meaning of Section 141 of the Internal Revenue Code),nor will any
such funds be loaned by the Town to any other person.
(e) The provisions of this Section 11 are intended tote for the benefit of the
bondholders of the Non-Developer Bonds with respect to which funds have been paid to the
Town pursuant to Section 10 hereof as if such bondholders were parties to this Agreement.
Should the Internal Revenue Service ever examine such Non-Developer Bonds,the Town agrees
to cooperate with the applicable District and will provide to the applicable District such records
and information as may assist the District in the examination process, and the applicable District
will advance or reimburse the Town's reasonable expenses in connection with such examination
process.
12. Allocation of Financing Proceeds. Funds received by the Town pursuant to
Section 10 hereof may be used by the Town to finance public improvements the Districts would
otherwise be empowered to construct, i.e., street,water,safety protection,and park and
recreation facilities and services.
The Districts acknowledge and agree that the provisions of this Agreement and of the
Service Plans for revenue sharing payments to the Town are material considerations in,and
conditions of,the Town's approval of the Districts' Service Plans,and that the Town has relied
thereon in approving the Districts' Service Plans.
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The Districts specifically agree that the provisions of this Agreement and of the their
respective Service Plans shall run in favor of and shall be enforceable by the Town. The
Districts represent and warrant that they have obtained all voter authorizations necessary to
implement such provisions of this Agreement and the Service Plans, and that they will exercise
their powers in accordance with and in furtherance of such provisions.
13. Entire Agreement of the Parties. This Agreement, together with the Service Plans
to the extent they relate to, complement or are referenced in the provision of this Agreement,
constitute the entire agreement between the parties and supersede all prior written or oral
— agreements,negotiations or representations and understandings of the parties with respect to the
subject matter contained herein.
14. Amendment. This Agreement may be amended, modified, changed or terminated
in whole or in part only by a written agreement duly authorized and executed by the parties
hereto and without amendment to the Service Plan. If a proposed amendment,modification or
change affects less than all Districts, then the written agreement regarding such amendment,
modification or change may be authorized and executed by the Town and the affected District or
Districts rather than all parties hereto.
15. Enforcement. The parties agree that this Agreement may be enforced in law or in
equity for specific performance, injunctive or other appropriate relief,including damages,as may
be available according to the laws and statutes of the State of Colorado.
16. Venue. Venue for the trial of any action arising out of any dispute hereunder shall
be in the appropriate district court of the State of Colorado pursuant to the appropriate rules of
civil procedures.
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17. Beneficiaries. Except as otherwise stated herein, this Agreement is intended to
describe the rights and responsibilities of and between the named parties and is not intended to,
and shall not be deemed to, confer any rights upon any persons or entities not named as parties.
18. Effect of Invalidity. If any portion of this Agreement is held invalid or
unenforceable for any reason by a court of competent jurisdiction as to any party or as to all
parties, such portion shall be deemed severable and its invalidity or its unenforceability shall not
cause the entire Agreement to be terminated. Further,with respect to any portion so held invalid
or unenforceable, the Districts and the Town agreed to take such actions as may be necessary to
achieve to the greatest degree possible the intent of the affected portion.
19. Assignability. Other than as specifically provided for in this Agreement,neither
the Town nor the District shall assign their rights or delegate their duties hereunder without the
prior written consent of the other parties.
20. Successors and Assigns. Subject to Section 19 hereof, this Agreement and the
rights and obligations created hereby shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
21. Definitions. All capitalized terms not defined herein shall have the meanings set
forth in the Service Plans.
THE HILLS METROPOLITAN DISTRICT NO. 1
By.
Its:
ATTEST:
By:
Secretary
t00024910.DOC v:a} 10
THE HILLS METROPOLITAN DISTRICT NO. 2
By:
Its:
ATTEST:
By:
Secretary
THE HILLS METROPOLITAN DISTRICT NO. 3
By:
Its:
ATTEST:
By:
Secretary
TOWN OF FIRESTONE
By.
Mayor
Attest:
Town Clerk
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•
EXHIBIT P
Form of District IGA
INTERGOVERNMENTAL COST SHARING AND RECOVERY AGREEMENT
THIS INTERGOVERNMENTAL COST SHARING AND RECOVERY
AGREEMENT("Agreement")is made and entered into this day of ,2004,
by and among THE HILLS METROPOLITAN DISTRICT NO 1.("District No. 1"),THE
_ HILLS METROPOLITAN DISTRICT NO.2 ("District No.2"),THE HILLS
METROPOLITAN DISTRICT NO.3 ("District No. 3)(collectively,the"Districts"),all of
which are quasi-municipal corporations and political subdivisions of the State of Colorado,
SADDLEBACK HILLS LAKE&CONSERVANCY LIMITED LIABILITY COMPANY
and SADDLEBACK HILLS LAKE AND CONSERVANCY#2 LLC(collectively,the
"Developer").
RECITALS
WHEREAS,pursuant to the Colorado Constitution,Article XIV,Section 18(2)(a),and
_ Section 29-1-203,C.R.S.,metropolitan districts may cooperate or contract with each other to
provide any function, service,or facility lawfully authorized to each,and any such contract may
provide for the sharing of costs,the imposition of taxes,and the incurring of debt;and
WHEREAS,the Districts were formed for the purpose of designing,acquiring,
constructing,installing,and maintaining certain public improvements,including street,water,
safety protection,and park and recreation facilities,to the extent permitted and as more fully
detailed in their Service Plans;and
WHEREAS,each District lies within, and was organized with the approval of,the Town
of Firestone, State of Colorado(the`Town");and
WHEREAS,the land in the Districts(the"Development")will require construction and
installation of certain regional improvements("Shared Facilities");and
WHEREAS,development within the respective Districts is not expected to proceed at
the same time. Accordingly,the Districts desire to create a flexible structure that allows any one
or more of the Districts to separately or cooperatively fund,construct and install improvements,
and to the extent that they are funded,constructed and installed by fewer than all of the benefited
Districts,to require the non-participating District to reimburse the participating or initiating
District(s)for its share of the costs of such improvements;and
WHEREAS,each of the Districts is limited and governed by its respective Service Plan
(collectively,the"Service Plans"),as approved by the Town on September 16,2004;and
WHEREAS,at an election held for the Districts on November 2,2004,in accordance
with law and pursuant to due notice,this Agreement was authorized by a majority of the
Districts'respective electorates.
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NOW,THEREFORE,in consideration of the promises and the mutual covenants
herein,the Districts agree as follows:
1. Electoral and Regulatory Approvals. The authorization for issuance of debt,
fiscal year spending,multi-fiscal year financial obligations,revenue collections and other
constitutional matters requiring voter approval for purposes of this Agreement were approved at
elections held for the Districts on November 2,2004,in accordance with law and pursuant to due
notice. To the extent additional or new voter authorization is needed to realize the intent of this
Agreement or to comply with law,the parties agree to submit the necessary questions to their
respective electorates.
The Districts anticipated at the time of preparation of this Agreement that changes or
modifications to this Agreement might be necessary to comply with regulatory requirements of
the State Securities Commission(or other regulatory body with jurisdiction)for the State of
Colorado and/or other applicable regulatory authorities.This Agreement may be modified,and
shall be deemed to be modified, as necessary to obtain the initial or continuing authorization of
any applicable regulatory authorities.
2. Shared Facilities. The Districts hereby acknowledge the shared benefits of the
Shared Facilities and agree that the costs of the Shared Facilities shall be allocated according to
the percentages set forth in the Notes to Exhibit A, attached hereto and incorporated herein by
this reference("Cost Allocation Schedule")and shall be paid for by each District in accordance
with this Agreement and the respective Project Agreement(both as defined below),if any. The
Parties acknowledge that it may be necessary for one or more Districts to proceed with the
construction and financing of all or a portion of the Shared Facilities at a point in time when the
other Districts are unable to fund their shares. It is the intention of the Districts,by entering into
this Agreement,to bind themselves concerning the funding of the Shared Facilities so that the
cost of the public improvements for the Development will be shared equitably by the users of
such improvements. In addition,there may be instances where none of the Districts has revenue
sufficient to construct and install a Project. In such an instance,the Developer may fund,
construct and install the Project and the corresponding Project Agreement(both as defined
below)may(to the extent so required by the Developer)provide that one or more of such
Districts will obligate themselves to repay moneys so advanced by the Developer by issuing
Developer Bonds,as defined in their respective Service Plans,and subject to the limitations and
conditions contained in their respective Service Plans.
3. Development Commencement and Cost Sharing
(a) Development Commencement Pursuant to Proiect Agreements. Upon a
detennination by one or more of the Districts(each an"Initiating District")that construction and
installation of all or a portion of the Shared Facilities(the"Project")is necessary to support
development within its or their boundaries,the Initiating District(s)shall commence negotiations
with the Developer,if applicable,and the other District(s)which will benefit from such Shared
Facilities as shown in the Cost Allocation Schedule,for an agreement setting forth the following:
(1)a description of the Project;(2)designation of a project manager to coordinate and oversee
the construction and installation of the Project as set forth in Section 3(bXi)below("Project
Manager"); (3)designation of an engineer to design the Project("Design Engineer");(4)each
{00013370.DOC v:4) 2
District's share of the costs of the Project;(5)a requirement that each of the benefited District(s)
not providing any of the construction funding sign a promissory note evidencing such District's
obligation to reimburse the District(s)providing construction funding of the Project its or their
respective share(s)of the costs of the Project("Promissory Note"),substantially in the form of
Exhibit B attached hereto and incorporated herein by this reference(or,alternatively,a District
may obtain funding from the Developer for its share of the Project costs and may,to the extent
so required by the Developer,commit to repay moneys so advanced by the Developer by issuing
Developer Bonds,as defined in its respective Service Plan, and subject to the limitations and
conditions contained in its respective Service Plan); and(6)a requirement that each District
providing a Promissory Note or issuing Developer Bonds also provide an opinion from
nationally recognized bond counsel that the promissory note or Developer Bonds constitute an
enforceable debt or multiple-fiscal-year obligation("Project Agreement(s)"). Each of the
Districts that is a party to a Project Agreement shall be a"Participating District."
(b) Development Commencement in the Absence of a Project Agreement. If
after thirty(30)days(or such greater number of days as is mutually agreed upon by the parties to
the Project Agreement(s))of good faith negotiation("Good Faith Negotiation Period"),the
Developer, if applicable, and the Districts are unable to reach agreement upon the terms of a
Project Agreement,the Initiating District(s)shall give written notice to the other District(s)that
construction and installation of all or a portion of the Shared Facilities is necessary to support
development within its or their boundaries. The District(s)receiving such notice shall be bound
by the cost recovery provisions set forth in Section 3(b)(vi)below(in which event such
District(s)shall be a Non-Participating District(s))and the Initiating Districts shall be
Participating Districts.
(i) Designation of Project Managers. The Participating Districts shall
mutually cooperate to designate a Project Manager. If the Developer,if applicable,and the
Participating Districts are not able to agree on the Project Manager within the Good Faith
Negotiation Period described in Section 3(b)above,then the Project Manager shall be
designated by the Participating District with the largest share of the costs of the Project or by the
Developer if no District is capable of funding its share of the Project. Project management fees
for construction and installation of the Project are set forth and included within the Cost
Allocation Schedule.The Project Manager shall: (i)obtain all proposals and agreements for
engineering,soils testing and other professional services required for the Project;(ii)obtain and
file all service agreements and appropriate insurance certificates;(iii)advertise and publish for
public bidding(if applicable),coordinate all pre-bid conferences,bid openings,contract awards,
bonds and sureties,notices,agreements,pre-construction meetings and project schedules;(iv)
track all construction contracts and agreements for performance and services to include testing,
surveying,construction staking and other miscellaneous services,including review of execution
of and monitoring of work orders and/or purchase orders;(v)negotiate any and all change orders
as required by the Participating Districts and review contract status monthly or as otherwise
required by the Participating Districts;(vi)provide construction management and superintendent
services;(vii)obtain all certifications of substantial and final completion, inspections by the
Town, coordinate remedial construction,expedite the processes for conditional and final
acceptance of the applicable improvements including the release of any retained funds;(viii)
keep and maintain all records for delivery to the Participating Districts upon completion of the
I00013370.DOC v:4} 3
Project; and(ix)determine the Project Share(defined below)of each District and the Adjusted
Project Share(defined below)of each Participating District in accordance with the following:
The Project Manager shall utilize the Cost Allocation Schedule to determine each
District's share of the costs of each Project. The Non-Participating District(s)' share shall be
allocated to the Participating Districts based upon the allocation of the total costs. FOR
EXAMPLE: if the projected Project costs are$500,000 and the Cost Allocation Schedule
indicates the following allocations for the designated project:District No. 1 -50%or$250,000;
District No. 2 -25%or$125,000;and District No. 3 -25%or$125,000. These allocations shall
be referred to herein as each District's"Project Share." Assuming that District No. 1 and District
No.2 are the only Participating Districts,District No. l's and District No.2's Adjusted Project
Shares(defined below)shall be calculated as follows:Participating District's Project Share +
[Participating District's Project Share/Total of Participating Districts'Project Shares x each
Non-Participating District's Project Share](for District No. 1: 50%+[(50%/75%x 25%)=
16.67%] =66.67%or$83,750);(for District No.2: 25%+[(25%/75%x 25%)=8.33%]=
_ 33.33%or$41,250). The adjusted shares shall be referred to herein as each Participating
District's"Adjusted Project Share." In accordance with Section 4 herein,District No.3 will
have an obligation to reimburse District No. 1 for 16.67%of the costs of the Project or$83,750
and an obligation to reimburse District No.2 for 8.33%of the costs of the Project or$41,250.
The Project Manager shall note the Non-Participating District's reimbursement obligation on the
Cost Recovery Schedule set forth in Exhibit C attached hereto and incorporated herein by this
reference.
(ii) Design Engineering. Upon designation of the Project Manager,
the Districts, in consultation with the Project Manager shall select an engineer to design the
_ Project. Fees of the design engineer for the Project are included in the Cost Allocation Schedule.
Design for the Project shall comply with all applicable federal, state and local statutes,rules,
ordinances and construction standards,specifically including those of the Town. Upon
completion of the design for the Project,the same shall be delivered to the Non-Participating
Districts for review and comment. The Non-Participating Districts shall have no right to object
to the design so long as the same conforms with Town standards,but shall have the right to
request upgrades or modifications to the design,provided that such modifications or upgrades,
inclusive of increased design and construction costs,shall be borne solely by the requesting Non-
Participating District and shall be funded upon initial funding of the Construction Escrow in
accordance with Subsection(v)below.
(iii) Design Escrows.Simultaneously with authorizing the Project
Manager to proceed with the design phase,the Participating Districts shall fund the estimated
design and related project management costs in an interest-bearing escrow("Design Escrow")'in
accordance with their respective Adjusted Project Share. The Design Escrow shall be deposited
with Land Title Guarantee Company(the"Escrow Agent")pursuant to an escrow agreement
("Design Escrow Agreement")for the purpose of funding the required project management,
engineering and design services for the Project. The Project Manager shall make all periodic
withdrawals and payments from the Design Escrow and shall provide the Participating Districts
with a monthly accounting of active contracts,payments and the balance of funds remaining in
the Design Escrow. Funding shortfalls shall be funded by the Participating Districts,from time
to time,on a proportional basis in accordance with their respective funding obligations. The
{00013370.DOC v:4) 4
Project Manager shall promptly reconcile the Design Escrow at the end of the Project and any
excess funds remaining in the Design Escrow shall promptly be proportionately refunded to the
Participating Districts.
(iv) Bidding. Construction Contracts. Promptly upon completion of the
design for the Project,the Project Manager shall publicly bid the Project pursuant to applicable
law. Drafts of the proposed construction contract(s)shall be transmitted to the Non-Participating
Districts for review and comment;provided that,in the event of any controversy or disagreement
regarding the terms or conditions of the construction contract(s),the determination of the Project
Manager shall be dispositive. The construction contract(s)for the Project shall comply with all
applicable federal,state, and local statutes,rules,regulations and ordinances, specifically
including the bidding requirements of state statutes,and any requirements of the Town.
(v) Construction Escrows. With respect to each Project,promptly
upon receipt of bids for each applicable construction project by the Project Manager and prior to
the award of a contract for any such Project,the Participating Districts shall fund an interest-
bearing escrow("Construction Escrow")with the estimated construction cost in accordance with
their respective Adjusted Project Share. The Construction Escrow shall be deposited with the
Escrow Agent pursuant to an escrow agreement("Construction Escrow Agreement")for the
purpose of funding the construction costs for such projects.The Project Manager shall make all
periodic withdrawals and payments from the Construction Escrow and shall provide the
Participating Districts with a monthly accounting of active contracts,payments,retainage and the
balance of funds remaining in the Construction Escrow.The Participating Districts shall
mutually cooperate to review and agree upon any change orders,amendments to contracts and/or
amendments to project budgets as may be suggested by the Project Manager or deemed
necessary by the Participating Districts. Funding shortfalls shall be funded by the Participating
Districts, from time to time,on a proportional basis in accordance with their respective funding
obligations. The Project Manager shall promptly reconcile the Construction Escrow at the end of
each respective project and any excess funds remaining in the Construction Escrow designated
— for such project shall promptly be proportionately refunded to the Participating Districts. Upon
reconciliation,the Project Manager shall submit to the Non-Participating District(s)a final
allocation of all costs related to the Project,including the design,engineering and project
management costs, and a calculation of the amounts owed by the Non-Participating District(s)to
each of the Participating District(s).
(vi) Cost Recovery. Each of the Districts acknowledges and agrees
that the Shared Facilities will provide a substantial benefit to its residents and users.
Accordingly,with respect to any Project, any District that is a Non-Participating District shall be
bound by the provisions of this Section(3(b)(vi). Upon reconciliation of the costs for each
Project,the Non-Participating District shall be deemed to have incurred a multi-fiscal year
obligation to repay the Participating Districts in accordance with the allocation,plus %
interest. The Non-Participating District shall not have the authority to issue general obligation
bonds or any other financial obligations whatsoever until the financial obligation to pay its
Project Share, including interest thereon,is paid in full,except that the Non-Participating District
shall have the authority to issue Developer Bonds or Non-Developer Bonds(as defined in its
respective Service Plan,and subject to the limitations and conditions contained in its Service
Plan)if all or a portion of the proceeds of such Developer Bonds or Non-Developer Bonds are
(00013370.DOC v:4) - 5
allocated and restricted to pay the total Project Share,plus interest for such Non-Participating
District,which obligation shall be verified by District Certificate to the Participating District(s)
executed at the closing of the Developer Bonds or Non-Developer Bonds.
4. Effectuation of Pledge: Appropriation. Except as limited hereunder,the amounts
to be paid hereunder by the Districts to pay each District's share of the Shared Facilities costs are
hereby appropriated for that purpose,and said amounts shall be included in the annual budgets
and the appropriation resolutions or measures to be adopted or passed by the Boards of Directors
of the Districts.
The Districts acknowledge that their funding obligations under this Agreement are
absolute,irrevocable,unconditional,and irrepealable within the meaning of Article XI,Section 6
of the Colorado Constitution. The Districts agree that,notwithstanding any fact,circumstance,
dispute,or any other matter,they will not take or fail to take any action which would delay
payment to the Participating Districts.
5. Representations. In addition to the other representations,warranties, and
covenants made by the Districts herein,the Districts make the following representations,
warranties,and covenants to each other and the Developer:
(a) Each District has the full right,power,and authority to enter into,perform,
and observe this Agreement.
(b) Neither the execution of this Agreement,the consummation of the
transactions contemplated hereunder,nor the compliance with the terms and conditions of this
Agreement by any District will conflict with or result in a breach of any terms,conditions,or
provisions of,or constitute a default under any agreement,instrument,indenture,judgment,
order,or decree to which any District is a party or by which the District is bound.
(c) This Agreement is the valid and binding obligation of each of the Districts
and is enforceable in accordance with its terms.
(d) The Districts shall keep and perform all of the covenants and agreements
contained herein and,except in the Event of Default(as hereinafter defined)],shall take no
action which could have the effect of rendering this Agreement unenforceable in any manner.
6. Event of Default;Remedies.
(a) Default. The occurrence of any one or more of the following events,
and/or the existence of any one or more of the following conditions shall constitute an event of
default("Event of Default")under this Agreement.
(i) The failure of any District to make any payment when the same
shall become due and payable as provided herein;
(ii) The failure to perform or observe any other covenants,agreements,
or conditions in this Agreement on the part of any District and to cure such failure within thirty
(30)days of receipt or notice from any of the other Districts of such failure,unless such default,
(00013370.DOC v.4) - 6
by its nature,cannot be cured within a thirty(30)day period,in which event the defaulting party
shall have an extended period of time to complete the cure,provided that action to cure such
_ default is commenced within said thirty(30)day period and the defaulting party is diligently
pursuing the cure to completion;or
(iii) The filing of a voluntary petition under federal bankruptcy or
insolvency laws by any District or the appointment of a receiver for any of any District's assets
which is not dismissed within thirty(30)days of such filing or appointment.
(b) Remedies. Upon the occurrence of an Event of Default,the Districts shall
have the following rights and remedies:
(i) The non-defaulting District(s)may ask a court of competent
jurisdiction to enter a writ of mandamus to compel the Board of the defaulting District to
perform its duties under this Agreement,and/or to issue temporary and/or permanent restraining
orders,or orders or specific performance,to compel the defaulting District to perform in
accordance with this Agreement.
(ii) The non-defaulting District(s)may protect and enforce their rights
under this Agreement by such suits,actions,or special proceedings as they shall deem
appropriate,including,without limitation, any proceedings for the specific performance of any
covenant or agreement contained herein,for the enforcement of any other appropriate legal or
_ equitable remedy,or for the recovery of damages, including attorneys' fees and all other costs
and expenses incurred in enforcing this Agreement.
(iii) In any action brought under this Agreement,the Court shall award
reasonable attorneys' fees and costs to the prevailing party.
(iv) To foreclose any and all liens in the manner specified by law.
7. Assi> anent. The rights and obligations within this Agreement shall not be
assigned nor delegated by any District without the prior written consent of the other Districts and
of the Town. Any purported attempt to assign the rights or delegate the duties herein in violation
of this Section shall be null and void.
8. No Third Patty Beneficiaries. It is expressly understood and agreed that
enforcement of the terms and conditions of this Agreement,and all rights of action relating to
such enforcement,shall be strictly reserved to the Districts and nothing contained in this
Agreement shall give or allow any such claim or right of action by any other third party on such
Agreement. It is the express intention of the Districts that any person other than the Parties
receiving services or benefits under this Agreement shall be deemed toabe an incidental
beneficiary only. However,the provisions of this Section 8 are subject to the Town's right to
consent to any assignment or delegation as provided under Section 7 hereof.
9. Amendment. This Agreement may be modified or amended,in whole or in part,
only by an agreement in writing duly executed by all of the Districts.
(00013370.DOC v:4) 7
10. Waiver. The waiver of any breach of this Agreement by any District shall not
constitute a continuing waiver or a waiver of any subsequent breach either of the same or another
provision of this Agreement.
11. Notices. Any notices or communications required or permitted by this Agreement
or by law to be served on,given to,or delivered to any of the Districts,by any other District,
shall be in writing and shall be deemed duly served, given,or delivered when personally
delivered to the District to whom it is addressed or in lieu of such personal services,upon receipt
in the United States mail, first-class,postage pre-paid,addressed to:
District No. 1 The Hills Metropolitan District No. 1
District No. 2 The Hills Metropolitan District No.2
District No. 3 The Hills Metropolitan District No. 3
With a copy to: Darlene Sisneros
McGeady Sisneros,P.C.
` 1675 Broadway,Suite 2100
Denver,CO 80202
Any District may change its address for the purpose of this Section by giving written
notice of such change to the other Districts in the manner provided in this Section.
12. Entire Agreement;Relationship to Service Plans and Town IGA:Other Rights
and Obligations to Construct Improvements. This Agreement constitutes the entire agreement
between the Districts relating to the costs of Shared Facilities and sets forth the rights,duties and
obligations of each District to the other as of this date.
Notwithstanding the foregoing,and notwithstanding any other provisions of this
Agreement,in the event of any conflict or inconsistency between any provision of this
Agreement and any provision of the Service Plans or the Intergovernmental Agreements between
the Town and each of the Districts(collectively,the"Town IGAs"),the provisions of the
applicable Service Plan or Town IGA,as the case maybe,shall be controlling. Without limiting
the generality of the immediately preceding sentence:
(a) All financial obligations of any District contemplated by this Agreement
shall constitute"Cost-Sharing Obligations"as defined and provided in the Service Plans; shall be
subject to all applicable restrictions,conditions and limitations set forth in the Service Plans;and,
(00013370.DOC v:4) 8
as to all shared sources of security,shall be subordinated to all Non-Developer Bonds and
superior to all Developer Bonds of that District; and
(b) The Districts and the Developer acknowledge the provisions of Article VI
of the Service Plans and further acknowledge the Developer's overriding obligations with respect
to public improvements as referenced in said Article VI. Nothing in this Agreement shall be
construed to relieve or substitute for Developer,landowner or subdivider obligations to construct
public improvements for the Development or to provide letters of credit to assure completion
thereof pursuant to Town ordinances,resolutions,rules,regulations and policies and annexation,
subdivision and other applicable agreements. Nothing in this Agreement shall be construed to
prohibit the Developer or any District from electing to independently fund and construct any
public improvement(consistent with applicable provisions of the Service Plan,the Town IGA,
— and other Town agreements,ordinances,resolutions,rules,regulations and policies),including
any of the Shared Facilities,without invoking the provisions of this Agreement.
13. Severability. If any provision of this Agreement is determined to be
unenforceable or invalid,the unenforceable or invalid part shall be deemed severed from this
Agreement,and the remaining portions of this Agreement shall be carried out with the same
force as if the severed portions had not been part of this Agreement.
14. Controlling Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado, and any disputes hereunder shall be tried in
the State of Colorado.
15. No Waiver. No waiver of any of the provisions of this Agreement shall be
deemed to constitute a waiver of any other provisions of this Agreement,nor shall such waiver
— constitute a continuing waiver unless otherwise expressly provided herein nor shall the waiver of
any default hereunder be deemed a waiver of any subsequent default hereunder.
THE HILLS METROPOLITAN DISTRICT NO. 1,a quasi-
municipal corporation and political subdivision of the State of
Colorado
By.
ATTEST:
By.
, Secretary
(00013370.DOC v:4) 9
[SIGNATURE PAGE FOR INTERGOVERNMENTAL AGREEMENT]
THE HILLS METROPOLITAN DISTRICT NO.2,a quasi-
_
municipal corporation and political subdivision of the State of
Colorado
By:
ATTEST:
By:
,Secretary
(00013370.DOC r.4E 10
[SIGNATURE PAGE FOR INTERGOVERNMENTAL AGREEMENT]
THE HILLS METROPOLITAN DISTRICT NO.3,a quasi-
-
municipal corporation and political subdivision of the State of
Colorado
By:
ATTEST:
By:
,Secretary
(00013370.DOC r4) 11
[SIGNATURE PAGE FOR INTERGOVERNMENTAL AGREEMENT]
SADDLEBACK HILLS LAKE& CONSERVANCY
LIMITED LIABILITY COMPANY
By:
ATTEST:
By
,Secretary
— (00013370.DOCv:4) 12
[SIGNATURE PAGE FOR INTERGOVERNMENTAL AGREEMENT]
SADDLEBACK HILLS LAKE AND CONSERVANCY#2
LLC
By:
ATTEST:
By:
, Secretary
(00013370.DOC rs) 13
{00013370.DOC v:41 14
EXHIBIT A
("Cost Allocation Schedule")
[00013370.DOC r.4) - 15
► i I I I I I I I I I I I I I I I 1 I
•
Y' •
waxers eosin'w ANTCIPA1M
e
ALon 1R1CO0TIIOci C2 4 to 1401n�lNmWCOOTS ANTL,.It 010'(011%MINA=Op INT UPATO •
1Y1AIIIIMA-1AND
1 e•'% 1130 iw 1111,. tan W SUM 000 NM INSTMET COWS n •
Wan.%IA 14-16
A
COOT N0 Re
AMA tInAIN1pt I�/r,,I0t1 TOTAL COST
TOTAAOdat 1lATa Tor'NMI EMMA°
NmMI. '11.1 IOFACCpR 1�Ca{ • OCIIIT
-RI M= jaTALN.�'�Ta�ORIVNA.I TOTAL
W1,r1Am
(1?n,I • 44 TOTA:COOT
MOMLRAockmb,Ton WNue MaoTrl®fiI m� faidinitowflfl 1tlM ..
1t,3M•y,MN1�Oq aeDC;TI[IIPox 1p�6WOAWLnELMAndilbn WMC711MOYae1n Wan
•1nRTa/weTY PROitCICN to�ALmar 'Ntx@Tx1Wx17rarntcSCN TRALaOai wnOSt ,un YfaOlblbx TOTAL
l,0004
pans kfatilartili flnl ay w,C� TOTAL COOT
16F,aCOF f III AYCN -miK00IT nms AF�IMAfiOM 1704301.10
MMCrts/CIAL MR! p�hTSall mrACYST
��11shan't OaOnISI4L5iH TOTALOpaT PAOin1CNM,PM•
14745T44.112
nal ,rA.q TOTAL COST
GENERAL PROJECT p%x1ApY \O Moan meta M. �' Ma a.C.
• mrumR AICdaOAL PROEM"C0070 It
MAMTaAOAYLOO
111(11/0' IT?MZTCC4YAflOJi Cn TOTAL mR
AICNOP/arra 10TALCOR
STOWOaM40a 1.I 17,1 (*ATM NUYAT1glpffMn Maw
/tAKIM3• MATER• IIJfMIa R011/ON NIP
NA 11.1411.&0
PARES: mNMon PlaLI Igattaw (Hann ammafMlaeleN M$4Mem ROnxIMIOW IKsn10
(11(30411 05*& S.SocnOx M31e3n1N RNOnaNM WM1TnCTWICN
OY•pl11aa0AT101T5pN fYalM ap110YaxeNa 1U1341m W A OLML010CN FOR PUNS a.tmvaMxn' . $45w,N•rn !.411(11 MnVAT1M1 $T4,5 Tn-1M •
YIWI.TIO Tp/K 0011IIIx1QTpNEpaT1 *17A. 1r411 6IMaTIOTOTM.mMMOTION COST& Mme'~ ae a OLnepGTCx Mar110110%01x0&3000! 00,010.00
1nKNnn STMAn°TOTAL ccleT1NCTCN COTT: 'n,1M,ORi1
manorialimel 53041.11101 poop namAtpa�
COxnCplpn IS% I%OPCMitWmml.mRa 11.1,30411 PROJICTNANMaNennmeexaTnuRCxaoen W1nM fNOPbaCMl.3010 5111,O,m
P,nsnLte OONINCaLTn 130 W1Ann rnO,1leT aA5M0e1aM1%Of CONSTRUCTION 510!3 our
tNTMAT®AWMCNy,ma}a, $41111+41• aRnatinbe CML con tl m.° ColTIne1CMN II% 30113'LN
41074,07s4n1Y,ATM AOAmNAL COHT),
O�aTPi0T 11 Coil AIWATe •
Mt1KInn Miner n COnarxIAT4 01,0010470 OIRn1OTn TAIaTEaralATe
j�OpN, 0.104000
1304
•
Construction costa for District No. I improvements Construction costs for District No.2 improvements Construction costs for District No.3 improvements
are forecasted to total$21,154,778 and are are forecasted to total$11,099,525 and are are forecast to total$2,752A70 and are forecasted
forecasted to be paid from 2004 through 2006. forecasted to be paid from 2004 through 2008. The to be paid in 2007.
District No.1 will seek reimbursement of 45%of District will seek reimbursement of 30%of such
such costs from other districts which benefit from costs from other districts which benefit from the In addition,District No.3 is forecasted to pay 30%
the improvements as follow improvements as follows: of the cost of regional improvements incurred by
other districts as follows:
The Mills Metropolitan District#2—15%or The Hills Metropolitan District#3—30%or
$3,173,217 in 2005 53,329,858 in 2006 The Hills Metropolitan District#1—30%or
$6,346,433 in 2006
The Hills Metropolitan District#3—30%or In addition,District No.2 is forecasted to pay 15% • '
$6,346,433 in 2006 of the cost of regional improvements incurred by The Hills Metropolitan District#2—30%or
other districts as follows: $3,329,858 in 2006
TheHillsMetropolitanDistrict#1-15%or
$3,173,217 in 2005
EXHIBIT B
("Promissory Note")
[Form of Note]
PROMISSORY NOTE
,200
For value received,THE HILLS METROPOLITAN DISTRICT NO. ,a quasi-
municipal corporation and political subdivision of the State of Colorado("Maker"),promises to
pay to the order of THE HILLS METROPOLITAN DISTRICT NO. ("Holder"),the
principal sum of Dollars($ )(the"Principal Sum"),
together with interest thereon at the rate of percent( %)per annum.
No payments of principal or accrued interest shall be payable until the date Maker issues
(Developer Bonds or Non-Developer Bonds(as defined in the Maker's Service Plan,dated
, 200 )("Payment Date");except that, if not sooner paid,the
outstanding principal balance and all accrued interest thereon shall be due and payable in full on
or before ("Maturity Date"). Immediately upon the Payment
Date or Maturity Date,the outstanding principal balance and all accrued interest thereon shall be
due and payable in full. Interest accrued hereunder through the date of payment in full hereof
shall be calculated on the basis of a 360-day year of twelve 30-day months.
Payment of principal and interest due and payable hereunder shall be made to Holder at
such place as Holder shall have designated to Maker in writing.
This Note evidences certain obligations of The Hills Metropolitan District No. to
The Hills Metropolitan District No._arising under that certain Intergovernmental Cost
Sharing and Recovery Agreement between The Hills Metropolitan District No. 1,The Hills
Metropolitan District No.2 and The Hills Metropolitan District No. 3,dated
("IGA"). Reference is made to the IGA for the rights and obligations of
This Note may be prepaid,in whole or in part, at any time without penalty and without
consent of Holder.
Time is of the essence hereof.
This Note shall be construed and enforced in accordance with the laws of the State of
Colorado.
[The Maker may issue bonds,notes,debentures or other multiple fiscal year financial
obligations for which the obligation to repay is on a parity with the obligation evidenced by this
..-, (00013370.DOC v:4} 16
Note("Parity Bonds')only if upon issuance of the Parity Bonds the Debt to Assessed Ratio' of
the Maker will be fifty percent(50%)or less. Subject to applicable requirements of its Service
Plan,the Maker may issue junior or subordinate financial obligations at any time.]
IN WITNESS WHEREOF,Maker has caused this instrument to be executed as of the day
and year first above written.
MAKER
THE HILLS METROPOLITAN DISTRICT NO.
President and Chairman
(SEAL)
ATTEST
Secretary
THIS NOTE HAS BEEN ISSUED TO THE HILLS METROPOLITAN DISTRICT NO.
AS HOLDER,IS TO BE HELD SOLELY BY THE HILLS METROPOLITAN
DISTRICT NO. ,AND IS NOT TO BE TRANSFERRED,ASSIGNED,
PARTICIPATED OR USED AS SECURITY FOR ANY BORROWING
[End of Form of Note]
Debt to Assessed Ratio is defined as the ratio derived by dividing the then-outstanding
principal amount of
all District debt(as defined in the Service Plan),including the debt proposed to be issued,by the assessed valuation
of the District,as such assessed valuation has been most recently certified by the county treasurer.
t00013370.DOC v:41 17
EXHIBIT C
("Cost Recovery Schedule")
DATE PROJECT PROJECT SHARES
Dist.No. 1 Dist.No.2 Dist.No.3
(00013370.DOC r.41 18
11 EXHIBIT Q
— Mill Levies of Overlapping Entities
THE HILLS METROPOLITAN DISTRICT NO.3
_ [1 OVERLAPPING MILL LEVY STATEMENT
JUNE 22,2004
TOTAL OVERLAPPING MILL LEVY
Vacant Land
Taxing Entity 2003 MW Levy
Weld County - 21.474
— School District RE 1J 40.374
Northern Colorado Water Conservancy District _ 1.000
Central Weld County Water District 0.000
Town of Firestone 7.419
Frederick Area Fire Protection District 9.560
—
Weld County Library 3.249
Tri Area Ambulance District 4.543
— The Hills Metropolitan District No.3 40.000
TOTAL 127.619
U
ti
Li
-
-
i
Li!
{00020849.DOC v:I 1
EXHIBIT R
Resolution of Approval
n
-
9
E
i
.1
aj
R
g
o
ll
- ,y
J
— (00020849.DOC v:1}
TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO
IN RE THE ORGANIZATION OF THE HILLS METROPOLITAN DISTRICTS NOS. 1, 2
AND 3, IN THE TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO
RESOLUTION NO. 04-40
RESOLUTION OF APPROVAL
WHEREAS, pursuant to the provisions of Title 32, Article 1, Part 2, C.R.S. as amended,
the Board of Trustees of the Town of Firestone, County of Weld, State of Colorado, following
due notice, held a public hearing on the proposed Service Plans for The Hills Metropolitan
Districts, Nos. 1, 2 and 3, which hearing was opened on August 26, 2004 and concluded on
September 16, 2004; and
WHEREAS, the Board of Trustees has considered the Service Plans and all other
testimony and evidence presented at the hearing; and
WHEREAS, based upon the testimony and evidence presented at the hearing, it appears
that the Service Plans for The Hills Metropolitan Districts, Nos. 1, 2 and 3, should be approved
by the Board of Trustees, subject to certain conditions set forth below, in accordance with
Section 32-1-204.5(1)(c), C.R.S.
THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN
OF FIRESTONE, COLORADO:
Section 1. That the Board of Trustees, as the governing body of the Town of Firestone,
Colorado, does hereby determine, based on representations by and on behalf of Saddleback Hills
Lake & Conservancy Limited Liability Company, a Colorado limited liability company, and
Saddleback Hills I ake and Conservancy #2 LLC, a Colorado limited liability company
(collectively the "Developers"), that all of the requirements of Title 32, Article 1, Part 2, C.R.S.,
as amended, relating to the filing of the proposed Service Plans for The Hills Metropolitan
Districts,Nos. 1, 2 and 3 have been fulfilled and that notice of the hearing was given in the time
and manner required by the Town.
Section 2. That, based on representations by and on behalf of the Developers, the Board
of Trustees of the Town of Firestone, Colorado, has jurisdiction over the subject matter of these
proposed special districts pursuant to Title 32,Article 1,part 2,C.R.S., as amended.
Section 3. That, pursuant to Section 32-1-204.5, C.R.S., Section 32-1-202(2), C.R.S.,
and Section 32-1-203(2), C.RS.,the Board of Trustees of the Town of Firestone, Colorado,does
hereby find and determine, based on the Service Plans and other evidence presented by and on
behalf of the Developers,that:
1
(a) There is sufficient existing and projected need for organized service in the
areas to be serviced by the proposed Districts;
(b) The existing service in the areas to be served by the proposed Districts is
— inadequate for present and projected neeAs;
(c) The proposed special districts are capable of providing economical and
sufficient service to the areas within their proposed boundaries;
(d) The area to be included in each of the proposed Districts has, or will have,
— the financial ability to discharge the proposed indebtedness on a
reasonable basis; and
(e) The creation of the proposed Districts will be in the best interests of the
areas proposed to be served.
Section 4. That pursuant to Section 32-1-204.5(1)(c), C.R.S., the Board of Trustees
hereby imposes the following conditions upon its approval of the Service Plans:
(a) The Developers agree that the Town Attorney will be given reasonable
notice of all proceedings in the District Court of Weld County relating to the
organization of the Districts (including notice as described in Section 32-1-304,
C.R.S.).
(b) The Developers agree that,prior to the hearing date set by the District Court
— of Weld County pursuant to Section 32-1-304, C.RS., all fees and expenses which
have been submitted to the Developers for payment by or on behalf of the Town or
its attorneys or financial or other advisors shall have been paid in full.
(c) Prior to the hearing date set by the District Court of Weld County pursuant to
Section 32-1-304, C.R.S., the Districts shall fully comply with the provisions of
Section 32-1-107(3),C.RS. with respect to the overlapping of service areas. Each
District's authorization to provide services or facilities within any overlapping area
is expressly conditioned upon the District first obtaining the written consent of each
and every district whose service area is so overlapped.
(d) Prior to the Mayor's execution of this Resolution, the fully and properly
executed originals of the following documents will be submitted for each of the
three proposed Districts: the engineer's statement of reasonableness of capital costs;
accountant's letters and forecasts; letter in support of market projections and
— absorption rates; underwriter's letter; legal counsel letters; bond counsel letter, and
Developers' indemnity letters that are required under the Service Plans and set forth
in Exhibits C,H,J,K,L,and S to the Service Plans,shall be provided to the Town.
(e) At its organizational meeting, each of the Districts shall execute its
respective District indemnity letters, the intergovernmental agreement with the
2
Town ("Town IGA") and the intergovernmental cost sharing and recovery
agreement("District IGA")that are required under the Service Plans and set forth in
Exhibits L, P and O to the Service Plans(and, in the case of the District IGA, in the
form approved by the Town), and shall provide the fully executed originals of the
District indemnity letters and the Town IGA, and a copy of the fully executed
District IGA,to the Town.
If any of the above-stated conditions (a) through (d) are not met, the Town may file a
motion with the District Court of Weld County requesting that the hearing on the organization of
the Districts be delayed until such conditions are met, and Developers have represented that they
will not oppose such motion. Further, if any of the above-stated conditions (a) through (e) are
not met, the Town may pursue all legal and equitable remedies available to it for failure of
compliance with such conditions of approval.
Section 5. That the Service Plans of The Hills Metropolitan Districts,Nos. 1, 2 and 3, as
set forth in Exhibit A to this Resolution and dated September 13, 2004, are hereby approved
subject to the conditions stated in Section 4 above, in accordance with Section 32-1-204.5(1)(c),
C.R.S., and subject to the revisions set forth in Exhibit B.
Section 6. That a certified copy of this Resolution be filed in the records of the Town of
Firestone and submitted to the Developers for the purpose of filing in the District Court of Weld
County for further proceedings concerning The Hills Metropolitan Districts,Nos. 1,2 and 3.
RESOLVED,ADOPTED AND APPROVED this lb day of September, 2004.
r F%1tESToNF. TOWN OF F NE, COLORADO
f rowm
((SEAL)
SEAL
3:ATTEST: Michael P. Simone
�O . „;,CO` po�/ Mayor
. o',d
own Clerk
9/1712004 2:39 PM[41]Y:WiratnoeW mapden DuviNV Le Hills1Approvatesolution Maul)
3
CERTIFICATE
I, Judy Hegwood, Town Clerk of the Town of Firestone, Colorado, do hereby
certify that the above and foregoing is a true, correct and complete copy of a resolution adopted
by the Board of Trustees of the Town of Firestone, Colorado, at a public meeting held on the
day of September, 2004.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Town
of Firestone, Colorado,this day of September, 2004.
(SEAL)
Town Clerk
4
EXHIBIT A
— (Copy of Service Plans)
5
•
EXHIBIT B
REVISIONS TO THE HILLS METROPOLITAN DISTRICT NOS. 1, 2 AND 3
SERVICE PLANS
(Firestone Board of Trustees Meeting, September 16, 2004)
DISTRICT NO. 1 SERVICE PLAN:
1. On page 4, last line,delete"It is anticipated that".
2. On page 7, line 3, after"Service Plan"insert"otherwise".
3. On page 7, line 11,after"approved"insert"final".
4. On page 10, line 3, substitute"To the extent"for"If'.
5. On page 10,line 22,insert"prior written"before"approval".
6. On page 11, line 1, after"Section"insert"II.A.5".
7. On page 16, lines 20-21,strike"and District IGA".
8. On page 17, revise the fourth sentence to read in full as follows: "A draft of the
District IGA is set forth in Exhibit P; the final form of the District IGA shall be
subject to review and approval by the Town prior to execution by the Districts."
9. On page 18,line 4, after"Town"insert a comma.
10. On page 18, line 7, substitute"a non-potable raw water irrigation" for"such a".
11. On page 21, line 15, after"repayment of the"insert"District's".
12. On page 22, line 2,change"$3,155,256"to"$3,173,216".
13. On page 22,line 3,after`be applied toward repayment of the"insert"District's".
14. On page 29, strike the last two lines on the page and substitute the following: "except
that(a) for Secured Bonds issued at a variable interest rate for interest periods longer
than weekly, the maximum net effective interest rate shall be twelve percent (12%)
per annum; and (b) for Secured Bonds issued at a variable interest rate for weekly or
shorter interest periods, the maximum net effective interest rate shall be eighteen
percent (18%) per annum. For all Non-Developer Bonds, the maximum discount
shall be four percent(4%)per annum."
15. On page 33,line 14, in caption, after"Debt Service"insert"and Administrative".
16. On pages 36 through 38,revise Section V.G. to incorporate the revisions shown in the
redline version attached as Exhibit B-1.
17. On page 42, line 6, insert the following after "Improvements": ", including but not
6
limited to a detailed report of the status of the Saddleback Park Improvements
completed in the preceding year and planned for the upcoming year and identification
of which entity (District(s) or Developer) has completed or will be completing such
Improvements"
18. On page 49, line 9, after "District IGA" insert "(in the form of the District IGA as
reviewed and approved by the Town)".
19. On Exhibit H, submit revised spreadsheets and notes to correct internal
inconsistencies and errors; such submittal shall be subject to Town review and
approval prior to the hearing date set by the District Court of Weld County pursuant
to Section 32-1-304, C.R.S.
_ 20. In Exhibit O, revise Section 10 of Town IGA to incorporate and reflect redline
changes to Section V.G of Service Plan, as set forth in Exhibit B-1.
DISTRICT NO. 2 SERVICE PLAN:
21. On page 4, last line, delete"It is anticipated that".
22. On page 5, line 15,in caption, add"; Consolidation"to end of caption.
23. On page 7, line 12, after"approved"insert"final".
24. On page 10, line 5,substitute"To the extent"for"If'.
_ 25. On page 11,line 2, insert"prior written"before"approval".
26. On page 11, line 4, after"Section"insert"II.A.5".
27. On pages 16-17, last line of 16 to first line of 17, strike"and District IGA".
28. On page 17, revise the fourth full sentence to read in full as follows: "A draft of the
District IGA is set forth in Exhibit P; the final form of the District IGA shall be
subject to review and approval by the Town prior to execution by the Districts."
29. On page 18, line 4, after"Town"insert a comma.
30. On page 18, line 7, substitute"a non-potable raw water irrigation" for"such a".
31. On page 22, line 19, substitute"Property"for"Development."
32. On page 29, strike lines 3 and 4 on the page and substitute the following: "except that
(a) for Secured Bonds issued at a variable interest rate for interest periods longer than
weekly, the maximum net effective interest rate shall be twelve percent (12%) per
_ annum; and (b) for Secured Bonds issued at a variable interest rate for weekly or
shorter interest periods, the maximum net effective interest rate shall be eighteen
percent (18%) per annum. For all Non-Developer Bonds, the maximum discount
7
shall be four percent(4%)per annum."
33. On page 32, line 18, in caption,after"Debt Service" insert"and Administrative".
34. On pages 35 through 37, revise Section V.G. to incorporate the revisions shown in the
redline version attached as Exhibit B-1.
35. On page 41, line 8, insert the following after "Improvements": ", including but not
limited to a detailed report of the status of the Saddleback Park Improvements
completed in the preceding year and planned for the upcoming year and identification
of which entity (District(s) or Developer) has completed or will be completing such
Improvements.
36. On page 48, line 13, after "District IGA" insert "(in the form of the District IGA as
— reviewed and approved by the Town)".
37. On Exhibit H, submit revised spreadsheets and notes to correct internal
inconsistencies and errors; such submittal shall be subject to Town review and
approval prior to the hearing date set by the District Court of Weld County pursuant
to Section 32-1-304,C.R.S.
38. In Exhibit O, revise Section 10 of Town IGA to incorporate and reflect redline
changes to Section V.G of Service Plan, as set forth in Exhibit B-1.
DISTRICT NO.3 SERVICE PLAN:
39. On page 4, last line, delete"It is anticipated that".
40. On page 5, line 15,in caption, add";Consolidation"to end of caption.
41. On page 7,line 12,after"approved"insert"final".
42. On page 10, line 5,substitute"To the extent"for"If'.
43. On page 11,line 2,insert"prior written"before"approval".
44. On page 11, line 4,after"Section"insert"II.A.5".
45. On page 11, line 5,make"Article"plural.
46. On page 11, line 15,delete"s"in`modifications".
47. On page 16, line 8, add following two sentences after"Improvements": "As set forth
in Exhibit C, the estimated cost of the Improvements exceeds the amount of debt
anticipated to be issued in accordance with the Financial Plan. To the extent that the
_ costs of the Improvements cannot be financed with bond proceeds, the Developer
shall be required to pay such costs, as set forth in Article V."
48. On pages 16, lines 18-19, strike"and District IGA".
8
49. On page 17, revise the third full sentence to read in full as follows: "A draft of the
District IGA is set forth in Exhibit P; the final form of the District IGA shall be
subject to review and approval by the Town prior to execution by the Districts."
50. On page 17, line 20, after"Town"insert a comma.
51. On page 17, line 23, substitute"a non-potable raw water irrigation" for"such a".
52. On page 21, line 16, correct"form"to "from".
53. On page 26, line 5, correct"8,650,000"to"8,865,000".
54. On page 27, revise last two full sentences on such page to reflect fact that Hills No. 3
is a non-residential district, consistent with revised letter required by the Exhibit J
condition below.
55. On page 28, strike last two lines and substitute the following: "except that (a) for
Secured Bonds issued at a variable interest rate for interest periods longer than
weekly, the maximum net effective interest rate shall be twelve percent (12%) per
annum; and (b) for Secured Bonds issued at a variable interest rate for weekly or
shorter interest periods, the maximum net effective interest rate shall be eighteen
percent (18%) per annum. For all Non-Developer Bonds, the maximum discount
shall be four percent(4%)per annum."
56. On page 32, line 14, in caption, after"Debt Service"insert"and Administrative".
57. On pages 35 through 37,revise Section V.G. to incorporate the revisions shown in the
redline version attached as Exhibit B-1; additionally, revise reference to "2005 and
2008"to "2006 and 2009".
58. On page 41, line 6, insert the following after "Improvements": ", including but not
limited to a detailed report of the status of the Saddleback Park Improvements
_ completed in the preceding year and planned for the upcoming year and identification
of which entity (District(s) or Developer) has completed or will be completing such
Improvements.
59. On page 48, line 9, after "District IGA" insert "(in the form of the District IGA as
reviewed and approved by the Town)".
60. On Exhibit H, submit revised spreadsheets and notes to correct internal
inconsistencies and errors; such submittal shall be subject to Town review and
approval prior to the hearing date set by the District Court of Weld County pursuant
to Section 32-1-304, C.R.S. Additionally, such submittal shall reflect that the 2006
and 2009 debt issues will be limited to"Alternative A".
61. Regarding Exhibit J, provide a supplemental letter regarding criteria used in process
of underwriting bonds for a non-rated commercial metropolitan district, and methods
of evaluation such criteria.
9
62. In Exhibit M, page 2, substitute "three (3.0) mills" for "three and one half (3.5)
mills".
63. In Exhibit O, revise Section 10 of Town IGA to incorporate and reflect redline
changes to Section V.G of Service Plan, as set forth in Exhibit B-1.
SERVICE PLANS FOR ALL DISTRICTS:
64. Insert form of District's Indemnity Letter into Exhibit L.
65. In Exhibit F, replace one-page Saddleback Park Improvements Phasing Plan with
Phasing Plan and Phasing Map attached as Exhibit B-2.
10
•
EXHIBIT B-1
REVISIONS TO THE HILLS METROPOLITAN DISTRICT NOS. 1,2 AND 3
SERVICE PLANS
(Firestone Board of Trustees Meeting,September 16,2004)
Redline Revisions to Section V.G of Each Service Plan:
G. Revenue-Sharing Payments to Town for Public Improvements
Except as otherwise expressly provided in Section V.G.2 below, the
District will pay to the Town for deposit into the Town's capital improvements fund twenty-three
percent (23%) of the District's total net bond proceeds derived from the issuance of Non-
Developer Bonds. Such amounts,shall be paid to the Town immediately upon issuance and --{Deleted:percentages
delivery of each such series of Non-Developer Bonds which, according to Exhibit H, is
anticipated to occur in 2005 and 2008. The funds so paid to the Town may be used by the Town
to finance any street, park or recreation capital improvement, or other capital improvement
(either within or outside the boundaries of the District), which improvements the District would
otherwise be empowered to construct, i.e., streets, street lighting, traffic safety controls, water,
sanitary sewer, landscaping, storm drainage or park and recreation improvements and facilities,
any of which improvement shall be of benefit to the Town and District as determined by the
Board of Trustees.
2. By approving this Service Plan and executing the Town IGA, the Town
expressly agrees that if the Developer and/or the Districts fund the construction of or construct
the Saddleback Park Improvements in accordance with the Phasing Plan,Concept Plan and other
applicable provisions of the Park Agreement,Town IGA and this Service Plan,then the Certified
Construction Costs (as defined below) related to construction of the Saddleback Park --{Deleted:c
Improvements shall be applied as a credit toward the Districts' satisfaction of the revenue
sharing obligations set forth herein and in the Town IGA, and the provision set forth above
regarding revenue-sharing amounts,being paid to the Town upon issuance and delivery of each ..-{Deleted:percentages
series of Non-Developer Bonds shall be inapplicable to the extent of such credit.
At least sixty_ ,§0) days prior to Hills No. 3's issuance of any Non-Developer _ -tDeleted:miry
Bonds, the Districts shall provide the Town with documentation regarding the total costs Deleted:3
incurred by the Developer and/or the Districts for construction of the Saddleback Park
Improvements including but not limited to architecture and design, engineering, legal fees
construction management fees, permit fees, surveying expenses, and labor and materials
construction costs, ("Certified Construction Costs"). Such documentation shall include an _ Deleted: as certified byanindepeoden
independent engineer's certification of the construction costs and the District's certification that cot bell ite"bCardconosts oruciioncas`
ms be trued a huts construction costs,
such documents and costs incurred are true and accurate. The Certified Construction Costs shall construction management fees.design
exclude costs for construction of any local or collector streets abutting Saddleback Park fxmit coseewg fee.legal fee,and
ts
(currently denoted as Saddleback Circle and Garland Street on the Concept Plan). The Certified
Construction Costs may include utility costs only for those utilities that directly serve
Saddleback Park. In the event that the Certified Construction Costs are equal to or exceed 23%
of the aggregate net proceeds (after deduction of reasonable amounts for capitalized interest,
reserve funds_ag issuance cost).of the Districts' Non-Developer Bonds previously issued and _-'Deleted:.
Deleted:,and other incidental costs
II
•
to be issued as certified by the Districts' Financial Advisor ("Aggregate Net Non-Developer
Proceeds"), the Districts shall be deemed to be in full compliance with the above-described
Town regional improvement revenue sharing obligation and the Town shall not be entitled nor
shall it seek additional participation from the Districts for regional improvements pursuant to
such obligation unless otherwise provided by mutual written agreement among the Districts and
the Town. In no event shall the calculation of Aggregate Net Non-Developer Proceeds include
Developer Bonds or Refunding Bonds. Alternatively,in the event that the Certified Construction
Costs are less than 23%of the Aggregate Net Non-Developer Proceeds, then as provided in the
Town IGA and the Hills No. 3 Service Plan Hills No.3 shall pay the Town an amount equal to
the difference between such 23% of Aggregate Net Non-Developer Proceeds and the Certified
Construction Costs from the proceeds of its first series of Non-Developer Bonds,or,if agreed by
the Town,from its first and second series of Non-Developer Bonds on a pro-rata basis.
Although the Developer and Districts anticipate gig,Non-Developer Bonds will -_-{Dated:issuing 3
be issued to fund construction of Improvements or the acquisition of Improvements from the
Developer, they acknowledge the possibility that the Developer or a successor or assignee
thereof may elect to fully fund the Improvements and retain ownership of Developer Bonds for
more than five years thereby delaying the issuance of Non-Developer Bonds. In the event that
the Districts have not issued Non-Developer Bonds by the date that is_one SI)_year_after, Deleted:do"miss"xany
completion and, the Town's conditional acceptance of Saddleback Park Improvements, the -` Deleted:which is determined to be
Districts acknowledge that the Developer Ls,obligated pursuant to the Park Agreement to submit_ '- Deleted:following
the Certified Construction Costs to the Town,and to pay the Town the amount, if any,resulting_ Dewed:sum he
from deducting the Certified Construction Costs from 23% of the aggregate net proceeds of a Da ;within sixty(60)days
Developer Bonds issued by any of the Districts, which shall be calculated by deducting the thereasonable issuance costs from the principal amount of all Developer Bonds issued by the '
Districts,which net amount shall be certified to the Town by the Districts'Financial Advisor.
12
EXHIBIT B-2
REVISIONS TO THE HILLS METROPOLITAN DISTRICT NOS. 1,2 AND 3
SERVICE PLANS
(Firestone Board of Trustees Meeting, September 16, 2004)
Revised Phasing Plan and Phasing Map for Exhibit F
(See Following Pages)
13
Saddleback Park Phasing Plan
Page 1: Saddleback Park Improvements**, Deadlines and Estimated Costs
PHASE 1
Acres 33.3 Acres
Relocation of oil and gas facilities 3 Oil/gas Wells
Relocation of Sinclair pipeline 1
Overlot grading TBD
Seeding TBD
Estimated Cost $ 250,000 Phase 1
Completed Prior to Issuance of 152 Building Permits
PHASE 2
Acres 8.7 Acres
CBT Shares TBD' Shares
Soccer Fields 2 Fields
Parking Lot(Central) 1 Parking Lot: 100 spaces
Internal Driveways TBD
10-wide Concrete Trail Ahown
Walkways, Landscaping,Irrigation TBD
Signage TBD
Necessary Utilities TBD
Necessary Grading and Drainage TBD
Restroom TBD
Other Park Equipment TBD
Engineer and Landscape Arch Design TBD
Average Cost Per Acre $ 130,000
Estimated Cost $ 1,131,000 Phase 2
Completed Prior to Issuance of 386 Building Permits
Subtotal $ 1,381,000 Phases 1 and 2
PHASE 3
Acres 12.5 Acres
_ CBT Shares TBD' Shares
Soccer Fields 1 Field
Softball Fields 1 Field
Parking Lot(Central) 1 Parking Lot: 150 spaces
Internal Driveways TBD
10-wide Concrete Trail As Shown
Walkways,Landscaping, Irrigation TBD
Signage TBD
Necessary Utilities TBD
Necessary Grading and Drainage TBD
Concession, Restroom,etc Budding TBD
Other Park Equipment TBD
Engineering&Landscape Arch Design TBD
Average Cost Per Acre $ 130,000
Estimated Cost S 1,625,000 Phase 3
Completed Prior to Issuance of 722 Total Building Permits
Subtotal $ 3,006,000 Phases 1,2 and 3
Saddleback Park Phasing Plan
Page 2: Saddleback Park Improvements", Deadlines and Estimated Costs
_ PHASE 4
Acres 12.1 Acres
CBT Shares TBD' Shares
Softball Fields 1 Field
10-wide Concrete Trail TBD
Walkways,Landscaping, Irrigation TBD
Signage TBD
Necessary Utilities TBD
Necessary Grading and Drainage TBD
Other Park Equipment TBD
Engineer&Landscape Arch Design TBD
Average Cost Per Acre $ 130;000
Estimated Cost $ 1,573,000 Phase 4
Completed Prior to Issuance of 1,048 Building Permits
Total Cost $ 4,579,000 Phases 1,2,3 and 4
•Owner shall dedicate water
necessary for irrigation of turf and
landscape areas identified in the final
development plan for the Saddleback
Park Improvements. Dedications shall
be CBT units and shall be at a rate of
2.5 units per acre of irrigated turf and
landscape area(1.0 units per acre for
areas approved for planting of native
grass)unless the Town otherwise
agrees to different rates or alternative
water supplies. Dedications shall be
made at or prior to the time phases are
completed to allow for timely irrigation
of installed turf and landscaping.
**As more specifically set forth in the Park Agreement,the Saddleback Park Improvements and
the Phasing Plan and Concept Plan may be modified through the final plat/final development
process, and the Districts or Developer will construct the Saddleback Park Improvements as set
forth on the final plat and final development plan for Saddleback Park. Further, Saddleback Park
Improvements may be shifted among Phases as identified at the time of subdivision agreement,
provided that the expenditures for each Phase of Saddleback Park Improvements shall be at a
• rate of$130,000 per acre for all acreage within each Phase(other than Phase 1,which shall be in
the amount set forth herein,and shall not exceed the total estimated cost for each such Phase as
set forth herein). (As an example,if all Improvements listed within Phase 3 cannot be completed
at an expenditure rate of$130,000 per acre, then at the time of subdivision agreement, a portion
of the Phase 3 Improvements may be identified for completion as part of Phase 4).
•
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EXHIBIT S
Letter from Bond Counsel
(00012883.DOC v:3)
KUTAK ROCK LLP ATLANTA
CHICAGO
SUITE 9100 DES MOINES
1801 CALIFORNIA STREET •AYETTEVILLE
IRVINE
DENVER. COLORADO 80202-2628 CITY
LINCOLN
903-297-2400 LITTLE ROCK
FACSIMILE 303.292-7799 OKLAHOMA CITY
OMAHA
www.kulakrock.com
- PASADENA
RICHMOND
ECOTTEOALE
September 16,2004 WASHINGTON
The Hills Metropolitan Districts No. 1-3 Town of Firestone
c/o McGeady Sisneros,P.C. P.O.Box 100
1675 Broadway 151 Grant Avenue
Suite 2100 Firestone,CO 80520
Denver,CO 80202
Re: The Hills Metropolitan District
We are writing this letter in our capacity as bond counsel to the proposed The Hills
Metropolitan Districts No. 1-3.
— The Service Plans for the Districts provide that the Districts will, under certain
conditions, transfer to the Town a portion of the proceeds of bonds issued by the Districts to be
used to construct certain improvements. We have been asked to confirm that this is an
acceptable use of bond proceeds.
The answer depends on how the Town intends to use the bond proceeds. There are both
_ state law and federal tax law considerations. The Districts are specifically authorized by statute
to provide public improvements both inside and outside the Districts' boundaries that have been
authorized by the Districts' voters and that benefit the Districts, and to enter into
intergovernmental agreements. The improvements must be of the type the Districts are
otherwise permitted to provide under their Service Plans and organizational documents.
Whether the Districts provide such improvements directly, or do so by contracting with the
Town,does not in our view affect the validity of the bonds.
If the interest on the bonds to be issued is to be exempt from taxation, then there are
additional considerations that include public use and governmental ownership of the
improvements,the timing of expenditure of the proceeds,and investment of the proceeds. These
considerations are generally described in Section 11 of the Intergovernmental Agreement
between the Town and the Districts, the form of which is included as Exhibit O to the Service
_ Plans. As with all bond issues,as a condition of giving our opinion on the bonds,we would need
certification as to the use and investment of all proceeds, including proceeds transferred to the
Town. Such certification would have to be provided by the District and the Town.
02-182261.2
KUTAK ROCK LLP
September 16, 2004
Page 2
I hope this responds to your request. If you have further questions,please feel free to call
me.
Sincerely,
KUTAK ROCK LLP
Saranne K. Maxwell,Esq.
02-182261.2
Hello