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Home My WebLink About20030276.tiff ICENOGLE, NORTON, SMITH, T. Edward Icenogle BLIESZNER & MILLER j''_'ap C{cu`,:!TT Jennifer L. Gruber Charles E. Norton A Professional Corporation ' - - Kristin A. Decker Erin M.Smith Attorneys at Law - Philip G.Volpi a Edward J. Blieszner 821 17th Street,Suite 600 `.fit 27 Q.: 19 John Goutell MI j Dianne D. Miller Denver, Colorado 80202-3040 Sara Wagers-Johnson Telephone(303) 292-6400 Alan D.Pogue Of Counsel Facsimile(303)292-6401 tom;--- ----J i j Gordon F. Garrett INS®inspc.com January 22, 2003 Weld County Clerk and Recorder P.O. Box 459 Greeley, CO 80632 RE: Firestone Trails Metropolitan District Pinnacle Farms Metropolitan District Organizational Filings—Pursuant to §32-1-306, C.R.S. Dear Sir or Madam: In accordance with §32-1-306, C.R.S., I have enclosed a copy of the approved service plans for the above mentioned Districts to be retained as a public record for public inspection. If you require any additional information or have any questions please do not hesitate to contact our office. Thank you. Very truly yours, ICENOGLE, NORTON, SMITH, BLIESZNER&MILLER A Professional Corporation Nicolle Brewer Paralegal :nlb Enclosures M.Wirestone Trails\Service Plan\Final Service Plan,September 26,2002 NLB1156 0617/0670.0003 2003-0270, denotS /_ „29,_ Qcsa3 FIRESTONE TRAILS METROPOLITAN DISTRICT SERVICE PLAN FINAL SUBMISSION SEPTEMBER 26, 2002 TABLE OF CONTENTS I. Introduction 1 II. Purpose of the Proposed District 4 III. Boundaries, Population & Valuation 5 IV. Description of Proposed Facilities 7 a. Type of Improvements 7 b. Description of Existing Conditions 9 c. Anticipated Development 9 d. Public Improvement Schedule 9 e. Town Construction Standards 9 f. Limitation on Eminent Domain 10 g. Dedication of Improvements to the Town 10 h. Ownership and Operation of Facilities by the District 12 i. Acquisition of Land for Public Improvements 12 j. Services to be Provided by other Governmental Entities 13 k. Integration 13 V. Financial Information 14 a. General 14 b. Debt Issuance 15 c. Required Transfers of Bond Proceeds to Town 17 d. Other Financial Restrictions, Limitations and Requirements 18 e. Limited Mill Levy 20 f Investor Suitability 21 g. Refunding Bonds 22 h. Construction Financing Notes Issued to Developer 22 i. Identification of District Revenue 23 j. Security for Debt 24 k. Services of District 24 1. Quinquennial Review 24 m. Letters 25 VI. Landowners' Obligations as to Public Improvements 25 VII. Annual Report 26 VIII. Dissolution 27 IX. Consolidation 29 X. Elections 29 XI. Indemnities 30 XII. Disclosure and Disclaimer; No Third-Party Rights 31 XIII. Intergovernmental Agreements 31 XIV. Conservation Trust Fund 32 XV. Modification of Service Plan 32 XVI. Failure to Comply with Service Plan 34 XVII. Resolution of Approval 35 XVIII. Severability 35 XIX. Certification 36 TABLE OF EXHIBITS Exhibit A Legal Description Exhibit B Boundary Map Exhibit C Vicinity Map Exhibit D Property Owners' Consents Exhibit E Engineering Estimates Exhibit F Location of Public Improvements Exhibit G Financing Plan; Forecasted Cash Surplus Balances and Cash Receipts and Disbursements; Market Projection Consultant's Analysis; Developer's Letter in Support of Market Projections Exhibit H Underwriter's Letter Exhibit I Legal Counsel Letter Exhibit J Bond Counsel Letter Exhibit K Part I - Developer Indemnity Letter Part II - District Indemnity Letter Exhibit L Form of Disclosure Notice Exhibit M Form of Town Disclosure Statement Exhibit N Form of Intergovernmental Agreement between District and Town Exhibit 0 Resolution of Town of Firestone Approving Service Plan ii FIRESTONE TRAILS METROPOLITAN DISTRICT SERVICE PLAN I. INTRODUCTION The District shall be named the Firestone Trails Metropolitan District (the "District"). The purpose of the District is to finance certain streets, traffic safety controls, street lighting, water, landscaping, storm drainage, and park and recreation improvements for a development to be known as the Saddleback planned unit development ("Saddleback"). The developer of Saddleback and the petitioner for the formation of the District is Saddleback Marketing, L.L.C., a Colorado limited liability company (the "Developer"). The District is intended to provide for the financing of public improvements for the Saddleback development, but is not intended to be a District with perpetual existence. The District will consist of approximately one hundred forty- five (145) acres and no changes in the District's boundaries are anticipated or authorized. The District shall be dissolved when its financial obligations are paid or provided for or when the Town of Firestone, Colorado (the "Town") requests dissolution, provided then-applicable statutory requirements are met, all as further described in this Service Plan(the "Service Plan"). Except as expressly provided in this Service Plan, all public improvements and facilities that are financed, constructed, installed or acquired by the District shall be dedicated and conveyed to the Town or its designee and will be operated and maintained by the Town or its designee upon Town acceptance and completion of the District's warranty obligations. The _ Town may require that specific landscaping improvements that are dedicated and conveyed to the Town be maintained by a homeowners' association formed for the Saddleback development, for the use and benefit of residents, taxpayers and property owners. The District shall not provide fire protection or emergency services, which fire protection and emergency services shall be provided by the Frederick-Firestone Area Fire Protection District and Tri-Area Ambulance District, respectively. The District may exercise those powers of a metropolitan district set forth in §§32-I-1001 and -1004, C.R.S. only to implement the provisions of this Service Plan and only to the extent authorized by and in a manner consistent with this Service Plan. The District is generally located between the intersections of Pine Cone Avenue and Colorado Boulevard and Pine Cone Avenue and Frontier Street. The proposed boundaries of the District are limited to those boundaries described in Exhibit A, attached hereto. This Service Plan has been prepared by the following Developer and participating consultants (the "Organizers"): Developer District Counsel Saddleback Marketing, L.L.C. Icenogle,Norton, Smith, Blieszner& Miller a Colorado Limited Liability Company A Professional Corporation Al Schnabel Dianne D. Miller, Esq. 348 Morning Star Lane 821 17th Street, Suite 600 _ Lafayette, Colorado 80026 Denver, Colorado 80202 (303) 579-4688 (303) 292-6400 (720) 890-0619(fax) (303) 292-6401 (fax) ddm@inspc.com Investment Banker Engineer Thomas Bishop Don Park Sam Sharp Park Engineering Consultants Kirkpatrick, Pettis, Smith,Polian, Inc. 420 21st Avenue, Suite 101 1600 Lincoln Street, Suite 1100 Longmont, Colorado 80501 Denver, Colorado 80202 (303) 651-6626 (303) 764-5737 (303) 651-0331 (fax) (303) 764-5770 (fax) don@parkengineering.net tom.bishop@mutualofomaha.com sam.sharpnn mutualofomaha.com 2 Bond Counsel Planner Sherman &Howard, LLC Axel Bishop Blake Jordan Design Concepts 633 17th Street, Suite 3000 211 North Public Road, Suite 200 Denver, Colorado 80202 Lafayette, Colorado 80026 (303) 297-2900 (303) 664-5301 (303) 298-0940 (fax) (303) 664-5313 (fax) bjordan@sah.com axel@dcla.net Accountant Marketing Consultant Clifton Gunderson, LLP Bowie Real Estate Appraisal Service Larry Beardsley Russell C. Bowie, MM 6399 S. Fiddler's Green Circle, Suite 100 2525 Linden Avenue Greenwood Village, Colorado 80111 Boulder, Colorado 80304 (303) 779-5710 (303)499-5155 (303) 779-0348 (fax) (303)499-5591 (fax) larry.beardsleyacliftoncpa.com bowieappraisal@msn.com Pursuant to the requirements of the Special District Control Act, § 32-1-201, et seq., C.R.S., this Service Plan consists of a financial analysis and an engineering plan showing how the proposed facilities and services of the Firestone Trails Metropolitan District will be provided and financed. As required by § 31-1-202(2), C.R.S., the following items are included in this Service Plan: a. A description of the proposed services; b. A financing plan showing how the proposed services are to be financed, including all elements required by § 32-1-202(2)(b), C.R.S.; c. A preliminary engineering or architectural survey showing how the proposed services are to be provided; d. A map of the proposed District's boundaries and an estimate of the population and valuation for assessment of the proposed District; 3 e. A general description of the facilities to be constructed and the standards for construction, including a statement of how the facility and service standards of the proposed District are compatible with facility and service standards of the Town and special districts which are interested parties pursuant to § 32-1-204(1), C.R.S.; f. A general description of the estimated cost of acquiring land, engineering services, legal services, administrative services, initial proposed indebtedness and estimated proposed maximum interest rates and discounts and other major expenses related to the organization and initial operation of the District; and g. A description of any arrangement or proposed agreement with any political subdivision for the performance of any services between the proposed District and such other political subdivision and, if applicable, a form of the agreement. II. PURPOSE OF THE PROPOSED DISTRICT The District will finance the construction of public improvements for the Saddleback development, which improvements shall be constructed to Town standards, warranted by the District, and dedicated and conveyed to the Town or its designee as provided in this Service Plan, or as otherwise required by the Town. The Town may require that specific landscaping improvements that are dedicated and conveyed to the Town be operated and maintained by a homeowners' association formed for the Saddleback development, for the use and benefit of residents, taxpayers and property owners. The public improvements shall be financed, in part, through the issuance of indebtedness as set forth in Article V, "Financing Plan". 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, 4 and shall not perform any services without the consent of the Town as evidenced by a resolution of approval of the Town of Firestone Board of Trustees (the '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 without the prior written consent of the Town. The District shall not provide any services or facilities within any area of the District overlapping with the service area of another district without first obtaining the written consent of each and every district whose service area is so overlapped. The District shall dissolve when its financial obligations are paid or provided for, or otherwise upon request of the Town, subject to then-applicable statutory requirements, all as further provided in Article VIII. III. BOUNDARIES, POPULATION & VALUATION The District consists of approximately one hundred forty-five (145) acres located entirely within the boundaries of the Town, as more particularly set forth in the legal description attached hereto as Exhibit A and as shown on the boundary map, attached hereto as Exhibit B, and the vicinity map, attached hereto as Exhibit C. The petitioner, also the Developer of the District property, has received the consents of the property owners to the formation of this District, which consents, for the owners of all property to be located within the District, are attached hereto as Exhibit D and incorporated herein by this reference. The Saddleback subdivision is being developed for the anticipated construction of two hundred seventy-nine (279) single-family homes, one hundred thirty-four (134) patio homes and one hundred twenty-six (126) town homes by Saddleback Marketing, L.L.C. The current 5 population of the District is zero. The estimated population of the District at full build-out is one thousand eight hundred thirty-three (1,833) people subject to development approval by the Town. It is acknowledged that Town development standards and requirements may affect the foregoing numbers of anticipated homes and population. The estimated assessed value at full build-out is Seventeen Million Four Hundred Eight Thousand Eight Hundred Seventy-Five Dollars ($17,408,875). The property is currently zoned Planned Unit Development, for various residential use categories. The current assessed value is approximately Forty-Three Thousand One Hundred Seventy Dollars ($43,170). The total overlapping mill levy imposed upon the property within the proposed District for tax collection year 2001 was eighty-one and seven hundred ninety one-thousandths of one mill (81.790)mills. 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 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 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. 6 IV. DESCRIPTION OF PROPOSED FACILITIES a. Type of Improvements. The District will provide for the financing, construction, acquisition and installation of streets, traffic safety control, street lighting, water, landscaping, storm drainage, and park and recreation improvements and facilities (as the foregoing terms are defined in § 32-1-1004(2), C.R.S. and the sections referenced therein) within the boundaries of the District. The District is also authorized to finance park, recreation or other capital improvements of the Town that are identified by the Town and located outside of the District, as provided in Article V.c., below. With the exception of those public improvements specifically identified in Exhibit F and authorized by this Service Plan, and with the exception of the Two Million Dollars ($2,000,000.00)paid to the Town which may be utilized by the Town as described in Article V.c hereof and the intergovernmental agreement attached hereto as Exhibit N, the District shall not finance, construct, acquire or install any improvements outside the boundaries of the District unless: (1) such improvements are necessary to connect service for the District to the facilities of other entities involved in providing services to the District; and (2) such proposed improvements are approved in advance by resolution of the Board of Trustees. The property within the District will receive water service from the Town. The District may finance, design, construct and install Town water system improvements and facilities located within the boundaries of the District. However, all water systems improvements within the District shall be dedicated and conveyed to and owned by the Town upon Town acceptance and completion of the District's warranty obligations. All water rights for water service to the property shall be owned by the Town; the District shall not purchase, own, manage, adjudicate or develop any water rights or water resources. 7 The Organizers of the District have prepared a preliminary engineering report based on the Town's construction standards. The table, attached hereto as Exhibit E, lists all facilities which the District, subject to development approval of the Town, will be authorized to finance, acquire, design, construct, and install, including the costs in current dollars of each, together with an explanation of the methods, basis and/or assumptions used. A letter concerning the reasonableness of the cost estimates, and of the methods, bases and assumptions used, is included in Exhibit E. Subject to the Debt Limitations set forth in Article V of this Service Plan and the requirements of Article V.c, the District will be authorized to fund any combination of the improvements. The combined estimated cost of the improvements is Eight Million Nine Hundred Fifty-One Thousand Nine Hundred Twenty-Seven Dollars and Forty-Four Cents ($8,951,927.44), which exceeds the estimated debt capacity of the District. Funding for improvements not funded by the District shall remain the responsibility of the Developer of the property. The Town is not responsible for assuming any of the costs of the improvements funded by the District or necessary for service to the proposed Saddleback development. A map showing the location of the public improvements to be financed by the District is attached as Exhibit F. The District shall be authorized to finance, acquire, design, construct and install those types of public improvements and facilities which are authorized under this Article IV and which are generally shown on Exhibit F, subject to the specific final design and approval thereof by the Town. Phasing of construction shall be determined by the District to meet the needs of the residents and taxpayers within its boundaries; provided, however, that improvements shall be installed in compliance with any phasing plan approved for the Saddleback development at the request of the Developer. 8 b. Description of Existing Conditions. The area is predominantly undeveloped. c. Anticipated Development. The Developer anticipates total build-out to occur by 2007, with the construction of seventy-eight (78) single family homes in 2003, seventy (70) single family homes in 2004, sixty- nine (69) single family homes in 2005, forty-eight (48) single family homes in 2006 and fourteen (14) single family homes in 2007; thirty-five (35) patio homes in 2003, twenty-three (23) patio homes in 2004, thirty-eight (38) patio homes in 2006 and thirty-eight (38) patio homes in 2007; and thirty(30) town homes in 2003, forty-two (42) town homes in 2004 and fifty-four (54) town homes in 2007, subject to final design and development approval by the Town. It is acknowledged by the Developer that Town development standards and requirements may affect the foregoing numbers of anticipated homes and the foregoing anticipated build-out schedule. d. Public Improvement Schedule. Construction of the public improvements will commence as soon as possible following approval of the Service Plan. The public improvements will be phased to meet the development schedule, and shall be installed in compliance with any phasing plan approved for the Saddleback development at the request of the Developer. e. Town Construction Standards. All proposed facilities and 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 applicable standards and specifications of the federal government and State of Colorado. All proposed facilities and improvements shall be compatible with those of the Town. The District' and its engineer have designed and shall design the facilities and improvements to 9 meet such standards, specifications and compatibility requirements of the Town. In addition, any water facilities proposed to be financed by the District and dedicated to the Central Weld County Water District shall be designed by the Central Weld County Water District. The District will obtain approval of civil engineering plans and permits for construction and installation of facilities improvements from the Town prior to the construction or installation of any facilities or 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 rime to time. f. 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 within the Town without the prior written consent of the Town. No exercise of eminent domain by the District is contemplated or authorized in this Service Plan, and any proposed use thereof shall be considered a material modification of this Service Plan, and shall be subject to the Town's prior written approval. g. Dedication of Improvements to the Town. Except as specifically set forth within this Service Plan, the District shall dedicate and convey to the Town or its designee, or cause to be dedicated and conveyed to the Town or its designee, all public improvements and facilities, including, but not necessarily limited to, all streets, traffic safety controls, street lighting, sidewalks, water, storm drainage, landscaping, and park and recreation improvements and facilities, as well as all rights-of-way, fee interests and easements necessary for access to and operation and maintenance of such improvements and facilities, to the extent such property interests have not been acquired by the Town through the land use approval process. The District shall not operate or maintain any public improvements, 10 except as necessary to comply with its warranty obligations hereunder.' The District shall also dedicate and convey to the Town or its designee any other facilities and improvements contemplated in this Service Plan, together with necessary rights-of-way, fee interests and easements. All such improvements, facilities, 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 a Conditional Acceptance as set forth below. All improvements, facilities, 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 it its sole discretion. Failure to comply with the requirements of this Article IV shall be deemed to be a material modification of this Service Plan. Once a public improvement to be dedicated to the Town is constructed and installed, the Town shall issue an "Conditional 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 to bring the improvement into compliance with Town standards for the issuance of such a "Conditional Acceptance" letter. The District at its expense shall promptly undertake any necessary corrections. Upon issuance of the "Conditional Acceptance" letter, the public improvements shall be warranted for two (2) calendar years from the date of such "Conditional Acceptance", during which time the District shall 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 public improvements conform to the Town's specifications and standards, or shall issue a letter stating the correction necessary to bring the improvement into compliance with Town standards for the issuance of such a "Final 11 Acceptance" letter. The District at its expense 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 one hundred twenty (120) days after the issuance of the "Final Acceptance" letter), at which time the Town will issue a "Final Acceptance" for all public 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 facilities, and all necessary rights-of-way, fee interests and easements. h. Ownership and Operation of Facilities by the District. The District shall not be authorized to own or operate any improvements or facilities to be provided pursuant to this Service Plan, other than as necessary to permit the financing and construction thereof, except through approval by the Town by resolution or through an amendment to this Service Plan. Nothing herein shall limit the Town's authority to require that improvements and facilities be operated or maintained by a homeowners' association formed for the Saddleback development. i. 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 street, traffic safety control, street lighting, water, landscaping, storm drainage,park and recreation and other public improvements being constructed or installed by the District. Such land or interests in land may be acquired by the District by instruments of conveyance and/or plat dedication, in form and substance acceptable to the Town. All 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 12 Article IV.g, 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 a material modification of this Service Plan. j. Services to be Provided by other Governmental Entities. The District proposes to finance, construct, acquire and install the public improvements necessary to serve the District's residents and taxpayers, but is not authorized to and shall not provide any ongoing services within the District'. The District shall obtain a resolution from the Carbon Valley Park and Recreation District consenting to the overlapping boundaries for financing purposes only. The District shall not provide ongoing park and recreation services to the District. Sanitary sewer services shall be provided by the Weld County Tri-Area Sanitation District. 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. k. Integration. All facilities and 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 Saddleback development. The District shall obtain from such other serving entities approval of the proposed plans for the facilities and improvements. The District shalt 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. 13 V. FINANCIAL INFORMATION This Article V describes the nature, basis, method of funding and debt and mill levy limitations associated with the District's public improvements program and operations. A detailed Financing Plan, consisting of the Accountant's Forecasted Cash Surplus Balances and Cash Receipts and Disbursements (including a Summary of Significant Forecast Assumptions), the Market Projection Consultant's Analysis, and the Developer's Letter in Support of the Market Projections is contained in Exhibit G, attached hereto and incorporated herein. The Financing Plan includes estimated operations, maintenance, administration costs, proposed indebtedness and estimated interest rates and discounts and other major expenses related to the organization and operation of the District. The Financing Plan projects the issuance of the debt and the anticipated repayment based on the development assumptions(including the market projections and absorption forecasts set forth therein) for property within the boundaries of the District. The Financing Plan demonstrates that, at the projected level of development, and with the projected Developer support, the proposed District has the ability to finance the facilities identified herein, and will be capable of discharging the proposed indebtedness on a reasonable basis. a. GeneraL _ The provision of improvements and facilities by the proposed District will be financed through the issuance of general obligation bonds (the "Bonds"), secured by the ad valorem taxing authority of the proposed District and other District revenues, limited as discussed below. The Financing Plan anticipates the issuance of two (2) series of Bonds in 2003 and 2007. The term of any Bonds issued by the District shall not exceed thirty (30) years. The combined total estimated cost of the improvements is Eight Million Nine Hundred Fifty-One Thousand Nine Hundred Twenty-Seven Dollars and Forty-Four Cents($8,951,927.44). The District has the capacity to issue 14 general obligation bonds in the aggregate principal amount of approximately Seven Million Eight Hundred Seventy-Five Thousand Dollars ($7,875,000), projected to yield net bond proceeds of Seven Million Three Hundred Twenty-One Thousand Seven Hundred Seventy-Three Dollars ($7,321,773) (which will be further reduced by the District's contribution of Two Million Dollars ($2,000,000) to the Town as provided in Article V.c, below). Accordingly, it is currently anticipated that the bond proceeds will be insufficient to allow for repayment of Three Million Six Hundred Thirty Thousand One Hundred Fifty-Four Dollars and Forty-Four Cents ($3,630,154.44), which will be contributed by the Developer; however, if the financing capability of the District changes and will permit repayment in the future (due to higher than anticipated assessment values, lower interest rates or any other circumstance), the District may agree to repay the Developer for unreimbursed public infrastructure costs so long as the District has the capacity to make such payments without exceeding the debt limit or Mill Levy Limit provided in this Service Plan. Payments made to the Developer by the District are expected to be made principally from Bond proceeds and shall not exceed the amount advanced for capital costs by the Developer. The Accountant's Forecasted Cash Surplus Balance and Cash Receipts and Disbursements in Exhibit G do not include the above-described Developer contribution to the costs of public improvements. b. Debt Issuance. The District intends to issue two (2) series of general obligation bonds in the aggregate principal amount of approximately Seven Million Eight Hundred Seventy-Five Thousand Dollars ($7,875,000). A total debt limitation of Eight Million Five Hundred Thousand Dollars ($8,500,000) in aggregate principal amount is approved in this Service Plan; such debt limitation is to apply to the aggregate outstanding amount of both general obligation bonds and construction financing notes (i.e., notes or other financial obligations, if any, issued by the 15 District to the Developer to evidence the District's obligation to repay the Developer's advances for construction costs). The first series of general obligation bonds will be issued in the approximate amount of Three Million Two Hundred Thousand Dollars ($3,200,000), at such time as one hundred forty- three (143) homes (representing, together with undeveloped land in the District, a total of approximately Six Million Six Hundred Seventy Thousand Dollars ($6,670,000) in assessed valuation) have received building permits and all public improvements serving such homes have been completed and accepted by the Town ("Development Threshold I"), all of which is anticipated to occur in December 2003 as shown in Exhibit G. The Developer expects that sales of such first series of general obligation bonds (to financial institutions or institutional investors as further provided below) would be made on the basis that, builder activity having commenced within the District (as demonstrated by the development levels required by the immediately preceding sentence), there is a reasonable likelihood that projected future development will occur and will result in increased assessed valuation levels to support payment of such bonds. The second series of general obligation bonds will be issued in the approximate amount of Four Million Six Hundred Seventy-Five Thousand Dollars($4,675,000), at such time as certificates of occupancy have been issued for two hundred seventy-eight (278) residential units(representing a total of approximately Sixteen Million One Hundred Seventy Thousand Four Hundred Fifty- - Three Dollars ($16,170,453) in assessed valuation), and two hundred twenty-two (222) remaining residential units have received building permits, and all public improvements serving such residential development have been completed and accepted by the Town ("Development Threshold II"), all of which is anticipated to occur in December 2007. 16 c. Required Transfers of Bond Proceeds to Town. The District will pay to the Town for deposit into the Town's capital improvements fund five and twenty-eight one-hundredths of one percent (5.28%) of the District's total net bond proceeds which shall be paid to the Town concurrently with the delivery of each series of bonds. The funds so paid to the Town may be used by the Town to finance any park or recreation capital improvement (which may be either within or outside the boundaries of the District) that the District would otherwise be authorized to finance, or, upon agreement of the Town and District, for any 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, traffic safety controls, street lighting, water, storm drainage or landscaping improvements and facilities, any of which improvement shall be of benefit to the Town and District as determined by the Board of Trustees. In addition to the foregoing, the District shall pay to the Town for deposit into the Town's capital improvements fund such additional amount of total net bond proceeds (presently estimated at One Million Six Hundred Thirteen Thousand Four Hundred Ten Dollars ($1,613,410)) as, when added to such 5.28% of net bond proceeds, will make up a total contribution to the Town of Two Million Dollars($2,000,000). Such additional amounts shall be deposited on a proportionate basis from the first and second bond issues, such proportion to be calculated assuming the bond issue principal amounts stated in Article V.b, above unless the Town consents to a different basis of calculation. These additional funds may be used by the Town to finance any capital improvement (either within or outside the boundaries of the District) that the District would otherwise be authorized to finance. The Developer and other Organizers of the District acknowledge that the foregoing provisions for allocation of bond proceeds to the Town's capital improvements fund for capital 17 improvements are material considerations in, and conditions of, the Town's approval of this Service Plan, and the Town has relied thereon in approving this Service Plan. The District shall not issue bonds without including in such issuance the concurrent allocation and delivery to the Town of the funds required by this Article V.c, and such delivery of funds to the Town shall be a condition of closing for such bonds. Further, the District shall not be authorized to issue bonds until the governing body of the District, upon formation thereof, has executed the intergovernmental agreement provided for in Article XIII and Exhibit M, stating its agreement to comply with the provisions of this Article V.c. d. Other Financial Restrictions, Limitations and Requirements. The District shall request voter authorization for such amount of general obligation debt as the District deems sufficient to allow for allocation of the amounts deposited in the Town's capital improvements fund (as described in Article V.c, above) among the District's powers, unforeseen contingencies, increases in construction costs due to inflation and all costs of issuance, including capitalized interest, reserve funds, discounts, legal fees and other incidental costs of issuance; provided, however, that the amount of general obligation debt (together with construction financing notes) actually issued by the District shall not exceed the debt limitation of Eight Million Five Hundred Thousand Dollars ($8,500,000) as stated in Article V.b, above. All bonds of the District will be sold for cash. The authorized maximum voted interest rate is fifteen percent (15%)per annum and the maximum underwriting discount is four percent (4%) of bond principal. The actual interest rates and discounts, within such maximum amounts, will be determined at the time the bonds are sold by the District and will reflect market conditions at the time of sale. 18 Estimated interest rates used in Exhibit G are based on information furnished by the underwriters identified in Exhibit H. In the event bonds are issued at an interest rate higher than the estimated rates used in Exhibit G, the principal amount of bonds will be reduced so as to result in total debt service payments approximately equal to those projected in Exhibit G, and so that debt service on the bonds can be paid from the revenue sources contemplated in this Service Plan. If actual increases in District assessed valuation attributable to inflation and biennial revaluation factors are less than the projected increases for those factors as shown in the Exhibit G forecasts, it is expected that the District would compensate by increasing its mill levy (subject to the Limited Mill Levy)or reducing the principal amount of the bonds issued. The Developer acknowledges and accepts the risk that, if all or a part of the general obligation bonds proposed to be issued by the District are not issued, because of changes in financial conditions or for any other reason, the Developer may not be paid or reimbursed for the cost of public improvements or other advances to the District. No bonds issued by the District shall provide for acceleration as a remedy upon default, unless the District has received the prior written administrative approval of the Town, which approval may be granted only by the Town Administrator or the Board of Trustees. Except as provided below, with respect to notes issued to the Developer for construction financing, this Service Plan authorizes only the issuance of general obligation bonds and only within the above stated limits, and subject to the provisions as to the Limited Mill Levy as set forth below. The District may be authorized to issue revenue bonds, certificates, debentures or other evidences of indebtedness or to enter into lease-purchase transactions, only upon approval of an amendment to this Service Plan, and such an amendment shall be considered a material modification of the Service Plan. The District does not anticipate the imposition of development fees at this time, 19 and may be authorized to impose such fees only upon the prior written approvil of the Board of Trustees. All bonds of the District shall be structured utilizing a commercial bank with trust powers as trustee to hold the bond proceeds and debt service funds and to pursue remedies on behalf of the bondholders. Any bonds issued by the District pursuant to this Service Plan shall be in compliance with all applicable legal requirements, including without limitation § 32-1-1101(6), C.R.S., and article 59 of title 11, C.R.S., and shall be approved by nationally recognized bond counsel. An opinion shall also be obtained from bond counsel or counsel to the District that the bonds comply with all requirements of this Service Plan. e. Limited Mill Levy. "Limited Mill Levy" shall mean an ad valorem mill levy (a mill being equal to 1/10 of 1¢) imposed upon all taxable property in the District each year in an amount sufficient to pay the principal of, premium if any, and interest on the bonds as the same become due and payable, and to make up any deficiencies in any debt service reserve for the bonds, but, together with all other District mill levies (including, without limitation, all mill levies for administration, maintenance, and other operating expenses), such mill levy shall not exceed fifty (50) mills; provided however, that in the event of changes in the ratio of actual valuation to assessed valuation for residential real property, pursuant to Article X, section 3(1)(b) of the Colorado Constitution and legislation implementing such constitutional provision, the fifty (50) mill levy limitation provided herein will be increased or decreased (as to all taxable property in the District, including both residential and commercial 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 20 nor enhanced as a result of such changes ("Gallagher adjustment"). The Limited Mill Levy shall be an enforceable limit on all District mill levies. f. Investor Suitability. In addition: 1. The first District bond issue(anticipated in 2003, as described above) shall be issued only to financial institutions or institutional investors within the meaning of§ 32-1-1101(6)(a)(IV), § 32-1-103(6.5)and § 11-59-103(8), C.R.S.; and 2. The second District bond issue (anticipated in 2007, as described above) shall either: A. be issued only in denominations of not less than Five Hundred Thousand Dollars ($500,000) each, in integral multiples of not less than One Thousand Dollars ($1,000), all as provided in Regulation 59-10.3 promulgated under the Colorado Municipal Bond Supervision Act, § 11-59-101 et seq., C.R.S., so long as such regulation is in effect and otherwise in full compliance with such regulation and such Act; or B. be issued only in denominations of One Hundred Thousand Dollars ($100,000) or more, be sold not in a public offering and exclusively to accredited investors, as that term is defined under §§ 3(b) and(4)(2) of the federal "Securities Act of 1933" by regulation adopted thereunder by the Securities and Exchange Commission, and contain, written conspicuously on such bond, restrictions on transfer as necessary to insure that secondary sales are similarly limited to accredited investors. The District shall provide for and shall utilize mechanisms and procedures for transfers and exchanges of bonds which are reasonably designed to insure continuing compliance with 21 applicable institutional investor, accredited investor and minimum denomination requirements. If the District's bonds are rated in one of the four highest investment grade rating categories by one or more nationally recognized organizations which regularly rate such obligations, compliance with the minimum denomination, institutional investor and accredited investor limitations set forth above shall not be required. g. Refunding bonds. General obligation refunding bonds may be issued by the District to defease original issue bonds in compliance with applicable law, but any such refunding shall not extend the maturity of the bonds being refunded nor increase the total debt service thereon and shall meet the requirements of § 32-1-1101(6)(a), C.R.S. Any issuance of refunding bonds must comply with paragraph (1) under(f) above ("Investor Suitability"), unless Development Threshold II has been reached, in which case such issuance of refunding bonds must comply with either paragraph (1) or paragraph (2) under (f) above (or unless the refunding bonds have received an investment grade rating as described in the last sentence of (f) above). Except as otherwise specifically provided in this paragraph g of Article V, all limitations, restrictions and requirements of this Service Plan with respect to general obligation bonds of the District shall be applicable to refunding bonds, including, without limitation, Limited Mill Levy, debt limit, maximum interest rate, maximum discount, maximum term, prohibition on acceleration, bank trustee requirement and opinion requirements. h. Construction Financing Notes Issued to Developer. The District may issue construction financing notes to the Developer to evidence the District's obligation to reimburse the Developer's advances for construction costs; any Developer advances which are not so reimbursed shall be treated as Developer contributions as described in 22 IV.a, above. Such notes shall be subject to the following restrictions set forth above for general obligation bonds: Limited Mill Levy, debt limitation, maximum term, prohibition on acceleration, and opinion as to Service Plan compliance; but such notes shall not be subject to the above-stated bank trustee requirement, minimum denomination, or bond counsel opinion requirements. Such notes shall not be general obligations of the District, shall bear no interest (see Exhibit G), shall be issued only to the Developer (and therefore shall be not be subject to any underwriting discount), and shall not be transferred, assigned, participated or used as security for any borrowing. The Developer hereby represents that it is an accredited investor, as that term is defined under §§ 3(b) and(4)(2) of the federal "Securities Act of 1933" by regulation adopted thereunder by the Securities and Exchange Commission. Such notes shall be paid from proceeds of the District's general obligation bonds (when and if received by the District, and subject to prior payment of amounts payable to the Town as provided in Article V.c, above); otherwise the notes will be unsecured obligations of the District. To the extent that any of such notes are outstanding when the District's general obligation bonds are also outstanding, payments on the notes may be made only if such payments do not adversely affect the District's ability to pay its general obligation bonds. The Developer solely assumes the risk of nonpayment or other default on such notes, including, without limitation, delay, inability or failure of the District to sell or issue its general obligation bonds. i. Identification of District Revenue. The District will impose a mill levy on all taxable property in the District as the primary source of revenue for repayment of debt service and for operations and maintenance. The mill levy imposed by the District shall not exceed fifty (50) mills, except for Gallagher adjustments permitted under V.b, above. Although the mill levy imposed may vary depending on the phasing of facilities anticipated to be funded, it is estimated that a mill levy of approximately thirty-five 23 (35) mills will produce revenue sufficient to support debt service and operations and maintenance expenses throughout the repayment period. No fees or user charges shall be imposed by the District. j. Security for Debt. The District will not pledge any Town funds or assets for security for the indebtedness set forth in the Financing Plan of the District. k. Services of District. The District will require sufficient operating funds to plan and cause the public improvements to be constructed. The District will also require sufficient operating funds for the maintenance of any improvements it is required or authorized to maintain as provided in this Service Plan. The costs are expected to include: maintenance, organizational costs, legal, engineering, accounting and debt issuance costs, compliance with state reporting and other administrative requirements. The first year's operating budget (for 2003) is estimated to be Fifty Thousand Dollars($50,000). 1. Ouinquennial Review. Pursuant to § 32-1-1101.5, C.R.S., the District shall submit application for a quinquennial finding of reasonable diligence in every fifth (5th) calendar year after the calendar year in which the District's ballot issue to incur general obligation indebtedness is 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 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. 24 m. Letters. There is attached hereto as Exhibit H 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 I a letter from legal counsel for the District stating that the petition for organization of the District, this Service Plan, notice and hearing procedures in connection therewith, and provisions thereof (including without limitation provisions as to the District's bonds, fees and revenue sources) meet the requirements of titles 11 and 32, C.R.S., and other applicable law. There is attached hereto as Exhibit J a letter from bond counsel for the District (i) stating that provisions for payments of bond proceeds to the Town for deposit into the Town's capital improvements finds are authorized and permissible under currently applicable laws, and that the District is authorized by currently applicable laws to undertake such borrowing and make such payments of bond proceeds to the Town; 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. VI. LANDOWNERS' OBLIGATIONS AS TO PUBLIC IMPROVEMENTS The creation of the District shall not relieve the Developer, the landowner or any subdivider of property within the District, or any of their respective successors or assigns, of obligations to construct public improvements for the Saddleback development, of the obligation to enter into a subdivision improvements agreement regarding such improvements, or of obligations to provide to the Town letters of credit as required by the Town to ensure the completion of such public improvements, or of any other obligations to the Town under Town ordinances, rules, regulations or policies, or under other agreements affecting the property within 25 the District or the Saddleback 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 twenty (120) days from the conclusion of the District's fiscal year. Failure of the District to submit such report shall not constitute a 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 3151 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 iii the financial status of the District including any issuance of financial obligations or any 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 public improvements; i. The current assessed valuation in the District; and 26 j. " s;hedule 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. 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. 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 § 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 all public improvements and facilities and all books and records of the District. VIII. DISSOLUTION Promptly when all of the general obligation bonds to be issued by the District have been paid (or when provision for payment thereof has been made through establishment of an escrow as provided by § 32-1-702(3)(b), C.R.S.), the District will so notify the Town and will cooperate 27 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 § 32-1-704(3)(b), C.R.S.; making any necessary agreements as to continuation or transfer of 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 issuance of the District's general obligation bonds, upon the Town's request, the District will cooperate fully with the Town to dissolve the District (without such payment of outstanding general obligation bonds of the District or establishment of an escrow therefor) as provided in §§ 32-1-702(3)(c) and 32-I-707(2)(c), C.R.S. Also, on or after December 31, 2007, if the District has not issued any of its general obligation 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 and other landowners signing the Consent contained in Exhibit D to this Service Plan (together constituting the owners of one hundred percent (100%) of the land in the District) and shall also be binding on their successors in title to any and all land in the District (including the nominees for the initial Board of Directors set forth in Article X hereof and succeeding directors who own land within the District); and such agreements shall obligate all such persons to cooperate fully with the Town as described above, including without limitation,the signing of petitions, execution of consents, and voting in favor of dissolution in any required election. 28 IX. CONSOLIDATION 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. X. 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 orders, the Uniform Election Code of 1992 (as substantially amended by House Bill 93-1255 and as otherwise amended from time to time), and Article X §20 of the Colorado Constitution (the "TABOR Amendment"), and are currently planned for November 5, 2002, but may be held on any legally permitted date. The election questions are expected to include whether to organize the District, election of initial directors, and TABOR Amendment ballot issues and questions. 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, f. Approval of an initial property tax revenue limit, g. Approval of an initial total revenue limit, 29 h. Approval of an initial fiscal yea, spending limit, and i. Approval of a four(4) year delay in voting on ballot issues. 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 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 anticipated to be nominated for the initial board of directors of the District: Al Schnabel Gerald Jorgensen Saddleback Marketing, L.L.C. Jorgensen, Pepin, Raba, Lewis & Motycka, 348 Morning Star Lane P.C. Lafayette, Colorado 80026 The Hamm House (303) 579-4688 709 3rd Avenue Longmont, Colorado 80501 (303) 678-0560 Tom Lindsay Axel Bishop Prudential LTM, Realtors Design Concepts 275 South Main Street, Suite 100 211 North Public Road, Suite 200 Longmont, Colorado 80501 Lafayette, Colorado 80026 (303) 772-2222 Don Park Park Engineering Consultants 420 21st Avenue, Suite 101 _ Longmont, Colorado 80501 (303) 651-6626 XL INDEMNITIES The fully executed Saddleback Marketing, L.L.C. Indemnity Letter attached hereto as Part 1 of Exhibit K is submitted by the Developer to the Town as part of this Service Plan. The form of the District Indemnity Letter attached hereto as Part 2 of Exhibit K shall be executed by 30 the District and delivered to the Town immediately 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 Plan. XII. 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 levy and maximum allowed mill levy. The form of the notice is attached hereto and incorporated herein as Exhibit L, subject to any changes requested by the Town in the future. In addition, there is attached hereto as Exhibit M a form of the Town's 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 disclosure and the disclaimer set forth in Exhibits L and M, respectively, except as directed by the Town. Neither this Service Plan nor any other related agreements shall be construed to impose upon the Town any duties to or confer any rights against the Town upon, any bondholders or other third parties. XIII. INTERGOVERNMENTAL AGREEMENTS The District shall enter into an intergovernmental agreement with the Town which shall be in substantially the form set forth in Exhibit N. The District shall execute and deliver the intergovernmental agreement to the Town immediately upon formation of the District. The 31 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 Plan. No other intergovernmental agreements are proposed at this time. Any intergovernmental agreements proposed regarding the subject matter of this Service Plan shall be subject to review and approval by the Board of Trustees prior to their execution by the District. Failure of the District to obtain such approval shall constitute a material modification of this Service Plan. XIV. 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. XV. 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 modifications of a basic or essential nature, including, but not limited to, the following: 1. Any change in the stated purposes of the District or additions to the types of facilities, improvements or programs provided by the District; 2. Any issuance by the District of financial obligations not expressly authorized by this Service Plan, or under circumstances inconsistent with the District's financial ability to discharge such obligations as shown in the build out, assessed valuation and other forecasts 32 contained in Exhibit G, or any change in debt limit, change in revenue type or change in maximum mill levy (except for any necessary Gallagher adjustment as provided in Article V.b, above); 3. My change in the types of improvements or estimated costs of improvements from what is stated in Exhibit E of this Service Plan; 4. Failure by the District to comply with the requirements of Article V.c of this Service Plan or Section 6 of the intergovernmental agreement (the form of which is attached hereto as Exhibit N) concerning transfer of bond proceeds to the Town; or 5. Failure by the District to enter into the intergovernmental agreement (the form of which is attached hereto as Exhibit N) immediately upon the District's formation as provided in Article XIII of this Service Plan. 6. Failure to comply with the requirements of this Service Plan concerning the dedication of improvements or the acquisition and conveyance of lands or interests in land; 7. The failure of the District to develop any capital facility proposed in its Service Plan when necessary to service approved development within the District; 8. Any proposed use of the powers set forth in §§ 32-1-1101(1)(f) and —1101(1.5), C.R.S., respecting division of the District; 9. The occurrence of any event or condition which is defined under the Service Plan or intergovernmental agreement as necessitating a service plan amendment; 10. The default by the District under any intergovernmental agreement; 11. Any of the events or conditions enumerated in § 32-1-207(2), C.R.S., of the Special District Act; or 33 12. Any action or proposed action by the District which would interfere with or delay the planned dissolution of the District as provided in Article VII 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. 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 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 withhold issuance of any permit, authorization, acceptance or other administrative approval for the Saddleback development, 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. 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 it will not rely on such provisions as a bar to the enforcement by the Town of any provisions of this Service Plan. 34 XVII. RESOLUTION OF APPROVAL The Developer and other proponents of the proposed District agree to and shall incorporate the Board of Trustee's 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 O. XVIII.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 Town agree to pursue a Service Plan amendment or take such other actions as may be necessary to achieve to the greatest degree possible the intent of the affected portion. 35 XIX. CERTIFICATION This Service Plan is submitted to the Town by the undersigned Developer, which is the District petitioner, and with the consent of all property owners of all property within the boundaries of the proposed District. The undersigned will cause written notice of the Town's hearing on the proposed Service Plan to be duly given to all "interested parties" within the meaning of 32-1-204, C.R.S., and will or has caused all other required filings to be made and all other applicable procedural requirements to be met. The information contained in this Service Plan is true and correct as of this date. Saddleback Marketing, L.L.C. A Colorado limited liability company ealaraera /7 eiS GtJ Al Schnabel,Managing Member September 26,2002 EXHIBIT A Legal Description LEGAL DESCRIPTION A tract of land located in the N1/2 of Section 19,T2N, R67W of the 6th P.M.,Town of Firestone, County of Weld, State of Colorado, described as follows: BEGINNING at the N1/4 Corner of said Section 19,from which the Northwest Corner of said Section 19 bears S89°59'35"W, 2387.90 feet(Basis of Bearing),thence S89°59'35"W, 2208.09 feet along the North Line of the NW1/4 of said Section 19 to the Easterly Right-of-way Line of the Former Union Pacific Railroad conveyed to the Union Pacific Railroad Company as described in Warranty Deed recorded June 13, 1910, in Book 320 at Page 187 of the records of Weld County,Colorado; Thence S00°52'37"E, 1207.59 feet along the Easterly Right-of-way Line of said Former Union Pacific Railroad to a point from which the Northwest Corner of that tract of land conveyed to The Weld County Tri-Area Sanitation District as described in Court Decree recorded May 31, 1968, in Book 595 as Reception No. 1517031 of the records of Weld County,Colorado, bears S00°52'37"E, 583.37 feet along the Easterly Right-of-way Line of said Former Union Pacific Railroad, said point also being an angle point of Parcel A of Saddleback Golf Course conveyed to Coal Ridge Management, Inc.as described In Bargain and Sale Deed recorded December 13,2000, as Reception No. 2813046 of the records of Weld County, Colorado; The following courses and distances are along the Northerly Line of said Parcel A of Saddleback Golf Course: Thence 555°09'54"E, 197.36 feet; Thence 500°00'00"E,80.00 feet; Thence S55°09'54"E,304.22 feet; Thence S38°52'55"E,467.85 feet; Thence 561°32'37"E,523.03 feet; Thence N31°50'07"E,967.17 feet to the most Southerly Corner of Parcel C of Saddleback Golf Course at described at said Reception No.2813046; The following courses and distances are along the Westerly Line of said Parcel C of Saddleback Golf Course: Thence N29°13'07"E, 143.45 feet; Thence N12°17'39"E,107.46 feet; s Thence N36°03'32"E, 33.42 feet; Thence N54°06'01"E,105.25 feet to an angle point of said Parcel A of Saddleback Golf Course,also being the most Westerly Corner of Parcel D of Saddleback Golf Course as described at said Reception No.2813046; The following courses and distances are along the Northerly Line of said Parcel D of Saddleback Golf Course: Thence N54°06'01"E,75.01 feet; Thence N80•33'53"E, 314.32 feet to the Northerly Line of said Parcel A of Saddleback Golf Course; The following courses and distances are along the Northerly Line of said Parcel A of Saddleback Golf Course: Thence N75°33'24"E, 209.97 feet; Thence N64°35'44"E, 227.29 feet; Thence S84°37'34"E,789.20 feet; Thence 520°09'33"E,200.39 feet; Thence 557°42'50"E, 196.33 feet to the most Westerly Corner of Parcel E of Saddleback Golf Course as described at said Reception No. 2813046; The following courses and distances are along the Northerly Line of said Parcel E of Saddleback Golf Course: Thence 372°22'06"E, 288.32 feet; Thence 557°55'19"E,468.28 feet to the Northerly Line of said Parcel A of Saddleback Golf Course; The following courses and distances are along the Northerly Line of said Parcel A of Saddleback Golf Course: Thence 565°49'08"E,415.95 feet; Thence N88°08'30"E, 154.74 feet at right angles from the East Line of the NE1/4 of said Section 19 to the East Line of the NE1/4 of said Section 19; Thence leaving the Northerly Line of said Parcel A of Saddleback Golf Course,N01°51'30"W, 1669.50 feet along the East Line of the NE1/4 of said Section 19 to the Northeast Corner of said Section 19; Thence N89°58'18"W, 2635.37 feet along the North Line of the NE1/4 of said Section 19 to the N1/4 Corner of said Section 19 and the POINT OF BEGINNING. Area=149.799 acres, more or less. (Area= 145.333 acres,more or less,excluding Right-of-way for Weld County Road No. 15 and Weld County Road No.20) EXHIBIT B Boundary Map I I I I I I I I I I I I I I I I I I I I MISLOOKAZISADDLEBACK I TOWN OF 14211:47nQ �D I C �`r I. `��IV / I I 1 j.1 .�.-.\pair ••rt —__— _ ad—_ter-,.�---'�.,____a-__—••___ �. • • —.�'—ar •lam , • k' : • G s H•T • v V •1 P • li use MI MI I i I I•••\ • I ‘. . em r i. • • �f-Il J • • Li 1 I ' `. I 1 I y we. /^ 1 I EXHIBIT C Vicinity Map 1 1 1 I 1 I I I I I I I I 1 1 I 1 1 I 13 18 17 PINE CONE AVENUE -._ 1 ii o ' SITE 24 a EWAGE OSAL I +� 19 20 �� 0 MILAVEC J �� LAKE / -?...„ '1 GRANT AVENUE 1 f / ' �� r 1 I � o © I�0 I L UI FIRESTONE 25 -)E II .-.-. I J 29 VICINITY MAP SCALE 1" = 1200' EXHIBIT D Property Owners' Consents ..__..._ .... . .. October 1, 2002 Town of Firestone P.O. Box 100 Firestone, Colorado 80520 RE: Proposed Firestone Trails Metropolitan District(the "District") To Whom It May Concern: Coal Ridge Management, Inc., a Colorado corporation, is an owner of the property attached hereto as Exhibit A, which property is proposed to constitute the boundaries of the District. The purpose of this letter is to advise that I, Tom O'Malley, as Vice President of the Coal Ridge Management, Inc., consent to the organization of the District. COAL RIDGE MANAGEMENT, INC., A Colorado corporation Torn O'Malley Vice President STATE OF COLORADO ) C=� FµD ) ss COUNTY OF t7ENV6I''Z ) Subscribed and sworn to before me on this '5{ day of October 2002, by Tom O'Malley as Vice President of Coal Ridge Management, Inc.,a Colorado corporation. BRE , . ke 0`.:00451)::\ `v. 9 • 2 No Public : o v � .. Nicolle Brewer Iv}p. 45‘1e4' res Commission expires.09/17/05 OF C M:\Firestone Trails'Service Plan JLG 1233 0617.0003 A TRACT OF LAND LOCATED IN THE N '/ OF SECTION 19, TOWNSHIP 2 NORTH, RANGE 67 WEST OF THE 6TH P.M., TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO, DESCRIBED AS FOLLOWS: BEGINNING AT THE N '/4 CORNER OF SAID SECTION 19, FROM WHICH THE NW CORNER OF SAID SECTION 19 BEARS S 89 DEGREES 59' 35" W, 2387.90 FEET (BASIS OF BEARING); THENCE S 89 DEGREES 59' 35" W, 2208.09 FEET ALONG THE NORTH LINE OF THE NW %4 OF SAID SECTION 19 TO THE EASTERLY RIGHT OF WAY LINE OF THE FORMER UNION PACIFIC RAILROAD CONVEYED TO THE UNION PACIFIC RAILROAD COMPANY AS DESCRIBED IN WARRANTY DEED RECORDED JUNE 13, 1910 IN BOOK 320 AT PAGE 187 OF THE RECORDS OF WELD COUNTY, COLORADO; THENCE S 00 DEGREES 52' 37" E, 1207.59 FEET ALONG THE EASTERLY RIGHT OF WAY LINE OF SAID FORMER UNION PACIFIC RAILROAD TO A POINT FROM WHICH THE NW CORNER OF THAT TRACT OF LAND CONVEYED TO THE WELD COUNTY TRI-AREA SANITATION DISTRICT AS DESCRIBED IN COURT DECREE RECORDED MAY 31, 1968, IN BOOK 595 AS RECEPTION NO. 1517031 OF THE RECORDS OF WELD COUNTY, COLORADO, BEARS S 00 DEGREES 52' 37" E, 583.37 FEET ALONG THE EASTERLY RIGHT OF WAY LINE OF SAID FORMER UNION PACIFIC RAILROAD, SAID POINT ALSO BEING AN ANGLE POINT OF PARCEL A OF SADDLEBACK GOLF COURSE CONVEYED TO COAL RIDGE MANAGEMENT, INC. AS DESCRIBED IN BARGAIN AND SALE DEED RECORDED DECEMBER 13, 2000, AS RECEPTION NO. 2813046 OF THE RECORDS OF WELD COUNTY, COLORADO. THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THENCE S 55 DEGREES 09' 54" E, 197.36 FEET; THENCE S 00 DEGREES 00' 00" E, 80.00 FEET; THENCE S 55 DEGREES 09' 54" E, 304.22 FEET; THENCE S 38 DEGREES 52' 55" E, 467.85 FEET; THENCE S 61 DEGREES 32' 37" E, 523.03 FEET; THENCE N 31 DEGREES 50' 07" E, 967.17 FEET TO THE MOST SOUTHERLY CORNER OF PARCEL C OF SADDLEBACK GOLF COURSE AS DESCRIBED AT SAID RECEPTION NO. 2813046; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE WESTERLY LINE OF SAID PARCEL C OF SADDLEBACK GOLF COURSE; THENCE N 29 DEGREES 13' 07" E, 143.45 FEET; THENCE N 12 DEGREES 17' 39" E, 107.46 FEET; THENCE N 36 DEGREES 03' 32" E, 33.42 FEET; THENCE N 54 DEGREES 06' 01" E, 105.25 FEET TO AN ANGLE _ POINT OF SAID PARCEL A OF SADDLEBACK GOLF COURSE, ALSO BEING THE MOST WESTERLY CORNER OF PARCEL D OF SADDLEBACK GOLF COURSE AS DESCRIBED AT SAID RECEPTION NO. 2813046; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL D OF SADDLEBACK GOLF COURSE; THENCE N 54 DEGREES 06' 01" E, 75.01 FEET; THENCE N 80 DEGREES 33' 53" E, 314.32 FEET TO THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THENCE N 75 DEGREES 33' 24" E, 209.97 FEET; THENCE N 64 DEGREES 35' 44" E, 227.29 FEET; THENCE S 84 DEGREES 37' 34" E, 789.20 FEET; THENCE S 20 DEGREES 09' 33" E, 200.39 FEET; - THENCE S 57 DEGREES 42' 50" E, 196.33 FEET TO THE MOST WESTERLY CORNER OF PARCEL E OF SADDLEBACK GOLF COURSE AS DESCRIBED AT SAID RECEPTION NO. 2813046; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL E OF SADDLEBACK GOLF COURSE; THENCE S 72 DEGREES 22' 06" E, 288.32 FEET; THENCE S 57 DEGREES 55' 19" E, 468.28 FEET TO THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THENCE S 65 DEGREES 49' 08" E, 415.95 FEET; THENCE N 88 DEGREES 08' 30" E, 154.74 FEET AT RIGHT ANGLES FROM THE EAST LINE OF THE NE '/ OF SAID SECTION 19 TO THE EAST LINE OF THE NE % OF SAID SECTION 19; THENCE LEAVING THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE, N 01 DEGREES 51' 30" W, 1669.50 FEET - ALONG THE EAST LINE OF THE NE '/4 OF SAID SECTION 19 TO THE NE CORNER OF SAID SECTION 19; THENCE N 89 DEGREES 58' 18" W, 2635.37 FEET ALONG THE NORTH LINE OF THE NE / OF SAID SECTION 19 TO THE N 1/4 CORNER OF SAID SECTION 19 AND THE POINT OF BEGINNING. October 1,2002 Town of Firestone P.O. Box 100 Firestone, Colorado 80520 RE: Proposed Firestone Trails Metropolitan District(the "District") To Whom It May Concern: I, Karen A. Hamilton, am an owner of the property attached hereto as Exhibit A, which property is proposed to constitute the boundaries of the District. The purpose of this letter is to advise that I,as a property owner,consent to the organization of the District. KAREN A. HAMILTON a )ife STATE OF COLORADO ) ) ss COUNTY OF von D ) Subscri tt before me on this I day of October 2002, by Karen A. — Hamilt .�;ijOA * eTAR• • • : • GBL\G: o °F CO`pP blic My Commission Ertl t pp My commission expires �, (n I()7 • M:Firestone Trails\Service Plan JLG1229 0617.0003 EXHIBIT A A TRACT OF LAND LOCATED IN THEN 'A OF SECTION 19, TOWNSHIP 2 NORTH, RANGE 67 WEST OF THE 6TH P.M., TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO, DESCRIBED AS FOLLOWS: BEGINNING AT THE N 'A CORNER OF SAID SECTION 19, FROM WHICH THE NW CORNER OF SAID SECTION 19 BEARS S 89 DEGREES 59' 35" W, 2387.90 FEET (BASIS OF BEARING); THENCE S 89 DEGREES 59' 35" W, 2208.09 FEET ALONG THE NORTH LINE OF THE NW ''A OF SAID SECTION 19 TO THE EASTERLY RIGHT OF WAY LINE OF THE FORMER UNION PACIFIC RAILROAD CONVEYED TO THE UNION PACIFIC RAILROAD COMPANY AS DESCRIBED IN WARRANTY DEED RECORDED JUNE 13, 1910 IN BOOK 320 AT PAGE 187 OF THE RECORDS OF WELD COUNTY, COLORADO; THENCE S 00 DEGREES 52' 37" E, 1207.59 FEET ALONG THE EASTERLY RIGHT OF WAY LINE OF SAID FORMER UNION PACIFIC RAILROAD TO A POINT FROM WHICH THE NW CORNER OF THAT TRACT OF LAND CONVEYED TO THE WELD COUNTY TRI-AREA SANITATION DISTRICT AS DESCRIBED IN COURT DECREE RECORDED MAY 31, 1968, IN BOOK 595 AS RECEPTION NO. 1517031 OF THE RECORDS OF WELD COUNTY, COLORADO, BEARS S 00 DEGREES 52' 37" E, 583.37 FEET ALONG THE EASTERLY RIGHT OF WAY LINE OF SAID FORMER UNION PACIFIC RAILROAD, SAID POINT ALSO BEING AN ANGLE POINT OF PARCEL A OF SADDLEBACK GOLF COURSE CONVEYED TO COAL RIDGE MANAGEMENT, INC. AS DESCRIBED IN BARGAIN AND SALE DEED RECORDED DECEMBER 13, 2000, AS RECEPTION NO. 2813046 OF THE RECORDS OF WELD COUNTY,COLORADO. THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THENCE S 55 DEGREES 09' 54" E, 197.36 FEET; THENCE S 00 DEGREES 00' 00" E, 80.00 FEET; THENCE S 55 DEGREES 09' 54" E, 304.22 FEET; THENCE S 38 DEGREES 52' 55" E, 467.85 FEET; THENCE S 61 DEGREES 32' 37" E, 523.03 FEET; THENCE N 31 DEGREES 50' 07" E, 967.17 FEET TO THE MOST SOUTHERLY CORNER OF PARCEL C OF SADDLEBACK GOLF COURSE AS DESCRIBED AT SAID RECEPTION NO.2813046; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE WESTERLY LINE OF SAID PARCEL C OF SADDLEBACK GOLF COURSE; THENCE N 29 DEGREES 13' 07" E, 143.45 FEET; THENCE N 12 DEGREES 17' 39" E, 107.46 FEET; THENCE N 36 DEGREES 03'32" E, 33.42 FEET; THENCE N 54 DEGREES 06'01" E; 105.25 FEET TO AN ANGLE POINT OF SAID PARCEL A OF SADDLEBACK GOLF COURSE, ALSO BEING THE MOST WESTERLY CORNER OF PARCEL D OF SADDLEBACK GOLF COURSE AS DESCRIBED AT SAID RECEPTION NO. 2813046; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL D OF SADDLEBACK GOLF COURSE; THENCE N 54 DEGREES 06' 01" E, 75.01 FEET; THENCE N 80 DEGREES 33' 53" E, 314.32 FEET TO THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THENCE N 75 DEGREES 33'24" E, 209.97 FEET; THENCE N 64 DEGREES 35'44" E, 227.29 FEET; THENCE S 84 DEGREES 37' 34" E, 789.20 FEET; THENCE S 20 DEGREES 09' 33" E, 200.39 FEET; THENCE S 57 DEGREES 42' 50" E, 196.33 FEET TO THE MOST WESTERLY CORNER OF PARCEL E OF SADDLEBACK GOLF COURSE AS DESCRIBED AT SAID RECEPTION NO. 2813046; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL E OF SADDLEBACK GOLF COURSE; THENCE S 72 DEGREES 22' 06" E, 288.32 FEET; THENCE S 57 DEGREES 55' 19" E, 468.28 FEET TO THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THENCE S 65 DEGREES 49' 08" E,415.95 FEET; THENCE N 88 DEGREES 08' 30" E, 154.74 FEET AT RIGHT ANGLES FROM THE EAST LINE OF THE NE '/ OF SAID SECTION 19 TO THE EAST LINE OF THE NE '/ OF SAID SECTION 19; THENCE LEAVING THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE, N 01 DEGREES 51' 30" W, 1669.50 FEET ALONG THE EAST LINE OF THE NE '/4 OF SAID SECTION 19 TO THE NE CORNER OF SAID SECTION 19; THENCE N 89 DEGREES 58' 18" W, 2635.37 FEET ALONG THE NORTH LINE OF THE NE '/4 OF SAID SECTION 19 TO THE N 'A CORNER OF SAID SECTION 19 AND THE POINT OF BEGINNING. October 1, 2002 Town of Firestone P.O. Box 100 Firestone, Colorado 80520 RE: Proposed Firestone Trails Metropolitan District(the "District") To Whom It May Concern: I. Lavern L. Hamilton, am an owner of the property attached hereto as Exhibit A, which property is proposed to constitute the boundaries of the District. The purpose of this letter is to advise that I, as a property owner,consent to the organization of the District. LAVERN L. HAMILTON STATE OF COLORADO ) ss COUNTY OF Wes) • ) Subsc ' . '- before me on this I day of October 2002, by Lavern L. Ham' 4/O q1=•• • 1 • • • I • •o :: 1A�.VBL��Qo FOF CO ' o u lic tray Commission Er^`^s 1212912002 My commission expires t -zq- M:'Firestone Trails\Service Plan JLG1816 0617.0003 EXHIBIT A A TRACT OF LAND LOCATED IN THE N '/2 OF SECTION 19, TOWNSHIP 2 NORTH, RANGE 67 WEST OF THE 6'H P.M., TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO, DESCRIBED AS FOLLOWS: BEGINNING AT THE N '/ CORNER OF SAID SECTION 19, FROM WHICH THE NW CORNER OF SAID SECTION 19 BEARS S 89 DEGREES 59' 35" W, 2387.90 FEET (BASIS OF BEARING); THENCE S 89 DEGREES 59' 35" W, 2208.09 FEET ALONG THE NORTH LINE OF THE NW ''A OF SAID SECTION 19 TO THE EASTERLY RIGHT OF WAY LINE OF THE FORMER UNION PACIFIC RAILROAD CONVEYED TO THE UNION PACIFIC RAILROAD COMPANY AS DESCRIBED IN WARRANTY DEED RECORDED JUNE 13, 1910 IN BOOK 320 AT PAGE 187 OF THE RECORDS OF WELD COUNTY, COLORADO; THENCE S 00 DEGREES 52' 37" E, 1207.59 FEET ALONG THE EASTERLY RIGHT OF WAY LINE OF SAID FORMER UNION PACIFIC RAILROAD TO A POINT FROM WHICH THE NW CORNER OF THAT TRACT OF LAND CONVEYED TO THE WELD COUNTY TRI-AREA SANITATION DISTRICT AS DESCRIBED IN COURT DECREE RECORDED MAY 31, 1968, IN BOOK 595 AS RECEPTION NO. 1517031 OF THE RECORDS OF WELD COUNTY, COLORADO, BEARS S 00 DEGREES 52' 37" E, 583.37 FEET ALONG THE EASTERLY RIGHT OF WAY LINE OF SAID FORMER UNION PACIFIC RAILROAD, SAID POINT ALSO BEING AN ANGLE POINT OF PARCEL A OF SADDLEBACK GOLF COURSE CONVEYED TO COAL RIDGE MANAGEMENT, INC. AS DESCRIBED IN BARGAIN AND SALE DEED RECORDED DECEMBER 13, 2000, AS RECEPTION NO. 2813046 OF THE RECORDS OF WELD COUNTY, COLORADO. THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THENCE S 55 DEGREES 09' 54" E, 197.36 FEET; THENCE S 00 DEGREES 00' 00" E, 80.00 FEET; THENCE S 55 DEGREES 09' 54" E, 304.22 FEET; THENCE S 38 DEGREES 52' 55" E, 467.85 FEET; THENCE S 61 DEGREES 32' 37" E, 523.03 FEET; THENCE N 31 DEGREES 50' 07" E, 967.17 FEET TO THE MOST SOUTHERLY CORNER OF PARCEL C OF SADDLEBACK GOLF COURSE AS DESCRIBED AT SAID RECEPTION NO.2813046; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE WESTERLY LINE OF SAID PARCEL C OF SADDLEBACK GOLF COURSE; THENCE N 29 DEGREES 13'07" E, 143.45 FEET; THENCE N 12 DEGREES 17' 39" E, 107.46 FEET; THENCE N 36 DEGREES 03' 32" E, 33.42 FEET; THENCE N 54 DEGREES 06'01" E, 105.25 FEET TO AN ANGLE POINT OF SAID PARCEL A OF SADDLEBACK GOLF COURSE, ALSO BEING THE MOST WESTERLY CORNER OF PARCEL D OF SADDLEBACK GOLF COURSE AS DESCRIBED AT SAID RECEPTION NO. 2813046; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL D OF SADDLEBACK GOLF COURSE; THENCE N 54 DEGREES 06' 01" E, 75.01 FEET; THENCE N 80 DEGREES 33' 53" E, 314.32 FEET TO THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THENCE N 75 DEGREES 33'24" E, 209.97 FEET; THENCE N 64 DEGREES 35'44" E, 227.29 FEET; THENCE S 84 DEGREES 37' 34" E, 789.20 FEET; THENCE S 20 DEGREES 09' 33" E, 200.39 FEET; THENCE S 57 DEGREES 42' 50" E, 196.33 FEET TO THE MOST WESTERLY CORNER OF PARCEL E OF SADDLEBACK GOLF COURSE AS DESCRIBED AT SAID RECEPTION NO. 2813046; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL E OF SADDLEBACK GOLF COURSE; THENCE S 72 DEGREES 22' 06" E, 288.32 FEET; THENCE S 57 DEGREES 55' 19" E, 468.28 FEET TO THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THE FOLLOWING COURSES AND DISTANCES ARE ALONG THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE; THENCE S 65 DEGREES 49' 08" E, 415.95 FEET; THENCE N 88 DEGREES 08' 30" E, 154.74 FEET _ AT RIGHT ANGLES FROM THE EAST LINE OF THE NE 'Vs OF SAID SECTION 19 TO THE EAST LINE OF THE NE ''A OF SAID SECTION 19; THENCE LEAVING THE NORTHERLY LINE OF SAID PARCEL A OF SADDLEBACK GOLF COURSE, N 01 DEGREES 51' 30" W, 1669.50 FEET ALONG THE EAST LINE OF THE NE %. OF SAID SECTION 19 TO THE NE CORNER OF SAID SECTION 19; THENCE N 89 DEGREES 58' 18" W, 2635.37 FEET ALONG THE NORTH LINE OF THE NE 'A OF SAID SECTION 19 TO THE N 'A CORNER OF SAID SECTION 19 AND THE POINT OF BEGINNING. EXHIBIT E Engineering Estimates FIRESTONE TRAILS METROPOLITAN DISTRICT PUBLIC IMPROVEMENTS - ESTIMATE OF PROBABLE CONSTRUCTION COSTS 10/2/02 Unit Extended Description Unit Quantity Price Amount UTILITIES WATER — 12"x12"x12"Tee EA 1 540.00 540.00 12"Coupling Adapter EA 1 350.00 350.00 12"x12"x8"Tapping Tee EA 2 1,110.00 2,220.00 12"x12"x8"Tee EA 4 444.00 1,776.00 12"Cross EA 1 525.00 525.00 _ 12"Water Line LF 2662 29.96 79,753.52 12" Gate Valve EA 8 1,287.00 10,296.00 12" Bend EA 13 365.00 4,745.00 — 8"x8"x8"Tee EA 24 280.00 6,720.00 8"Cross EA 5 475.00 2,375.00 8"Water Line LF 24582 20.33 499,752.06 — 8"Gate Valve EA 69 737.00 50,853.00 8" Bend EA 89 365.00 32,485.00 — 8"x8"x6"Tee EA 45 297.00 13,365.00 6-inch Fire Line LF 786 18.50 14,541.00 Fire Hydrant Assembly EA 45 2,250.00 101,250.00 - 3/4" Services EA 279 660.00 184,140.00 Offsite- 12"Water Line LF 1932 29.96 57,882.72 Central Weld County Water District 12"Water Li LF 5350 30.00 160,500.00 SUBTOTAL-WATER $ 1,224,069.30 STORM SEWER _. Outlet Structure EA 1 3,000.00 3,000.00 Sidewalk Culvert EA 9 1,000.00 9,000.00 Type R Inlet EA 20 3,000.00 60,000.00 .— Earth Ditch LF 7950 18.00 143,100.00 18" RCP LF 1160 22.00 25,520.00 24" RCP LF 880 30.00 26,400.00 - 30" RCP LF 550 39.00 21,450.00 48" RCP LF 350 86.00 30,100.00 3'x5' Box Culvert LF 120 130.00 15,600.00 — 3'x7' Box Culvert LF 120 140.00 16,800.00 Flared End Section EA 14 465.00 6,510.00 24" Irrigation Relocation LF 1160 27.00 31,320.00 FIRESTONE TRAILS METROPOLITAN DISTRICT PUBLIC IMPROVEMENTS ESTIMATE OF PROBABLE CONSTRUCTION COSTS 10/2/02 SUBTOTAL- STORM SEWER $ 388,800.00 - STREETS Subgrade Preparation SY 139900 3.00 419,700.00 — 6-inch Full Depth HBP SY 114435 12.00 1,373,220.00 Mountable Curb&Gutter LF 53565 11.00 589,215.00 Median Curb &Gutter LF 7452 9.00 67,068.00 8-foot Cross Pan SY 1620 62.50 101,250.00 Handicap Ramp EA 80 500.00 40,000.00 — Curb Return and Apron EA 88 1,800.00 158,400.00 Sidewalk 4'wide SY 20740 25.00 518,500.00 Sidewalk 8'wide SY 1572 32.00 50,304.00 Sidewalk 10'wide SY 5700 39.00 222,300.00 8'x10' Box Culvert LF 120 330.00 39,600.00 WCR#15 LF 5280 40.00 211,200.00 SUBTOTAL-STREETS $ 3,790,757.00 - GRADING CY 280000 1.50 $ 420,000.00 - LANDSCAPING Gas Well Areas LS 1 200,000.00 $ 200,000.00 Perimeter/ Parks LS 1 1,800,000.00 $ 1,800,000.00 SUBTOTAL-LANDSCAPING $ 2,000,000.00 SUBTOTAL-PROJECT $ 7,823,626.30 OTHER COSTS — Townhomes EA 126 1,750.00 220,500.00 Patio Homes- Private Street EA 134 2,250.00 301,500.00 8'Trail LF 9300 35.00 325,500.00 10' Trail LF 2400 42.00 100,800.00 - Soccer Field -225'x 360' SF 80718 2.23 180,001.14 SUBTOTAL-OTHER COSTS $ 1,128,301.14 TOTAL-PROJECT IMPROVEMENTS $ 8,951,927.44 PrPARK ENGINEERING _ CONSULTANTS September 23, 2002 Town of Firestone 151 Grant Avenue Firestone, Colorado 80520 RE: Proposed Firestone Trails Metropolitan District To Whom It May Concern: I, Donald W. Park, a Registered Professional Engineer in the State of Colorado,have reviewed the Engineer's Estimate of Probable Construction Costs within the Service Plan for Firestone Trails Metropolitan District in the Town of Firestone, Colorado. The Engineer's Estimate of Probable Construction Costs was based on the following information and assumptions: A. The quantities for each item were based on a conceptual design of public improvements prepared by Park Engineering Consultants that was not reviewed or approved by appropriate governing agencies. _ B. Unit Costs were based on recent bid costs for similar projects. Based on these assumptions, I believe that the Engineers Estimate of Probable Construction Costs contained within the Service Plan for Firestone Trails Metropolitan District is reasonable for the public improvements portion of this project. Additionally,I have reviewed the exhibits of the location of public improvements within the Service Plan for the district(Service District Roadways, Storm Drainage System, Water Distribution System,Parks and Open Space)and believe the exhibits represent the conceptual design of the public improvements prepared by Park Engineering Consultants. Sincerely, ottlersit • Park nginee g Consultants Q 4.52,O ,4. ? se r� ,� • 26726 ti E 2:?3 Donald W. Park, P.E. s dj. �anruo'°^ Project Manager S��`jglf • CF GOLO�tiS.intIff • • 420 21st Ave. Suite 101 • Longmont, CO 80501 • (303) 651-6626 • FAX (303) 651-0331 E-mail don@parkengineering.net EXHIBIT F Location of Public Improvements IPRELIMINARY UTILITY PLANS SADDLEBACK TOWN OF FIRESTONE COUNTY OF WELD - . CONSThU({a40®I?1 NOTES STATE s>im OF 8`'°° SN I4 INDEX ' 1. ALL m16MC1101 WALL ER N ACCOMMICO STI TIE WAN OF MESON!COQSNCN01 1 COVER SHEET STMOAWS NO S'EEORRMIN T TEPI NS NO E D COWRY 11FMEA SAINTA1I0N MIMEO SEMOAaEL M wO1IS F TAMMY w.LATEST MASON TERME 13 18 17 HE E I TIE THE A IE 2 UTILITY PLAN : M N THE CTN SHALL INELD MICROCATE AND REIFY 11E OMI Cr ALLCT I NTCT �I ' .=e.i 3 UTILITY PLAN 11E N M catANY NCO AREA HEN TO M N I TIER CrO LLEI PROMO NE OA . M ENGINEER Cr6 ANY COMER ML MEMO MINTER!W0.E PROMOTE)FICI BSc DUTA*BY WE CONTRACTOR'S CPEAATOIS MI TIE CWIRACIM SHALL E ESPOUSE FM REPAIRING MY OMAE 10 DOING MITES AT Im EEEIE. �- I 1 pi' MR Im1TA AT S- -nx-txr 4 UTILITY PLAN 4. M CORiUCTOR FILL BE ESPOa51E FM ALL mNTIC CONTRO.IF APPU EER SITE 5 PRELIMINARY GRADING & DRAINAGE PLAN CLUING CONSTRUCTOR ALL TRAFFIC CONTROL S ALL CONFORM TOTHE MANUAL 01 AEOJ ! "Zj TRAFFIC CONTROL DE O*LATEST m EE 24 is 6 PRELIMINARY GRADING & DRAINAGE PLAN L OINIRACIOT MAl1 MW N HIS POSEESS0l AT ALL TSES.@E M!!ED COPY CF PLANS ' �S •• APPRIZED BY M 1NN OF FIRESTONE MOM ME 15 MLA SETA1101 DISTRICT.NO CURRENT ♦ 19 20 7 PRELIMINARY GRADING & DRAINAGE PLAN MD CO-WW TSAEANS0 AEA STN ME CO ORONO RECOMMITS FM SWEAEY SERER.e. AS-euET DMuas AS RECORD.NE TO E slNrrTm FRIAR TO THE PRmATpHIARr /\�\ MLAKE 0 / 8 PRELIMINARY GRADING & DRAINAGE PLAN ACCEPTMCO Cr TIE MismuCTION. ). TE TOW DISTRICT OR MOO ME NOT REWPWSSE FM SAFETY N N N NWT ��L TIE PROJECT STS,NCR FM CWWSANCE BY THE APPROPRIATE PARTY Cr INCRECULAMIS'RATIO TEEM �\ (' B. THE TM MSMCO OR ENEEDE DEEMS NO COIMR Cr Two SAFETY OR ADEWACY Cr �I I/ ` I� / NUM AYCNI! n\\ralt_MY EaPIEHIT BALM COPOENE SCAEFODBN.FOB)N MY OTHER I WM (J1, 'I CF NEAT II Cl ABOUT INC PR0.E)f,Cl N M SJPEOITEQQIE O IL. L TIE CNIRACIRH SELL E ES!'O�E rM MOWN MT NOBOMATER - - COO ENCOUNTERED CUING 11E ONSTRUCTgi Cr MY PORTION OP THIS PROECT (ADO FIRESTONE OOUND ATER MILL E PURIM PEED,REWORD MD IMP®OP IN A ��I QOC1 INNER INCH DES NOT CMS FORCING Cr wen=WEER NOR % 25 MI= I 29 CROWN Cl ABOT1INO PROPERTIES N DEER TO CONSTRUCT TIE IPROWIENIS Sal N TESE PLANS. NO CNOEIE WILLIE PLACE WERE VICINITY MAP NODUHORATFR S MINE N MR MNNOTETER TAME HAS S WESLTT OFF ow.NOWA E amlr ROM DECNSTMN.TIW WED BROW THE PROPOSED WPROWNENTL MY WRITABLE MEA. N A Cr SCALE r = 1200' TE ROWED IMPRITEMENTS STALL E SIC AS AN®ERN BY TIE COORACIOI,TE OSTMCT,AND M DESIGN OMER AT TE THE OF REM O CURMICE 10. IT STALL E TE ESN DISCS ESPOaITY ro ESO.E CONIAJCTN PROAEYS'511)1 TE TOWI/DIMICT OE ro OWNED COIIDOS PREPARED OOLLIF�d N: TE DICOUNTENED NWM.TIE�t,,ITRACTOR N ME OII0CCHI HE s PROMOS rlrlCT, Cr� ALTERAT INS El THE WW M CONSTRUCTION RMS TIYO.VES SNi1CNR CHANCES 10'RE NMACI0E O'TE N*,N 10 TE FUTURE CNDM0S t PCM10 N P NAME WWWIE MSS.TIE NSN EI MEER MILL E I RFTNWE FM SHITTING MOM PLANS TO THE TOTN/OSTMCT FM MEW MD DNND!PIM E pm GTE ATROVAL HRER TO MY FIMTIER CONSMICTIOI ELATED 10'MAT PORT ON Cr TIE VOSL II. THE CONTRACTOR AR AN TOT E SHALL AURRE BARE AR COWES APPROVALS RFS510EfIT FOR AN PROJECT. C.IM O OW TIE CARE OF CNSIRMCII01 Cr M AECIARE MO WAI SAFETY Cr ALL PIS NCI W METED THAT TE WRONG HIT WALL M CMIIMOIRY,MO POT E LM1ED TO MOWS.WRONG M MD MAT ALL UMI IN SUMS ALL COUNTY 1 WAIL E COOM1Cl l N WWI) E ICI END REI00. RIEDET MD NOD 114MSF99 FHEN MT NW ALL LIAEITT. CONU 1R-NSA SIMTAR E RETRIED NO FOUND MET S' EM OR ESE®.II W SCTOI ITN M IMOEINICE SC WOK N MS DRAIN)HAS WEN AWARD E1 REND TOWN METAL TO M PROJECT,MORON TNO DI WSIIIT MOMS FRaY M HOE CpMINICE I1)1 1,a'STM0NE]IEWREEIIIS'MD OTHER 10111 IEONHNE Cr M roN,051W Cl FNOEDE REORRMFNR MIEJENWEEEIS TMF R Aka COMM; O V 6 M P1 liFIMI FNOMRv IMR4 12. M=TRACES!UAL MOM AU.IMITA SOW eAMOCAOPA FLANEN TTAIP MO TIOIIN RF APPFM K%/Y M)TER WACO PEOREARY10 PROWS RR PUBLIC SAFETY S ; AL AFFECTED ICE IFIN TON SFNIONUL RETRACTOR WALL NOWT ALL ALL AFFECTED 501 1 TESL DEFECT.MARY.NO PROJECT ENGINE A WNW APPETITE BT Cr 24 HOURS PIER TO MY WATER M SETO SERER MiERRPTI01. 1011 1110.0 GTE J®Na 11 ALL ONTRACTOO NO MICONTRACTIMS OM..E IIONSD NTH M TOW Cr FSiES1vE APPROND B1: WRA SAIL DIRECT GTE .®NO.14. PEE ENOEETSN COWMEN ASSUMES NO I PONSWITT FM nun LOCATOR ABBREVIATIONS AND LEGEND M MODES NOEE N VW NANO NAN BEEN PROM FROM M EST AVMAME MORLIATIM. IT WSFV M TOR AIM CCM HOMER TIE ALL PS 811E ael lelT Cr EA -—- MONO ROOMY EHER INN IDlid}OQ DOOIFOSaB BLOCK MY INSMICTOA EXIST.SAM is EM51110 SNITA T EM IIMII E M E Cr IAPRy WONOAM 11•E CR tank.IL WIEI RELATED.A P E-NRMCTIN COMMENCE SAL E MD AT LEAST 411 B/L .-�� PREP.ROTARY EM MAN Fun ma INRI/EA�EFEHwr RAT DISTRICT.CON PIER N EDIIE�t LSE Cr NEMER NN 1 REPIMmrTAl M �AT A� rN FLOW ORFCTIOI Rua SOZT MG Main Mort am E N Al1EMINCE I�II;YV�Y YOC/II ARK w w K SAN MN • PROPOSE)lwTMY EVER MINOR NIMMATM PON CV: IMMO IS. CONSIM10101 OWL CCHI WE ION OE TEAR 6 M WROTE DATE SESI N DE PURL PI E RR NG MUST ES METE FOR NEWT NO ARROW- IOWA 89 E— REPOSED SNNTNfY SEER SERVICE IF CONSIRMCTOI S HALTED FOR MOPE NM ow m YEAR,PLANS MUST E PERMITTED NORTH WARIER COWER Cr SECTION II.TEAL RIM STH PAL. WA -— - IMMON FOR ROW/N APPROVE. ALL APPRO . ALL SERO eAD S MA.E ACCURATELY S WETO AND STARED LOCATED N M COMOE Cr SW RUNTY TY R NO.20. Dorm WATER IRE wom N ACCORDANCE IN M IP ROMD PLANS PRIM TO NM CONSMiTlON, ELEVATOR 413651. MIS 413651. M IA ERSMO RE NTORAMT PUT L Cr S 17. CONTRACTOR SIAM.MAR NO EF AG F NEOSTMY.TILE POTIONS OF DATE TW A ENSNO WATER TRW PARK ENGINEERING ROADS MO 1RM5 WWI AE OSNRBED CHIC M WOINICTION OF M PRO'OSD SWROAENR REPAIRS STALL E WOE II ACCOYDMC I1)1 M TOM Cr FlES70E Vr/L RIP64D WATER VE COST MOM M CONSULTANTS SHA .EPEODALY DE M SUM MY 10 ROtaMIE REGULATOR! -N a REPAIRS UTILITIES AND VENDORS PR E PROPOSED PM HST 1NNNT M.BOm1 (ampm-seas CEDI1I03 120 51sr MOM 611E 101 as CROT — AT&T c NY A PMPmm WATER YM3c SADDLEBACK S SSTT.DIEM ye •--- PROPOSE)WATER WINCE view , WATER - — TOIL OF WITTIME OWES SHEET i TIE - NEDOIOC-MESME FRE PROTECTION OSMCT - - FNA MAPPED RDOOTAIN far IMITATION - -- 1I-NEA IMITATION OSECO P0EN -- METED POWER - —.— —— - MANAGETAM BOUNDMY UILRY PLANS LAND RMIINO - --- ESN OWL EL WV) EIOUMMORI — PAM NOEEINO COI P5111)) a RO MR EYE M ICT M r f MEW FLOW DIRECTOR 224-2 I 10/02/01I 224OFs1 I I OF 11 ii;1 g i , E S i . nII Di I 4 sin&$ re NI 8 ft Ii � _ a ri 9 aM1 r a'i; it i i _ i- LJ Y,;; =1 e, -*c:i iii- 1 - J. la _ AEU=traireCIE A Q... 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J�� LIELIPIIII PI • i Ri �—w; luI ` ^ 1 oue9'5F CM ;111 it NWT111 'itJ ' ikillUrf-14411121- lse 51 _ p qqm5 4 R' �i II� `�j sil je § �>E T'rl 7Ai lad gg s9YE gii Innoshi ''iE di' ' � II �!y[' 45 iii1 :11,1 .r: '-ntrAikkr 1' ‘.1i5!, ,,, ,. !g $ 0 111ap �INI `I ! y,.£I Y 1 IM is ii 11FIE Imi a :OM iii , /,/` r ij 9!5 4, NI 4Sti • it °`� llig' �� 14, E 1 IL " iii : ` sil A d.� g �� f / � g # =i y�# _ �' •.��\ ' °I+iif m€ xS Id +� � ' y� iii \ -• y h!!! - "tee i iii 5 . 444444,44 _lIt II1 Egg �xi y Aiii wt �1__i•Ilk � iii elill , k t 1 # xg ti I r'9l tl 11 r1+ 3'ii '' I I " �i 11 ag6z4Wa II I W 9.ggg_ 1 I , \ tetrecir.le, EXHIBIT G Financing Plan Forecasted Cash Surplus Balances and Cash Receipts and Disbursements Market Projection Consultant's Analysis Developer's Letter in Support of Market Projections FIRESTONE TRAILS METROPOLITAN _ DISTRICT FORECASTED CASH SURPLUS BALANCES AND CASH RECEIPTS AND DISBURSEMENTS OCTOBER 1 , 2002 Clifton Gunderson LLP Certified Public Accountants&Consultants Petitioners for Formation of Firestone Trails Metropolitan District Weld County, Colorado Town Trustees Town of Firestone Weld County, Colorado We have compiled the accompanying forecasted cash surplus balances and cash receipts and disbursements of Firestone Trails Metropolitan District (the "District") (in the Formation Stage of Development) as of the date of formation and for the 36 subsequent calendar years, in accordance with attestation 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 the Petitioners for Formation of the District 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. However, we did become aware of a departure from the guidelines for presentation of a forecast established by the American Institute of Certified Public Accountants, which is described in the following paragraph. 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. As discussed in Note 4, the forecast is presented on the cash basis of accounting, whereas the historical financial statements for the forecast period are expected to be presented in conformity with generally accepted accounting principles on the modified accrual basis. Guidelines for presentation of a forecast established by the American Institute of Certified Public Accountants require disclosure of the differences resulting from the use of a different basis of accounting in the forecast than that expected to be used in the historical financial statements for the period. If the AICPA presentation guidelines were followed, the forecast would indicate that the presentation reflects the cash balances and cash received and disbursed rather than fund balances and revenue and expenditures that would be recognized under generally accepted accounting principles based on the modified accrual basis of accounting. Greenwood Village, Colorado October 1, 2002 Offices in 13 states and Washington,DC H I LB International I ) I I 1 I I I I I I I I I I I I 1 I I. FIRESTONE TRAILS METROPOLITAN DISTRICT On the Formation Stage of Development) FORECASTED CASH SURPLUS BALANCES AND CASII RECEIPTS AND DISBURSEMENTS Page 2 SUMMARY (continued) AS OF THE DATE OF FORMATION AND FOR THE CALENDAR YEARS ENDING THROUGH 2037 _ CASH RECEIPTS Net Specific Developer Capitalized Assessed Properly Ownership Advance- Interest from Interest Total Year Value Mill Taxes Taxes Organization/ Bond Income Receipts (Page 6) Levy 98.00% 10.00% Operations Proceeds 3.00% (To Page 3) 2002 0 0.000 0 70,000 0 70,000 2003 0 0.000 0 0 50,000 284,977 0 334,977 2004 2.398,642 35.000 82,273 8,227 8,549 99,050 2005 6,672,772 35.0170 228,876 22,888 2.791 254,555 2006 10.106,855 35.000 346,665 34.667 1,667 382,998 2007 12,975.801 35.000 445,070 44,507 0 4,365 493,942 2008 16,113.611 35.000 552,697 55,270 9,160 617,126 2009 17,408,875 35.000 597,124 59,712 7,039 663,875 2010 17,757,052 35.000 609,067 60,907 6,388 676,362 2011 17,757,052 35.000 609,067 60,907 6.030 676,003 2012 18,112,193 35.000 621,248 62,125 5,588 688.962 2013 18,112,193 35.000 621,248 62,125 5,475 688.848 2014 18,474,437 35.000 633,673 63,367 5.457 702,497 2015 18,474.437 35.000 633,673 63,367 5,496 702,537 2016 18.843,926 35.000 646,347 64,635 5,519 716,500 2017 18,843,926 35.000 646,347 64,635 5,502 716,484 2018 19,220,804 35.000 659,274 65,927 5.521 730,722 2019 19.220,804 35.000 659,274 65.927 5.564 730,765 2020 19,605,220 35.000 672,459 67,246 5,549 745,254 2021 19,605.220 35.000 672,459 67,246 5,631 745,336 2022 19,997,325 35.000 685,908 68,591 5,723 760,222 2023 19,997,325 35.000 685,908 68.591 5.839 760,338 2024 20,397,271 35.000 699,626 69.963 5.893 775,482 2025 20,397,271 35.000 699,626 69.963 5,918 775.507 2026 20.805,217 35.000 713,619 71,362 5,977 790,957 2027 20,805,217 35.000 713,619 71.362 5.965 790,946 2028 21,221,321 35.000 727,891 72,789 5,947 806,627 2029 21,221,321 35.000 727,891 72,789 5,987 806.668 2030 21.645,748 35.000 742.449 74,245 5,995 822,689 2031 21,645.748 35.000 742,449 74,245 6,054 822,748 2032 22,078,663 35.000 757.298 75,730 6,075 839.103 2033 22,078,663 35.000 757,298 75,730 6,163 839,191 2034 22,520,236 35.000 772,444 77,244 6,230 855,919 2035 22,520,236 35.000 772,444 77.244 6,254 855,942 2036 22,970,640 35.000 787,893 78,789 6,305 872,988 2037 22,970.640 35.000 787,893 78,789 6.384 873,066 21.711,100 2.171.110 120.000 284,977 198,001 24,485,187 Note: Net Propeny Taxes assumes a 1.5%County Treasurer's Collection Fee and a.5%Allowance for Uncollenible Accounts. SEE SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES AND ACCOUNTANT'S REPORT G:\3\30231\accservlproject\2002 Forecast\Firestone Trails Oct 1 2002 FINAL 10/1/2002 12:01 PM I I ) ) 1 I I I I I 1 1 ) I I 1 I ) I FIRESTONE TRAILS METROPOLITAN DISTRICT (In the Formation Stage of Development) FORECASTED CASH SURPLUS BALANCES AND CASH RECEIPTS AND DISBURSEMENTS Page 3 SUMMARY AS OF THE DATE OF FORMATION AND FOR THE CALENDAR YEARS ENDING THROUGH 2037 DISBURSEMENTS Debt Service Annual Cumulative Total Administrative Available Series Series Cash Cash Year Receipts Disbursements for Debt 2003 2007 Surplus Surplus Year (From Page 2) 2.00% Service Bonds Bonds _ (Page 7) (Page 7) 2002 70.000 70,000 0 0 0 2002 2003 334,977 50,000 284,977 284,977 284,977 2003 2004 99,050 51,000 48,050 240,000 0 (191,950) 93,027 2004 2005 254,555 52,020 202,535 240,000 0 (37.465) 55,562 2005 2006 382,998 53.060 329.938 240,000 0 89.938 145,500 2006 2007 493,942 54,122 439,820 280,000 0 159,820 305,320 2007 2008 617,126 55,204 561,922 282,000 350.625 (70,703) 234,617 2008 2009 663,875 56,308 607,567 278,625 350,625 (21,683) 212,934 2009 2010 676,362 57.434 618.927 280,250 350,625 (11.948) 200,987 2010 2011 676,003 58,583 617,420 281,500 350,625 (14,705) 186,282 2011 2012 688,962 59,755 629,207 282.375 350,625 (3,793) 182,489 2012 2013 688,848 60,950 627.898 277,875 350,625 (602) 181,887 2013 2014 702,497 62,169 640,328 278,375 360,625 1,328 183,215 2014 2015 702,537 63,412 639.125 278,500 359,875 750 183,965 2015 2016 716,500 64.680 651.820 278.250 374,125 (555) 183,410 2016 2017 716.484 65,974 650.510 277,625 372,250 635 184,045 2017 2018 730,722 67.293 663,429 281,625 380,375 1,429 185,474 2018 2019 730,765 68,639 662,126 279,875 382,750 (499) 184,974 2019 2020 745,254 70,012 675.242 277,750 394,750 2,742 187,717 2020 2021 745,336 71,412 673,924 280,250 390,625 3,049 190.766 2021 2022 760,222 72,841 687,381 282,000 401,500 3,881 194,647 2022 2023 760,338 74,297 686,041 278,000 406,250 1,791 196,438 2023 2024 775,482 75.783 699,699 278,625 420,250 824 197,262 2024 2025 775.507 77,299 698,208 278,500 417,750 1,958 199,220 2025 2026 790,957 78.845 712,112 277,625 434,875 (388) 198,833 2026 2027 790,946 80,422 710,524 281,000 430,125 (601) 198,232 2027 2028 806,627 82.030 724,597 278,250 445,000 1,347 199,579 2028 2029 806,668 83,671 722,997 279,750 443,000 247 199,826 2029 2030 822,689 85,344 737,344 280,125 455,250 1,969 201,795 2030 2031 822,748 87,051 735,697 279,375 455,625 697 202,492 2031 2032 839.103 88,792 750,310 277,500 469,875 2,935 205,427 2032 2033 839,191 90,568 748,623 279,500 466,875 2,248 207,675 2033 2034 855.919 92,379 763,539 0 762,750 789 208,464 2034 2035 855,942 94,227 761,715 0 760,000 1,715 210,180 2035 2036 872,988 96,112 776,876 0 774,250 2,626 212.806 2036 2037 873,066 98,034 775.033 0 774,000 1.033 213,838 2037 24,485,187 2,569,724 21,915.463 8,265,125 13,436,500 213,838 SEE SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES AND ACCOUNTANTS REPORT G:\3\30231\accserv\project\2002 Forecast\Firestone Trails Oct 12002 FINAL 10/1/2002 12:01 PM ) I I I I I I I I ) 1 I I 1 I I 1 1 I • FIRESTONE TRAILS METROPOLITAN DISTRICT (In the Formation Stage of Development) FORECASTED CASH SURPLUS BALANCES AND CASII RECEIPTS AND DISBURSEMENTS Page 4 SCHEDULE OF ESTIMATED ASSESSED VALUATION (continued) • AS OF THE DATE OF FORMATION AND FOR THE CALENDAR YEARS ENDING THROUGH 2037 Single Family Units Patio Homes Townhomes Est.Market Annual Value Est.Market Annual Value Est.Market Annual Value Construction Collection Single Family Value per of New SF Patio Home Value per of New Townhomes Value per of New Year Year Units Unit Units Units Unit Patio Homes Unit Townhomes 5400,000 5300,000 5200,000 Inflation compounded annually on base price 2% 2% 2% 2000 2002 0 0 0 2001 2003 0 0 0 2002 2004 400,000 0 300,000 0 200.000 0 2003 2005 78 408,000 31,824,000 35 306,000 10,710,000 30 204,000 6,120,000 2004 2006 70 416.160 29,131,200 23 312,120 7,178,760 42 208,080 8.739,360 2005 2007 69 424,483 29,289,341 0 318,362 0 0 212,242 0 2006 2008 48 432,973 20,782,697 38 324,730 12,339,727 0 216,486 0 2007 2009 14 441,632 6,182,852 38 331,224 12,586.521 54 220.816 11,924,073 2008 2010 450,465 0 337,849 0 225,232 0 2009 2011 2010 2012 2011 2013 2012 2014 2013 2015 2014 2016 2015 2017 2016 2018 2017 2019 2018 2020 2019 2021 2020 2022 2021 2023 2022 2024 2023 2025 2024 2026 2025 2027 2026 2028 2027 2029 2028 2030 2029 2031 2030 2032 2031 2033 2032 2034 2033 2035 2034 2036 2035 2037 279 117,210,091 134 42,815,008 I26 26,783,433 SEE SUMMARY OFSIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES AND ACCOUNTANT'S REPORT G:\3\30231\accserv\projecl\2002 Forecast\Firestone Trails Oct 1 2002 FINAL 10/1/2002 1153 AM ► I ► ► I I I I i I I I I I I 1 1 I I FIRESTONE TRAILS METROPOLITAN DISTRICT (In the Formation Stage of Development) FORECASTED CASH SURPLUS BALANCES AND CASH RECEIPTS AND DISBURSEMENTS Page 5 SCHEDULE OF ESTIMATED ASSESSED VALUATION (continued) AS OF THE DATE OF FORMATION AND FOR THE CALENDAR YEARS ENDING THROUGH 2037 Total Annual Total Annual Est.Biennial Cumulative Estimated Number of New Value of Revaluation Valuation Residential Residential Consuuction Collection Residential New SF per State of New Assessment Assessed Year Year Units Residences Statute Residences Rate Valuation 2% 2000 2002 0 0 9.15% 0 2001 2003 0 0 0 9.15% 0 2002 2004 0 0 0 0 9.15% 0 2003 2005 143 48,654,000 48.654,000 9.15% 4,451.841 2004 2006 135 45,049,320 973.080 94,676.400 9.15% 8,662,891 2005 2007 69 29,289,341 123,965,741 9.15% 11,342,865 2006 2008 86 33,122,42 2,479,315 159.567,480 9.15% 14,600,424 2007 2009 106 30,693,446 190,260,926 9.15% 17,408,875 2008 2010 3,805,219 194,066,145 9.15% 17,757,052 2009 2011 194,066.145 9.15% 17,757,052 2010 2012 3,881.323 197,947,467 9.15% 18,112,193 2011 2013 197.947,467 9.15% 18,112,193 2012 2014 3,958,949 201,906,417 9.15% 18,474.437 2013 2015 201,906,417 9.15% 18,474,437 2014 2016 4,038,128 205,944,545 9.15% 18,843.926 2015 2017 205,944,545 9.15% 18,843,926 2016 2018 4.118,891 210.063,436 9.15% 19,220,804 2017 2019 210,063,436 9.15% 19,220.804 2018 2020 4,201,269 214,264,705 9.15% 19,6O5,220 2019 2021 214,264,705 9.15% 19,605,220 2020 2022 4,285.294 218,549,999 9.15% 19,997,325 2021 2023 218.549,999 9.15% 19,997.325 2022 2024 4.371,000 222,920,999 9.15% 20,397.271 2023 2025 222,920,999 9.15% 20,397,271 2024 2026 4,458,420 227,379,419 9.15% 20,805,217 2025 2027 227.379,419 9.15% 20,805,217 2026 2028 4,547,588 231,927,007 9.15% 21,221,321 2027 2029 231.927,007 9.15% 21,221,321 2028 2030 4,638.540 236,565,547 9.15% 21,645,748 2029 2031 236,565.547 9.15% 21,645,748 2030 2032 4.731,311 241.296,858 9.15% 22,078,663 2031 2033 241,296,858 9.15% 22,078,663 2032 2034 4,825,937 246,122,795 9.15% 22,520,236 2033 2035 246,122.795 9.15% 22,520,236 2034 2036 4,922,456 251.045,251 9.15% 22,970,640 2035 2037 251,045,251 9.15% 22,970,640 53 186,808,531 64,236,720 SEE SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES AND ACCOUNTANTS REPORT G:\3\30231\accserv\project\2002 Forecast\Firestone Trails Oct 1 2002 FINAL 10/1/2002 11:53 AM I 1 I 1 I I I I 1 1 I 1 I I I 1 1 I I FIRESTONE TRAILS METROPOLITAN DISTRICT on Me Fumy:Mon Stage of Development) FORECASTED CASH SURPLUS BALANCES AND CASH RECEIPTS AND DISBURSEMENTS Page 6 SCHEDULE OF ESTIMATED ASSESSED VALUATION AS OF THE DATE OF FORMATION AND FOR THE CALENDAR YEARS ENDING THROUGH 2037 Undeveloped Residential Land Cumulative Total Construction Collection Platted& Lots Actual Assessed Assessed Year Year Finished Lots Used Value Valuation Valuation 17% 29% 2000 2002 0 0 2001 2003 0 0 0 0 2002 2004 8,271,180 0 8,271,180 2,398,642 2,398,642 2003 2005 7,658.384 (8.271,180) 7,658.384 2,220,931 6,672,772 2004 2006 4,979,188 (7,658,384) 4,979,18 1,443,96 10,106,855 2005 2007 5,630,812 (4,979,188) 5,630,81 1,632,93 12,975,801 2006 2008 5,217,886 (5,630,812) 5,217,88 1,513,18 16,113,611 2007 2009 (5,217,886) 17,408,875 2008 2010 0 17,757,052 2009 2011 0 17,757,052 2010 2012 0 18,112,193 2011 2013 0 18,112,193 2012 2014 0 18,474,437 2013 2015 0 18,474,437 2014 2016 0 18,843,926 2015 2017 18,843,926 2016 2018 19,220,804 2017 2019 19,220,804 2018 2020 19,605,220 2019 2021 19,605,220 2020 2022 19,997,325 2021 2023 19,997,325 2022 2024 20,397,271 2023 2025 20,397,271 2024 2026 20,805,217 2025 2027 20,805,217 2026 2028 21,221,321 2027 2029 21,221.321 2028 2030 21,645,748 2029 2031 21.645,748 2030 2032 22,078,663 2031 2033 22,078,663 2032 2034 22,520,236 2033 2035 22,520,236 2034 2036 22,970,640 2035 2037 22,970,640 31,757,450 (31,757,450) SEE SUMMARY OP SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES AND ACCOUNTANTS REPORT G:\3\30231\accseMproject\2002 Forecast\Firestone Trails Oct 1 2002 FINAL 10/1/2002 11:53 AM ► 1 1 ) I I I I I I I. I I I I ) 1 I I FIRESTONE TRAILS METROPOLITAN DISTRICT (In the Formation Stage of Development) FORECASTED CASH SURPLUS BALANCES AND CASH RECEIPTS AND DISBURSEMENTS Pagel l DEBT SERVICE AS OF THE DATE OF FORMATION AND FOR THE CALENDAR YEARS ENDING THROUGH 2037 Series 2033 Bond Issue Series 2007 Bond Issue Issued December 1,2003 $3.200,000 Issued December 1.2007 54.675,000 Total - Interest Rate: 7.50% Interest Rate: 7.50% Debt Principal Coupon Interest Total Principal Coupon - Service Year 1 1l I Interest en 1 T 2003 0 2003 2004 7.50% 240000 240,000 240,000 2004 2005 7.50% 240.000 240,000 240.000 2005 2006 7.50% 240.000 240000 240,000 2006 2007 40,000 7.50% 240.000 280,000 280.000 2007 2008 45,000 7.50% 237,000 282.000 7.50% 350,625 350.625 632.625 2008 2009 45,000 7.50% 233,625 278.625 7.50% 350.625 350,625 629,250 2009 2010 51,00 7.50% 230.250 280.250 7.50% 350,625 350,625 630.875 2010 2011 55,000 7.50% 226,500 281,500 7.50% 350,625 350,625 632.125 2011 2012 60,00 7.50% 222.375 282.375 7.50% 350625 350,625 633.000 2012 2013 60,000 7.50% 217.875 277,875 7.50% 350,625 350.625 628.500 2013 2014 65.000 7.50% 213,375 278,375 10.000 7.50% 350.625 360,625 639,000 2014 2015 70.000 7.50% 208,500 278,500 10,000 7.50% 349,875 359,875 638.375 2015 2016 75000 7.50% 203.250 278,250 25,000 7.50% 349,125 374,125 652.375 2026 2017 80.000 7.50% 197,625 277,625 25,000 7.50% 347,250 372,250 649,875 2017 2018 90,000 ].50% 191,625 281.625 35.000 7.50% 345,375 380,375 662.000 2018 2019 95.000 7.50% 184.875 279.875 40.000 7.50% 342.750 382,750 662.625 2019 2020 101.000 7.50% 177.750 277,750 55.000 7.50% 339,750 394,750 672,500 2020 2021 110,00 7.50% 170.250 280,250 55,000 7.50% 335.625 390,625 670.875 2021 2022 120.000 7.50% 162.000 282.000 70.000 7.50% 331.500 401,500 683,500 2022 2023 125001 750% 153.000 278000 80.000 7.50% 326,250 406.250 684,250 2023 2024 135,000 7.50% 143.625 278.625 100.000 7.50% 320,250 420.250 698.875 2024 2025 145.000 7.50% 133.500 278.500 105.000 7.50% 312.750 417,750 696.250 2025 2026 155.000 7.50% 122,625 277,625 130.000 7.50% 304.875 434,875 712.500 2026 2027 170,000 7.50% 111,000 281,000 135,000 7.50% 295,125 430,125 711,125 2027 2028 180.000 7.50% 98,250 278.250 160,000 7.50% 285,000 445,000 723,250 2028 2029 195,00 7.50% 84,750 279.750 170000 7.50% 273,000 443.000 722,750 2029 2030 2I0,000 7.50% 70,125 280.125 195000 7.50% 260.250 455,250 735775 2030 2031 225,000 7.50% 54,375 279,375 210.000 7.50% 245.625 455.625 735,000 2031 2032 240,000 7.50% 37,5® 277,500 240,000 7.50% 229,875 469.875 747,375 2032 . 2033 260,000 7.50% 19,500 279,500 255,000 7.50% 211.875 466.875 746,375 2033 2034 570,0® 7.50% 192,750 762,750 762,751 2034 2035 610,000 7.50% 150.003 7®,000 ]®,000 2035 2036 670,000 7.50% 104,250 774.251 774,250 2036 2037 7200® 7.50% 54,000 774000 774,000 2037 3.200,000 5,065.125 8,265,125 4,675,000 8,761.500 13.436,500 21,701,625 USE OF PROCEEDS: USE OF PROCEEDS: Grand Total Construction/Org.Costs 2.787,023 Developer Reimbursement 4.534,750 7,321 773 Capitalized Interest 284,977 Capitalized Interest 284,977 Issuance Costs 128.000 Issuance Costs 140250 268,250 3.200.000 4.675.000 7.875.000 SEE SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES AND ACCOUNTANTS REPORT G:\3\30231\accserv\projec62002 Forecasl\Firestone Trails Oct 1 2002 FINAL 10/1/2002 11:53 AM FIRESTONE TRAILS METROPOLITAN DISTRICT (In the Formation Stage of Development) SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES October 1,2002 NOTE 1) NATURE AND LIMITATION OF FORECAST This forecast of financial information is for the purpose of a financial analysis of the proposed plan of Firestone Trails Metropolitan District (the "District") (in the Formation Stage of Development). It is to display how the proposed facilities and services are to be provided and financed. This financial forecast presents, to the best knowledge and belief of the Petitioners for Formation of the District, the District's expected cash position and results of cash receipts and disbursements for the forecasted periods. Accordingly, the forecast reflects the Petitioners' judgement, as of October 1, 2002, the date of this forecast, of the expected conditions and the District's expected course of action. The assumptions disclosed herein are those that Management believes are significant to the forecast and are not all-inclusive. There still usually may be differences between forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. The initial market values of residential properties have been inflated by 2% per year, compounded annually, for each year beyond 2002. Also, based upon the biennial revaluation of property required by state statute, an increase in property valuation of 2% due to reassessment has been assumed every other year. The forecast includes inflation of 2% per year beginning in 2004 on administrative disbursements. NOTE 2) ORGANIZATION The Petitioners for the formation of the District, a quasi-municipal corporation, are in the process of organization. The District will be governed pursuant to provisions of the Colorado Special District Act (Title 32). The District will operate under a service plan approved by the Town of Firestone (the "Town"). The District's service area is located entirely in Weld County in the Town. The District is being established to provide financing for the design, acquisition, installation and construction of certain streets, traffic safety controls, street lighting, water, landscaping, storm drainage and park and recreation improvements and facilities. As set forth in this plan, the District is forecasted to issue two bond issues. 8 FIRESTONE TRAILS METROPOLITAN DISTRICT (In the Formation Stage of Development) SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES October 1,2002 NOTE 2) ORGANIZATION (continued) Formation of the District is intended to be timed to allow for the proper legislative,judicial and election process to be completed in order for the District's electors to be able to vote for the authorization of debt and TABOR questions in November 2002, and tax levies for tax collections in 2004. The Petitioners expect the favorable approval at the election since they constitute the majority of the current eligible electors within the proposed District's boundaries. NOTE 3) PETITIONERS FOR FORMATION The Petitioners for Formation of the District are principals of the company that intends to develop the property included within the boundaries of the District. The Developer is Saddleback Marketing, L.L.C. The landowners are Lavern Hamilton and Karen Hamilton and Coal Ridge Management, Inc., a Colorado Corporation. The Developer has entered into a contract to purchase the land from the landowners. NOTE 4) BASIS OF ACCOUNTING The basis of accounting for this forecast is the cash basis which is a basis of accounting that is different from the generally accepted accounting principles under which the District will prepare its financial statements. NOTE 5) PROPERTY TAXES The primary source of revenue or cash receipts will be ad valorem property taxes. Property taxes are determined annually by the District's Board of Directors and set by County Commissioners as to rate or levy based upon the assessed valuation of the property within the District. The Weld County Assessor determines the assessed valuation. The levy is expressed in terms of mills. A mill is 1/1,000 of the assessed valuation. The forecast assumes that the District will be able to set its mill levy at 35.000 mills for debt service and administration purposes. The forecast assumes that the mill levy has not been adjusted according to provisions of the State's Gallagher Amendment. The Gallagher Amendment states that residential assessed values Statewide must be approximately 45% of total assessed values. When the market values of residential property increase faster than the values of nonresidential property, the residential assessment ratio 9 FIRESTONE TRAILS METROPOLITAN DISTRICT (In the Formation Stage of Development) SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES October 1, 2002 NOTE 5) PROPERTY TAXES (continued) must decline to keep the 45 percent/55 percent ratio. According to information as set forth in the Colorado Legislative Council Staff's "Assessed Values and Property Tax Projections" issued in December 2001, the residential assessment rate is projected to decline from its current 9.15% for 2002 to 8.31% in 2003 (for collection in 2004), 7.76% in 2005 and 7.23% in 2007. This forecast has included the current residential assessment ratio of 9.15% through the term of the forecast period. Historical trends would indicate that adjustments under the State's Gallagher Amendment would continue to lower the assessment ratio and adjust the mill levy upward. Since residential values have increased greater than commercial values since 1986, the ratio has decreased in most reassessment years except for 1999 which indicated no change. This forecast does not reduce the current residential assessment ratio beyond 9.15% since it is assumed that the District's Board will increase the mill levy as allowed under the service plan and election questions, which contain provisions that will allow the District to increase its mill levy above the forecasted 35.000 mills to override these reductions in ratio beyond 2003 up to the maximum mill levy of 50.000 mills. This maximum mill levy limitation may be increased or decreased to reflect changes in the ratio of actual valuation to assessed valuation for residential real property pursuant to the Gallagher Amendment. The projections of the Legislative Council Staff are estimates only, do not have force of law and may or may not occur as projected. The assessed valuation for the District is dependent upon the build-out schedule of the homes within the District. Management of the District has based the estimate of build-out on their forecasted build-out schedule. The forecasted development build-out schedule and conversion to assessed valuation is presented as a Schedule. The assessed valuation rate for raw ground and developed lots is 29% until a home is constructed. The beginning assessed value of the land totaling 145 acres, which constitutes the District,has been deemed to be immaterial for purposes of the forecast. Increases to valuation for the development of infrastructure within the District for finished lots held for build-out are included in the forecasted assessed valuation. No assessed valuation has been assumed for State Assessed property that may be owned by public utilities within the District. to FIRESTONE TRAILS METROPOLITAN DISTRICT (In the Formation Stage of Development) SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES October 1, 2002 NOTE 5) PROPERTY TAXES (continued) The property taxes resultant from the above mill levy and assessed valuation has been reduced for the Weld County Treasurer's fee for collection of the taxes at 1.5% and further reduced for uncollectible taxes of one half percent (.5%). NOTE 6) SPECIFIC OWNERSHIP TAXES Specific ownership taxes are set by the State and collected by the County Treasurer primarily on vehicle licensing within the County as a whole. The specific ownership taxes are allocated by the County Treasurer to all taxing entities within the County. The forecast assumes that the District's share will be equal to approximately 10% of the property taxes collected. NOTE 7) DEVELOPER ADVANCES The forecast assumes that the Developer will advance funds to the District for organization and operational costs as shown on the Summary page of the forecast and may be reimbursed from bond proceeds. The forecast also assumes that the Developer will advance all funds needed for construction costs to the District. To the extent that bond proceeds are available for construction payments in any year, the Developer advance (or Developer note) would be reduced accordingly. Interest was not accrued on Developer advances in this forecast, as its only impact would be to reduce the amount of bond proceeds available to reimburse the Developer for capital infrastructure costs, and not all of the infrastructure costs can be funded by bond proceeds in this Plan (see Note 10). Developer notes would be structured under the terms of the Service Plan. NOTE 8) INTEREST INCOME • The forecast has included interest income on monies that are forecasted to be on deposit or invested by the District at the prior year-end at an interest rate of 3%. 11 FIRESTONE TRAILS METROPOLITAN DISTRICT (In the Formation Stage of Development) SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES October 1,2002 NOTE 9) ADMINISTRATIVE DISBURSEMENTS Administrative expenditures include the services necessary to maintain the District's administrative viability such as legal, accounting and audit, general engineering, insurance, banking, meeting expense, and other administrative expenses. Administrative costs, including those costs associated with the organization of the District, have been included in the forecast at $70,000 for 2002. These Administrative costs are reduced to $50,000 for 2003, and then in 2004 are increased by 2% per year throughout the term of the forecast. NOTE 10) INFRASTRUCTURE IMPROVEMENTS The estimated cost of the capital infrastructure improvements and organizational costs to be funded under the Plan would be approximately $7,321,773 as displayed on the Debt Service schedule. The forecast assumes that the Developer will advance funds for all infrastructure costs and be reimbursed from bond proceeds to the extent bonds can be issued. The capital infrastructure costs per the engineering estimate exceed the amount — that can be reimbursed to the Developer under this Plan. Management expects that the District will allow the Developer to either advance funds to the District or to actually construct the improvements under the District's supervision for reimbursement by the District upon completion to the extent bondable. The reimbursement of the additional costs is subject to the District's authorized indebtedness and other revenue available to the District. The amount of infrastructure costs not bondable within the limits of the Service Plan would remain a responsibility the Developer. There may be additional construction costs in the future. 12 FIRESTONE TRAILS METROPOLITAN DISTRICT (In the Formation Stage of Development) SUMMARY OF SIGNIFICANT FORECAST ASSUMPTIONS AND ACCOUNTING POLICIES October 1,2002 NOTE 11) DEBT SERVICE The District anticipates issuing general obligation bonds on December 1, 2003 in the amount of$3,200,000 and on December 1, 2007 in the amount of$4,675,000. The proceeds of such debt will be used for issuance costs, capitalized interest, reimbursing the Developer for capital infrastructure improvements, organizational costs, funding the Town's capital improvement fund and other commitments as described in the Service Plan. All bonds are assumed to bear interest at an estimated rate of 7.5% and are assumed to be paid over 30 year periods with final payments on December 1, 2033 and December 1, 2037, respectively. Assumptions related to the proposed bond issues have been provided to Management by Kirkpatrick Penis, the proposed underwriter of the proposed bond issues of the District. The district may issue notes to the Developer for reimbursement of District capital costs to be repaid from bond proceeds without interest. 13 • BOWIE • Real Estate Appraisal Service 2525 Linden Avenue Boulder. Colorado 80304 File:0102 July 21,2002 City of Firestone -- P.O. Box 100 Firestone, Colorado 80520 To Whom It May Concern: I am in the process of appraising the proposed Saddleback Residential Subdivision that will occupy approximately 150 acres north of the Saddleback Golf Course and south of Weld County Road 20. A development proposal recently submitted to me by Mr. Al Schnabel, a general partner in the project, indicates that absorption of 237 single-family lots, 134 patio-home lots, and 126 townhouse lots is anticipated by February of 2007. Assuming the subdivision is initiated in September of 2002,the estimated absorption period will be about 54 months. It is important to note that the single-family lots are unlikely to compete with the patio-home or townhouse lots for buyers. These are significantly different types of lots that will be improved with dwellings that will attract different types of buyers. Information has been obtained about the actual historical absorption rates in other subdivisions in the subject area including: No Name Creek, St. Vrain Ranch, Erie Village,Overlook at Firestone,Quail Ridge in — Longmont, Rainbow Ridge in Longmont, Cedarwoods in Greeley, Eagle Ridge in Greeley, and Drakes Crossing in Greeley. Absorption rates of 2.5 to 4.5 single-family dwelling sites per month are typical. Information about the absorption rates for townhouses and patio homes was less available. However, conversations with local developers indicate that townhome sales in Longmont have.been relatively strong and that absorption of three to five units per month is reasonable. A recent conversation with the developers of a 102-unit townhome project in south Longmont revealed that the project is about half complete(in a year) and that all the units that have been built have been sold. The townhouse market is relatively untested in Firestone so direct information about market conditions is not readily available. Based on information about actual historical absorption rates at other recent subdivisions in the area and conversations with local developers and real estate professionals familiar with local market conditions, the absorption of sites anticipated by the developers of the Saddleback project appears to be reasonable. Respectfully submitted: Russell C. Bowie,MM Certified General Appraiser NCG013 13922 PHONE(303)499—5155 FAX(303)499—5591 E-MAIL:bowieappmisalr msn.com September 26, 2002 Board of Trustees Town of Firestone P.O. Box 100 Firestone, Colorado 80520 RE: Bowie Analysis of Absorption Potentials Saddleback Golf Club development Dear Town Trustees: We have reviewed the above-referenced study conducted by Bowie Real Estate Appraisal Service and support its findings. The Analysis of Absorption Potentials also satisfactorily confirms our projections and we request that it be admitted as a part of the Firestone Trails Metropolitan District formation application. Please do not hesitate to call with any questions you have about this correspondence. Very truly yours, SADDLEBACK MARKETING,LLC A Colorado limited liability�ty company AltiAl Schnabel Managing Member EXHIBIT H Underwriter's Letter KIRKPaTRICK PeTTIS A Mutual of Omaha Company Investments Since 1925 October 2, 2002 City of Firestone 151 Grant Ave. Firestone, Colorado 80520 RE: Proposed Firestone Trails Metropolitan District 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 Firestone Trails Metropolitan District. We are engaged with the petitioners of the proposed District as described by the attached Letter of Intent. We have the intention of serving as underwriters for the District's voter authorized debt once sufficient credit support can be identified based on assessed value or guarantees provided by the landowners. The structure represented in the financing plan involves non-rated bonds issued to a third party, which we believe will be marketable based on the growth assumptions also included in this plan. 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 this District. As with most start-up special Districts,this District expects 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, decrease as development occurs. Our recent special district underwritings vary from bonds sold at 8% with land in the District sold to builders and no homes constructed to refunding bonds issued with most of the homes built 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 this District 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 City's risk, we know of no example where a City was implicated in special district default and see no legal argument for such implication. 1600 BROADWAY,SUITE 1100•DENVER,CO 80202-4922•303-764-6000.800-942-7557•FAX 303-764-6002 HOME OFFICE:10250 REGENCY CIRCLE,SUITE 400•OMAHA,NE 68114•800-776-5777 Member NASD 8 SIPC•www.kirkpatrickpettis.com Kirkpatrick Pettis Page 2 of 2 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. • erel 2n, as R. Bishop S uel , harp Senior Vice President Vice President • — s EXHIBIT I Legal Counsel Letter ICENOGLE, NORTON, SMITH, T. Edward Icenogle BLIESZNER & MILLER Jennifer L.Gruber Charles E.Norton A Professional Corporation Kristin A.Decker Erin M.Smith Attorneys at Law Philip G.Volpi Edward J.Blteszner 821 17th Street,Suite 600 John Goutell Dianne D.Miller Denver,Colorado 80202-3040 Sara Wagers-Johnson Telephone(303)292-6400 Alan D. Pogue Facsimile(303)292-6401 INS®lnspc.com September 26, 2002 Town of Firestone P.O. Box 100 Firestone, Colorado 80520 RE: Organization of Firestone Trails Metropolitan District This firm has acted as counsel to the Petitioners in connection with the organization of the Firestone Trails Metropolitan District (the "District"). Pursuant to the requirements of V.m. of the Service Plan for the District, this letter confirms that the petition for organization of the District filed with the Town on July 26, 2002, the Service Plan for the District, as approved on September 26, 2002, 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, § 32-1-101, et seq., C.R.S., and that the provisions of the Service Plan, including, without limitation, provisions as to the structure and terms of the District's bonds, fees and revenue sources, are consistent with applicable provisions of titles 11 and 32, C.R.S., and other applicable law. Please be advised, however, that this firm has not been engaged as bond counsel to the District, nor will this firm serve as bond counsel at any time for the District. This letter does not purport to offer any opinion of the type customarily required to be given by bond counsel with regard to any bond transaction of the District. This letter is limited to the use of the addressee as set forth above, and may not be relied upon by other parties or in connection with any future sale, resale or transfer of bonds and may be relied upon only as stated herein. This letter may not be used, quoted or referred to, in whole or in part, for any other purpose without the prior,written consent of the firm ICENOGLE,NORTON, SMITH, BLIESZNER&MILLER A Professional Corporation '74 ,C n,4411-N .. AK 4: trtage.., \\TIBUROMWCLIENTS\Firestone Trails\Service Plan 1LG1331 0617.0003 EXHIBIT J Bond Counsel Letter ATTORNEYS&COUNSELORS AT LAW ..-. 633 SEVENLEEN711 SrREES SUITE 3000 Sherman & Howard i.L.c. DENVER, COLORAD0 02 TETEPHONE:303147-2900 FAX:303 29&0940 -. OFFICES IN:COLORADO SPRINGS RENO•LAS VEGAS•PHOQm( September 19, 2002 Firestone Trails Metropolitan District Icenogle,Norton, Smith, Bliezner&Miller,P.C. 821 17th Street, Suite 600 Denver, CO 80202-3040 Attn: Dianne Miller Esq. Re: Firestone Trails Metropolitan District We have been asked to write this letter in our capacity as bond counsel to the proposed Firestone Trails Metropolitan District.. It is our understanding that the District intends to transfer a portion of the bond proceeds to the Town of Firestone in consideration of an agreement by the Town to use such proceeds to construct and provide certain extraterritorial improvements(i.e.,improvements outside of District boundaries) which the District is authorized to provide itself and which benefit the District. We have been asked to confirm that this is an acceptable use of bond proceeds. The answer is in the affirmative. The District is specifically authorized by statute to provide extraterritorial improvements which benefit the District,and to enter into intergovernmental agreements. Whether the District provides such improvements directly, or does so by contracting with the Town,does not in our view affect the validity or tax-exempt status of the bonds. We know of no reason why tax restrictions on this use of bond proceeds would differ from tax restrictions generally applicable to other governmental bond issues for capital purposes. The foregoing presumes that the improvements are of the type the District is otherwise permitted to provide under its Service Plan and organizational documents, and are of benefit to the District and its residents. As with all bond issues,as a condition of giving our opinion on the bonds, we would need certification as to the use of all proceeds, including these proceeds. Such certification would be requested from the District and possibly from the Town,depending upon the circumstances; however, if the Town enters into an agreement to so apply such proceeds, we would rely upon the Town's promises thereunder unless we had knowledge that other factors called that reliance into question. - Sherman & Howard L.L.c. • I hope this responds to your request. If you have further questions, please feel free to call me. Sincerely, SHERMAN &HO ARD L.L.C. Blake T. Jordan, Esq. EXHIBIT K Part I - Developer Indemnity Letter Part II - District Indemnity Letter September 26,2002 Town of Firestone P.O. Box 100 Firestone, Colorado 80520 RE: Firestone Trails Metropolitan District Ladies and Gentlemen: This Indemnity Letter (the "Indemnity Letter") is delivered by the undersigned Saddleback Marketing, LLC, a Colorado limited liability company("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 Firestone Trails Metropolitan District(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, ' 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. 2. Saddleback hereby consents to the Town Disclaimer Statement contained in Exhibit M 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. 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. 4. This Indemnity Letter has been duly authorized and executed on behalf of Saddleback. Very truly yours,: SADDLEBACK MARKETING,LLC, a Colorado limited liability company Al Schnabel,Managing Member , 2002 (Date of Organizational Meeting) Town of Firestone P.O. Box 100 Firestone, Colorado 80520 RE: Firestone Trails Metropolitan District Ladies and Gentlemen: This Indemnity Letter (the "Indemnity Letter") is delivered by the Firestone Trails Metropolitan District (the "District") in order to comply with the Service Plan, including all amendments heretofore or hereafter made thereto (the "Service Plan") for the District. 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 Marketing, LLC ("Saddleback"), 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, § 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 K 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 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, FIRESTONE IRAILS METROPOLITAN DISTRICT By: Title: EXHIBIT L Form of Disclosure Notice FIRESTONE TRAILS METROPOLITAN F*STRICT TOWN OF FIRESTONE WELD COUNTY,COLORADO DISCLOSURE STATEMENT Pursuant to Article XII of the Service Plan of Firestone Trails Metropolitan District DISTRICT ORGANIZATION: Firestone Trails Metropolitan District (the "District"), Town of Firestone, 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 2002, pursuant to an Order and Decree Organizing District and Issuance of Certificates of Election for the Firestone Trails Metropolitan District, 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 ,2002 at Reception# The District is located entirely within the corporate limits of the Town of Firestone, Colorado, in Weld County. The legal description of the property forming the boundaries of the District is described in Exhibit A. DISTRICT PURPOSE: Firestone Trails Metropolitan District was organized for the purpose of financing street, traffic safety control, street lighting, water, landscaping, storm drainage and park and recreation public improvements, all in accordance with its Service Plan approved by the Board of Trustees of Firestone. When completed, improvements shall be dedicated to the Town of Firestone or governmental entities, all for the use and benefit of residents and taxpayers, except to the extent that tract landscaping and storm drainage improvements may be retained by the District for operation and maintenance, or operated and maintained by contract with a Homeowners' Association formed for the Saddleback Golf Club subdivision. The District's Service Plan is on file and available for review at the office of the District, , and at the office of the Town Clerk,Town of Firestone, , Firestone,Colorado 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 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 one mill equals $1 of tax for each $1,000 of assessed value. The financial forecast for the District (as set forth in its Service Plan) assumes that the District will be able to set its tax levy at approximately thirty-five (35) mills for 2003 through 2037 for debt service, maintenance and administration purposes. Except for certain adjustments permitted _ by the Service Plan to compensate for legally required changes in residential valuation ratios, the District shall not impose a mill levy in excess of fifty (50) mills. District taxes are collected as part of the property tax bill from Weld County. FIRESTONE TRAILS METROPOLITAN DISTRICT By: , President STATE OF COLORADO ) ) ss. COUNTY OF The foregoing instrument was acknowledged before me this day of 2002, by as President of the Firestone Trails Metropolitan District. WITNESS my hand and official seal. My commission expires: Notary Public EXHIBIT A (Legal Description of District) M:\Firestone Trails\Service Plan JLG1853 0617.0003 • LEGAL DESCRIPTION • A tract of land located in the N1/2 of Section 19,T2N, R67W of the 6th P.M.,Town of Firestone,County of Weld, State of Colorado, described as follows: BEGINNING at the N1/4 Corner of said Section 19, from which the Northwest Corner of said Section 19 bears S89°59'35"W, 2387.90 feet(Basis of Bearing),thence S89°59'35"W, 2208.09 feet along the North Line of the NW1/4 of said Section 19 to the Easterly Right-of-way Line of the Former Union Pacific Railroad conveyed to the Union Pacific Railroad Company as described in Warranty Deed recorded June 13, 1910, in Book 320 at Page 187 of the records of Weld County, Colorado; Thence S00°52'37"E, 1207.59 feet along the Easterly Right-of-way Line of said Former Union Pacific Railroad to a point from which the Northwest Corner of that tract of land conveyed to The Weld County Tri-Area Sanitation District as described in Court Decree recorded May 31, 1968, in Book 595 as Reception No. 1517031 of the records of Weld County,Colorado, bears S00°52'3T"E, 583.37 feet along the Easterly Right-of-way Line of said Former Union Pacific Railroad,said point also being an angle point of Parcel A of Saddleback Golf Course conveyed to Coal Ridge Management, Inc.as described in Bargain and Sale Deed recorded December 13,2000, as Reception No.2813046 of the records of Weld County, Colorado; The following courses and distances are along the Northerly Line of said Parcel A of Saddleback Golf Course: Thence S55°09'54"E, 197.36 feet; Thence S00°00'00"E,80.00 feet; Thence 555°09'64"E,304.22 feet; Thence 338°52'55"E,467.85 feet; Thence$61°32'37"E,523.03 feet; Thence N31°50'07"E,967.17 feet to the most Southerly Corner of Parcel C of Saddleback Golf Course at described at said Reception No.2813046; The following courses and distances are along the Westerly Line of said Parcel C of Saddleback Golf Course: _ Thence N29°13'07"E, 143.45 feet; . Thence N12°17'39"E,107.46 feet; Thence N36°03'32"E, 33.42 feet; Thence N54°06'01"E, 105.25 feet to an angle point of said Parcel A of Saddleback Golf Course,also being the most Westerly Corner of Parcel D of Saddleback Golf Course as described at said Reception No.2813046; The following courses and distances are along the Northerly Line of said Parcel D of Saddleback Golf Course: Thence N54°06'01"E,75.01 feet; Thence N80°33'53"E,314.32 feet to the Northerly Line of said Parcel A of Saddleback Golf Course; The following courses and distances are along the Northerly Line of said Parcel A of Saddleback Golf Course: Thence N75°33'24"E, 209.97 feet; Thence N64°35'44"E, 227.29 feet; Thence S84°37'34"E,789.20 feet; Thence S20°09'33"E, 200.39 feet; Thence S57°42'50"E, 196.33 feet to the most Westerly Corner of Parcel E of Saddleback Golf Course as described at said Reception No.2813046; The following courses and distances are along the Northerly Line of said Parcel E of Saddleback Golf Course: Thence S72°22'06"E,288.32 feet; Thence S57°55'19"E,468.28 feet to the Northerly Line of said Parcel A of Saddleback Golf Course; The following courses and distances are along the Northerly Line of said Parcel A of Saddleback Golf Course: Thence 565°49'08"E,415.95 feet; Thence N88°08'30"E,154.74 feet at right angles from the East Line of the NE1/4 of said Section 19 to the East Line of the NE1/4 of said Section 19; Thence leaving the Northerly Line of said Parcel A of Saddleback Golf Course, N01°51'30"W,1669.50 feet along the East Line of the NE1/4 of said Section 19 to the Northeast Corner of said Section 19; Thence N89°58'18'W, 2635.37 feet along the North Line of the NE1/4 of said Section 19 to the N1/4 Corner of said Section 19 and the POINT OF BEGINNING. Area=149.799 acres, more or less. (Area=145.333 acres,more or less,excluding Right-of-way for Weld County Road No. 15 and Weld County Road No. 20) EXHIBIT M Form of Town Disclosure Statement TOWN OF FIRESTONE, COLORADO-DISCLAIMER STATEMENT As a requirement imposed in its formation process, the Firestone Trails Metropolitan District (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 a 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 2002 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 any duties to, nor confer any rights against the Town upon, any purchasers, investors, lenders, bondholders or other third parties. EXHIBIT N Form of Intergovernmental Agreement between District and Town INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE TOWN OF FIRESTONE,COLORADO AND FIRESTONE TRAILS METROPOLITAN DISTRICT This INTERGOVERNMENTAL AGREEMENT (the "Agreement") is entered into this day of 2002, by and between the TOWN OF FIRESTONE, COLORADO, a municipal corporation of the State of Colorado (the "Town"), and FIRESTONE TRAILS METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado (the "District"), collectively referred to herein as the "Parties". RECITALS WHEREAS, the District was organized to finance, acquire, design, construct and install certain facilities, and to exercise powers, all as are more specifically set forth in the District's Service Plan dated September 26, 2002, and approved by the Town on September 26, 2002, by Resolution No. (the "Service Plan"); and WHEREAS, the Service Plan makes reference to and requires the execution of an intergovernmental agreement between the Town and the District; and WHEREAS, the Town and the District have determined it to be in the best interests of their respective taxpayers, residents and property owners to enter into this Agreement; 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 District hereby acknowledges that the property within its 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 DISTRICT. The District agrees that it is organized for the purpose of financing certain public improvements for the area within its boundaries only (except to the extent otherwise specifically provided in Article V.c of the Service Plan), which area is designated as the proposed Saddleback Golf Club development, and that the District's purposes, powers, facilities and activities are to be limited and governed by the Service Plan. The District is not intended to and shall not provide service outside its boundaries (except as otherwise specifically provided in Article V.c of the Service Plan). Further, the District is not intended to and shall not exist perpetually, but instead shall be dissolved in accordance with the Service Plan and this Agreement. The District shall not provide any services or facilities within any area of the District overlapping with the service area of another district without first obtaining the written consent of each and every district whose service area is so overlapped. 3. CHANGE IN BOUNDARIES. The District agrees that, as set forth in the Service Plan, inclusion of properties within, or any exclusion of properties from, its boundaries shall constitute a material modification of the Service Plan; 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 Plan shall be void and of no effect. 4. REVIEW OF DISTRICT SUBMITTALS. The District agrees to reimburse the Town for all reasonable administrative and consultant costs incurred by the Town for any Town review of reports, plans, submittals or other materials or requests provided to the Town by the District pursuant to the 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 District shall not be permitted to undertake ownership, operation or maintenance of any public improvements, facilities or services, except as specifically set forth in the Service Plan. 6. ALLOCATION OF FINANCING PROCEEDS. The Parties agree, and the Town's approval of the Service Plan is expressly conditioned upon the requirement, that a total of Two Million Dollars ($2,000,000) will be allocated from the District's bond financing proceeds to the Town's capital improvements fund, which proceeds shall be paid to the Town at the time proceeds are realized from the issuance of bonds provided for in the Service Plan. Such allocations shall be made in the amounts and at the times set forth in Article V.c of the Service Plan, which Article is incorporated herein by reference as though set forth in full. Such allocations may be used by the Town to finance any park or recreation capital improvement (either within or outside the boundaries of the District) that the District would otherwise be authorized to finance, or, upon agreement of the Town and District, for any other capital improvement (either within or outside the boundaries of the District) the District would otherwise be empowered to construct, i.e., streets, traffic safety controls, street lighting, water, storm drainage, or landscaping improvements and facilities. The District acknowledges and agrees that the provisions of this Agreement and the provisions of the Service Plan for concurrent allocation of bond proceeds to the Town's capital improvements fund for capital improvements are material considerations in, and conditions of, the Town's approval of the District's Service Plan, and that the Town has relied thereon in approving the District's Service Plan. Therefore, the District agrees that it shall include in and make available from the District's bond financing proceeds such Two Million Dollars ($2,000,000) to be paid to the Town's capital improvements fund. The District further agrees that it shall not issue bonds without concurrently allocating and delivering to the Town the funds required by Article V.c of the Service Plan. The District further agrees that such delivery of bond proceeds to the Town shall be a condition of closing for each series of bonds. The District specifically agrees that the provisions of this Agreement and of the Service Plan for such concurrent allocation of bond proceeds to the Town shall run in favor of and shall be enforceable by the Town. The District represents and warrants that it has obtained all voter authorizations necessary to implement such provisions of this Agreement and the Service Plan, and that it will exercise its powers in accordance with and in furtherance of such provisions. 7. CONSOLIDATION. The District shall not file a request with the District Court to consolidate with another district without the prior written approval of the Town. 8. DISSOLUTION. The District agrees that it shall take all action necessary to dissolve the District upon payment or defeasance of the District's bonds or otherwise upon the request of the Town, all as provided in the Service Plan. 9. NOTICE OF MEETINGS. The District agrees that it shall submit a copy of the written notice of every regular, special meeting and work session of the 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 District agrees that it shall also submit a complete copy of meeting packet materials for any such meeting to the Office of the Firestone Town Administrator, by mail, facsimile or hand delivery, to be received at least one(1)day prior to such meeting. 10. ANNUAL REPORT. The District shall be responsible for submitting an annual report to the Town pursuant to and including the information set forth in Article VII of the Service Plan. 11. ENTIRE AGREEMENT OF THE PARTIES. This written agreement, together with the Service Plan, constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements, negotiations, or representations and understandings of the Parties with respect to the subject matter contained herein. 12. 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. 13. 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. 14. 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 procedure. 15. 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. 16. 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 either party or as to both 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 District and Town agree to take such actions as may be necessary to achieve to the greatest degree possible the intent of the affected portion. 17. 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. 18. SUCCESSORS AND ASSIGNS. Subject to Paragraph 17 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. FIRESTONE TRAILS METROPOLITAN DISTRICT By: President ATTEST: By: Secretary TOWN OF FIRESTONE By: Its: ATTEST: By: Its: M:\Firestone Trails\Service Plan\Final Service Plan,September 26,2002 JLG1912 0617.0003 EXHIBIT 0 Resolution of Town of Firestone Approving Service Plan TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO IN RE THE ORGANIZATION OF FIRESTONE TRAILS METROPOLITAN DISTRICT, IN THE TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO RESOLUTION NO. 02- 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 Service Plan of the proposed Firestone Trails Metropolitan District on the 26th day of September, 2002; and WHEREAS, the Board of Trustees has considered the Service Plan 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 Plan 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 Marketing, L.L.C., a Colorado limited liability company (the "Developer"), that all of the requirements of Title 32, Article 1, Part 2, C.R.S., as amended, relating to the filing of a Service Plan for the proposed Firestone Trails Metropolitan District 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 Developer, the Board of Trustees of the Town of Firestone, Colorado, has jurisdiction over the subject matter of this proposed special district 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.g.s., and Section 32-1-203(2), C.R.S., the Board of Trustees of the Town of Firestone, Colorado, does hereby find and determine, based on the Service Plan and other evidence presented by and on behalf of the Developer,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; (c) The proposed special district is capable of providing economical and sufficient service to the area within its proposed boundaries; (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; and (e) The creation of the proposed District will be in the best interests of the area 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 Plan: (a) The Developer agrees that the Town Attorney and Town Administrator will be given reasonable notice of all proceedings in the District Court of Weld County relating to the organization of the District (including notice as described in Section 32-1-304, C.R.S.). (b) The Developer agrees that, prior to the hearing date set by the District Court of Weld County pursuant to Section 32-1-304, C.R.S., all fees and expenses which have been submitted to the Developer 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 District shall fully comply with the provisions of Section 32-1-107(3), C.R.S. with respect to the overlapping of service areas. The 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 property owners' consents; engineer's statement of reasonableness of capital costs; accountant's letter and forecasts; letters in support of market projections and absorption rates; underwriter's letter; -_ legal counsel letter; Developer's indemnity letter; and bond counsel letter that are required under the Service Plan and set forth in Exhibits D, E, G, H, I, J, and Part I of Exhibit K thereto, shall be provided to the Town. (e) At its organizational meeting, the District shall execute the District indemnity letter and intergovernmental agreement with the Town that are required under the Service Plan and set forth in Part 2 of Exhibit K and Exhibit N thereto, and shall provide the fully executed originals of such documents to the Town. (f) Upon its organization, the District shall promptly complete a name change to change the name of the District to a name mutually acceptable to the Town and District. 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 District be delayed until such conditions are met, and Developer has represented that it will not oppose such motion. Further, if any of the above-stated conditions (a) through (0 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 Plan of the proposed Firestone Trails Metropolitan District, as set forth in Exhibit A to this Resolution and dated September 26, 2002, is hereby approved subject to the conditions stated in Section 4 above, in accordance with Section 32-l-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 Developer for the purpose of filing in the District Court of Weld County for further proceedings concerning the District. RESOLVED, ADOPTED AND APPROVED this 26th day of September, 2002. (SEAL) TOWN OF FIRESTONE, COLORADO ATTEST: Michael P. Simone Mayor Judy Hegwood Town Clerk CERTIFICATE I, Judy Hegwood, 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 26th day of September, 2002. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Town of Firestone, Colorado,this_day of September, 2002. (SEAL) Town Clerk 9/27/02 8'.51 AM[,JIJF\OfficenrestoneMetroDistrictsTirestoneTrailskApprovalResolunon EXHIBIT B REVISIONS TO FIRESTONE TRAILS METROPOLITAN DISTRICT SERVICE PLAN (Firestone Board of Trustees Meeting, September 26,2002) 1. Revise Service Plan text to incorporate the final red-line comments of the Tov,n, as set forth on the "Final Red-line Draft" dated September 26, 2002, a copy of which is attached hereto and incorporated herein. 2. Exhibit D, landowners' consent: Hamilton consents need to be acknowledged. 3. Exhibit G, Page 1 of Forecast (cover letter), re-date cover letter and submit original, executed letter to Town. 4. Exhibit G, page 6 of forecast (schedule of assessed valuation): first line under table headings, insert"2%"after"Inflation compounded annually on base price." 5. Exhibit G, page 8 of forecast, Note 2: line 8, delete "sanitary sewer," and "television relay"; line 9, delete "facilities, mosquito control." 6. Exhibit G, page 10 of forecast,Note 5: in carryover paragraph, change the second- to-last sentence to read as follows: "This maximum mill levy limitation may be increased or decreased to reflect changes in the ratio of actual valuation to assessed valuation for residential real property pursuant to the Gallagher Amendment." 7. Exhibit G, page 11 of forecast,Note 7, second paragraph: delete first sentence. In sixth line, change "restructured"to "structured." 8. Exhibit G, page 13 of forecast, note 11, third paragraph, second line: change "refunded"to"repaid." 9. Exhibit H: Substitute or add customary letter from Kirkpatrick Pettis to Town addressing investment banking relationship and explaining level of credit risk. 10. Exhibit I, Legal Counsel Letter, complete, date, sign and submit original letter to the Town. 11. Exhibit J, Bond Counsel Letter: Add a sentence stating substantially as follows: "We know of no reason why tax restrictions on this use of bond proceeds would differ from tax restrictions generally applicable to governmental capital financings." Submit original of revised, executed letter. 12. Exhibit L, Recorded Disclosure Statement: First page, fifth line of heading, change "XI" to "XII". First page under "District Purpose:", second line, delete "sanitary sewer," and "television"; third line, delete "relay," insert "and" before "park", and delete "mosquito control"; fifth line, delete blank and delete ", or other non-profit"; tenth line, insert address (or blank for address) after "office of the District". Second page,third line, change "2036" to "2037". 13. Exhibit N, Form of Intergovernmental Agreement: Page 1, paragraph 2, third line of paragraph, change "V.b" to "V.c". Page 2, first line of page, change "V.b" to "V.c". Page 2, paragraph 6, twelfth line of paragraph, delete ", television relay or mosquito control". Page 2, last line of page, delete "including in such bond documents the concurrent". Page 3, first line of page, change "allocation and delivery" to "concurrently allocating and delivering"; strike "of". Page 3, fourth line of page, change "IGA" to "Agreement". Page 3, paragraph 8, second line, insert "otherwise" between "or" and "upon". Page 3, paragraph 11, first line, insert ", together with the Service Plan," after "written agreement". Page 4, paragraph 18, first line, change "16" to "17". 14. In Final Red-line Draft of Service Plan text, Article V.b., add assessed value figure in parenthetical regarding Development Threshold II, as derived from Exhibit G. Hello