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Home My WebLink About20170678.tiffRESOLUTION RE: ACCEPTANCE OF FILING OF SERVICE PLAN, REFERRAL TO WELD COUNTY PLANNING COMMISSION FOR STUDY AND RECOMMENDATION, AND SET HEARING DATE FOR CONSIDERATION - PROSPECT VALLEY RESOURCES WATER METROPOLITAN DISTRICT WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Service Plan for the Prospect Valley Resources Water Metropolitan District, was received by the Clerk to the Board on February 27, 2017, from Fairfield and Woods, P.C., Attn: Jack Reutzel, 1801 California Street, Suite 2600, Denver, Colorado 80202, for filing with, and consideration by, the Board of County Commissioners, and WHEREAS, Section 32-1-204(2), C.R.S., requires that Service Plans be delivered to the Weld County Planning Commission for study and recommendation to the Board of County Commissioners, such recommendation to be received by the Board within thirty (30) days after the filing of the Service Plan, and WHEREAS, the Board of County Commissioners deems it advisable to accept the filing of the Service Plan, as of March 6, 2017, and to refer it to the Weld County Planning Commission for a hearing to be held on May 16, 2017, with study and recommendation to be received by the Board from the Planning Commission by May 30, 2017, pursuant to the proposed schedule approved by the applicant, which schedule waives the thirty (30) day requirement due to schedule conflicts, and WHEREAS, the Board of County Commissioners deems it advisable to set a public hearing date for its consideration of said Service Plan, said hearing date to be June 21, 2017, at 9:00 a.m. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the filing of said Service Plan be, and hereby is, accepted. BE IT FURTHER RESOLVED that said Service Plan be, and hereby is, referred to the Weld County Planning Commission for study and recommendation back to the Board of County Commissioners, such recommendation to be received by the Board by June 21, 2017. BE IT FURTHER RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the public hearing for consideration of the Prospect Valley Resources Water Metropolitan District, be, and hereby is, June 21, 2017, at 9:00 a.m. C.ct PLCmm/ "re) Ca -c ec.),GT6CEC, ) a,opi.cctso) 3/aoiri 2017-0678 SD0140 ACCEPTANCE OF FILING OF SERVICE PLAN, REFERRAL TO WELD COUNTY PLANNING COMMISSION FOR STUDY AND RECOMMENDATION, AND SET HEARING DATE FOR CONSIDERATION - PROSPECT VALLEY RESOURCES WATER METROPOLITAN DISTRICT PAGE 2 BE IT FURTHER RESOLVED by the Board of County Commissioners that the organizers of the proposed Prospect Valley Resources Water Metropolitan District, have paid the required statutory filing fee of $500.00 to the Clerk to the Board. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 6th day of March, A.D., 2017. BOARD OF COUNTY COMMISSIONERS WELD COU TY, COLORADO ATTEST:do/44i Weld County Clerk to the Board BYf a -e- y Clerk to the Board D AS ounty Attorney Date of signature: 3/ l 1 /1.1 rc 1. O Julie A. Cozad, Chair Steve Moreno, Pro- m Sean P. Conway Freeman lijil Barba ra Kirkmeyer 2017-0678 SD0140 COLORADO Department of Local Affairs Division of Local Government NOTICE OF FILING OF SPECIAL DISTRICT SERVICE PLAN Pursuant to CRS 32-1-202(1), the County Clerk and Recorder or Municipal Clerk shall notify the Division of Local Government within five days after the filing of a service plan for the formation of a new Special District. Please provide the information indicated and return this form to the Division of Local Government. Petitioner Information Prospect Valley Resources Water Metropolitan District February 27, 2017 Name of Proposed District Filing Date Metropolitan District Weld County Board of County Commissioners Type of Proposed District Fairfield and Woods, P.C. Attn: Jack E. Reutzel Approving Authority Receiving Plan (303) 894-4410 Jreutzel@fwlaw.com Contact Person Filing Service Plan Phone/Email Hearing Information Weld County Administration Building, Assembly Room, 1150 O Street, Greeley, CO 80631 Location of Hearing 9:00 a.m. Time of Hearing June 21, 2017 Date of Hearing March 6, 2017 Esther E. Gesick, Clerk to the Board Date egesick@weldgov.com (970) 400-4226 'Pursuant to C.R.S. 32-1-202(1) the board of county commissioners shall provide written notice of the date, time, and location of the hearing on the service plan to the division. Hearing information may be provided when submitting this notice of filing of service plan if known. DLG 60 (Rev. 6/16) Governor John W. Hickenlooper I Iry Halter, Executive Director I Chantal Unfug, Division Director 1313 Sherman Street, Room 521, Denver, CO 80203 P 303.864.7720 TDD/TTY 303.864.7758 www.dota.colorado.gov Strengthening Colorado Communities 2017-0678 k) FAIRFIELD ?WOODS.� Jack E. Reutzel (303) 894-4410 Jreutzel@fwlaw.com February 24, 2017 Via email: mmartin@co.weld.co.us Michelle Martin, Planning Manager 1555 N 17th Avenue Greeley, CO 80631 RECEIVED FEB 2 7 2017 WELD COUNTY COMMISSIONERS Re: Prospect Valley Resources Water Metropolitan District Dear Michelle: Enclosed for your further action, please find a complete Service Plan for the above referenced metropolitan district. This proposed Service Plan is the product of our numerous conversations regarding the language of this Service Plan due to the fact that the proposed method of financing infrastructure is revenue bonds rather than the more traditional general obligation bonds. On behalf of my client I want to thank you and Bob Choate for the time you have spent to date working with us. I would like to request that this matter be presented to the Weld County Board of County Commissioners for potential acceptance for processing at the March 6, 2017 Board meeting. While 1 understand that circumstances could modify Planning Commission dates we have talked about the potential of a May 16, 2017 hearing. Also, as we did with the original submittal in February of 2016, we hereby waive the 30 day review period established by Board resolution. JER/ Encl. tzel d Woods, P.C. 1801 California Street • Suite 2600 • Denver, Colorado 80202 t (303) 830-2400 • f (303) 830-1033 • www.fwlaw.com 3boNNlo SERVICE PLAN FOR PROSPECT VALLEY RESOURCES WATER METROPOLITAN DISTRICT WELD COUNTY, COLORADO Prepared by: FAIRFIELD AND WOODS 1801 CALIFORNIA, SUITE 2400 DENVER, CO 80202 February 6, 2017 TABLE OF CONTENTS INTRODUCTION A. Purpose and Intent. 1 B. Need for the District. A. Objective of the County Regarding District's Service Plan. I II. DEFINITIONS 2 III. BOUNDARIES 4 IV. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES 4 A. Powers of the District and Service Plan Amendment4 I. Operations and Maintenance Limitation 4 3. Privately Placed Debt Limitation 5 4. Inclusion Limitation 5 5. Monies from Other Governmental Sources5 6. Consolidation Limitation. 5 7. Eminent Domain Limitation. 6 8. Service Plan Amendment Requirement. 6 B. Primary Infrastructure Plan 7 V. FINANCIAL PLAN 7 A. General7 B. TABOR Compliance 8 C. District's Operating Costs. 8 D. Elections 8 VI. ANNUAL REPORT 8 A. General B. 9 Reporting of Significant Events 9 V11. DISSOLUTION 9 VIII. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND EXTRATERRITORIAL SERVICE AGREEMENTS 10 IX. MATERIAL MODIFICATIONS 10 X. CONCLUSION 10 Xl. RESOLUTION OF APPROVAL I 1 LIST OF FIGURES EXHIBIT A EXHIBIT B - EXHIBIT C - EXIIIBIT D EXHIBIT E - EXHIBIT F- lI - Legal Descriptions 13 Vicinity Map l4 Initial District Boundary Map 15 - Primary Infrastructure Plan 16 Map Depicting Public Improvements 18 Option Agreement 18 i. INTRODUCTION A. Purpose and Intent. The District is an independent unit of local government, separate and distinct from the County and, except as may otherwise be provided for by state or local law or this Service Plan, its activities are subject to review by the County in so far as they may deviate in a material matter from the requirements of this Service Plan. It is intended that the District will provide a part or all of the Public Improvements defined herein for the use and benefit of all anticipated inhabitants and taxpayers of the District. The primary purpose of the District will be to finance the construction of these Public Improvements. The District is not being created to provide ongoing operations and maintenance services other than as specifically set forth in this Service Plan. This Service Plan has been prepared in accordance with Article XIV of Chapter 2 of the County Code. B. Need for the District. There are currently no other governmental entities, including the County, located in the immediate vicinity of the District that consider it desirable, feasible or practical to undertake the planning, design, acquisition, construction, installation, relocation, redevelopment and financing of the Public Improvements needed for the Project. Formation of the District is therefore necessary in order for the Public Improvements required for a Project, as defined herein, to be provided in the most economic manner possible. A. Objective of the County Regarding District's Service Plan. The County's objective in approving the Service Plan for the District is to authorize the District to provide for the planning, design, acquisition, construction, installation, relocation and redevelopment of the Public Improvements for a Project from the proceeds of Revenue Bond Debt that may be issued by the District. ("Debt"). All Debt is expected to be repaid by revenue collected from users of the Public Improvements via Revenue Bonds This method of financing will insulate the District property owners from excessive tax burdens to support the servicing of the Debt and will result in a timely and reasonable discharge of the Debt. THIS SERVICE PLAN DOES NOT PROPOSE TO FUND ANY PUBLIC IMPROVEMENTS VIA GENERAL OBLIGATION BONDS. This Service Plan is intended to establish a limited purpose for the District and explicit financial constraints that are not to be violated under any circumstances. The primary purpose is to provide for the Public Improvements associated with the Project and those regional improvements necessitated by a Project. Ongoing operational and maintenance activities are allowed, but only as specifically addressed in this Service Plan, and only to the extent that the District has sufficiently demonstrated that such operations and maintenance functions are in the best interest of the County and the existing and future residents and taxpayers of the District. 1 It is the intent of the District to dissolve upon payment or defeasance of all Debt incurred or upon a court determination that adequate provision has been made for the payment of all Debt and, if the District has authorized operating functions under this Service Plan, to retain only the power necessary to impose and collect taxes or fees to pay for costs associated with said operations and maintenance functions. The District shall be authorized to finance the Public Improvements that can be funded from Debt to be repaid from proceeds of revenue collected from users of the Public Improvements. II. DEFINITIONS In this Service Plan, the following terms shall have the meanings indicated below, unless the context hereof clearly requires otherwise: Board means the Board of Directors of the District. BOCC means the Board of County Commissioners of the County of Weld, Colorado. Bond, Bonds or Debt means revenue bonds for the payment of which the District has promised to impose a charge for all users of the Public Improvements. County means the County of Weld, Colorado. County Code means the Weld County Code, as the same may be amended from time to time. Debt means the amount of money owed by the District for Public Improvements authorized by this Service Plan and to be repaid from the issuance of revenue bonds and other fees or charges expressly permitted by this Service Plan. District means the Prospect Valley Resources Water Metropolitan District External Financial Advisor means a consultant that: (1) advises Colorado governmental entities on matters relating to the issuance of securities by Colorado governmental entities, including matters such as the pricing, sales and marketing of such securities and the procuring of bond ratings, credit enhancement and insurance in respect of such securities; (2) shall be an underwriter, investment banker or individual listed as a public finance advisor in the Bond Buyer's Municipal Market Place; and (3) is not an officer or employee of the District. Financial Plan means the Financial Plan described in Section VI below which is prepared by an External Financial Advisor in accordance with the requirements of the County Code and describes: (a) how the Public Improvements are to be financed and (b) how the Debt is expected to be incurred. Initial District Boundaries means the boundaries of the area described in the Initial District Boundary Map. 2 Initial District Boundary Map means the map attached hereto as Exhibit C, describing the District's initial boundaries. Map Depicting Public Improvements means the map or maps attached hereto as Exhibit E, showing the locations of the Public Improvements listed in the Primary Infrastructure Plan. Primary Infrastructure Plan means the Primary Infrastructure Plan described in Subsection IV.B below, which includes: (a) a list of the Public Improvements to be developed by the District; and (b) an estimate of the cost of the Public Improvements. Public Improvements means: 1) the design, construction, operation and management of water acquisition, storage and delivery system ("Water Service Improvement Project") through the creation of enterprises and/or authorities within Weld County which will be authorized to impose and collect rates, fees, tolls and other charges from Service Providers within Weld County for connection to and use of the Water Service Improvement Project; and (2) provide water storage for the District and other owners of water in Colorado through the creation of enterprises and/or authorities which will be authorized to impose and collect rates, fees, tolls and other charges for the design, construction and use of the water storage improvement ("Water Storage Improvement Project"). Specific Water Service Improvement Projects and Water Storage Improvement Projects may be collectively referred to as "Projects". Service Providers means any unit of local government, authorities or enterprises authorized to purchase, develop, design, construct and deliver water service to third party purchasers. The District shall not contract directly with or otherwise deliver water service to individual residential unit owners. Notwithstanding the foregoing, the District may contract for the design, construction and delivery of water to individual industrial users. Revenue Bonds means municipal bonds that finance income -producing projects and are secured by a specified revenue source. Service Area means the property within the Initial District Boundary Map and the area in which the District is authorized to provide services pursuant to this Service Plan. The Service Area for the Public Improvement for the Water Service Improvement Project shall initially consist of Weld County. There shall be no Service Area limitations for the Water Storage Improvement Project Service Plan means this service plan for the District approved by the BOCC. Service Plan Amendment means an amendment to the Service Plan approved by the BOCC in accordance with applicable state law. Special District Act means Section 32-1-101 et seq., C.R.S.. as amended from time to time. State means the State of Colorado. 3 III. BOUNDARIES The area of the Initial District Boundaries includes approximately 138 acres. A legal description of the Initial District Boundaries is attached hereto as Exhibit A and a map of the Initial District Boundaries is attached hereto as Exhibit B. The boundaries for the Service Area are Project specific as follows: (1) the boundary for the Water Service Improvement Projects is all of Weld County and (2) there is no Service Arca limitation for the Water Storage Improvement Project. It is anticipated that the District's Boundaries may change from time to time as it undergoes inclusions and exclusions pursuant to Section 32-1-401 et seq., C.R.S., and Section 32-1-501 et seq., C.R.S., subject to the limitations set forth in Article V below. IV. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES A. Powers of the District and Service Plan Amendment. The District shall have the power and authority to provide the Public Improvements within and without the boundaries of the District as such power and authority are described in the Special District Act, and other applicable statutes, common law and the State Constitution, subject to the limitations set forth herein. If, after the Service Plan is approved, the State Legislature includes additional powers or grants new or broader powers for Title 32 districts by amendment of the Special District Act, no such powers shall be available to or exercised by the District unless the District publishes forty -five-day notice and provides written notice to the BOCC pursuant to Section 32-1-207(3)(b), C.R.S. It; within forty-five (45) days of the publication of such notice, the BOCC expresses to the District a written objection to the proposed exercise of such new or broader powers, then the exercise of the same by the District without the prior written consent of the BOCC shall be considered a material modification of the Service Plan and shall be resolved in accordance with Section 32-1-207(2), C.R.S. 1. Operations and Maintenance Limitation The purpose of the District is to plan for, design, acquire, construct, install, relocate, redevelop and finance Projects as set forth in the Service Plan. The District shall not be authorized to operate and maintain any part or all of the Public Improvements, unless specifically provided for and identified with particularity in this Service Plan. 2. Construction Standards Limitation The District will ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the County and of other governmental entities having proper jurisdiction, as applicable. The District will 4 obtain all applicable permits for construction and installation of Public Improvements prior to performing such work for any Project. 3. Privately Placed Debt Limitation Prior to the issuance of any privately placed Debt, the District shall obtain the certification of an External Financial Advisor substantially as follows: We are [I am] an External Financial Advisor within the meaning of the District's Service Plan. We [I] certify that (1) the net effective interest rate (calculated as defined in Section 32-1-103(12), C.R.S.) to be borne by the District for the [insert the designation of the Debt] does not exceed a reasonable current [tax-exempt] [taxable] interest rate, using criteria deemed appropriate by us [me] and based upon our [my] analysis of comparable high yield securities; and (2) the structure of [insert the designation of the Debt], including maturities and early redemption provisions, is reasonable considering the financial circumstances of the District. 4. Inclusion Limitation. The District shall not include within its boundaries any property outside the Service Area without the prior written consent of the BOCC. Inclusions or exclusions not described in this Service Plan shall require a forty -five-day notice publication and written notice to the BOCC pursuant to Section 32-1-207(3) (b), C.R.S. If, within forty-five (45) days of the publication of such notice, the BOCC expresses to the District a written objection to the proposed inclusion or exclusion, then the proposed inclusion or exclusion shall be considered a material modification of the Service Plan and shall be resolved in accordance with Section 32-1- 207(2), C.R.S. 5. Monies from Other Governmental Sources. The District shall not apply for or accept Conservation Trust Funds, Great Outdoors Colorado Funds or other funds available from or through governmental or nonprofit entities for which the County is eligible to apply, except pursuant to an intergovernmental agreement with the County. This Section shall not apply to specific ownership taxes which shall be distributed to and a revenue source for the District without any limitation. 6. Consolidation Limitation. The District shall not file a request with any court to consolidate with another Title 32 district without the prior written consent of the County. 5 7. Eminent Domain Limitation. The District shall not exercise its statutory power of eminent domain, except as may be necessary to construct, install, access, relocate or redevelop the infrastructure identified in the Primary Infrastructure Plan. Any use of eminent domain shall be undertaken strictly in compliance with state law. Any proposed use of eminent domain for a purpose other than as may be necessary to complete the Public Improvements identified in the Primary Infrastructure Plan shall require a forty -five-day notice publication and written notice to the BOCC pursuant to Section 32-1-207(3)(b), C.R.S. If, within forty-five (45) days of the publication of such notice, the BOCC expresses to the District a written objection to the proposed use of eminent domain by the District, then the proposed use of eminent domain shall be considered a material modification of the Service Plan and shall be resolved in accordance with Section 32- 1-207(2), C.R.S. 8. Service Plan Amendment Requirement. This Service Plan is general in nature and does not include specific detail in some instances because specific Project plans have not been finalized. The Service Plan has been designed with sufficient flexibility to enable the District to provide required services and facilities under evolving circumstances without the need for numerous amendments. Modification of the general types of services and facilities making up the Public Improvements, and changes in proposed configurations, locations or dimensions of the Public Improvements, shall be permitted to accommodate development needs consistent with this Service Plan. The District is an independent unit of local government, separate and distinct from the County, and its activities are subject to review by the County only insofar as they may deviate in a material manner from the requirements of the Service Plan. Any action of the District which: (1) violates the limitations set forth in Paragraphs IV.A.1 - 8 above; or (2) violates the limitations set forth in Subsections VI.B.I - 8 below, shall be deemed to be a material modification to this Service Plan, unless otherwise agreed by the County as provided for in Section IX of this Service Plan. 9. Project Summary to be Reviewed by Weld County. Due to the general nature of the Service Plan, the District shall submit a project summary ("Project Summary") to the Weld County Department of Community Development ("Department") for any proposed Water Service Improvement Project proposed to be undertaken by the District pursuant to this Service Plan. The Project Summary shall consist of: (1) the agreement for water service; (2) the proposed scope of work to be undertaken by the District; (3) the proposed financing plan using revenue bonds; (4) an estimate of probable costs prepared by an engineer or general contractor; (5) an analysis of the Project's compliance with the stated Serve Plan purposes of the District, and (6) a statement of necessity for the Project. The Department shall complete its review of the Project Summary within forty five (45) days of complete submittal of the Project Summary. 6 Any project that requires a Use by Special Review ("USR") approval of the County shall include a Project Summary as part of the USR application materials. For Projects not requiring a USR, the Department shall forward the Project Summary and its analysis to the Board of County Commissioners as a communication. The BOCC shall make a finding as to the necessity, as required by statute, for each Project and shall use the Project Summary and the Department analysis as the basis for such a determination. The BOCC may request supplemental information from the District prior to making its determinations as to necessity. As long as the Project Summary describes projects anticipated by the Service Plan, no amendment to the Service Plan shall be required. B. Primary Infrastructure Plan. The District shall have authority to provide for the planning, design, acquisition, construction, installation, relocation, redevelopment, maintenance and financing of the Public Improvements within and without the boundaries of the District Primary Infrastructure Plan, including: (1) a list of the Public Improvements to be developed by the District; and (2) an estimate of the cost of the Public Improvements is attached hereto as Exhibit D. The Map Depicting Public Improvements is attached hereto as Exhibit E. In accordance with Subsection 2- 14-20.I, of the County Code, the Map Depicting Public Improvements shall be provided to the County in (at minimum) 24" x 36" format. The Map Depicting Public Improvements may be reduced as necessary to permit filing of the approved Service Plan with the District Court for and in Weld County, Colorado. As shown in the Primary Infrastructure Plan, the estimated cost of the Public Improvements which may be planned for, designed, acquired, constructed, installed, relocated, redeveloped, maintained or financed by the District is approximately $81,317,840.00. The District shall be permitted to allocate costs between such categories of the Public Improvements as deemed necessary in its discretion. All of the Public Improvements described herein will be designed in such a way as to assure that the Public Improvements standards will be compatible with those of the County. All descriptions of the Public Improvements to be constructed, and their related costs, are estimates only and are subject to modification as engineering, development plans, economics, the County's requirements and construction scheduling may require. Upon approval of this Service Plan, the District will continue to develop and refine the Primary Infrastructure Plan and the Map Depicting Public Improvements, as necessary, and prepare for issuance of Debt. All cost estimates will be inflated to then -current dollars at the time of the issuance of Debt and construction. All construction cost estimates contained in Exhibit D assume construction to applicable local, state or federal requirements. V. FINANCIAL PLAN A. General. 7 The District shall be authorized to provide for the planning, design, acquisition, construction, installation, relocation and/or redevelopment of the Public Improvements from its revenues and by and through the proceeds of Debt to be issued by the District. The Financial Plan for the District shall be to issue such Debt as the District can reasonably pay from legally available revenues. Debt issued by the District shall be payable only from revenue collected from the users of the Public Improvements. The District will also rely upon various other revenue sources authorized by law. These will include the power to assess fees, rates, tolls, penalties or charges as provided in Section 32-1-1001(1), C.R.S. Prior to commencing any Public Improvement provided for herein, the District Board shall prepare and approve a financing package demonstrating the design of the Public Improvement, a detailed cost of the Public Improvement, the source of revenue responsible for financing each Public Improvement, and evidence of a one-year reserve of anticipated operating costs for each Public Improvement Project, as may need to be amended from time to time to reflect actual Project Costs ("Public improvement Financing Package"). Once approved, the Board shall transmit the Public Improvement Financing Package to the County for its records. B. TABOR Compliance. The District will comply with the provisions of TABOR. In the discretion of the Board, the District may set up other qualifying entities to manage, fund, construct and operate facilities, services and programs. To the extent allowed by law, any entity created by the District will remain under the control of the District's Board. C. District's Operating Costs. The estimated cost of acquiring land, engineering services, legal services and administrative services, together with the estimated costs of the District's organization and initial operations, are anticipated to be Fifty Thousand Dollars ($50,000.00), which will be eligible for reimbursement from Debt proceeds. In addition to the capital costs of the Public Improvements, the District will require operating funds for administration and to plan and cause the Public Improvements to be operated and maintained. The first year's operating budget is estimated to be Thirty Thousand Dollars ($30,000.00), which is anticipated to be funded by the petitioners of the District and repaid via allowable District revenues. D. Elections. The District will call an election on the questions of organizing the District, electing the initial Board and setting in place the proposed financial structure as required by TABOR. The election will be conducted as provided in the Uniform Election Code of 1992, the Municipal Election Code and TABOR. At least thirty (30) days prior to the District's organizational election, the proposed ballot questions shall be submitted to the County for review to ensure that said ballot questions are in compliance with this Service Plan. VI. ANNUAL REPORT 8 A. General The District shall be responsible for submitting an annual report with the County Clerk not later than March 1 of each year following the year in which the Order and Decree creating the District has been issued by the District Court for and in Weld County, Colorado. B. Reporting of Significant Events. The annual report shall include information as to any of the following: 1. Boundary changes made or proposed to the District's boundary as of December 31 of the prior year. 2. Intergovernmental Agreements with other governmental entities either entered into or proposed as of December 31 of the prior year. 3. Copies of the District's rules and regulations, if any, as of December 31 of the prior year. 4. A summary of any litigation which involves the District Public Improvements as of December 31 of the prior year. 5. Status of the District's construction of the Public Improvements as of December 31 of the prior year. 6. A list of all facilities and improvements constructed by the District that have been dedicated to and accepted by the County as of December 31 of the prior year. 7. Current year budget including a description of the Public Improvements to be constructed in such year. 8. Audit of the District's financial statement, for the year ending December 31 of the previous year, prepared in accordance with generally accepted accounting principles or audit exemption, if applicable. VII. DISSOLUTION Upon a determination of the BOCC that the purposes for which the District was created have been accomplished, the District agrees to file a petition in the District Court in and for Weld County, Colorado, for dissolution, in accordance with the provisions of the Special District Act. In no event shall dissolution occur until the District has provided for the payment or discharge of all of its outstanding Debt and other financial obligations as required pursuant to state statutes. If the District is responsible for ongoing operations and maintenance functions under this Service Plan (Long -Term District Obligations), the District shall not be obligated to dissolve upon any such BOCC determination. I lowever, should the Long -Term District Obligations be undertaken by the County or other governmental entity, or should the District no longer be obligated to perform the Long -Term District Obligations, the District agrees to commence dissolution proceedings as set forth above. 9 VIII. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND EXTRATERRITORIAL SERVICE AGREEMENTS All such agreements must be for facilities, services and agreements lawfully authorized to be provided by the District, pursuant to the State Constitution, Article XIV, Section 18(2) (a), and Sections 29-1-201 et seq., C.R.S. To the extent practicable, the District may enter into additional intergovernmental and private agreements to better ensure long-term provision of the Public Improvements identified herein. Agreements may also be executed with property owner associations and other service providers. Any agreements which are required, or known at the time of formation of the District to likely be required, to fulfill the purposes of the District, must be described in this Service Plan, along with supporting rationale. Execution of intergovernmental or extraterritorial agreements by the District that are not described in this Service Plan shall require a forty -five- day notice publication and written notice to the BOCC pursuant to Section 32-1-207(3)(b), C.R.S. If, within forty-five (45) days of the publication of such notice, the BOCC expresses to the District a written objection to the proposed agreements, then the entry into said agreements without the prior written approval of the BOCC shall be considered a material modification of this Service Plan and shall be resolved only in accordance with Section 32-1- 207(2), C.R.S. Attached as Exhibit F is a current copy of an Option Agreement with the City of Aurora for a Water Storage Project. Should the District be approved it is anticipated that the Option Agreement will be assigned, in whole or in part by the Petitioner to the District. IX. MATERIAL MODIFICATIONS Material modifications to this Service Plan may be made only in accordance with Section 32-1- 207, C.R.S. All modifications to the written provisions of this Service Plan, whether deemed material or otherwise, must be approved by the County prior to becoming effective, and the District shall not be permitted to unilaterally make such modifications. No modification shall be required for an action of the District which does not materially depart from the provisions of this Service Plan. The District may request from the County a determination as to whether the County believes any particular action constitutes a material departure from the Service Plan, and the District may rely on the County's written determination with respect thereto; provided that the District acknowledges that the County's determination as aforesaid will be binding only upon the County, and will not be binding upon any other party entitled to enforce the provisions of the Service Plan as provided in Section 32-1-207, C.R.S. X. CONCLUSION It is submitted that this Service Plan for the District, as required by Section 32-1-203(2), C.R.S., and Section 32-1-203(3), C.R.S., establishes that: 1. There is sufficient existing and projected need for organized service in the area to be serviced by the District for the initial Projects. The Board will 10 determine necessity as part of this Service Plan for each subsequent Project as set forth in this Service Plan. 2. The existing service in the area to be served by the District is inadequate for present and projected needs able of providing economical and sufficient service to the area within its proposed boundaries; 3. The District is capable of providing economical and sufficient service to the area within its proposed boundaries; 4. The area to be included in the District does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis; 5. Adequate service is not, and will not be, available to the area through the County or other existing municipal or quasi -municipal corporations, including existing special districts, within a reasonable time and on a comparable basis; 6. The facility and service standards of the District are compatible with the facility and service standards of the County and each municipality which is an interested party under Section 32-1-204(1), C.R.S.; 7. The proposal is in substantial compliance the County's Master Plan adopted pursuant to Section 30-28-106, C.R.S.; 8. The proposal is in compliance with any duly adopted County, regional or state long-range water quality management plan for the area; 9. The creation of the District is in the best interests of the area proposed to be served; and 10. The creation of the District is in the best interests of the residents and future residents of the area proposed to be served. Xl. RESOLUTION OF APPROVAL The District agrees to incorporate the BOCC's resolution of approval, including any conditions on any such approval, into the Service Plan presented to the District Court for and in Weld County, Colorado. EXHIBIT A - Legal Descriptions EXHIBIT B - Vicinity Map EXHIBIT C - Initial District Boundary Map EXHIBIT I) - Primary Infrastructure Plan EXHIBIT E - Map Depicting Public Improvements 1I EXHIBIT A - Legal Descriptions Lot B of Amended Recorded Exemption No. 1477 -22 -4 -RE 1697, recorded May 14, 2008 at Reception No. 3553860, being a part of the SE '/4 of Section 22, Township 1 North, Range 63 West of the 6th P.M., County of Weld, State of Colorado, said legal description being previously known as Lot A of Recorded Exemption No. 1477 -22 -4 -RE 1697, recorded March 14, 1995 in Book 1483 as Reception No. 2429854, being a part of the SE '/4 of Section 22, Township 1 North, Range 63 West of The 6th P.M., County of Weld, State of Colorado. CONTAINING AN AREA APPROXIMATELY 138.21 ACRES. 13 EXHIBIT B - Vicinity Map 14 EXHIBIT C - Initial District Boundary Map CENTER 1/4 CORNY SEC 22 2' &CALL CAP BASIS OF BEARINGS 2S 25PJ7' N. LINE SE 1/4 SEC. 22 N89'1B'03'E 2622.27' SOUTHEAST QUARTER SECTION 22 TIN, R63W, 6TH P.M. S 1/4 CORNER SEC. 22. 2' AWNS CAP 75 23937' S. LINE SE 1/4 SEC. 22 388"57'0O -W 2645.24' E r/4 CORNER SEC. 22. 3.25' ALUM.. CAS BLS 12374" 1 COLORADO STATE HIGHWAY 79 (60' ROW) SC CCWNLN SEC. 22 325" AL4. CAP 7PYS 12374" WELD COUNTY ROAD 6 (6O' ROW) N SCALE: 1"=400' y� THIS EXHIBIT DOES NOT RERESENT A MONUMENTED SURVEY. 15 EXHIBIT D - Primary Infrastructure Plan PROSPECT VALLEY RESOURCES METROPOLITAN DISTRICT (PVRMD): DISTRICT COST SUMMARY: I) Major District Components Well Improvements Water Collection Systems Storage Facilities Water Filtration and Treatment Plants Inlets Infiltration Galleries Gauging Stations Pumping Facilities Power Plants Ventilation Parking Facilities Water Transmission Lines Miscellaneous Appurtenant Facilities DESCRIPTION Well Improvements Water Collection S stems UNIT TOTAL QNTY UNIT COST COST 25 116,688.00 EA LF $250,000 $6,250,000 $55 $6,418,000 Subtotal $12,668,000 Design/Survey & Testing; Construction Management $1,013 Subtotal $13,681,440 DESCRIPTION Steel Above Ground Tank Equipment Feed Pump WTP Building Nanofiltration and RO Equipment Steel Above Ground Clear Well Tank High Service Pumps Reject Brine Pump Station Yard Piping Site Work Evaporation Ponds Enhanced Evauoration System UNIT TOTAL Q,NTY UN17 (:OsT (:OST 1 3 EA EA EA EA EA 3 EA 2 EA 1 EA 1 EA 40 AC 1 LS $144,000 $45,000 $2,860,000 S1,930,500 $552,500 $45,000 $5,000 $443,927 $135,715 $68,985 $150,000 $144,000 $135,000 $2,860,000 $1,930,500 $552,500 $135,000 $10,000 $443,927 $135,715 $2,759,400 $150,000 Subtotal $9,256,042 Design/Survey & Testing; Construction Management $740,483 Subtotal $9,996,525 16 DESCRIPTION UNIT TOTAL QNTY UNIT COST COST 23,400 31,700 31,700 34,700 Pipeline (PVC -C905 PCI00) Pipeline (PVC -C905 PC125) Pipeline (PVC -C905 PC 160) Pipeline (PVC -C905 PC200) L.F. L.F. L.F. L.F. $188 $188 $188 $210 121,500 $4,399,200 $5,959,600 $5,959,600 $7,287,000 L.F. Subtotal $23,605,400 Engineering $1,416,324 Design/Build Cost ** $25,021,724 DESCRIPTION Pipeline (PVC -C905 PC 125) UNIT TOTAL QNTY UNIT COST COST 163,680 L.F. 163,680 L.F. $188 $30,771,840 Subtotal $30,771,840 Engineering $1,846,310 Design/Build Cost ** $32,618,150 Total Cost for all above projects: $81,317,840 ++ Total Project Cost is based upon Design/Build or Construction Manager at Risk delivery method. I7 EXHIBIT E - Map Depicting Public Improvements 18 Transmission line to Greeley Area EXHIBIT F OPTION AGREEMENT 19 OPTION AGREEMENT This OPTION AGREEMENT ("Agreement") is entered into and effective as of the Effective Date (as defined in Section 9.21 below), by and between the City of Aurora, Colorado, a Colorado municipal corporation of the Counties of Adams, Arapahoe and Douglas acting by and through its Utility Enterprise ("Aurora"), and Front Range Resources, LLC, a Colorado limited liability company ("Front Range"). Aurora and Front Range are each referred to as a "Party" and collectively as the "Parties." RECITALS WHEREAS, Front Range Resources applied for approval of a replacement plan ("Application") from the Colorado Ground Water Commission ("Commission"). Front Range and the other parties involved in the Commission proceeding agreed to request the Commission to dismiss the Application so that the Application could be appealed to the District Court, Adams County, Colorado. The Application has been filed in the District Court and is now pending in Case No. 2015CV30493, District Court, Adams County, Colorado ("District Court", which refers to the Adams County District Court Case No. 2015CV30493 and any and all appeals therefrom). Pursuant to Rule 5.2.5.2 of the Rules and Regulations for the Management and Control of Designated Ground Water, 2 CCR 410-I ("Designated Basin Rules"), the alluvial aquifer of the Lost Creek Designated Ground Water Basin ("Lost Creek Basin") is over appropriated, and therefore, no new large capacity well permits may be granted in the Lost Creek Basin unless a replacement plan is approved by the District Court in accordance with Designated Basin Rule 5.6; and WHEREAS, the Application requests the District Court to approve a replacement plan pursuant to C.R.S. §§ 37-90-103(12.7) - 37-90-107.5, and Designated Basin Rule 5.6 that includes the right to recharge water at recharge ponds to be constructed at certain recharge facilities identified in the Application ("Recharge Facilities"), and subsequently withdraw from certain existing and/or replacement wells identified in the Application ("Front Range Wells") up to 25,343 acre-feet of water in the Lost Creek Basin. Such Application, upon approval by the District Court shall be referred to herein as the "Replacement Plan", and such right to recharge water and subsequently withdraw pursuant to the Replacement Plan up to the greater of 25,343 acre feet or the maximum amount of such rights approved in the above -referenced District Court proceeding shall be referred to herein as the "Replacement Plan Rights" as more particularly described in Section 0 below; and WHEREAS, pursuant to a prior agreement between the parties, the Application includes the fully consumable water supplies from the Aurora Water raw water supply system, from time to time for recharge and subsequent withdrawal under the Replacement Plan ("Aurora's Water Rights"), as well as the use of other water rights owned or leased by Front Range; and WHEREAS, Front Range will also seek approval by the Lost Creek Ground Water Management District ("Lost Creek District") for the export of the Aurora Water Rights, and other water rights withdrawn under the Replacement Plan from and for use outside of the Lost Creek Basin ("Export"); and 1 WHEREAS, Front Range holds or will obtain title to certain real property interests for the purposes of operating the Replacement Plan as more particularly described and defined as the Real Property Rights described below, which shall be deemed part of the Replacement Plan Rights subject to this Agreement; and WHEREAS, Lytle Water Solutions, LLC, developed a ground water model to simulate hydrologic conditions and operations of the Replacement Plan within the Lost Creek Basin ("Model"), as described in the Lost Creek Ground Water Basin Model Documentation Report, as amended ("Model Report") and in the C.R.C.P. 26(a)(2) disclosures developed by Lytle Water Solutions, LLC to be submitted by Front Range in Case No. 2015CV30493, District Court, Adams County ("Expert Reports"); and WHEREAS, Front Range and Aurora have agreed to terms and conditions for Front Range to grant Aurora an option to purchase all or a portion of the Replacement Plan Rights for use with deliveries of water associated with the Aurora Water Rights and other water rights owned or controlled by Aurora to the extent permitted under the Replacement Plan. NOW THEREFORE, in consideration of the mutual covenants and promises between the Parties, which the Parties acknowledge and agree constitute adequate consideration, with such consideration having been received, the Parties agree as follows: AGREEMENT 1. WATER SUPPLY AND REPLACEMENT PLAN DEVELOPMENT 1.1 Final Approval. As of the Effective Date, the Replacement Plan has not been approved by the District Court and the Lost Creek District. Front Range agrees to diligently pursue: (a) the proceedings in the District Court to obtain a non -appealable order required to use the Replacement Plan for municipal, industrial, commercial and other uses, including use by Aurora and others of the Replacement Plan; and (b) a non -appealable approval of Export by the Lost Creek District, and any other entity having jurisdiction over Export consistent with the uses and other provisions of the District Court Order for use of the Replacement Plan (such approvals from the District Court and the Lost Creek District, collectively referred to herein as the "Final Approval"). Front Range will be solely responsible for all costs of proceedings to obtain Final Approval, including any and all costs associated with expert witnesses retained by Front Range. Unless and except to the extent agreed to by Aurora in writing, Aurora shall not be responsible for any costs incurred by Front Range in its pursuit of Final Approval or liable for any claims made by third -parties for costs related to approving or objecting to Final Approval. 1.2 Aurora's Reasonable Cooperation. As consideration for the options granted to Aurora under this Agreement Aurora will, for the duration of the Term (as defined in Section 9.20 below), cooperate in Front Range's efforts to seek and obtain Final Approval; provided that Aurora shall not be required to incur out-of-pocket expenses in connection with such cooperation. Aurora's cooperation will include providing reasonable testimony and affidavits in all proceedings before the District Court, Adams County, Colorado and the Lost 2 Creek District, including all appeals, regarding the Replacement Plan, including, but not limited to (a) Aurora's Water Supply; (b) Aurora's intended use of the water from the Replacement Plan; and (c) information about Aurora's water service area and water supply requirements. Aurora's agreement to cooperate does not and shall not survive the Term or earlier termination of this Agreement. 1.3 Ownership of Water Rights and Other Rights. Neither this Agreement nor the consummation of any of the transactions provided for or contemplated herein will or can result in the conveyance of the Aurora Water Rights, which shall remain the separate and distinct property of Aurora. Except to the extent conveyed to Aurora pursuant to Aurora's exercise of its rights under this Agreement, the ownership of the Replacement Plan, the Replacement Plan Rights, arty well permits, easements, real property, and any other infrastructure associated with the Replacement Plan, any water rights associated with the Replacement Plan other than the Aurora Water Rights, and any other rights relating to the Replacement Plan shall remain the separate and distinct property of Front Range. The Parties acknowledge that the Replacement Plan is anticipated to provide for the delivery of water to the Recharge Facilities and the withdrawal of the water through the Front Range Wells in accordance with the terms and conditions of the Replacement Plan. The Replacement Plan will provide that Aurora's use of the Replacement Plan Rights will be limited to the amounts of water supplied by Aurora, and to the extent Aurora exercises the option to purchase all or a portion of the Replacement Plan Rights, the water that Aurora may withdraw pursuant to the Replacement Plan shall be exclusively limited to the water provided by Aurora, and Aurora shall not have any right to other water or water rights described in the Replacement Plan. Similarly, Front Range, its successors or assigns, shall have no right to the water delivered by Aurora pursuant to the Replacement Plan or to water rights owned by Aurora and used to deliver water to the Replacement Plan, except as may be separately agreed to by the Parties in writing. 1.4 Facilities Construction. The Parties acknowledge and agree that the facilities required for the introduction, withdrawal and the transport of the water under the Replacement Plan have not been fully constructed as of the Effective Date. Except as may be separately agreed to by the Parties in writing each Party shall be separately responsible for the construction of required infrastructure for the withdrawal and transport of water by that Party, including, but not limited to wells, meters, meter pits, pipelines, labor, permitting, easements, condemnation, and related pumping equipment. 1.5 Facilities Operations and Maintenance. Except as may be separately agreed to by the Parties in writing, each Party shall operate and maintain, at its own cost, that portion of the Replacement Plan related to the Replacement Plan Rights owned by such Party and shall be solely and exclusively responsible for the construction, maintenance and repair of the wells, pipelines and other facilities necessary to withdraw and transport the water for use by Aurora. Aurora shall only be responsible for infrastructure needed for a system operated by such party or for infrastructure that Aurora agrees to construct or pay pursuant to a separate written agreement. 3 2. REPLACEMENT PLAN RIGHTS 2.1 Scope of Replacement Plan Rights. The option granted to Aurora under this Agreement is for the purchase of Replacement Plan Rights in units of acre feet of storage capacity as provided for under the Replacement Plan. "Replacement Plan Rights" consists of the property rights owned by Front Range necessary for Aurora to develop and use such portions of the Replacement Plan as purchased by Aurora, including (a) the right to recharge water and subsequently withdraw such water pursuant to the Replacement Plan and all other rights related thereto pursuant to the Final Approval; and (b) an undivided non-exclusive interest in the below -described additional rights as is required to operate the Replacement Plan (collectively, the "Appurtenant Rights"): 2.1.1 the Recharge Facilities; 2.1.2 the Front Range Wells; 2.1.3 the Real Property Rights as of the date of Aurora's Exercise Notice or Response Notice; 2.1.4 permit(s) and/or orders from the District Court and Lost Creek District necessary to use the Replacement Plan Rights, as authorized by the Final Approval; 2.1.5 any other permit(s), orders or documentation in Front Range's possession that Aurora needs or could need in connection with the development of Aurora's rights under the Replacement Plan or the Replacement Plan Rights. 2.2 As part of the Replacement Plan Rights subject to this Agreement, Front Range shall provide Aurora such Appurtenant Rights listed above and on Exhibit A that are necessary for Aurora to develop and use the Replacement Plan at the level purchased by Aurora. The Replacement Plan Rights that are necessary to develop and use the Replacement Plan by Aurora will depend upon the option exercised, the volume commitment, the terms of the Final Approval and the Model and Model Report. The Final Approval shall be used as guidelines by the Parties regarding the property rights Aurora needs to develop and use the Replacement Plan at the level purchased. Exhibit A also contains general provisions for the shared use of certain of the Appurtenant Rights. 2.3 Real Property Rights. Front Range owns certain real property rights and expects to obtain certain other real property rights including fee title, easement interests, licenses and other rights in and to real property for the development, construction, operation and maintenance of the Replacement Plan Rights, Recharge Facilities, Front Range Wells and associated infrastructure related to and reasonably necessary for the development, construction, operation and maintenance of the Replacement Plan Rights (collectively, the "Real Property Rights"). The Real Property Rights owned by Front 4 Range as of the Effective Date are described on Exhibit A and Attachments 1, 2 and 3 to Exhibit A attached hereto. Front Range shall provide Aurora with written notice of any and all additional real property rights obtained by Front Range that constitute Real Property Rights upon with notice such additional rights shall be deemed Real Property Rights under this Agreement. 2.4 No Encumbrances. Except as provided for in this Agreement, Front Range agrees that its shall not sell, lease or encumber any of the Replacement Plan Rights (including the Appurtenances) without Aurora's prior written consent (which approval shall not be unreasonably withheld), provided, however, no such consent shall be required for Front Range to sell or lease its other water rights, or use existing or future wells and/or pipelines to sell or lease Front Range water to third parties. 3. OPTION TERMS 3.1 Grant. Front Range grants to Aurora the option, in Aurora's discretion, to purchase the maximum amount of the Replacement Plan Rights approved pursuant to the Final Approval which amount is hereinafter referred to as the "Replacement Plan Option Amount", subject to the terms and conditions of this Agreement. The option hereby granted shall be exercisable during the Option Period (as defined in Section 3.4 below). 3.2 Exercise of Option. 3.2.1 Aurora may, from time to time, exercise its option to purchase some or all of the Replacement Plan Rights by giving written notice thereof to Front Range on or before the expiration of the Option Period of the amount of the Replacement Plan Option Amount, in an amount not less than the lesser of 5,000 acre feet or 50% of the entire Replacement Plan Option Amount, and those Appurtenant Rights that are necessary for developing and utilizing those Replacement Plan Rights identified in such notice, as described in Section 2.2, above ( "Exercise Notice"). 3.2.2 Upon delivery of an Exercise Notice, Aurora shall have the exclusive right to purchase the Replacement Plan Rights identified in such Exercise Notice at the then - applicable Purchase Price, and the Parties will meet to identify necessary documentation for closing including the appropriate deeds, assignments and other documentation as required to effect the conveyance of the subject Replacement Plan Rights free and clear of all encumbrances, and Front Range shall, at Aurora's request, provide such affidavits as are reasonably required to permit a title company to issue title insurance on any aspect of the Appurtenances as can be insured under a title policy. 3.3 Purchase Price. Except in connection with a purchase pursuant to the Right of First Offer, the purchase price for the Replacement Plan Rights is the Applicable Rate as of the date of Aurora's Exercise Notice multiplied by the amount of the Replacement Plan Rights, in acre feet, so purchased by Aurora ("Purchase Price"). The "Applicable Rate" means (a) $3,250 per acre feet of Replacement Plan Rights until December 31, 2015; and (b) from 5 and after January 1, 2016, the Applicable Rate shall be increased as of first day of each calendar year of the Term to reflect the same percentage increase, if any, in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index, Urban Wage Earners, Denver -Boulder -Greeley Area ("CPI") as of the date of such adjustment over the most recent CPI preceding the Effective Date or, from and after the first such adjustment, the most recent CPI preceding the previous adjustment date. In no event shall the Applicable Rate be decreased except by mutual written agreement of the Parties. 3.4 Option Period. The "Option Period" consists of three periods as set forth below. 3.4.1 Initial Option Period. 3.4.1.1 The "Initial Option Period" shall commence as of the Effective Date and continue through the later of the date that is: (a) 18 months from the Effective Date; and (b) 6 months after the date when Final Approval is achieved as evidenced by Front Range's written notice to Aurora that Final Approval has been achieved. 3.4.1.2 During the Initial Option Period, (a) Aurora shall have the exclusive right to purchase from Front Range all or any portion of the Replacement Plan Rights; and (b) Front Range shall not be entitled to sell the Replacement Plan Rights to any other party. 3.4.2 Second Option Period. 3.4.2.1 The "Second Option Period" shall commence as of the day following the last day of the Initial Option Period and continue through the date that is five years thereafter. 3.4.2.2 During the Second Option Period, (a) Aurora shall have the exclusive right to purchase from Front Range up to 5,000 acre feet of the Replacement Plan Rights; and (b) Front Range shall be entitled to sell the remaining Replacement Plan Rights in excess of Aurora's reserved 5,000 acre feet to third parties, subject to the Right of First Offer in Section 4 below. 3.4.3 Third Option Period. 3.4.3.1 The "Third Option Period" shall commence as of the day following the last day of the Second Option Period and continue through the date that is five years thereafter. 3.4.3.2 During the Third Option Period, (a) Aurora shall be entitled to purchase from Front Range any portion of the Replacement Plan Rights that Front Range has not sold to, or has not entered into a binding contract with, an unaffiliated third party as of the date of Aurora's Exercise Notice; and (b) Front Range shall be entitled to sell the remaining Replacement Plan Rights, subject 6 to the Right of First Offer. Aurora's Right of First Offer shall continue through the end of the Third Option Period. 4. RIGHT OF FIRST OFFER 4.1 Grant of Right. Subject to Aurora's exclusive right to purchase various portions of the Replacement Plan Rights as provided herein, Front Range shall be entitled to market and sell to third parties other portions of the Replacement Plan Rights; provided, however, to the extent required herein during the different Option Periods, before offering for sale or lease any such remaining Replacement Plan Rights ( "Right of First Offer") Front Range shall give a notice indicating what portion of the Replacement Plan Rights that are available for sale, at what price and with what Appurtenances (each, a "Notice of Intent to Sell"). In the event Front Range provides Aurora a Notice of Intent to Sell with respect to all or a portion of the Replacement Plan Rights, Aurora may elect, in its discretion, to purchase some or all of Replacement Plan Rights so offered in the Notice of Intent to Sell in which case Aurora may purchase the amount of Replacement Plan Rights identified in such Notice of Intent to Sell by providing written notice to Front Range within 30 days after receipt of the Notice of Intent to Sell, and Aurora shall be entitled to purchase all or a portion of the Replacement Plan Option Amount as described in the Notice of Intent to Sell, on the same terms and conditions as described in the Notice of Intent to Sell ("Response Notice"). In the event Aurora provides to Front Range a Response Notice, Front Range and Aurora shall enter into an agreement for Aurora to purchase the Replacement Plan Rights described in the Notice of Intent to Sell which shall be subject to approval of the City of Aurora, Colorado, City Council; provided that such approval shall be obtained within 90 days after delivery of Aurora's Response Notice. In the event (1) Aurora does not respond to the Notice of Intent to Sell within the time period set forth above, or (2) Aurora provides written notice to Front Range within such period that Aurora waives its right with respect to a Notice of Intent to Sell, or (3) if Aurora delivers a Response Notice and submits the proposed transaction to City Council for its approval and such approval in not obtained within the period provided for above, the Option to purchase the portion of the Replacement Plan Rights identified in the Notice of Intent to Sell shall terminate. If Aurora's rights are terminated with respect to a particular Notice of Intent to Sell then Front Range shall be entitled to market and sell the Replacement Plan Rights described in the subject Notice of Intent to Sell on substantially the same terms and conditions as set forth in the applicable Notice of Intent to Sell; provided, however, that if Front Range desires to offer the offered Replacement Plan Rights to a prospective purchaser on terms more favorable to purchaser than the terms in the Notice of Intent to Sell by a factor of 10% or more, or if Front Range fails to close on the conveyance of such Replacement Plan Rights within 180 days after receipt of Aurora's Response Notice then Aurora's Right of First Offer with respect to such portion of the Replacement Plan Rights shall be re -instated with respect to such Replacement Plan Rights. 5. OPERATING AGREEMENT 5.1 If Aurora determines that it does not want to operate the Replacement Plan with respect to all or any of the Replacement Plan Rights purchased pursuant to this Agreement Aurora may give notice to Front Range and the Parties shall negotiate terms for the establishment of 7 an operating entity to construct, operate and maintain identified portions of the Replacement Plan and such other operations arrangements as the Parties deem advisable. Neither Party shall be required to establish or participate in such an arrangement. 6. AURORA'S INSPECTION 6.1 Inspection Period. During the Option Period, Aurora shall have the right to undertake such studies and investigations as may be determined by Aurora to be appropriate and as authorized by this Agreement. In the event Aurora delivers an Exercise Notice or a Response Notice, Aurora shall have 90 days from the date of delivery of such notice to conduct any additional inspections and due diligence as Aurora deems necessary to assess the feasibility of the purchase provided for under the notice ("Inspection Period"). Aurora may terminate its option to purchase all or a portion of the Replacement Plan Rights pursuant to a particular Exercise Notice or Response Notice for any reason or no reason upon notice to Front Range delivered prior to the end of the applicable Inspection Period. 6.2 Transfer Point. Unless previously agreed by the Parties, during the applicable Inspection Period, the Parties shall determine the following: (1) the location of the transfer points where (a) water shall be delivered by Aurora into the Replacement Plan; and (b) water shall be removed from the Replacement Plan ("Transfer Points"); and (2) what infrastructure each Party shall construct, manage and finance on either side of the Transfer Points. 6.3 Diligence Investigations. During the Option Period, Aurora will undertake such studies and investigations as may be determined by Aurora to be appropriate and as authorized by this Agreement. 6.4 Access. Aurora, and/or its agents, may inspect the Application (and, as applicable, the Replacement Plan), and any associated infrastructure, the Model, Model Report, and Expert Reports, the easements and real property associated with the Replacement Plan and Recharge Facilities, Front Range Wells, and any documents and materials related to those items, and shall have reasonable access to those items and to any of the real property included within the Real Property Rights for review, inspection and non-destructive testing during the Option Period. Front Range shall be provided with reasonable notice of Aurora's, or its agents', consultants' or employees' dates and times of investigations, and Front Range may have a representative accompany the investigations. Aurora shall be provided access to the Model, the Model Report and Expert Reports and other Model documentation upon reasonable notice from Aurora to Front Range. 6.5 Records. Front Range expressly consents to Aurora, and/or its agents, consultants or employees, reviewing and obtaining copies of any and all records maintained by governmental and quasi -governmental entities and public utility companies regarding the Replacement Plan. Front Range shall make available to Aurora for inspection and/or copying, at Aurora's expense, any and all non -privileged documents and records maintained by Front Range, or for Front Range by Front Range's consultants, pertaining to the following: (a) the Replacement Plan; (b) the Model, Model Report and Expert Reports and any related documents; (c) title to the easements, property, and the Recharge Facility 8 properties, including any and all title insurance policies, surveys, and similar documents; (d) all documentation regarding the geology and hydrology of the Lost Creek Basin in the possession of Front Range; (e) any and all engineering reports, feasibility studies, surveys, soil reports, and other documents pertaining to the Replacement Plan, easements and recharge sites; and (f) any other documentation or information reasonably requested by Aurora. In the event the documents and records are maintained in a computer readable format, Aurora shall have the opportunity to obtain the documents and records in a computer readable format. 6.6 Contact with Front Range. Front Range shall make its employees and agents and consultants available to answer questions or provide information regarding any non - privileged matters or information that Aurora would like to discuss or inquire about during the Option Period. 6.7 Groundwater Model. During the Option Period, Aurora shall be provided with an executable copy of the Groundwater Model for Aurora's inspection and evaluation. In the event Aurora exercises its option, the Purchase Price shall include an executable copy of the Groundwater Model, and any and all updates of the same as of the date of closing of Aurora's purchase. Front Range may retain a copy of the Groundwater Model, and any and all updates, for Front Range's own use and purposes. 7. REPRESENTATIONS & WARRANTIES 7.1 Representations and Warranties of Front Range 7.1.1 Organization; Good Standing. Front Range is a duly formed Colorado limited liability company, validly existing and in good standing in the State of Colorado. 7.1.2 Authority. Front Range has full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and this Agreement, when duly executed and delivered, shall constitute the valid and binding obligations of Front Range. 7.1.3 Pending Applications. To the extent any portion of the Replacement Plan subject to this Agreement is subject to administrative approval and permitting by the District Court or the Lost Creek District, Front Range shall use good faith efforts to obtain the approval of the District Court or Lost Creek District to use the Replacement Plan for the purposes contemplated by this Agreement. 7.1.4 No Violation. To Front Range's knowledge, neither Front Range's execution and delivery of, nor the performance by Front Range of Front Range's obligations contained in this Agreement constitutes a material breach or default or gives right to a right of acceleration under any mortgage, contract, or other agreement to which Front Range is a party or by which Front Range is affected or bound. To Front Range's knowledge, neither Front Range's execution and 9 delivery of, nor the performance by Front Range of Front Range's obligations contained in this Agreement, contravenes or violates any law, ordinance, regulation, order, permit or decree applicable to or binding on Front Range or the Replacement Plan subject to this Agreement. 7.1.5 Disclaimer. Front Range makes no warranty or representations as to the suitability, quality or quantity of the water available from the Replacement Plan covered by this Agreement for use by Aurora, except as provided for under the Final Approval. 7.2 Representations and Warranties of Aurora 7.2.1 Organization; Good Standing. Aurora is a municipal organization duly formed, validly existing and in good standing in the State of Colorado. 7.2.2 Authority. Aurora has full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and this Agreement, when duly executed and delivered, shall constitute the valid and binding obligations of Aurora. 8. CONDITIONS 8.1 Conditions to Front Range's Obligations. Front Range is obligated to make available the Replacement Plan Rights that this Agreement contemplates only if each of the following conditions has been satisfied: 8.1.1 The representations and warranties of Aurora set forth in this Agreement are true and accurate as of the Effective Date of and remain true and accurate during the Term of this Agreement. 8.1.2 The conditions for Final Approval must have been satisfied. 9. GENERAL PROVISIONS 9.1 Non -Exclusivity. Aurora's right to exercise the options under this Agreement is non- exclusive and strictly limited to the terms of this Agreement. Front Range shall be entitled to sell or lease the Replacement Plan Rights to other parties subject to the terms of this Agreement, including the Right of First Offer. 9.2 Sole Obligation of Utility Enterprise. 9.2.1 This Agreement shall never constitute a general obligation or other indebtedness of the City of Aurora ( "City"), or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the City within the meaning of the Constitution and laws of the State of Colorado or of the Charter and ordinances of the City. 10 9.2.2 In the event of a default by the City's Utility Enterprise of any of its obligations under this Agreement, Front Range shall have no recourse for any amounts owed to it against any funds or revenues of the City except for those revenues derived from rates, fees or charges for the services furnished by, or the direct or indirect use of, the Water System and deposited in the Water Enterprise Fund, as the terms "Water System" and "Water Enterprise Fund" are defined in City Ordinance No. 2003-18, and then only after the payment of all operation and maintenance expenses of the Water System and all debt service and reserve requirements of any bonds, notes, or other financial obligations of the Utility Enterprise secured by a pledge of the net revenues of the Water Enterprise Fund. Notwithstanding any language herein to the contrary, nothing in this Agreement shall be construed as creating a lien upon any revenues of the Utility Enterprise or the City. 9.3 Notices. Notices shall be effective (i) the next day following the date sent by an established express delivery service which maintains delivery records requiring a signed receipt, (ii) upon receipt by the addressee of a hand delivery, or (iii) three (3) days following the date of mailing via certified or registered mail, postage prepaid, return receipt requested. To Front Range: Manager Front Range Resources, LLC 1801 Broadway, Suite 1010 Denver, CO 80202 Facsimile: 303-376-9720 To Aurora: with copy to City of Aurora 15151 East Alameda Parkway, Suite 5300 Aurora, CO 80012-1555 Attn: City Attorney City of Aurora 15151 East Alameda Parkway, Suite 3600 Aurora, CO 80012-1555 Attn: Director, Aurora Water Notices shall be effective (i) the next day following the date sent by an established express delivery service which maintains delivery records requiring a signed receipt, (ii) upon receipt by the addressee of a hand delivery, or (iii) three (3) days following the date of mailing via certified or registered mail, postage prepaid, return receipt requested. 9.4 Time is of the Essence. Time is of the essence with respect to each and every aspect of this Agreement, and strict compliance with all time requirements is at the heart of this Agreement and shall be strictly enforced. 11 9.5 Authority. The individuals executing this agreement on behalf of their respective entities are authorized by the entities to execute this Agreement on behalf of their respective entities. 9.6 No Partnership. It is not the intention of the Parties to create, nor shall this Agreement be construed as creating, a partnership, joint venture, or association, or render the Parties liable as partners or co -venturers. 9.7 Default. 9.7.1 As to any default of a Party's obligations or representations or warranties under this Agreement, a Party who claims that another Party had so defaulted shall provide written notice to the other Party setting forth the specific default. If the Party receiving such notice fails to cure the noticed default within 30 days after such written notice, or if such noticed breach cannot reasonably be cured within such 30 day period, the defaulting Party shall be allowed additional time (not to exceed 60 additional days) as is reasonably necessary to cure the breach so long as the breaching Party begins the cure within such 30 days and diligently pursues the cure to completion then such Party shall be deemed in Default. 9.7.2 Upon the occurrence of a Default, the non -defaulting Party will have the right to enforce its rights under this Agreement and any applicable law by such suit, action, or special proceedings as the Party deems appropriate including, without limitation, specific performance of any covenant in this agreement. Except as otherwise provided for herein, all rights and remedies of the Parties may be exercised with or without notice, shall be cumulative, may be exercised separately, concurrently, or repeatedly, and the exercise of any such right or remedy shall not affect or impair the exercise of any other rights or remedy. 9.7.3 Notwithstanding any contrary provision contained, the Parties each waive any right to seek consequential, incidental or punitive damages against the other. 9.8 Entire Agreement; Modifications. The making, execution and delivery of this Agreement by the Parties has been induced by no representations, statements, warranties or agreements other than those expressed in this Agreement. This Agreement embodies the entire understanding of the Parties as to the subject matter hereof and there are no further or other agreements or understandings, written or oral, in effect between the Parties relating to its subject matter unless expressly referred to in this Agreement. Modification of this Agreement by the Parties may be made only by a writing signed by the Party or Parties to be bound by the modification. 9.9 Recording. This Agreement shall not be recorded at any of the office of the Adams County Clerk and Recorder, the Weld County Clerk and Recorder, the Arapahoe County Clerk and Recorder or the Douglas County Clerk and Recorder. 12 9.10 Estoppel and Waiver. The failure of any Party to enforce any provision of this Agreement shall not be construed to be a waiver of such provision or any other provision, nor shall such failure in any way affect the validity of all or any part of this Agreement or the right of such waiving Party thereafter to enforce each and every provision herein. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Agreement, except by a signed written instrument of the Party charged with such waiver or estoppel. 9.11 Assignment and Delegation. This Agreement and the rights and obligations created hereby shall be binding upon and shall inure to the benefit of the Parties and their respective permitted successors and assigns, if any. Except as specified in this Agreement, this Agreement shall not be assigned to any other person or entity without the written permission of the other Party, which consent shall not be unreasonably withheld; provided that the rights and obligations of Front Range may not be assigned to any party that has not obtained all of Front Range's interests in the Replacement Plan (or the Application, as applicable) and the Appurtenances. Notwithstanding the foregoing, Aurora agrees Front Range may assign this Agreement and the rights and obligations created hereby to Mountain Water LLC or one of Mountain Water LLC's affiliated companies provided such assignee entity has obtained all of Front Range's interests in the Replacement Plan (or the Application, as applicable) and the Appurtenances. 9.12 Survival. The rights and obligations of the Parties hereunder shall survive and shall remain fully enforceable until such time as any and all terms and conditions of this Agreement are completely fulfilled. 9.13 No Third -Party Beneficiary. This Agreement is entered into between the Parties for the purposes set forth herein. No other person or entity is a beneficiary of this Agreement, nor shall any other person or entity be considered as a beneficiary, third party or otherwise, of this Agreement. 9.14 Construction. The headings of sections and subsections in this Agreement are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. 9.15 Counterparts. This Agreement may be executed in two or several counterparts and all counterparts so executed shall constitute one agreement binding on all of the Parties, notwithstanding that all the Parties are not signatories to the original or the same counterpart. 9.16 Severability. The invalidity or unenforceability of any of the provisions of the Agreement shall not affect any other provision of this Agreement which shall thereafter be construed in all respects as if such invalid or unenforceable provision were omitted. 9.17 No Attorney Fees and Costs. In the event of any litigation, mediation, arbitration or other dispute resolution proceedings arising out of or related to this Agreement, each 13 Party agrees to be responsible for its own attorneys' fees and other professional fees, costs and expenses associated with any such proceedings, except as otherwise specifically provided for in this Agreement. 9.18 Controlling Law and Venue. This Agreement shall be governed under and controlled pursuant to the laws of the State of Colorado, and the venue for any disputes hereunder shall be in the District Court, Weld County, State of Colorado. 9.19 Brokers. The Parties represent and warrant to each other that no broker or finder was instrumental in arranging or bringing about the transaction contemplated by this Agreement. If any other person brings a claim for a commission or finder's fee based upon any contact, dealings or communication with Aurora or Front Range, then the Party through whom such person makes its claim shall, to the extent permitted by law, indemnify and hold the other Party ( "Indemnified Party") harmless from any and all costs, damages, claims, liabilities or expenses (including, without limitation, court costs and reasonable attorneys' fees and disbursements) incurred by the Indemnified Party in defending against the claim. The provisions of this Section shall survive the Closing or, if the transaction contemplated by this Agreement is not consummated, the termination of this Agreement. 9.20 Term. This Agreement shall be effective from the Effective Date until the end of the Third Option Period or such earlier date as provided for in this Agreement or by agreement of the Parties. If Aurora has delivered an Execution Notice or a Response Notice prior to the end of the Term, the Term shall be extended until the date that the transaction provided for under the Execution Notice or a Response Notice has closed or has not closed pursuant to the terms of this Agreement or the consent of the parties. In the event final non -appealable decisions approving the Replacement Plan by the District Court and approving Export by the Lost Creek District are not obtained within eight (8) years from the Effective Date of this Agreement, either Party may terminate this agreement, by providing written notice of termination to the other Party. Aurora may terminate this Agreement at any time, for any or no reason, by providing written notice of termination to Front Range. 9.21 Effective Date of Agreement. This Agreement shall be effective on the last date it is signed by both of the Parties. IN WITNESS WHEREOF, the Parties have set their hands and seals this day and year indicated below. (Remainder of page left blank intentionally) 14 STATE OF COLORADO ) CITY OF AURORA, COLORADO, ACTING BY AND THROUGH ITS UTILITY ENTERPRISE Marshall P. rown, Director Dale APPROVED AS TO FORM FOR AURORA: (/11.1t.d//.tl ie eirl� Christine McKenney, Assistant CijyTttgrney Date ACS # sir's f - F-DooF L1) -cl pecial Water Counsel Date ss COUNTY OF ARAPAHOE ) The foregoing instrument was acknowledged before me this day of Di) c pro tkej, 2015, by Marshall P. Brown, Director, acting on behalf of the Utility Enterprise of the City of Aurora, Colorado. Witness my hand and official seal. g 1 Notary Public My commission expires: (SEAL) LEIANA BAKER NOTARY PUBLIC STATE OF COLORADO NOTARY ID i 20014021808 MY COMMISSION EXPIRES JULY 28. 2017 • 15 FRONT RANGE: FRONT RANGE RESOURCES, LLC, a Colorado limited liability company By: FRR Management, LLC, a Colorado limited liability company Its: Manager By: Name: Title Date j�" Sw�(t�C!✓� /1ti/s STATE OF C { ) COUNTY OF J. • The foregoing instrument was t . - n r I as C t r, u . c T' _ of FRR Management, LLC, a Colorado limited liability company as manager of Front Range Resources, LLC, a Colorado limited liability company. ss By: Name: Title Date k, Ls— cDc_v� u " �,1tArv�ik�t-v� \C -k -k -Ac acknowledged before me this t ��day by t of W«-�:�:�3.�c.,� 2015, Witness my hand and official seal. My commission expires: c STATE OF CC) _ COUNTY OF , Notary Public ) ) ss MY commissivismnEs APRIL 14,2011SHELLEV SCHAFER NOTARY PUBLIC STATE OF COLORADO NOTARY ID N 20104013453 • MY COMMISSI�IFMI ES APRIL 14, 2018 The foregoing instrument was acknowledged before me this L1 day of k • r .f 2015, by �, l I C.!.•. • ..S as I" ' ' of FRR Management, LLC, a Colorado limited liability company as manager of Front Range Resources. LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: tL' Notary Public 16 SHELLEY SCHAFER NOTARY PUBLIC STATE OF COLORADO NOTARY ID r3 20104013453 MY CSiON EXPIRES APRIL 14, 2018 Exhibit A Appurtenant Rights This Exhibit A and the referenced Attachments hereto are attached to and part of that certain Option Agreement ("Agreement") between the CITY OF AURORA, COLORADO, a Colorado municipal corporation of the Counties of Adams, Arapahoe and Douglas acting by and through its Utility Enterprise ("Aurora") and Front Range Resources, LLC, a Colorado limited liability company ("Front Range") identifies the Appurtenant Rights. Attachment 1 to this Exhibit A contains a list of the real property interests and options to purchase real property interests owned by Front Range, as of the Effective Date. Attachment 2 to this Exhibit A lists all the easement interests owned by Front Range, as of the Effective Date. Attachment 3 to this Exhibit A contains a map depicting the location of (1) Real Property Rights; (2) existing sites for the Front Range Wells; (3) Recharge Facilities; and (4) existing pipelines, as of the Effective Date. Capitalized terms used but not defined in this Exhibit A shall have the meaning ascribed in the Agreement. 1. Well Site and Pipeline Easements. a. Front Range shall convey to Aurora an undivided non-exclusive interest in the easements at the Front Range Well sites for construction of wells necessary to develop and operate the portion of the Replacement Plan purchased by Aurora. Front Range retains the right to own an undivided non-exclusive interest in the well -site easements Any well -constructed by. Aurora or Front Range may be constructed at any location within the applicable Front Range Well site easement where there is not another existing well and so long as (1) the well will not damage or interfere with any existing well, pipelines, power lines or other structures associated with the well owned by the other party, and (2) the well, and associated infrastructure, will not prevent access to or construction of an another well, and associated infrastructure, on the easement. b. To the extent Front Range is required to convey to Aurora an easement providing access from a public road to the well site easement, Aurora shall also be conveyed an undivided non-exclusive right to use the easement to access the applicable Front Range Well site easement with vehicles of any type or description, including, but not limited to, well drilling rigs. To the extent a specific access route easement owned by Front Range contains specific limitations, the use of the access route shall be subject to such limitations. In the event that either Aurora or Front Range makes improvements to the access route, including, but not limited to, grading, packing, paving, gates or other improvement, the other party shall have no obligation to compensate the party making the improvements for the cost of the improvements or use of the improvements, unless agreed to in writing by the parties. Neither Aurora nor Front Range shall block the use of the access route from use by the other party, except that either party may install security or locked gates on the access route and if such locked gates are installed, the party installing the gates shall provide the other party with a key or other access to open the gates. c. To the extent Front Range is required to convey to Aurora an easement to install pipelines to transport water from the respective wells to a public road or other locations, pipelines installed in the easement shall be located so as to ensure that both Aurora and Front A-1 Range may install a pipeline from the well site to the public road or other locations. At such time when either Aurora or Front Range determines to install a pipeline, the party seeking to install the pipeline shall provide to the other party the proposed location of the pipeline and the parties shall cooperate to insure that there will be sufficient room within the easement for each party to install, maintain and operate the pipeline. The pipelines shall be buried at a depth of not less than four feet. The pipelines may be installed under any roads or other access route comprising the easement. Upon installation of any pipeline, the party installing the pipeline shall provide to the other party "as -built" construction diagrams of the pipeline location within the easement. d. Both Aurora and Front Range shall have the right to install electric power lines in the easements from the nearest power supply location to the wells. The power lines shall be buried underground at a depth of not less than four feet and shall be located so as to ensure that both Aurora and Front Range may install a pipeline in the easements from the well sites. At such time when either Aurora or Front Range determines to install a power line, the party seeking to install the power line shall provide to the other party the proposed location of the power line and the parties shall cooperate to insure that there will be sufficient room within the easement for each party to install, maintain and operate pipelines and power lines. The power lines may be installed under any roads or other access route comprising the easement. Upon installation of any power line, the party installing the power line shall provide to the other party "as -built" construction diagrams of the power line location within the easement. To the extent either party installs a power line and the power line has sufficient capacity to also provide power to the well owned by the other party, the parties may enter into a written agreement to share the power line, except that each party shall have separate power meters and separate billing for power costs. e. If Aurora desires use existing infrastructure controlled by Front Range relating to the Front Range Wells and pipelines and related easements, Aurora shall provide written notice to Front Range and Front Range will consider such request; provided, however, that if such infrastructure is not available, Front Range will be under no obligation to make an offer or otherwise make the infrastructure available to Aurora. 2. Recharge Facilities. With respect Recharge Facilities, Aurora shall be conveyed an undivided non-exclusive interest in the land comprising the recharge sites and the undivided non- exclusive interest shall be subject to the following terms and conditions: a. Except as otherwise agreed to by the parties, each party shall construct all pipelines and other facilities required to deliver its water to the Recharge Facilities and such costs of construction and operation shall be the sole and exclusive cost of the constructing party. Each party shall install a totalizing flowmeter on the discharge pipe or pipes used by the party for delivery of water to the recharge facility, and shall maintain records of the volumes of water delivered to the recharge on a daily basis. Upon request of the other party, copies of the records of the volumes of water delivered to the recharge facility shall be provided to the other party. To the extent a party uses another parties' pipeline or other infrastructure, such use will only be pursuant to a written agreement between the parties. A-2 b. The deliveries of water to the Recharge Facilities shall be completed in accordance with orders of the Ground Water Commission and any applicable decrees of the District Court under the Final Approval. c. If Aurora desires to use existing infrastructure controlled by Front Range relating to the Recharge Facilities and related easements, Aurora shall provide written notice to Front Range and Front Range will consider such request; provided, however, that if such infrastructure is not available, Front Range will be under no obligation to make an offer or otherwise make the infrastructure available to Aurora. A-3 Attachment 1 to Exhibit A Real property interests and options to purchase real property interests owned by Front Range Agricultural Land owned by Front Range: 1. TIN, Range 63W, SE '/ of section 22 138.210 acres of irrigated agricultural land 138.210 acres bonded to receive an annual allocation of Henrylyn Irrigation Ditch water Other Land — Non -Irrigated Fee Simple Well Parcels 1. TIN, Range 63W, SE 'A of SW 'A of section 10 0.12 acres of non -irrigated agricultural land This land includes the Havengar well (11041-RFP). 2. TIN, Range 63W, NW 'A of SE 'A of section 10 0.06 acres of non -irrigated agricultural land This land includes the Jill Zimbelman well (11417-RFP). Options to Purchase Irrigated Land (with Henrylyn water) Option Agreements to purchase properties in the Lost Creek Designated Basin with Henrylyn water: • Township 1N, Range 63W, SE 'A of Section 3: 140.35 acres Whitfield 3 • Township 1N, Range 63W, E'h of the NW 'A of Section 10: 54.979 acres Larry Lee • Township 1N, Range 63W, W'/z of the NW 'A of Section 10: 67.521 acres Pinto • Township 1N, Range 63W, W 3A of the NE'/ of Section 15: 107.725 acres Blake • Township 1N, Range 63W, SW 'A of Section 15: 139.55 acres Whitfield 15 Attachment I to Exhibit A Attachment 2 to Exhibit A Easement interests owned by Front Range FRR Lost Creek Easement Summary 10/30/15 Current System �� ]9�iF ,� C�� h•3 SE4 Sec 22 T2N Ran a 63W 9/9113 3962224 __SE4 Sec 22 T2N Rang_e 63W 300' 7/2108 3564400 SE4 Sec 22 T2N Ran a 63W 300' 7/2/08 3564395 NE4 Sec 27 T2N Range 63W I 2/28/13 3913310 SW4 Sec 27 T2N Range 63W _ 4/24/13 3926914 NW4 Sec 34 T2N Range 63W 300' 12/19/13 3985142 SW4 Sec 3 T1N Range 63W 4/24113 3926913 NW4 Sec 10 T1N Range 63W ( 300' 10/20/09 3655166 NE4 Sec 9 TIN Range 63W 2x300' 5/29/13 3935679 NW4 Sec 10 TIN Range 63W 300' 5/6/11 3767085 SW4 Sec 10 T1N Ranee 83W 300' 2/28113 3913308 SE4 Sec 10 T1N Ramie 63W 100' 1/4/10 3668383_ NE4 Sec 15 T1N Ran a 63W 5/29/13 3935676 NE4 Sec 15 T1N Range 63W 300' 4/4/11 3760313 NE4 Sec 10 T1N Range 63W & NW4 Sec 10 TIN Range 63 W 2x100' 4/7/15 4069606 CSE4 Sec 3 TIN Range 63W 2x300' 4/7/15 4069607 Other Easements anent` t s tacatio ; _ 4;cn •© l' Rgc r n � Ndm SE4 Sec 9 TIN Ran_a__N3W 5/29/13 3935677 SW4 Sec 15 T1N Range 63W 300' 8/21/13 3958109 NE4 Sec 22 TIN Range 63W 8/21/13 3958110 SE4 Sec 22 T1N Range 63W 300' 5/1/09 3619949 --N2-Sec27 T1N Range 63W 4/24/13 3926912 3985141 SW4 Sec 27 TIN Range 63W 300' 12/19/13 SW4 Sec 9 T1N Range 63W _ 1 { 300' 2/28113 M _ 5/5/08 _ 8/23/12 3913307 NW4 Sec 16 TIN Range 63W 2x300' 2x300` 3551580 SE4 Sec 16 T1N Range 63W 3868069 SW4 Sec 25 T1N Range 64W & SE4 Sec 25 T1N Range 64W 4x300' 1 L 12/6/07 _ 3522174 NE4 Sec 35 T2N Range 63W 2x30_0' r 300' 12/28/09 5/5/08 _ L. 3666988 3551584 NE4 Sec 34 T2N Range 63W SE4 Sec 23 T2N Range 63W 300' 5/14/08 !3553891 SE4 Sec 23 T2N Range 63W 5128/08 3557021 r SE4 Sec 7 T2N Range 62W & SW4 Sec 7 T2N Range 62W 3x300' ,__ 5/1/09 8/23/12 2128/13 3619956 3868070 _ 3913309 NEd Sec 9 TIN Range 63W W2 Sec 35.T2N Range 63W Attachment 2 to Exhibit A Attachment 3 to Exhibit A Map depicting the location of (1) Real Property Rights; (2) existing sites for the Front Range Wells; (3) Recharge Facilities; and (4) existing pipelines FRR Lost Creek Easement Location Key 10130/15 Attachment 3 to Exhibit A Esther Gesick From: Michelle Martin Sent: Thursday, March 02, 2017 12:02 PM To: Esther Gesick Subject: FW: submittal Attachments: image002.jpg; image003.png The date will work for them, see below. Michelle Martin Planning Manager 1555 N 17th Ave Greeley, CO 80631 mmartin@co.weld.co.us PHONE: (970) 400-3571 FAX: (970) 304-6498 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. Original Message From: Jack E. Reutzel [mailto:jreutzel@fwlaw.com] Sent: Thursday, March 02, 2017 11:35 AM To: Michelle Martin <mmartin@co.weld.co.us> Subject: Re: submittal Yes Sent from Jack's (Phone On Mar 2, 2017, at 11:14 AM, Michelle Martin <mmartin@co.weld.co.us<mailto:mmartin@co.weld.co.us»wrote: Hi Jack, After the May 16 the BOCC will need to hear the case will a BOCC hearing of June 21st work for you? Michelle Martin Planning Manager 1555 N 17th Ave Greeley, CO 80631 mmartin@co.weld.co.us<mailto:mmartin@co.weld.co.us> PHONE: (970) 400-3571 FAX: (970) 304-6498 <image002.jpg> 1 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Jack E. Reutzel [mailto:jreutzel@fwlaw.comj Sent: Friday, February 24, 2017 10:21 AM To: Michelle Martin <mmartin@co.weld.co.us<mailto:mmartin@co.weld.co.us>> Cc: Bob Choate<bchoate@co.weld.co.us<mailto:bchoate@co.weld.co.us»;'Paull Nation' <PNation@renewstrategiesllc.com<mailto:PNation@renewstrategiesllc.com>> Subject: submittal Michelle- As we discussed by telephone yesterday, attached please find my cover letter and accompanying Service Plan for forwarding the Clerk of the Board of County Commissioners. As always, thanks for your assistance. Kind Regards, Jack Jack E. Reutzel Director Fairfield and Woods, P.C. 1801 California Street, Suite 2600 Denver, Colorado 80202-2645 Direct Dial: (303) 894-4410 Fax: (303) 830-1033 E -Mail: jreutzel@fwlaw.com<mailto:jreutzel@fwlaw.com> Web: http://www.fwlaw.com<http://www.fwlaw.com/> <image003.png> Member of MERITAS Law Firms Worldwide CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files, or previous e-mail messages attached to it, may contain confidential information, some or all of which may be legally privileged. If you are not the intended recipient or a person responsible for delivering it to the intended recipient, please be advised that any disclosure, copying, distribution, or use of any of the information contained in or attached to this e-mail transmission is prohibited. If you have received this e-mail transmission in error, please immediately notify us by reply e-mail or via telephone or facsimile, and destroy the original e-mail transmission and its attachments. Thank you in advance for your cooperation. Circular 230 Disclosure: To ensure compliance with U.S. Treasury Regulations, we hereby inform you that any U.S. federal tax advice contained in this message (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code or for promoting, marketing or recommending to another party any transaction or matter addressed herein. 2 Esther Gesick From: Sent: To: Subject: FYI Michelle Martin Planning Manager 1555 N 17th Ave Greeley, CO 80631 mmartin@co.weld.co.us PHONE: (970) 400-3571 FAX: (970) 304-6498 Michelle Martin Monday, January 09, 2017 9:48 AM Esther Gesick FW: Metro District application Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Jack E. Reutzel [mailto:jreutzel@fwlaw.com] Sent: Monday, January 09, 2017 9:44 AM To: Michelle Martin <mmartin@co.weld.co.us> Cc: Bob Choate <bchoate@co.weld.co.us> Subject: RE: Metro District application Happy New Year! I hope you had a great holiday. Yes, I am still interested in pursuing the application. I have been remiss in moving it along. Stand by and I will get you something soon. Jack From: Michelle Martin [mailto:mmartin(a>co.weld.co.us] Sent: Monday, January 09, 2017 9:39 AM To: Jack E. Reutzel Cc: Bob Choate Subject: Metro District application Hi Jack, I hope you are having a great New Year. Are you still wanting to proceed with your metro district application? 1 If you have any questions for myself or Bob we can set up a conference call or a meeting. Michelle Martin Planning Manager 1555 N 17th Ave Greeley, CO 80631 mmartin@co.weld.co.us PHONE: (970) 400-3571 FAX: (970) 304-6498 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 P1\ FAIRFIELD =WOODS, Jack E. Reutzel (303) 894-4410 Jreutzel@fwlaw.com February 4, 2016 Ms. Esther Gesick Clerk to the Board of County Commissioners 1150 O Street- Administration Building P.O. Box 758 Greeley, CO 80632 Re: Application for Prospect Valley Resources Water Metropolitan District Dear Ms. Gesick: Enclosed please find three (3) copies of the service plan for Prospect Valley Resources Water Metropolitan District and a filing fee of $500.00. In connection with the review of the enclosed service plan I hereby waive the 30 day review period established by resolution. By copy of this letter I am also advising Michelle Martin of the Department of Planning Services of this delivery. utzel nd Woods, P.C. JER: Encl. Service Plan (3) cc: Michelle Martin RECEIVED FEB 17 2016 WELD COUNTY COMMISSIONERS 1801 California Street • Suite 2600 • Denver, Colorado 80202 t (303) 830-2400 • f (303) 830-1033 • www.fwlaw.com PO Box 758 Greeley CO 80632 RECEIPT RECEIVED FROM ADDRESS C 11,.R V Ann tah11 100 DATE cp2 I) g lao) c4 NO. 88572 Wv FO s 5=00 HOW PAID CASH CHECK $ 5c `� l„J CO MONEY ORDER SERVICE PLAN FOR PROSPECT VALLEY RESOURCES WATER METROPOLITAN DISTRICT WELD COUNTY, COLORADO Prepared by: FAIRFIELD AND WOODS 1801 CALIFORNIA, SUITE 2400 DENVER, CO 80202 FEBRUARY 4, 2016 Hello