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HomeMy WebLinkAbout20141263.tiff PETITION TO STATE BOARD OF ASSESSMENT APPEALS For Office Use Only 1313 Sherman Street, Room 315 Phone: (303)864-7710 Denver, Colorado 80203 Fax: (303) 864-7719 Docket No. RECEIVED Fee: Y N MAY 2 2 2014 ChedkCredit Card# WELD COUNTY Date: May 21, 2014 p , PropEctPMMASOMgMtt Corporation Subject Property: Rural Weld County Street Address City Schedule Number(s): E3261805+ (see attached sheet) Attach separate sheet if necessary Appeals the decision of the Weld ['Board of Equalization 0 Board of Commissioners Dated: 4/23/2014 County ❑State Property Tax Administrator This Appeal concerns: (❑Valuation m Refund/Abatement ❑Exemption ❑State Assessed Tax Year: 2011/2012 The subject property is currently classified as: O Agricultural O Commercial ❑Exempt O Industrial ❑Mixed Use ❑Natural Resources la Oil &Gas El Personal ®Possessory ❑Producing ❑Residential ❑State Assessed ❑Vacant Land Interest Mines Actual Value assigned to subject property: Petitioner's estimate of value: Estimated time for Petitioner to present the appeal: 60 minutes or 1 hours. Not less than 30 minutes. Board will allow equal time to County or Property Tax Administrator. Appearance: O Petitioner will be present at the hearing OPetitioner will appear by telephone 0 Petitioner will be represented by an agent Petitioner is responsible for calling the Board at 303-866-5880 2I Petitioner will be represented by an attorney on the scheduled date and time of hearing(Mountain Time Zone) D Petitioner would like to appear by video conference Petitioner must contact the Board at 303-868-5680 at least 20 days in advance of the scheduled hearing to confirm availability of video conference equipment if the property owner is an entity,it must appear under the representation of an attorney licensed in Colorado except as follows. A closely held entity may be represented by an officer of the entity as long as the amount in controversy does not exceed$10,000,exclusive of costs,interest or statutory penalties. A closely held entity can have no more than three owners. See Section 13-1-127,C.R.S. A closely held entity that will be represented by an officer of the entity must provide a letter to the Board with this petition stating that It has no more than three owners and that the tax amount at issue does not exceed$15,000 as of August 7,2013.A trust filing a petition as of August 8,2012 may be represented by a trustee,an attorney or an agent. Filing Fee: q None Petitioner is appearing pro se(self-represented)and has not filed more than two Petitions with the Board of Assessment Appeals during this fiscal year(July 1 —June 30). O $ 33.75 Petitioner is appearing pro se (self-represented) and has filed more than two Petitions with the Board of Assessment Appeals during this fiscal year(July 1 —June 30). g $101.25 Petitioner will be represented by an agent or by an attorney. In the space below, please explain why you disagree with the value assigned to the subject property Although Petitioner's leasehold mineral interests and production in rural Weld County are not within its boundaries, Sand Hills Metropolitan District has erroneously and illegally levied ad valorem taxes on Petitioner's property as described in the Amended Complaint submitted herewith. Co Ce •CALW i ctiw,CA\ 070/`-l-/07i351981H 5/22 . 1 Required attachments to this form: 0 Assessor's or Property Tax Administrator's Notice of Valuation or Notice of Denial ❑ Decision of County Board of Equalization, County Board of Commissioners or Property Tax Administrator Attachments required under certain circumstances: ❑ A notarized Letter of Authorization if an agent will be representing Petitioner ❑ A list of names, last known addresses and telephone numbers of co-owners or parties directly interested in the subject property if applicable. Certificate of Service I hereby certify that a true and correct copy of the foregoing Petition to the State Board of Assessment Appeals and attachments were mailed, faxed or hand delivered to: 0 Board of Equalization Weld8oard of Commissioners County ❑State Property Tax Administrator at the following address:^ 1550 O Street, Greeley, Colorado 80632 fo on 1' r 4 ca % o 14 . c7 ate i 0� I hereby certify that a true and correct copy of the foregoing Petition to the State Board of Assessment Appeals and attachments were mailed, faxed or hand delivered to all co-owners or parties directly interested in the subject property on Date I hereby certify that four (4) true and correct copies of the foregoing Petition to the State Board of Assessment Appeals and attachments were mailed or 315, Denver, CO 80203 on 1 ' ► a t r aQ 14 Date (One copy may be faxed to the Board but the ginal and two additional copies must be mailed or hand delivered.) Petitioner's Mailin Address is Required Even if Petitioner is Represented by An Agent or Attorney (per C.R.S. 39-8-10 ___T �� lice. _ Signatur of Agent_or Attorney ® Signature of Petitioner R. Kirk Mueller Ken Wonstolen Printed Name Printed Name 1550 17th Street, Suite 500 1099 18th Street, Suite 2300 Mailing Address Mailing Address Denver, CO 80206 Denver, CO 80206 City, State, Zip Code City, State, Zip Code Telephone: 303.892.7456 Telephone: 303.312.8170 Daytime number E-Mail: kirk.mueller@dgslaw.com E-Mail: konstolen@billbarrettcorp.com Attorney Reg. No.: 16746 It is the Petitioner's responsibility to notify the BAA of any change of address. Petitioners are strongly encouraged to read the Instructions and Rules of the Board of Assessment Appeals prior to completing this Petition Form. The Instructions and Rules are available on the Web at www.dola.Colorado.gov/baa or may be requested by phone at 303-866-5880. , ® Bill Barrett Corporation AGENT AUTHORIZATION LETTER I, Kenneth A. Wonstolen, Senior Vice President—General Counsel and Secretary for Bill Barrett Corporation (the "Corporation") hereby inform the State Board of Assessment Appeals that I give permission to R. Kirk Mueller of Davis Graham & Stubbs LLP as agent and attorney to represent on the Corporation's behalf the appeals proceedings with regard to the petition for abatement. Dated: aO.M 2 1 2 O1 I �1 1 BILL BARRETT CORPORATION By: If t)r'1- S _ Kenneth A. Wonstolen Senior Vice President—General Counsel; and Secretary STATE OF COLORADO COUNTY OF fn72.//M/ il The foregoing was acknowledged before me this f�/' day of May, 2014 by Kenneth A. Wonstolen, Senior Vice President—General Counsel; and Secretary of Bill Barrett Corporation. �, ,%.- c',,7,2L Notary pittgl c J MARY F HOPE Notary Public [Notary Seal] State of Colorado Notary ID 199146358 M Commission Ea Tres Jan 19. 2018 RESOLUTION RE: ACTION OF THE BOARD CONCERNING PETITION FOR ABATEMENT OR REFUND OF TAXES -BILL BARRETT CORPORATION 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 Board of County Commissioners of Weld County, State of Colorado, at a duly and lawfully called regular meeting held on the 23rd day of April, 2014, at which meeting there were present the following members: Chair Douglas Rademacher, and Commissioners Sean P. Conway, Mike Freeman, William F. Garcia, and Barbara Kirkmeyer, and WHEREAS, notice of such meeting and an opportunity to be present has been given to the taxpayer and the Assessor of said County, with said Assessor, Christopher Woodruff, being present, and taxpayer, Bill Barrett Corporation, represented by Kirk Mueller, with Davis Graham and Stubbs, LLP, present, and WHEREAS, the Board of County Commissioners has carefully considered the attached petition, and is fully advised in relation thereto. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Board concurs with the recommendation of the Assessor and the petition be and hereby is, denied, and an abatement or refund be allowed as follows: CORRECTION TO ASSESSED ABATEMENT TAX VALUATION OR REFUND YEAR $0.00 $0.00 2011 $0.00 $0.00 2012 c,eA 4 c tct- (SIA) 6f 2014-1263 AS0087 TAX ABATEMENT PETITION— BILL BARRETT CORPORATION PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 23rd day of April, A.D., 2014. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: (�( $ i 1�fir 1 j�1�� e9 liter ��jj G ' D ugla% Radema her;Chair Weld County Clerk to the Board ♦ fL ; .tea ���L j 1 I 4 i -���; � .raKirkmeyer/Pro-Tem/ De• i; Clerk to the Boar. P. Conwayfed APP ORM: 'L.e.------ Mike Free my Attorney f iam . Garcia Date of signature: ]/S/i4 2014-1263 AS0087 • • • PETITION FOR ABATEMENT OR REFUND OF TAXES ,J /� County:WELD Date Received c t rhos/ (Use Assessors or Commissioners Date:Stamp) • Section I: Petitioner,please complete Section I only. tm ^I Ty f xJ Daler November 15 2013 �, � -It *--2 -_ y ' ---Month Day YearAl il t rf C.1 1 Petitoners Name: Bill Barrett Corporation Petitioners Mailing Address:-1099 18th Street,Suite 2300 NOV 2 n 2013 Denver Colorado 80202 CitycrTown Slate Zip Code WELD COUNTY ASSESSOR r SCHEDULE OR PARCEL NUMBER(S). PROPERTY ADDRESS OR LEGAL-DESCRIPTOR OF pReamessY, coi.OlrRALD - See Exhibit A See Exhibit A r 101.E Petitioner requests en abatement or refund of the'appropriate taxes and states that the taxes assessed against the above property for property tax year(s) 2011 and 2012 aro incorrect for the following reasons: (Briefly in describe why the taxes have been levied erroneously or illegally,whether due to erroneous valuation,irregularity in it] }m levying,clerical error or overvaluation. Attach additional sheets if necessary.) 4 F—LLI For the reasons set forth in the Complaint recently filed in the Colorado District Court,District of Weld County, > , =o Case No.2013CV030928,a copy of which is attached hereto as Exhibit B,the saxes certified by the Sand Hills I,' �U) Metropolitan District and collected by Weld County upon Bill Barrett Corporation's property identified in Exhibit A W o U) hereto commencing in 2010 and through the present have been levied erroneously or illegally'as described in (1 OC Cl. C.R.S.§39-10-114 et seq. taieirdCLuZ 125,019 2011 and 891,519 (2012 ) Petitioner's estimate of value: $ ( ) 38 Value Year Value Year I declare,under penalty of perjury in the second degree,that this.petitlon,together with any accompanying exhibits or statements,has been prepared or examined by me,and to the best of my knowledge,information and belief,is l true,correc and complete, y Daytime Phone Numberf 303) 312--c !7V Petitioner' Signature By Daytime Phone Number( ) Agent's Signature' "Letter of agency must bre attached when petition is submitted by an agent. If the Board of County Commbsibners,pursue silo g 39-10-114(1),C 9.3.,cr the Property Tut Administrator,pursuant to§39-2-115,C.R.S., denies the petition for refund or abatement aliases In whole win part.the Petitioner may appeal to the Board of Assessnrent Appeals pursuant to the provisions of g 39-2-125,C.R.S.,.within!Hwy Says of entry of any such decision.4 39-10-114.5(1),O.R.S. Section II: Assessor's Recommendation - (For Assessors Use Only) !� Tax Year "26_ Tar Year VII Actual Pssess.d ray Actual Anessert poi • oriouPliFs15(e1 fin lDT)0-1O 1 3s1053.57111JttTo14'k 1 ill bto."31ct1b 1 I-PigS'i. 9(o corrected i 170,44I `d I1let,3`1'fz' 1 12%tc&IF1,f 70, 41, 5 L123 .ii 911 q94• q1P Abate/Rotund ❑Assessor recommends approval as outlined above. If:he request tor abatement Is based upon the grounds of overvaluation,no abatement or refund at taxes shalt be made it an ob(ecticn or protest to such valuation has been tied and a Notice cl Determination has been mated to the taxpayer,5 39- C-114(1)(a)Ig(D),CA.S. Tax year: Protest? O No Oyes (If a protest was filed,please attach a copy of the NOD.) Tax year Protest?. O N ❑Yes at a protest was filed,please attach a copy of the NOD.) 2014-1263 Assessor recommends denial for the following reason(s): 'TN aqua i Mluz MS b&n. (O Cu lu lord('crroe+L ricl - C,AJb , I •-1 P -ICI;c.14SsUL c(- latei1ur or�r� ,•'-4-' 9,16 Hi .ems is k\ CI L77-er tv leut,t,asc i/15 �`2,9 P ^ikiO t O C. C yi-6fr !t + - - tL. 1 rt�i * , Asspccor Assessor's o uty Assessor's Si to l A15-0P�LAR i2.920-to/IIIII ft1�+' FOR ASSESSORS AND COUNTY COMMISSIONERS USE ONLY (Section III of Section IV must de completed) Every peilien for abatement or refund fled pursuant to 439-10114 0 R.shall be acted upon pursuant to the provisions of this section by tee Hoard of County Cornmissloners or the ASSEISSOri as appropriate,wdhln six mohtns of the ate Cr sling such pedlionJ➢30 1115(1.:[).C.R.S. section Ilk Written Mutual Agreement of Assessor and Petitioner (Only for abatements up to Sto,D00) The Commissioners of County authorize the Assessor by Resolution No. to review petitions for abatement or refund and to settle by written mutual agreement any such petition for 11 abatement or refund in an amount of 510,001 of less per tract,parcel,or lot of land or per schedule of personal property,in accordance with§39-1-113(1.5),C.R.S. The,Assessor and Petitioner mutually agree to the values and tax abatement/refund oft Taxvear Tax Year A uaf licae___ Tax Ridded Assessed Tex Original Corrected -... Abate/Aetund - Note.The total tax amounf does not Maude accrued Interest penalties:and fees associated with hie and/or dsllmryent fax papnelss,rf applicable. Please contact the'CountyTreasurer for full payment lnfornietlen, Petitioners Slgnatum Cate Assessor's or Deputy Assessors signature - Date Section IV:. DecISIOn Of the County Commissioners ,(Moat 4e completed if Sectlon Ill does not apply) WHEREAS,the County Commissioners of. County,State of Colorado at a duly end lawfully called regular meeting held on / / at which meeting therevrere present the following members: Month Day Year 11 with notice of such meeting and an opportunity to be present having been given to the Petitioner and the Assessor of said County and Assessor (being present—not present)and Name Petitioner (being present--not present),and WHEREAS,the said Name .. County Commissioners have carefully considered the within petition;and are'fullyadvised In relation thereto, NOW BE IT RESOLVED,that The Board(agrees-does not agree)with the reootnmendatlon of the Assessor and the petition be(approved—approved In part-denied)with an abatement/refund as'fellows: year Assessed Value- Taxes Atotedasbund. Year AssessedValue Tares Abet/Reefed Chairperson of the Board orcounty Commissloners'Signature I, County Clerk and Ex-oflicio Clerk of the Board of County Commissioners in and for the aforementioned county,do hereby certify that the above and foregoing order is truly copied from the record of the proceedings of the Beard'of Cdunty'Commissioners. IN WITNESS WHEREOF,I have hereunto set my hand and affixed the seal of said Cuunty this _ day of.. Month Year County Clerk'k or Deputy County Clerk's.Signature Mole: Abatements greater than 510,000 per schedule,per yeah.must be submitted in duplicate to die?roporry TaKMminatratot lot'review.: Section v: Action of the Property Tax Administrator (For all abeteiilents greater than$10,000) f The action of the Board of County Commissioners,relative to this abatement petition,is hereby C Approved ❑Approved in part$ O Denied for the following reason(s): i li Secretary Signature Property Tax Administrators Signature Date , n---•• 15-OPT-AH No.920-00711 . . � a Davis Graham & Stubbs LI. P November 19, 2013 Via Federal Express T� Tr.", a Christopher M. Woodruff ?'j lig Weld County Assessor 1400 N. 17th Avenue t 0 0_ nry Greely, Colorado 80631rrisfre John R.Lefebvre, Jr. WELQ./x reY Gf?I"vi Weld County Treasurer I,t� 1400 N. 17th Avenue Greely, Colorado 80631 Re: Bill Barrett Corporation's Petition for Abatement and Refund of Taxes Certified by Sand Hills Metropolitan District and Collected by Weld County Gentlemen: On behalf of Bill Barrett Corporation("BBC"), I enclose herewith a"Petition for Abatement or Refund of Taxes"requesting the refund of all ad valorem taxes levied by and paid to the Sand Hills Metropolitan District commencing in 2010 and through the present. For the reasons set forth in the Complaint recently filed in the Colorado District Court,District of Weld County, Case No. 2013 CV 030928, a copy of which is submitted with the petition, the taxes certified by the Sand Hills Metropolitan District and collected by Weld County upon BBC's property identified in the petition"have been levied erroneously or illegally" as described in C.R.S. § 39-10-114 et seq. and BBC respectfully seeks the abatement and refund of the same. Should you have any questions or concerns with regard to the foregoing, or should you need any additional information, please do not hesitate to contact me. Sincerely, R. Kirk Mueller Davis Graham& Stubbs LLP Attorneys for Bill Barrett Corporation CC: Bruce Barker, Weld County Attorney R.Kirk Mueller • 303 892 7456 • kirk.mueller@dgslaw.com 1550 Seventeenth Street . Sure 500 • Denver.Colnrarlo 80202 • 3C3 892 9400 • ;ax 303 893'379 wwwcdgslaw.cam 2958437.1 EXHIBIT A • I- 4 I- 0 0 0 0 0 O 0 0 0 O 0 O 0 ^ 0 0 0 0 0 0 0 0 0 0 0 0 Co U U U U U U V U O V V V V V V V V V U U V U V V U U 7 N Cl N a a n.to -racer, •O COto tto l7 clonal 0D to w no m CI CT tO N N O a a -+ a l a a a- a a P a a- 4Cc Y ..rV V V P P P or Q a a a a 4 < aQ a a s 2 as a ' a a a J a F a aa C) H 1- re-- 1- r- F. h }- I- I• r- F- F- 1- F. 1- F- F- F 1- F- F- F- H F 0 C C cc C C C C C cc C C C C cc C C C C C C C 0 C 0 - 0 0 0 0 0 0 0 0 0 3 J 't - 0 J a-' 0 0 0 0 0 0 0 0 0 0 0 0 oo 0 0 0 0 Jo 0 0 0 0 J0 0 0 0 V U V U U UV V V Cl V V V V U Li U V V V 00 V V V V 0 W. W. V V V V V V V ' -a V V V V V -a V V V V V V V -o v v v 0 v v v C v N v v 0 v N 3333 _3333333333333333333333 h 0 C C C C C C 0 J 0 0 0 0 0 J 0 0 J J 0 J 0 0 3 J 0 0 ' 0 m 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 00 0 00 0 0 0 0 Ill V U U U U V U Li V U U U U U v U U U U U U U U U U Li NV -0 V V V V V V V V V V V V a V V V V a a V V V V -o Q u v 0 A A 0) a a v N OJ v v a A v W m u v v ow u v 3 3333333333333333333333333 m ml- m o 0 I- o I- CU m N = to N L„, O P a 41 U U 7• V _ C N i m o O m N0 O r C c K N N N m m m V O N nl O H O m a m m w N P a O M m m m m N r.1 '� `i q N N N. C) O a m m N N m m Comm 7N A A A A A A OK . no O- - N w to to t0 t0 V J ti C‘ H N N a O P P O P P a a RS CO A A N A N a. 0 L L L L L L U L -C L L L L L L L L L _ C C C C C C C C C C C C 0 C C C C C C rci MID C A a a 0 0 N A a ra A A A A 6 CC CC 2 C C 0 S C 6 CC CC C CC K 0: 0 K CC u- 0 0 0 cocoa a O O O O O O O O O O Z 2 2 I E I I n n n n n n n n n n N. n n n n n n N. N. 7 7 7 7 7 72 O 9 a O w w w w w w w mw w w w w w w w w w w w w w w w w w a ' a` U1 w 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 a. U V V U u U U U O U V U U O D U L) U U V U U U L) U U > 1- 0 00 0 0 00 0 0 00 00 0 0 0 00 0 0 0 00 00 0 00 17 0 0 0 0 0 VI in N O a M a O 0 W a N n CO co N m P Vl N. N N. ut in N N N u) N in 01 rn N to N a 0 t'1 P en M la M 0 0 0 0 0 0 0 0 0 0 P 0 of 0 0 Ba t0 tY in on N 01 a 0) Ol N P M VO O t-t N M a En En a01 0) 0 0 cr. com 0) mU N N al O V a a a Ol -1 N N N N P O V CO W a O O M M I.-- N. of O) N N N N N. N N C N N tO to w in N an ul N 4 0 0 m 00 10 0 n v) win CO 0 00 N re IN N 0 0 m 0 P o O T m m n1 m 01 m 0) 0) 01 m m en en en en m CO m m F- F- 0 0 0 F- 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1- O 1- 0 0 I- c — — — — J u) ^ n m N m V r0 n n N m ul m N M ` N N C-I H \ r\v rJ U 0 m o 01 .. m o1 m m m m on v c o o+ o om o N 0 01 m m c c Ol OI CO N V P V M on 0 Ol t1 N N N N N V V V C co P V I!)▪ CO N Ir. N N N N N. LO tD ni to to to ul N N N in Ln m ra M CO n0) 00)i In in en iii in 0 0) 0) al Ol O) m M m M m m ne m N N 0 0 CO CO or 00 ul uJ w w w w w w w w w w w Cu w w W w W w w w w w w w in 00 0 M V a 0 H on 0 0 0 0 0 0 < f-1 O) !l N CO CO N OD N 0 N. N. N. N n 0) i 0 00 N 7 yZ, , Cr. Z Cl 0 Z O a Cl ^ N tn in m m m N a IP 0) O -, Co, it • N• N• OD • M•0 in en al in ai rn m w O N CO m P - N N N 0 N C) re N N ra ro o re ro ro na 0 N N Cl re 0) N N ON a H H H V rt H N •-I CI H •-1 N tY N N Cl 0 N 01 N O1 fl H O ,K w CO CO J) N J1 m J1 J) ✓1 Jl JI JI vi N ro N td • m :• 0 F- 1- o en o F 0 0 0 0 0 m o o ry CO rn rn N1 m F- m I- o m F- •N4 'N4 H Ii H .NY Nf csi ti LA N t.11J) ✓1 ‘11V) J) J) N 0 0 0 0 0 0 0 0 0 0 • Ol N to N N m a n-, a •o • ti) n m 0 H N in O- CO CC CO N. N. N. N CO CO m 0 m 0 0 W 0 CO CO 0 m Z w- H• V LO LO W J U CC C ` L0- C C C C 0 C C 0 0 0 c c 0 C C C C O 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 J 0 A C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Ill _ n a a a a a a a a a a a a a a a a 0. a a u `• 0 0 0 `0 0 `0 `0 `0 `0 0 0` 0 `0 `0 `0 0 `0 `0 0 `0 `0 `0 `0 `0 s.- 0` Q U V U U U U U V V V U V V V V U U U U U V V U V U U • v v_ v w v v C) u m v v 03 `3 v m v r` 7 W R) C a) a .r. m m C La w ui 0) m C 0) CO m 0 a)) 2 m o a 0] a, c. J 0 m 00 0 m m m m 0 C 0 --T. 0 -Care C 0 C 0 0 0 C 00 C C C EXHIBIT B DISTRICT COURT, WELD COUNTY, COLORADO Weld County Courthouse 901 9th Ave. Greeley, Colorado 80631 Plaintiffs: Bill Barrett Corporation and Bonanza Creek Energy, Inc. v. Defendant: Sand Hills Metropolitan District, f/k/a Altamira Metropolitan District No. 6 A COURT USE ONLY A Richard Kirk Mueller, #16746 Ann T. Lebeck, #42424 DAVIS GRAHAM & STUBBS LLP 1550 Seventeenth St. Suite 500 Denver, CO 80202 Telephone: 303-892-9400 Case No. Facsimile: 303-893-1379 E-mail: kirk.mueller@dgslaw.com Ctrm. ann.lebeck@dgslaw.com Attorneys for Plaintiffs Bill Barrett Corporation and Bonanza Creek Energy, Inc. COMPLAINT • Plaintiffs Bill Barrett Corporation ("BBC") and Bonanza Creek Energy, Inc. (`Bonanza Creek") state and allege the following for their Complaint against Defendant Sand Hills Metropolitan District, formerly known as the Altamira Metropolitan District No. 6("Sand Hills" or the "District"): INTRODUCTION Defendant Sand Hills was organized in the Town of Lochbuie, Colorado in 2004 for the purpose of developing 1,496 single family home units and 70,000 square feet of commercial space within the Town's boundaries. Nearly a decade later, after transplanting itself to an isolated location some thirty miles away and collecting millions from taxpayers within its new boundaries, Sand Hills has not provided any of the services for which it was organized and, indeed, recently indicated it never will. Because Sand Hills refuses to dissolve and continues to levy taxes, Plaintiffs bring this action for injunctive and declaratory relief. PARTIES„JURISDICTION, AND VENUE 1. BBC is a Delaware corporation with its principal place of business at 1099 18th Street,Suite 2300, Denver, Colorado 80202. 2. Bonanza Creek is a Delaware corporation with its principal place of business at 410 17'" Street, Suite 1400, Denver, Colorado 80202. 3. Sand Hills Metropolitan District, formerly known as the Altamira Metropolitan District No. 6, is a special district organized under Title 32 of the Colorado Revised Statutes with its principal office at CRS of Colorado,LLC, 7995 Prentice Avenue, Suite 103E, Greenwood Village, Colorado 80111. Sand Hills' designated contact person is Sue Blair, CRS of Colorado, LLC, 7995 Prentice Avenue, Suite 103E, Greenwood Village, Colorado 80111. 4. This Court has jurisdiction over this action pursuant to Art. VI, Section 9 of the Colorado Constitution, which provides that the district courts "shall be trial courts of record with general jurisdiction, and shall have original jurisdiction" in all civil cases. 5. Venue is proper in this judicial district pursuant to C.R.S. § 32-1-207(3) because this Court approved the organization of Defendant Sand Hills in 2004. 6. Upon information and belief, there are entities or individuals who may be subject to joinder under C.R.C.P. 19(a)(2). Accordingly, Plaintiffs anticipate filing a motion for joinder in the near term. GENERAL ALLEGATIONS 7. Plaintiffs BBC and Bonanza Creek incorporate the preceding allegations of their Complaint as though set forth fully herein. 8. Plaintiff BBC is an oil and natural gas exploration and development company with assets located in the Rocky Mountain region. 9. Plaintiff Bonanza Creek is an exploration and production company focused on the extraction of oil and associated liquids-rich natural gas in the United States. 10. BBC and Bonanza Creek both operate in Weld County and within the current boundaries of Defendant Sand Hills. I I. BBC and Bonanza Creek are both subject to and have paid taxes levied by Defendant Sand Hills, as further detailed herein. - 2- Organization of the Altamira Metropolitan District No. 6 12. Defendant Sand Hills was organized in late 2004 under the name "Altamira Metropolitan District No. 6." The District was formed in conjunction with five other metropolitan districts: the Altamira Metropolitan District No. 1, Altamira Metropolitan District No. 2, Altamira Metropolitan District No. 3, Altamira Metropolitan District No. 4, and Altamira Metropolitan District No. 5. • 13. The District's boundaries at the time of its organization in 2004 were located entirely within the Town of Lochbuic, Weld County, Colorado. 14. On October 6, 2004, Lochbuic approved the service plan for the District. A copy of the service plan for the Altamira Metropolitan District No. 6 is attached as "Exhibit A" (the '2004 Service Plan"). Based on the approved 2004 Service Plan, on November 12, 2004, the Weld County District Court issued an Order and Decree organizing the Altamira Metropolitan District No. 6. 15. The District's actions are, and from its inception have been, governed by the 2004 Service Plan. The 2004 Service Plan 16. The 2004 Service Plan states that the District's purpose is to provide infrastructure to support the development and construction of a residential neighborhood called the "Altamira Development" in the Town of Lochbuic, near the intersection of Weld County Road 4 and Weld County Road 37. In particular, the District was formed to "finance, construct and install local and regional public improvements, including streets and traffic signals, and water, sewer, storm drainage and park,open space and recreation facilities" for the Altamira Development on land encompassed within the District and Altamira Metropolitan Districts Nos. 1 through 5. See Exhibit A at 1, 3-4. 17. The 2004 Service Plan further states that the District "will work closely and cooperate with the Town to serve and promote the health, safety, prosperity, securityand general welfare of the Altamira Development's inhabitants." Exhibit A at 4. 18. With respect to the need for the District, the 2004 Service Plan states: While the area to be served by the District is located entirely within the boundaries of the'town,the Town does not consider it feasible or practical to • provide the District with the services and/or facilities described in this Service • Plan. Therefore, it is necessary that the District he organized to provide its • inhabitants with the facilities and services described in this Service Plan. • Exhibit A at 4. _ 3 - 19. The 2004 Service Plan states that the "estimated daytime population of the six Districts at full build-out is approximately four thousand three hundred and fifty three (4,353) people," and that the property is "being rezoned to Planned Unit Development.- Exhibit A at 5. 20. Exhibits to the 2004 Service Plan identify and describe various future improvements: • The"Preliminary Engineering Cost Estimates" lists "Regional Improvements" as including asphalt pavement, landscaping, "traffic signalization,"gutters and sidewalks, manholes, and fire hydrants. See Exhibit A at Exhibit F at 1. • The"Preliminary Engineering Cost Estimates" include as "Local Improvements" items like water mains, sanitary sewers, manholes, fire hydrants, sidewalks, "Turn-a-bouts (including Curbing and Landscaping)," asphalt pavement, storm sewers, drainage facilities, and "Neighborhood Park Landscaping." See Exhibit A at Exhibit F at 2-3. • The "Map of Preliminary Location of the Public Improvements"consists of drawings of a housing subdivision. See Exhibit A at Exhibit G. • The"Financing Plan" includes a"Development Projection" for Altamira Metropolitan Districts Nos. 1 through 6 indicating that construction of single family lots would commence in 2005 and that, by 2010, 1,496 single family units would be completed. See Exhibit A at Exhibit H. • The "Development Projection" likewise indicates that, starting in 2008, commercial lots will be developed and, by 2013, 70,000 square feet of commercial space will be completed. See Exhibit A at Exhibit H. 21. Upon information and belief, as of this date, Sand Hills has not constructed, or even begun the construction of, any of the features set forth in Paragraph 20, above. 22. Moreover, Sand Hills has indicated that the District has no intention of constructing the facilities and features set forth in Paragraph 20, above. Inclusion of 70 Ranch, LLC Property and Activation of the District as a Funding Mechanism for United Water & Sanitation District 23. From 2005 through the end of 2009, Altamira Metropolitan District No. 6 had zero revenue and zero expenditures. 24. On November 25, 2008, the District's Board of Directors, including Robert ("Bob") Lemhke, approved certification of a mill levy of 51.118 mills for its "general operating expenses." At the time of the District's mill levy certification, the District's Board of Directors - 4 - certified that the District's gross assessed valuation was $60, so that its revenue for the 2009 year would be $0. 25. A few months later, on March 30,2009, Bob Lembke signed—on behalf of an entity named 70 Ranch, LLC —a Petition for Inclusion of Property into the Altamira Metropolitan District No. 6. Within a few days, the District's Board of Directors (including Bob Lembke) approved inclusion of the 70 Ranch, LLC property. The inclusion of the 70 Ranch, LLC property was finalized on April 28, 2009, by Order of the Weld County District Court. 26. The 70 Ranch, LLC property encompasses approximately 12,000 acres located entirely outside of, and approximately 30 miles removed from, the Town of Lochbuie. The 70 Ranch, LLC property reportedly has less than ten human inhabitants and is the site of significant mineral exploration and production activities by companies such as BBC and Bonanza Creek. 70 Ranch,LLC property is or at relevant times has been owned, directly or indirectly, by Bob Lembke. 27. On November 24, 2009, the District's Board of Directors approved the District's budget and mill levy certification for the following year. This time, with the inclusion of the 70 Ranch, LLC property, the Board of Directors certified that the District's gross assessed valuation was $17,785,350 and approved a mill levy certification of 55.000 mills (for its "general operating expenses"). 28. The 2010 budget adopted by the District on November 24, 2009 earmarked $912,275 for an"IGA [Intergovernmental Agreement] Payment"even though the District at that time had not entered into any intergovernmental agreements. 29. In April 2010, the District moved for, and the Weld County District Court issued, an Order Confirming Change of Name from Altamira Metropolitan District No. 6 to Sand Hills Metropolitan District. Upon information and belief, the name "Sand Hills" is inspired by the remote and desert-like landscape of the 70 Ranch, LLC property. 30. Also in April 2010, Sand Hills entered into a"funding agreement" with the United Water&Sanitation District (the"United Water Funding Agreement"). A copy of the United Water Funding Agreement is attached as Exhibit B. In the United Water Funding Agreement, Sand Hills pledged to"remit to United on a monthly basis as received, Net Revenues of Sand Hills.' See Exhibit B at 2, § 3.1. 31. Bob Lembke is also a member of the Board of Directors for the United Water& Sanitation District. At least three other individuals who are members of the Sand Hills Board of Directors are also members of the Board of Directors of United Water&Sanitation District. 32. Upon information and belief, United Water& Sanitation District consists of a small, vacant tract of land in Elbert County owned by Bob Lembke, or one of his family members or entities, and has no residents. - 5 - Exclusion of the District's Original Boundaries 33. On April 27, 2011, Sand Hills moved for an order excluding from its boundaries that land originally comprising the Altamira Metropolitan District No. 6. The next day, the Weld County District Court granted Sand Hills' motion. 34. As a result of the March 30, 2009 inclusion of the 70 Ranch, LLC property into Sand Hills, and the April 27, 2011 exclusion of the Town of Lochbuie property from Sand Hills, the District currently encompasses only the 70 Ranch, LLC property that is entirely outside of and approximately thirty miles removed from the Town of Lochbuie. 35. Despite the fact that no property in the Town of Lochbuie is contained within Sand Hills' current boundaries and, as described below, the only tax revenues collected by the District have been paid by inhabitants of the District's current boundaries and not by inhabitants of the Town, Lochbuie's Board of Trustees retains jurisdiction over the District's activities. The District Collects Millions in Taxes 36. Since December 2008, Sand Hills has each year certified a mill levy for its "general operating expenses." Through this mill levy certification, Sand Hills has collected millions in property taxes from Plaintiffs BBC and Bonanza Creek(and its affiliates and subsidiaries) among others. 37. To date, and despite inquiries made to Sand Hills, it remains unclear how the funds generated by Sand Hills' tax levies have been used although it is apparent that none of the funds are being used to finance the activities set out in the 2004 Service Plan. Upon information and belief, much of the tax revenue has been channeled to other special districts with which Bob Lembke is involved. The District Abandons the 2004 Service Plan and Proposes to Pursue Different Activities Pursuant to an Amended Service Plan 38. Pursuant to C.R.S. § 32-1-207(1), the activities undertaken by a special district such as Sand Hills must conform as far as practicable to its service plan. Sand Hills has taken virtually no steps to implement the operative 2004 Service Plan and its activities to date have deviated widely from those contemplated by the plan. Moreover, Sand Hills has indicated it has no intention to conform its activities to the 2004 Service Plan on a going forward basis. 39. Having abandoned any effort to conform to the 2004 Service Plan—the only plan ever approved to support the District's existence—Sand Hills' Board of Directors has proposed a new service plan to legitimize the District's activities. 40. Pursuant to C.R.S. § 32-1-207(2), a special district may make material modifications of its approved service plan only by petition to and with the approval of the governing body of the municipality that approved the creation of the special district. In April 6 2013, Sand Hills submitted a revised service plan to the Town of Lochbuie, followed by another "Updated and Revised" service plan in September 2013. Neither of these revised service plans has been formally considered or approved by the Town of Lochbuie. A copy of the September 2013 "Updated and Revised" service plan is attached as Exhibit C. 41. The "Updated and Revised"—but not approved—service plan describes various facilities and "regional improvements" Sand Hills proposes to construct to support "public infrastructure resources of benefit on a regional basis." The "Updated and Revised" service plan lists, as examples of such improvements, construction of water truck depots and a "reservoir and recharge site"within the District's boundaries, as well as a 36 mile-long pipeline to convey water from Kersey to Brighton, Colorado. See Exhibit C at 7. The"Updated and Revised"plan also calls for payment by Sand Hills to the Town of Lochbuie, some thirty miles to the southwest, to repair one of Lochbuie's reservoirs. 42. The"Updated and Revised" service plan—and the activities proposed therein to be conducted by Sand Hills—cannot justify the District's continued existence because there is no need within the District boundaries for the services the District proposes to undertake. 43. Pursuant to C.R.S. § 32-1-103(20), a special district must provide services for its inhabitants and, pursuant to § 32-1-203(2) and Colorado case law, there must be a sufficient need by and benefit to the taxpayers within a district's boundaries for the proposed services. Here, there is no need within Sand Hills' existing boundaries for the services described in the 2004 Service Plan which would be provided 30 miles away in the Town of Lochbuie. Nor is there a need for any of the services described in the proposed,but not operative, "Updated and Revised" service plan attached as Exhibit C. 44. Plaintiff Bonanza Creek, together with another oil and gas operator,has previously notified Sand Hills that there is no need within the District for the types of public infrastructure and improvements described in the"Updated and Revised" service plan and that the improvements would be of no benefit to the taxpayers within the District. See August 23, 2013 letter to Sand Hills' counsel, Miller& Associates, Exhibit D hereto, at I. Given that the District is not pursuing the activities described in its operative 2004 Service Plan, and in the absence of any need for the services described in the "Updated and Revised"plan, Plaintiff Bonanza Creek and another oil and gas operator called upon the District to prepare and file a petition for dissolution pursuant to C.R.S. § 32-1-701 et seq., and to return the taxes it has collected to the taxpayers. Id. at 2. Sand llills has expressly refused to honor these requests. See October 1, 2013 letter from Miller & Associates, Exhibit E hereto, at 1. 45. On September 16, 2013, despite that it has not secured approval to amend its 2004 Service Plan, Sand Hills filed a "notice" with this Court declaring its intention to undertake the "planning, design, construction and financing" of some or all of more than a dozen"facilities and improvements in Weld County." See "Notice of Intention Pursuant to § 32-1-207(3)(b) Sand Hills Metropolitan District, Weld County, Colorado," Filing ID No. 205241870941, Case No. 04CV 1743 (Dist. Ct., Weld County, Colorado), Exhibit F hereto. The improvements described - 7 it in the September 16, 2013 notice are entirely unrelated to any activities set forth in the District's operative 2004 Service Plan. However, similar activities are described in the District's proposed "Updated and Revised"— but not approved— service plan. 46. In sum, Sand Hills has given notice that it intends to break the law. Having implemented none of the projects described in the 2004 Service Plan despite collecting taxes pursuant to that plan for the last three years, and having never secured approval to amend its service plan from the Town of Lochbuie, Sand Hills intends to commence construction of projects for which there is no need and which do not deliver any value to the District's taxpayers. FIRST CLAIM FOR RELIEF (Injunctive Relief for Failure to Conform With 2004 Service Plan in Violation of C.R.S. § 32-1-207(1)) 47. Plaintiffs BBC and Bonanza Creek incorporate the preceding allegations of their Complaint as though set forth fully herein. 48. Pursuant to C.R.S. § 32-1-207, a special district must "conform so far as practicable" to its approved service plan. 49. Since its inception in 2004, Sand Hills has not provided or attempted to provide any of the services or facilities for which the District was organized. 50. Those actions taken by Sand Hills—including, without limitation, its pledge of revenue to United Water&Sanitation District— are inconsistent with the services or facilities for which the District was organized. 51. Accordingly, Sand Hills has failed to conform with the 2004 Service Plan and an injunction should issue as described in the Prayer for Relief infra. SECOND CLAIM FOR RELIEF • (Injunctive Relief for Failure to Provide Needed Services or Benefit for Taxpayers in Violation of C.R.S. §§ 32-1-103(20),32-1-203(2),and Colorado Case Law) 52. Plaintiffs BBC and Bonanza Creek incorporate the preceding allegations of their Complaint as though set forth fully herein. 53. Pursuant to Colorado Revised Statutes §§ 32-1-103(20), 32-1-203(2), and Colorado case law, a special district must provide services and benefits for the inhabitants and taxpayers within the district's boundaries. 54. The inhabitants and taxpayers of Sand Hills have no need for the improvements and services described in the 2004 Service Plan nor do they have any need for the services and improvements described in the proposed"Updated and Revised" service plan or in the September 16, 2013 notice. _ 8 _ • 55. The inhabitants and taxpayers of Sand Hills will receive no meaningful benefit from the improvements and services described in the 2004 Service Plan, and would receive no benefit from the improvements and services set out in the "Updated and Revised" service plan and the September 16, 2013 notice. 56. Accordingly, there is no need for the services Sand Hills proposes to provide nor would the services benefit the inhabitants and taxpayers of the District. 57. An injunction should issue as described in the Prayer for Relief infra. THIRD CLAIM FOR RELIEF (Injunctive Relief for Unapproved Modification of Service Plan in Violation of C.R.S. § 32-1-207(2)) 58. Plaintiffs BBC and Bonanza Creek incorporate the preceding allegations of their Complaint as though set forth fully herein. 59. Pursuant to C.R.S. § 32-1-207(2), a special district may make material modifications of its approved service plan only by petition to and with the approval of the governing body of the municipality that approved the creation of the special district. 60. Sand Hills has prepared and submitted to the Town of Lochbuie an"Updated and Revised" service plan but has not sought nor received final approval of the plan, nor has there been a public hearing on the proposed amended service plan as required by C.R.S. § 32-1-204. 61. On September 16, 2013, Sand Hills gave notice to this Court that it intends to implement myriad activities that are described generally in the"Updated and Revised"—but not approved--service plan. 62. Accordingly, Sand Hills is threatening to embark on a material departure from its 2004 Service Plan without following legally prescribed procedures. 63. An injunction should issue as described in the Prayer for Relief infra. FOURTH CLAIM FOR RELIEF (Injunctive Relief Compelling Refund of Revenues Pursuant to TABOR Amendment, Colorado Constitution,Article X, § 20(1)) 64. Plaintiffs BBC and Bonanza Creek incorporate the preceding allegations of their Complaint as though set forth fully herein. 65. Pursuant to Colorado's "Taxpayer Bill of Rights,"Colorado Constitution, Article X, § 24(a) ("TABOR"), voter approval is required in advance for"any new tax, tax rate increase," or"mill levy above that for the prior year . . . ." _ 9 66. Pursuant to TABOR, Colorado Constitution, Article X, § 20(1), "revenue collected, kept or spent illegally . . _ shall he refunded with 10% annual simple interest" to the taxpayers along with costs and reasonable attorney fees. 67. Upon information and belief, the only approval by taxpayers for the collection and expenditure of tax revenues by Sand Hills has been pursuant to the 2004 Service Plan. Sand Hills has, through its funding agreement with United Water&Sanitation District and otherwise, collected and disbursed revenues on matters or projects entirely unrelated to the services described in the 2004 Service Plan. 68. Accordingly, Sand Hills has illegally collected and disbursed tax revenues and must refund those revenues with interest. 69. A mandatory injunction should issue as described in the Prayer for Relief infra. FIFTH CLAIM FOR RELIEF (Action for Declaratory Relief pursuant to C.R.S. § 13-51-101 et seq.) 70. Plaintiffs BBC and Bonanza Creek incorporate the preceding allegations of their Complaint as though set forth fully herein. 71. Pursuant to Colorado's Declaratory Judgment Act, C.R.S. § 13-51-101 a seq., this Court has the "power to declare rights, status,and other legal relations" of the parties herein. C.R.S. § 13-51-105. 72. Plaintiffs BBC and Bonanza Creek seek declarations that: (a) The exclusion of the District's original boundaries within Lochhuie either(i) constituted the creation of a new district requiring the Weld County Board of Commissioners' approval or (ii) constituted a material modification of the 2004 Service Plan, requiring approval by the Town of Lochbuie; (b) Since its organization, Sand Hills has not provided or attempted to provide any of the services or facilities in the 2004 Service Plan for which the District was organized nor has it otherwise conformed with that plan; (c) Sand Hills' actions— including, without limitation, entering into a funding agreement with United Water& Sanitation District—are unauthorized, illegal, and ultra vines because those actions (i) lack any link to the 2004 Service Plan or district inhabitants, (ii) do not address any need or bestow any benefit upon taxpayers within of the District, and (iii) were not approved by taxpayers as required by TABOR; - 10 - • (d) Sand Hills must submit its 2004 Service Plan and any amendments thereto to the Weld County Board of County Conunissioners as that is the proper governing body of a special district located entirely outside Lochbuie and inside Weld County; and (e) Pursuant to C.R.S. § 32-1-701 et seq., the District should be dissolved. PRAYER FOR RELIEF WHEREFORE, Plaintiffs Bill Barrett Corporation and Bonanza Creek Energy, Inc. respectfully request that the Court enter judgment in their favor and against Defendant Sand Hills Metropolitan District and grant relief as follows: 1. A preliminary and permanent injunction against Defendant Sand Hills prohibiting it from certifying mill levies,collecting taxes, making expenditures, and transferring any of its assets or revenues; 2. An order declaring that: (a) The exclusion of the original Altamira Metropolitan District No. 6 property from Sand Hills Metropolitan District either (i) constituted the creation of a new district requiring the Weld County Board of Commissioners' approval or(ii) constituted a material modification of Sand Hills Metropolitan District's 2004 Service Plan,requiring approval of same by the Town of Lochbuie; (b) Since its inception in 2004, Sand Hills Metropolitan District has not provided or attempted to provide any of the services or facilities for which it was organized, nor has it otherwise conformed with that plan; (c) Sand Hills' actions— including, without limitation, entering into a funding agreement with United Water & Sanitation District -are unauthorized, illegal, and ultra vires because those actions (i) lack any link to the 2004 Service Plan or district inhabitants, (ii) do not address any need or bestow any benefit upon taxpayers within of the District, and (iii) were not approved by taxpayers as required by TABOR; (d) Sand Hills Metropolitan District must submit its 2004 Service Plan and any amendments thereto to the Weld County Board of County Commissioners as that is the proper governing body of a special district located entirely outside the boundaries of the Town of Lochbuie and inside Weld County; - 11 - (e) Sand Hills Metropolitan District is enjoined from(1) expending any funds or delivering any funds to other individuals or entities including United Water &Sanitation District, (ii)constructing any facilities including any facilities described in its September 2013 "Updated and Revised" service plan or September 16, 2013 "notice." or(iii) certifying or levying any further taxes, levies, fees, tolls, or charges, or issuing any bonds or other financial obligations; (f) Sand Hills Metropolitan District must develop a plan as provided by TABOR to refund to BBC and Bonanza Creek the revenues it has collected, with 10% annual simple interest, and the reasonable attorney fees and costs, within 20 days; and (g) Pursuant to C.R.S. § 32-1-701 et seq.,the Sand Hills Metropolitan District should be dissolved. 3. Costs; 4. Reasonable attorneys' fees; 5. Pre-judgment and post-judgment interest to the extent permitted by law; and 6. Such other and further relief as the Court may deem proper and just. Dated this 1st day of November, 2013 s/R. Kirk Mueller R. Kirk Mueller, #16746 Ann T. Lebeck, #42424 DAVIS GRAHAM&STUBBS LLP Attorneys for Plaintiffs Bill Barrett Corporation and Bonanza Creek Energy, Inc. - 12 - CLERK TO THE BOARD PHONE: (970)336-7215, EXT. 5226 FAX: (970) 352-0242 1150 O STREET P.O. BOX 758 GREELEY, COLORADO 80632 va COUNTY . April 2, 2014 Bill Barrett Corporation 1099 18th Street, Suite#2300 Denver, CO 80202 RE: SCHEDULE NUMBER E3261805+ Dear Property Owner: This is to advise you that the Weld County Board of Commissioners will hear your petition for abatement or refund of taxes on the property described as: various sites. The meeting is scheduled for April 23, 2014, at 9:00 a.m., in the Chambers of the Board of County Commissioners of Weld County, Colorado,Weld County Administration Building, 1150 O Street, Assembly Room, Greeley, Colorado 80631. The Assessor is recommending that the Board deny your petition. You are not required to be present at this hearing; however, this is your opportunity to have your position heard, especially if your position is opposed to the Assessor's recommendation. If you intend to submit any documentation in support of your position for this hearing, all such documentation must be submitted to the Office of the Clerk to the Board and to the Weld County Assessor's Office at least seven calendar days prior to the meeting date in order for it to be considered at the scheduled hearing. If you have any questions concerning this matter, please do not hesitate to contact me at (970) 336-7215, Extension 5226. Sincerely, Rafaela A. Martinez Deputy Clerk to the Board cc: Assessor 4- R3- aoi-{ CLERK TO THE BOARD 9 PHONE: (970) 336-7215, Ext. 5226 1861 FAX: (970) 352-0242 1158 O 80632 P.O. BOX 758 COLORADO GREELEY, 80632 COUNTY May 5, 2014 Bill Barrett Corporation 1099 18th Street Suite 2300 Denver, CO 80202 RE: SCHEDULE NUMBER E3261805+ Dear Property Owner: On April 23, 2014, the Board of Weld County Commissioners considered your petition for abatement or refund of taxes and denied same. Pursuant to Section 39-2-125(f), C.R.S., you have the right to appeal this decision to the State Board of Assessment Appeals within thirty days. You may obtain the appropriate forms and instructions from: Board of Assessment Appeals, Department of Local Affairs, 1313 Sherman Street, Room 315 Denver, CO 80203 Phone: 303-866-5880 In preparation for appealing to the State Board of Assessment Appeals you may also go to the following state link to obtain any further information you may need to proceed, http://www.dola.state.co.us/baa/index.htm Very truly yours, Rafaela A. Martinez Deputy Clerk to the Board cc: Assessor RM/eg RESOLUTION RE: ACTION OF THE BOARD CONCERNING PETITION FOR ABATEMENT OR REFUND OF TAXES - BILL BARRETT CORPORATION 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 Board of County Commissioners of Weld County, State of Colorado, at a duly and lawfully called regular meeting held on the 23rd day of April, 2014, at which meeting there were present the following members: Chair Douglas Rademacher, and Commissioners Sean P. Conway, Mike Freeman, William F. Garcia, and Barbara Kirkmeyer, and WHEREAS, notice of such meeting and an opportunity to be present has been given to the taxpayer and the Assessor of said County, with said Assessor, Christopher Woodruff, being present, and taxpayer, Bill Barrett Corporation, represented by Kirk Mueller, with Davis Graham and Stubbs, LLP, present, and WHEREAS, the Board of County Commissioners has carefully considered the attached petition, and is fully advised in relation thereto. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Board concurs with the recommendation of the Assessor and the petition be and hereby is, denied, and an abatement or refund be allowed as follows: CORRECTION TO ASSESSED ABATEMENT TAX VALUATION OR REFUND YEAR $0.00 $0.00 2011 $0.00 $0.00 2012 ,3sgL-S' e (SA) 6fs 2014-1263 AS0087 TAX ABATEMENT PETITION — BILL BARRETT CORPORATION PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 23rd day of April, A.D., 2014. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: d 1' t / �i ✓ �jl1N� _es; CL/o ugla Radema her/Chair Weld County Clerk to the Board IS La 4 `�•',/,;� y�� ara Kirkmeyerf Pro-Tem/ BY. De. i2 Clerk to the Boar•�������•�' = P. Conway APP ORM: ®v ' Mike Free my Attorney iam . Garcia Date of signature: S/S/f4 2014-1263 AS0087 y r 1 4 PETITION FOR ABATEMENT OR REFUND OF TAXES � County:WELD Date Received cReD i.-65 f (Use Assessor's or Commissioners'Date Stamp) • Section I: Petitioner,please complete Section I only. • November 15 2013 t Date. L " ;Ii (','` ' tf Fr Fro c Month Day Year 7 ki ,r7 WI) : Petitioner's Name: Bill Barrett Corporation Petitioner's Mailing Address:1099 18th Street,Suite 2300 lOVV 2 0 2013 Denver Colorado 80202 City orTown State Zip Code WELD COUNTY ASSESSOR Nj SCHEDULE OR PARCEL NUMBER(S) PROPERTY ADDRESS OR LEGAL DESCRIPTION OF PR +-� Y, E.0��p-%-nr A See Exhibit A See Exhibit A tyoiC{ -1- Petitioner requests an abatement or refund of the appropriate taxes and states that the taxes assessed against the above property for property tax year(s) 2011 and 2012 are incorrect for the following reasons: (Briefly {!) describe why the taxes have been levied erroneously or illegally,whether due to erroneous valuation,irregularity in Q >-cc levying,clerical error or overvaluation. Attach additional sheets if necessary.) . . I-w For the reasons set forth in the Complaint recently filed in the Colorado District Court,District of Weld County, > N MO Case No,2013CV030928,a copy of which is attached hereto as Exhibit B,the taxes certified by the Sand Hills °"' al-... CD Metropolitan District and collected by Weld County upon Bill Barrett Corporation's property identified in Exhibit A L CoU hereto commencing in 2010 and through the present"have been levied erroneously or illegally"as described in 4�1�t B2 C.R.S.§39-10-114 et seq. i at 38 Petitioner's estimate of value: $125,019 (2011 )and $91,519 (2012 ) >[�11 Value Year Value Year I declare,under penalty of perjury in the second degree,that this petition,together with any accompanying exhibits or statements,has been prepared or examined by me,and to the best of my knowledge,information and belief,is true,correc and complete. [/X �c Daytime Phone Number(a 03) 312--e - Petitioner's Signature By Daytime Phone Number( 1 Agent's Signature" *Letter or agency must be attached when petition is submitted by an agent. If the Board of County Commissioners,pursuant to§39-10-114(1),C.R.S.,or the Property Tex Administrator,pursuant to§39-2-118,C.R.S., denies the petition for refund or abatement of taxes In whole or in part,the Petitioner may appeal to the Board of Assessment Appeals pursuant to the provisions of§39-2-125,C.R.S.,within thirty days of the entry of any such decision,§39-10.114.5(1),CRS, Section II: Assessor's Recommendation Obi (For Assessor's Use Only) Tax Year Obf I Tax Year 00 Actual Assessed Thai Actual Assessed IgIc original"'«j7 15if 1 V iD"--1 j0 5 D3801)3.571 liglyi1 1 I1 t�I.iel�:i� i 17a(g5`r 9(ra ' t I '44I 51_ [(p3 G ' 11 c19-I. rilP Corrected i, L(444-1 --`� (o�,�i�r� � ..._ 1�i Abate/Refund _____,___. PC ____/ — ❑Assessor recommends approval as outlined above. if the request for abatement Is based upon the grounds of overvaluation,no abatement or refund of taxes shall be made if an objection or protest to such valuation has been filed and a Notice of Determination has been mailed to the taxpayer,§39-10-114(1)(a)(I)(D),C.R.S. Tax year: Protest? 0 No 0 Yes (if a protest was filed,please attach a copy of the NOD.) Tax year Protest? 0 No ❑Yes (If a protest was filed,please attach a copy of the NOD.) 2014-1263 Assessor recommends denial for the following reason(s): -Rik actual VOJUL nos b --k ealcuicaid ex,rr ' - j -& Q c o , •-ih.e 1cfiA a 1 tssull, - 4etkiLP or obi,- Sa-a_A i .e Pt. is ' CW e,s;_, )V1 bi .}i „ (1g S� f* Assessor's o eputy,Assessor's Sig uc)\ )5.-6.\ f 15-DVPTT--AR Nio.920-68//1111 FOR ASSESSOA$':AND CO UNTYCOMMISS$QNERS,ME ow y, • :SSegtion IUrx fin:tilti:must be completed) Every petition for abatement or refu ilitg tl pgsstiardte¢39-1q-11'4 G.R.S.shall be acted upon pursuant to the provisions of this section by the Board of County Commissioners ortfie-A§sessgr,se:appr ptfate.,within six months of the date of filing such petition,§39-1-113(1.7),C.R.S. Section III: Written:�lutuatif Agrittement of Assessor and Petitioner ON**411ietements up ft S11ff;00A). The Commissioners of °f ttfntyaUthorize the Assessor by Resolution No to review petition by for abatement or refund and to settle written mutual agreement any such petition fOr abatement or refund in an amount of$10,000 or less per tract,parcel,or lot of land or per schedule of paEaortat w property,it :accardance.with.&39-1-1 13(1.5),C.R.S. TheAsseSeOr and Peflth inOr mutually agree to the values and tax-_abatement/tieflulnd of . TaxYear T ''ar' atilt Assessed TL4 ,/t$sessed Tax • 0tiafeat. . _......... . u , Note The`totettax amount does not include=rued interest ienaIt ea;is d teees essedated witis lete and/or delinquent tax peyibeetalOP , applicable.Please contact ltlfrOsti tyTreasurerfortull ptiymeet kifO ttatfin. • Petitioner's Signature Date Assessor's or Deputy Assessors;Slana1iiie' Date Section IV: Decision of the County Commissioners .' (Must:,be completed'if:5ectign tit dpea.siot apply) WHEREAS,:the County Commissioners of County, State of Colorado,at a duly and lawfully • ular meetln' held on / :at Which meeting,there were present the following members , oiled?.a9 .ff. / Month D Year -:. utiith.notice of such meefleg And an opportunity to be present F1004,040 been given to the Petitioner and the Assessor ; ,. afSatd.County and Assessor ..... ... .. . ... .. ... • ... ..(being present--not present)and.- ': Nartre.. _......... bet .fbiRef1₹-Flo[. . t and WHEELS,the saki Qetiho.rtet . (belt* p'e ::), ' Name , .':County Commiss(nn..ers have carefully considered the within plefitior'r;.and are fullyad Used in reiattdrt t'tetetto, • r NOW BE IT RESOLVED,thatttia=Board;(a grees- oesnotugme)with the recommendation,of :and.the petitir3fl:t a(approved:,approvodt ln;paf•! n1.ad).writ!On abatement/re fund.as folioW.t Year Assessed Value Taxes Abate/R*04 Year .tAgsessedVigne Taxes Abat turd. . • Chairperson of the Board of County Commissioners'Signature 1, County Clerk and.Ex officio Clerk of the Board Of-County Commissioners in sand for the aforementioned county,do hereby certify that the above and foregoing order is truly copied from tfie record of the'proCeedings of:tfie Bc rd of County gmmrsalehate. , IN WITNESS WHEREOF;.thave hefeunta sat my har .and.affixed tilostiott'said.Cgrinty ' this ... .. 1ay:.of:_:. :. ...:. .. . ..r_ .. . .. .• < . �irtfiifb...... Year ..... _.._.. County ClarksiitiBep Ry tilt......:It te11i.'fpf0 Note`Abeternent8 lItiaii,$)009 Per schedule, rstexonitsileisubrnitted in duplicate to the Pa r rbiRIcAdministrator 0r review. v 10:000 of.mor:Property Tax Administrator alldibptetYr its greater than$10,000) t�'. The action of the Board of Court 1'optirilissiostoi.relative to thisabatement petition,is hereby ' ❑Approved ❑Approved in palt$ . .. ... ... .Q D&ied.fprthe following reason(s): • . Secretary's Signature Propertg'T9oi,Administratot's Signature Date 15-OPT-AR No.920-66/11 -- ... ...: Ga MEE Davis Graham & Stubbs LLP November 19, 2013 Via Federal Express Christopher M. Woodruff "I 'rs i ul t' �'iaj Weld County Assessor �t�t '` 1400 N. 17th Avenue o 2a5 Greely, Colorado 80631 ‘03 ‘, i John R. Lefebvre, Jr. WELD ei< COLOR"' ' Weld County Treasurer 1400 N. 17th Avenue Greely, Colorado 80631 Re: Bill Barrett Corporation's Petition for Abatement and Refund of Taxes Certified by Sand Hills Metropolitan District and Collected by Weld County Gentlemen: On behalf of Bill Barrett Corporation ("BBC"), I enclose herewith a"Petition for Abatement or Refund of Taxes"requesting the refund of all ad valorem taxes levied by and paid to the Sand Hills Metropolitan District commencing in 2010 and through the present. For the reasons set forth in the Complaint recently filed in the Colorado District Court, District of Weld County, Case No. 2013 CV 030928, a copy of which is submitted with the petition, the taxes certified by the Sand Hills Metropolitan District and collected by Weld County upon BBC's property identified in the petition"have been levied erroneously or illegally" as described in C.R.S. § 39-10-114 et seq. and BBC respectfully seeks the abatement and refund of the same. Should you have any questions or concerns with regard to the foregoing, or should you need any additional information, please do not hesitate to contact me. Sincerely, P. cJNa R. Kirk Mueller Davis Graham& Stubbs LLP Attorneys for Bill Barrett Corporation CC: Bruce Barker, Weld County Attorney R.Kirk Mueller • 303 892 7456 • kirk.mueller@dgslawcom 1550 Seventeenth Street • Suite 500 • Denver,Colorado 80202 • 303 892 9400 • fax 303 893 1379 www d g sl a w.com 2958437.1 EXHI ;:', jT A W H C 0) 00000000000000000000000000 UUUUUUUUUUUULJUUU Li Li Li Li UUUUUU N Ol N Ol Ol N N N N N N O) GO N 0) CD N Ol Ol OD OD Ol Cl N 01 Ol (0 (Ii to lD LID to to tD LID l0 LID (0 l0 (0 0 to to to (0 to to lD lD N tD lD Z N N N N N N N N N N N N N N N N N N N N N N N N N N 0 a a a a a a a a a a a a a a a a a a a a a a a a a a H a a a a a a a a a a a a a a a a a a a a a a a a a a o H H H H F H H I- H 1- H H I- H H V H H H H H H H F- - - a T T T T T T T T T T T T T T T T T T T T T T a- a- a+ C C C ♦- a+ C C C a� a� a- �+ a� Y C C C « a- L- t•> 4,>..74.>:L- C (n 0 0 C 0 0 0 0 0 C C C C C C C C C 0 C C C 'C C C C J J J J J J J J J J J J J 3 J J J J J J J J a 0 0 o a 0 a 0 a o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 V V a V a a a a a V U U U U V U U U U V U V a U a U -0 0 a -0 v -0 '0 -0 -o -0 0 -0 0 -0 0 0 -W W W -0 a -0 'o -v -o v v v v v v v v v v v W W W v v v v v W v v v v v v 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 x C C C C• T C C T T T T T C T T T T C T T T T T T T T T T C C T T C C C C C C C C C C C C C C C C C C Cl) C= 0 = = Dr 0 = = ° r DDDDr = rDp = = = = 0 CO O O O o 0 O 00000000000000000000000000 O O O O O O O 0 O O O O W 0000000000 (30000 (3 N a -O a a 0 a a a a U U a a 0 -0 0 U V V -0 V L -0 U V U U 0 v N 0 N v W v N m 000000 v v v 0 v v 0 W N 0000 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 00 m H 00 O O H O H N O N w M = D N w 3 3 rh 0 a a U Q Z U o c _c .c Z V CC a o 0 0 0 c C T CYl M M Z Z = Z M N Cr M Cr Cr N LO H N CC m N CO W OlAL, 2' K W re N N O M CO M M M M O O m m `y m m M o r O ri V O N w tt0 it-' IT a0 N .i M N M to to to to 3 3 = i o� no OP 1p W 4 4 4 tp J J J J J J IX HI HI Cr 1' T a a a a a V V V J J J J J J rl Ito N N in h h 4' -C -C S -C -C L = a a L L .C .C a .C _C a .C -C k- N N N N N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 = = 0 0 J C C C C C C C C C C C C C C C C C C C J J N CO to N CO CO CO M CO CO N M R M M N@ N J COMM 00 00 00 00 00 00 00 00 00 00 00 00 00 CC CC CC CC CC CCU U- 0000000000000000000 = = = = = = = N N N N N N N N N N N N N N N N N N N Z Z Z Z Z Z Z O V •a O W W W W W W W W w W W W W W W W W W W W W W W W W W 0-0 w W 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0- O V V V 0 0 V 0 0 0 0 U 0 U V V V V 0 V 0 0 U 0 U U FT- U' (39 O l7 (39 O l9 U' O U' U' U' 3.9 3.9 U' U' (.9 l (- (7 l7 l.5 (7 l9 V L9 00000000000000000000000000 vl in N N rl N co M co o 0 t- oN o o ti CT) tto'I M M M 0 0 0 0 Ill 0 0 0 0 0 a 0 CC 0 0 WC # (D (D H U) M N C> N O) CT) N a M 00 0 HI N M a vl Vl Cl Cl Ol to Vl O Cr NO) Ol 00 V) a s a' a 00) 0- 0) N TNT N a 00 00 00 a O o CO M N N rl Ol N Cr N Cr N N N W (D ti) VD LID (D 0) N O) H TM Cr CC 0 0 00 00 M O Vl N V) Vl 00 00 CO Cr N N N N N 0 O 00 O a o 0 T 00 0 M M C) m Ol CI) CT) Ol M M M M M M M M M N co N M N Cr m H H O O O H O O 0 O O O O O O 0 O O 0 O H O H O O H O 0 0 0 0 0 t-1 m to m MM C00000 ,000000000000 0 T1, 0001010 0 0 0 0 0 0 0 0 0 0 0 0 0 0 U CO O HI 0 CTCO a a a a00 0 Ol 0 OH ON N TT M .0 a a a CO a s LO t0 N N H N N N N N N N N (O LO LID (D (O tD M LID O) Ol N V) Vl Ti N 00 00 v) Ul U) vl Vl vl CO CO 00 N N N Cr Cr N O 0 CO CO a CO 0 M M M M Ol 0 0 0 Ol Ol M M M M M M M M M N w H W w w w W W W W W WW W W W W W W W W W W W W W M 00 0 M a a N M M to 0 ti to 0 0 0 0 0 0 x 0 0“1110O M to tD Z Ill M M M M M (D Z M M Z Z Z Z Z Z N Z N M Z M 00 N 0 in O N N N N N Ol no O 00 in no no y) N 0 01 00 0 0 N M LO M M m U) M a c) h 0l 0 O CJ # TT N O Cr CO M M CO N O N N O N N O M H N rl N N Cr O to ii to N to to to to to M M MCC) to (o m CO M N to N M M CO to N N N CNN N N O N N N N C N N OEN M N N O N Q N rl t-I .Cr rl rl tH r1 rl rl r1 a r1 r1 N N O N N Ol H Ol H rl O r1 w on L Ln N LA do to In LA LA LA N LA LA N N Cr N N N M' N co L.lo N W' • H H O M O H 0003430 0 O to trt tvl o tr) M H M H O M H N N N N N N N N N N HI HI H N. rl rl N N V) V) to LA In In N N O O 0 0 0 0 0 0 O O Q Ol N (D HI N M a M a Vl Vl LLDN co O N N M a In O rl rl a a a a rl HI HI 0 0 0 0 HI HI CJ N N N - CO 00 CO N N N N 00 CO CO 00 CO CO CO W CO CO 00 00 CO F (D (O (O N N N N tD ID (D (D 0 U VD to ID tD (O CO W Z H H HI rl rl rl rl `4 rl rl rl HI HI N rl rl 'i HI H H W J 0 C C C C C C C C C C C C C C C C C C C C C C C C C C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 `0 0• ` `0 `o `0 0 0 0 0 0 0 0 0 `0 0 0 `0 `0 `o o `0 0 0 0 0 0 W a n a a n a a a a n n a a a a a a a a a a a a a a n O D U U U U U ,3 v0 0 0 0 u V U U U U U U U Lii U (.8) U 0 H• 000000000W W O O 0 v v v `1 v m a m v 0 v 0 Z `to `m `m `m `o `m `m w co0) 000000003000000000) 00000000000) 00) 0003000 m J EXHIBIT • DISTRICT COURT, WELD COUNTY, COLORADO Weld County Courthouse 901 9th Ave. Greeley, Colorado 80631 Plaintiffs: Bill Barrett Corporation and Bonanza Creek Energy, Inc. v. Defendant: Sand Hills Metropolitan District, f/k/a Altamira Metropolitan District No. 6 A COURT USE ONLY A Richard Kirk Mueller,#16746 Ann T. Lebeck, #42424 DAVIS GRAHAM &STUBBS LLP 1550 Seventeenth St. Suite 500 Denver, CO 80202 Telephone: 303-892-9400 Case No. Facsimile: 303-893-1379 E-mail: kirk.mueller@dgslaw.com . Ctrm. ann.lebeck@dgslaw.com Attorneys for Plaintiffs Bill Barrett Corporation and Bonanza Creek Energy, Inc. COMPLAINT Plaintiffs Bill Barrett Corporation("BBC") and Bonanza Creek Energy, Inc. ("Bonanza Creek") state and allege the following for their Complaint against Defendant Sand Hills Metropolitan District, formerly known as the Altamira Metropolitan District No. 6("Sand Hills" or the"District"): INTRODUCTION Defendant Sand Hills was organized in the Town of Lochbuie, Colorado in 2004 for the purpose of developing 1,496 single family home units and 70,000 square feet of commercial space within the Town's boundaries. Nearly a decade later, after transplanting itself to an isolated location some thirty miles away and collecting millions from taxpayers within its new boundaries, Sand Hills has not provided any of the services for which it was organized and, indeed, recently indicated it never will. Because Sand Hills refuses to dissolve and continues to levy taxes, Plaintiffs bring this action for injunctive and declaratory relief. PARTIES, JURISDICTION, AND VENUE 1. BBC is a Delaware corporation with its principal place of business at 1099 18th Street, Suite 2300, Denver, Colorado 80202. 2. Bonanza Creek is a Delaware corporation with its principal place of business at 410 17th Street, Suite 1400, Denver, Colorado 80202. 3. Sand Hills Metropolitan District, formerly known as the Altamira Metropolitan District No. 6, is a special district organized under Title 32 of the Colorado Revised Statutes with its principal office at CRS of Colorado, LLC, 7995 Prentice Avenue, Suite 103E, Greenwood Village, Colorado 80111. Sand Hills' designated contact person is Sue Blair, CRS of Colorado, LLC, 7995 Prentice Avenue, Suite 103E, Greenwood Village, Colorado 80111. 4. This Court has jurisdiction over this action pursuant to Art. VI, Section 9 of the Colorado Constitution, which provides that the district courts "shall be trial courts of record with general jurisdiction, and shall have original jurisdiction" in all civil cases. 5. Venue is proper in this judicial district pursuant to C.R.S. § 32-1-207(3) because this Court approved the organization of Defendant Sand Hills in 2004. 6. Upon information and belief, there are entities or individuals who may be subject to joinder under C.R.C.P. 19(a)(2). Accordingly, Plaintiffs anticipate filing a motion for joinder in the near term. GENERAL ALLEGATIONS 7. Plaintiffs BBC and Bonanza Creek incorporate the preceding allegations of their Complaint as though set forth fully herein. 8. Plaintiff BBC is an oil and natural gas exploration and development company with assets located in the Rocky Mountain region. 9. Plaintiff Bonanza Creek is an exploration and production company focused on the extraction of oil and associated liquids-rich natural gas in the United States. 10. BBC and Bonanza Creek both operate in Weld County and within the current boundaries of Defendant Sand Hills. 11. BBC and Bonanza Creek are both subject to and have paid taxes levied by Defendant Sand Hills, as further detailed herein. - 2 - Organization of the Altamira Metropolitan District No. 6 12. Defendant Sand Hills was organized in late 2004 under the name "Altamira Metropolitan District No. 6." The District was formed in conjunction with five other metropolitan districts: the Altamira Metropolitan District No. 1, Altamira Metropolitan District No. 2, Altamira Metropolitan District No. 3, Altamira Metropolitan District No. 4, and Altamira Metropolitan District No. 5. 13. The District's boundaries at the time of its organization in 2004 were located entirely within the Town of Lochbuie, Weld County, Colorado. 14. On October 6, 2004, Lochbuie approved the service plan for the District. A copy of the service plan for the Altamira Metropolitan District No. 6 is attached as "Exhibit A" (the "2004 Service Plan"). Based on the approved 2004 Service Plan, on November 12, 2004, the Weld County District Court issued an Order and Decree organizing the Altamira Metropolitan District No. 6. 15. The District's actions are, and from its inception have been, governed by the 2004 Service Plan. The 2004 Service Plan 16. The 2004 Service Plan states that the District's purpose is to provide infrastructure to support the development and construction of a residential neighborhood called the "Altamira Development" in the Town of Lochbuie, near the intersection of Weld County Road 4 and Weld County Road 37. In particular, the District was formed to "finance, construct and install local and regional public improvements, including streets and traffic signals, and water, sewer, storm drainage and park, open space and recreation facilities" for the Altamira Development on land encompassed within the District and Altamira Metropolitan Districts Nos. I through 5. See Exhibit A at 1, 3-4. 17. The 2004 Service Plan further states that the District "will work closely and cooperate with the Town to serve and promote the health, safety, prosperity, security and general welfare of the Altamira Development's inhabitants." Exhibit A at 4. 18. With respect to the need for the District, the 2004 Service Plan states: While the area to be served by the District is located entirely within the boundaries of the Town, the Town does not consider it feasible or practical to provide the District with the services and/or facilities described in this Service Plan. Therefore, it is necessary that the District be organized to provide its inhabitants with the facilities and services described in this Service Plan. Exhibit A at 4. - 3 - 19. The 2004 Service Plan states that the "estimated daytime population of the six Districts at full build-out is approximately four thousand three hundred and fifty three (4,353) people," and that the property is "being rezoned to Planned Unit Development." Exhibit A at 5. 20. Exhibits to the 2004 Service Plan identify and describe various future improvements: • The "Preliminary Engineering Cost Estimates" lists "Regional Improvements" as including asphalt pavement, landscaping, "traffic signalization," gutters and sidewalks, manholes, and fire hydrants. See Exhibit A at Exhibit F at 1. • The "Preliminary Engineering Cost Estimates" include as "Local Improvements" items like water mains, sanitary sewers, manholes, fire hydrants, sidewalks, "Turn-a-bouts (including Curbing and Landscaping)," asphalt pavement, storm sewers, drainage facilities, and "Neighborhood Park Landscaping." See Exhibit A at Exhibit F at 2-3. • The "Map of Preliminary Location of the Public Improvements" consists of drawings of a housing subdivision. See Exhibit A at Exhibit G. • The "Financing Plan" includes a "Development Projection" for Altamira Metropolitan Districts Nos. 1 through 6 indicating that construction of single family lots would commence in 2005 and that, by 2010, 1,496 single family units would be completed. See Exhibit A at Exhibit H. • The "Development Projection" likewise indicates that, starting in 2008, commercial lots will be developed and, by 2013, 70,000 square feet of commercial space will be completed. See Exhibit A at Exhibit H. 21. Upon information and belief, as of this date, Sand Hills has not constructed, or even begun the construction of, any of the features set forth in Paragraph 20, above. 22. Moreover, Sand Hills has indicated that the District has no intention of constructing the facilities and features set forth in Paragraph 20, above. Inclusion of 70 Ranch, LLC Property and Activation of the District as a Funding Mechanism for United Water & Sanitation District 23. From 2005 through the end of 2009, Altamira Metropolitan District No. 6 had zero revenue and zero expenditures. 24. On November 25, 2008, the District's Board of Directors, including Robert ("Bob") Lembke, approved certification of a mill levy of 51.118 mills for its "general operating expenses." At the time of the District's mill levy certification, the District's Board of Directors - 4 - certified that the District's gross assessed valuation was $60, so that its revenue for the 2009 year would be $0. 25. A few months later, on March 30, 2009, Bob Lembke signed—on behalf of an entity named 70 Ranch, LLC— a Petition for Inclusion of Property into the Altamira Metropolitan District No. 6. Within a few days, the District's Board of Directors (including Bob Lembke) approved inclusion of the 70 Ranch, LLC property. The inclusion of the 70 Ranch, LLC property was finalized on April 28, 2009, by Order of the Weld County District Court. 26. The 70 Ranch, LLC property encompasses approximately 12,000 acres located entirely outside of, and approximately 30 miles removed from, the Town of Lochbuie. The 70 Ranch, LLC property reportedly has less than ten human inhabitants and is the site of significant mineral exploration and production activities by companies such as BBC and Bonanza Creek. 70 Ranch, LLC property is or at relevant times has been owned, directly or indirectly, by Bob Lembke. 27. On November 24, 2009, the District's Board of Directors approved the District's budget and mill levy certification for the following year. This time, with the inclusion of the 70 Ranch, LLC property, the Board of Directors certified that the District's gross assessed valuation was $17,785,350 and approved a mill levy certification of 55.000 mills (for its "general operating expenses"). 28. The 2010 budget adopted by the District on November 24, 2009 earmarked $912,275 for an"IGA [Intergovernmental Agreement] Payment" even though the District at that time had not entered into any intergovernmental agreements. 29. In April 2010, the District moved for, and the Weld County District Court issued, an Order Confirming Change of Name from Altamira Metropolitan District No. 6 to Sand Hills Metropolitan District. Upon information and belief, the name "Sand Hills" is inspired by the remote and desert-like landscape of the 70 Ranch, LLC property. 30. Also in April 2010, Sand Hills entered into a "funding agreement" with the United Water & Sanitation District (the "United Water Funding Agreement"). A copy of the United Water Funding Agreement is attached as Exhibit B. In the United Water Funding Agreement, Sand Hills pledged to "remit to United on a monthly basis as received, Net Revenues of Sand Hills." See Exhibit B at 2, § 3.1. 31. Bob Lembke is also a member of the Board of Directors for the United Water & Sanitation District. At least three other individuals who are members of the Sand Hills Board of Directors are also members of the Board of Directors of United Water & Sanitation District. 32. Upon information and belief, United Water & Sanitation District consists of a small, vacant tract of land in Elbert County owned by Bob Lembke, or one of his family members or entities, and has no residents. - 5 - Exclusion of the District's Original Boundaries 33. On April 27, 2011, Sand Hills moved for an order excluding from its boundaries that land originally comprising the Altamira Metropolitan District No. 6. The next day, the Weld County District Court granted Sand Hills' motion. 34. As a result of the March 30, 2009 inclusion of the 70 Ranch, LLC property into Sand Hills, and the April 27, 2011 exclusion of the Town of Lochbuie property from Sand Hills, the District currently encompasses only the 70 Ranch, LLC property that is entirely outside of and approximately thirty miles removed from the Town of Lochbuie. 35. Despite the fact that no property in the Town of Lochbuie is contained within Sand Hills' current boundaries and, as described below, the only tax revenues collected by the District have been paid by inhabitants of the District's current boundaries and not by inhabitants of the Town, Lochbuie's Board of Trustees retains jurisdiction over the District's activities. The District Collects Millions in Taxes 36. Since December 2008, Sand Hills has each year certified a mill levy for its "general operating expenses." Through this mill levy certification, Sand Hills has collected millions in property taxes from Plaintiffs BBC and Bonanza Creek (and its affiliates and subsidiaries) among others. 37. To date, and despite inquiries made to Sand Hills, it remains unclear how the funds generated by Sand Hills' tax levies have been used although it is apparent that none of the funds are being used to finance the activities set out in the 2004 Service Plan. Upon information and belief, much of the tax revenue has been channeled to other special districts with which Bob Lembke is involved. The District Abandons the 2004 Service Plan and Proposes to Pursue Different Activities Pursuant to an Amended Service Plan 38. Pursuant to C.R.S. § 32-1-207(1), the activities undertaken by a special district such as Sand Hills must conform as far as practicable to its service plan. Sand Hills has taken virtually no steps to implement the operative 2004 Service Plan and its activities to date have deviated widely from those contemplated by the plan. Moreover, Sand Hills has indicated it has no intention to conform its activities to the 2004 Service Plan on a going forward basis. 39. Having abandoned any effort to conform to the 2004 Service Plan—the only plan ever approved to support the District's existence— Sand Hills' Board of Directors has proposed a new service plan to legitimize the District's activities. 40. Pursuant to C.R.S. § 32-1-207(2), a special district may make material modifications of its approved service plan only by petition to and with the approval of the governing body of the municipality that approved the creation of the special district. In April - 6 - 2013, Sand Hills submitted a revised service plan to the Town of Lochbuie, followed by another "Updated and Revised" service plan in September 2013. Neither of these revised service plans has been formally considered or approved by the Town of Lochbuie. A copy of the September 2013 "Updated and Revised" service plan is attached as Exhibit C. 41. The "Updated and Revised"—but not approved— service plan describes various facilities and "regional improvements" Sand Hills proposes to construct to support "public infrastructure resources of benefit on a regional basis." The "Updated and Revised" service plan lists, as examples of such improvements, construction of water truck depots and a "reservoir and recharge site" within the District's boundaries, as well as a 36 mile-long pipeline to convey water from Kersey to Brighton, Colorado. See Exhibit C at 7. The "Updated and Revised" plan also calls for payment by Sand Hills to the Town of Lochbuie, some thirty miles to the southwest, to repair one of Lochbuie's reservoirs. 42. The "Updated and Revised" service plan—and the activities proposed therein to be conducted by Sand Hills —cannot justify the District's continued existence because there is no need within the District boundaries for the services the District proposes to undertake. 43. Pursuant to C.R.S. § 32-1-103(20), a special district must provide services for its inhabitants and, pursuant to § 32-1-203(2) and Colorado case law, there must be a sufficient need by and benefit to the taxpayers within a district's boundaries for the proposed services. Here, there is no need within Sand Hills' existing boundaries for the services described in the 2004 Service Plan which would be provided 30 miles away in the Town of Lochbuie. Nor is there a need for any of the services described in the proposed, but not operative, "Updated and Revised" service plan attached as Exhibit C. 44. Plaintiff Bonanza Creek, together with another oil and gas operator,has previously notified Sand Hills that there is no need within the District for the types of public infrastructure and improvements described in the "Updated and Revised" service plan and that the improvements would be of no benefit to the taxpayers within the District. See August 23, 2013 letter to Sand Hills' counsel, Miller & Associates, Exhibit D hereto, at 1. Given that the District is not pursuing the activities described in its operative 2004 Service Plan, and in the absence of any need for the services described in the "Updated and Revised"plan, Plaintiff Bonanza Creek and another oil and gas operator called upon the District to prepare and file a petition for dissolution pursuant to C.R.S. § 32-1-701 a seq., and to return the taxes it has collected to the taxpayers. Id. at 2. Sand Hills has expressly refused to honor these requests. See October 1, 2013 letter from Miller & Associates, Exhibit E hereto, at 1. 45. On September 16, 2013, despite that it has not secured approval to amend its 2004 Service Plan, Sand Hills filed a "notice" with this Court declaring its intention to undertake the "planning, design, construction and financing" of some or all of more than a dozen"facilities and improvements in Weld County." See "Notice of Intention Pursuant to § 32-1-207(3)(b) Sand Hills Metropolitan District, Weld County, Colorado," Filing ID No. 205241870941, Case No. 04CV1743 (Dist. Ct., Weld County, Colorado), Exhibit F hereto. The improvements described - 7 in the September 16, 2013 notice are entirely unrelated to any activities set forth in the District's operative 2004 Service Plan. However, similar activities are described in the District's proposed "Updated and Revised" —but not approved— service plan. 46. In sum, Sand Hills has given notice that it intends to break the law. Having implemented none of the projects described in the 2004 Service Plan despite collecting taxes pursuant to that plan for the last three years, and having never secured approval to amend its service plan from the Town of Lochbuie, Sand Hills intends to commence construction of projects for which there is no need and which do not deliver any value to the District's taxpayers. FIRST CLAIM FOR RELIEF (Injunctive Relief for Failure to Conform With 2004 Service Plan in Violation of C.R.S. § 32-1-207(1)) 47. Plaintiffs BBC and Bonanza Creek incorporate the preceding allegations of their Complaint as though set forth fully herein. 48. Pursuant to C.R.S. § 32-1-207, a special district must "conform so far as practicable" to its approved service plan. 49. Since its inception in 2004, Sand Hills has not provided or attempted to provide any of the services or facilities for which the District was organized. 50. Those actions taken by Sand Hills—including, without limitation, its pledge of revenue to United Water & Sanitation District— are inconsistent with the services or facilities for which the District was organized. 51. Accordingly, Sand Hills has failed to conform with the 2004 Service Plan and an injunction should issue as described in the Prayer for Relief infra. SECOND CLAIM FOR RELIEF (Injunctive Relief for Failure to Provide Needed Services or Benefit for Taxpayers in Violation of C.R.S. §§ 32-1-103(20), 32-1-203(2),and Colorado Case Law) 52. Plaintiffs BBC and Bonanza Creek incorporate the preceding allegations of their Complaint as though set forth fully herein. 53. Pursuant to Colorado Revised Statutes §§ 32-1-103(20), 32-1-203(2), and Colorado case law, a special district must provide services and benefits for the inhabitants and taxpayers within the district's boundaries. 54. The inhabitants and taxpayers of Sand Hills have no need for the improvements and services described in the 2004 Service Plan nor do they have any need for the services and improvements described in the proposed "Updated and Revised" service plan or in the September 16, 2013 notice. - 8 - 55. The inhabitants and taxpayers of Sand Hills will receive no meaningful benefit from the improvements and services described in the 2004 Service Plan, and would receive no benefit from the improvements and services set out in the "Updated and Revised" service plan and the September 16, 2013 notice. 56. Accordingly, there is no need for the services Sand Hills proposes to provide nor would the services benefit the inhabitants and taxpayers of the District. 57. An injunction should issue as described in the Prayer for Relief infra. THIRD CLAIM FOR RELIEF (Injunctive Relief for Unapproved Modification of Service Plan in Violation of C.R.S. § 32-1-207(2)) 58. Plaintiffs BBC and Bonanza Creek incorporate the preceding allegations of their Complaint as though set forth fully herein. 59. Pursuant to C.R.S. § 32-1-207(2), a special district may make material modifications of its approved service plan only by petition to and with the approval of the governing body of the municipality that approved the creation of the special district. 60. Sand Hills has prepared and submitted to the Town of Lochbuie an "Updated and Revised" service plan but has not sought nor received final approval of the plan, nor has there been a public hearing on the proposed amended service plan as required by C.R.S. § 32-1-204. 61. On September 16, 2013, Sand Hills gave notice to this Court that it intends to implement myriad activities that are described generally in the "Updated and Revised"—but not approved— service plan. 62. Accordingly, Sand Hills is threatening to embark on a material departure from its 2004 Service Plan without following legally prescribed procedures. 63. An injunction should issue as described in the Prayer for Relief infra. FOURTH CLAIM FOR RELIEF (Injunctive Relief Compelling Refund of Revenues Pursuant to TABOR Amendment, Colorado Constitution, Article X, § 20(1)) 64. Plaintiffs BBC and Bonanza Creek incorporate the preceding allegations of their Complaint as though set forth fully herein. 65. Pursuant to Colorado's "Taxpayer Bill of Rights," Colorado Constitution, Article X, § 24(a) ("TABOR"), voter approval is required in advance for"any new tax, tax rate increase," or"mill levy above that for the prior year . . . ." - 9 - 66. Pursuant to TABOR, Colorado Constitution, Article X, § 20(1), "revenue collected, kept or spent illegally . . . shall be refunded with 10% annual simple interest" to the taxpayers along with costs and reasonable attorney fees. 67. Upon information and belief, the only approval by taxpayers for the collection and expenditure of tax revenues by Sand Hills has been pursuant to the 2004 Service Plan. Sand Hills has, through its funding agreement with United Water & Sanitation District and otherwise, collected and disbursed revenues on matters or projects entirely unrelated to the services described in the 2004 Service Plan. 68. Accordingly, Sand Hills has illegally collected and disbursed tax revenues and must refund those revenues with interest. 69. A mandatory injunction should issue as described in the Prayer for Relief infra. FIFTH CLAIM FOR RELIEF (Action for Declaratory Relief pursuant to C.R.S. § 13-51-101 et seq.) 70. Plaintiffs BBC and Bonanza Creek incorporate the preceding allegations of their Complaint as though set forth fully herein. 71. Pursuant to Colorado's Declaratory Judgment Act, C.R.S. § 13-51-101 et seq., this Court has the "power to declare rights, status, and other legal relations" of the parties herein. C.R.S. § 13-51-105. 72. Plaintiffs BBC and Bonanza Creek seek declarations that: (a) The exclusion of the District's original boundaries within Lochbuie either (i) constituted the creation of a new district requiring the Weld County Board of Commissioners' approval or (ii) constituted a material modification of the 2004 Service Plan, requiring approval by the Town of Lochbuie; (b) Since its organization, Sand Hills has not provided or attempted to provide any of the services or facilities in the 2004 Service Plan for which the District was organized nor has it otherwise conformed with that plan; (c) Sand Hills' actions — including, without limitation, entering into a funding agreement with United Water & Sanitation District—are unauthorized, illegal, and ultra vires because those actions (i) lack any link to the 2004 Service Plan or district inhabitants, (ii) do not address any need or bestow any benefit upon taxpayers within of the District, and (iii) were not approved by taxpayers as required by TABOR; - 10 - (d) Sand Hills must submit its 2004 Service Plan and any amendments thereto to the Weld County Board of County Commissioners as that is the proper governing body of a special district located entirely outside Lochbuie and inside Weld County; and (e) Pursuant to C.R.S. § 32-1-701 et seq., the District should be dissolved. PRAYER FOR RELIEF WHEREFORE, Plaintiffs Bill Barrett Corporation and Bonanza Creek Energy, Inc. respectfully request that the Court enter judgment in their favor and against Defendant Sand Hills Metropolitan District and grant relief as follows: 1. A preliminary and permanent injunction against Defendant Sand Hills prohibiting it from certifying mill levies, collecting taxes, making expenditures, and transferring any of its assets or revenues; 2. An order declaring that: (a) The exclusion of the original Altamira Metropolitan District No. 6 property from Sand Hills Metropolitan District either (i) constituted the creation of a new district requiring the Weld County Board of Commissioners' approval or (ii) constituted a material modification of Sand Hills Metropolitan District's 2004 Service Plan, requiring approval of same by the Town of Lochbuie; (b) Since its inception in 2004, Sand Hills Metropolitan District has not provided or attempted to provide any of the services or facilities for which it was organized, nor has it otherwise conformed with that plan; (c) Sand Hills' actions— including, without limitation, entering into a funding agreement with United Water & Sanitation District—are unauthorized, illegal, and ultra vires because those actions (i) lack any link to the 2004 Service Plan or district inhabitants, (ii) do not address any need or bestow any benefit upon taxpayers within of the District, and (iii) were not approved by taxpayers as required by TABOR; (d) Sand Hills Metropolitan District must submit its 2004 Service Plan and any amendments thereto to the Weld County Board of County Commissioners as that is the proper governing body of a special district located entirely outside the boundaries of the Town of Lochbuie and inside Weld County; - 11 - ti (e) Sand Hills Metropolitan District is enjoined from(i) expending any funds or delivering any funds to other individuals or entities including United Water & Sanitation District, (ii) constructing any facilities including any facilities described in its September 2013 "Updated and Revised" service plan or September 16, 2013 "notice," or(iii) certifying or levying any further taxes, levies, fees, tolls, or charges, or issuing any bonds or other financial obligations; (f) Sand Hills Metropolitan District must develop a plan as provided by TABOR to refund to BBC and Bonanza Creek the revenues it has collected, with 10% annual simple interest, and the reasonable attorney fees and costs, within 20 days; and (g) Pursuant to C.R.S. § 32-1-701 et seq.,the Sand Hills Metropolitan District should be dissolved. 3. Costs; 4. Reasonable attorneys' fees; 5. Pre-judgment and post-judgment interest to the extent permitted by law; and 6. Such other and further relief as the Court may deem proper and just. Dated this 1st day of November, 2013 s/R. Kirk Mueller R. Kirk Mueller, #16746 Ann T. Lebeck, #42424 DAVIS GRAHAM&STUBBS LLP Attorneys for Plaintiffs Bill Barrett Corporation and Bonanza Creek Energy, Inc. - 12 - CLERK TO THE BOARD PHONE: (970) 336-7215, EXT. 5226 1861 FAX: (970) 352-0242 1150 O STREET IATr 1",," P.O. BOX 758 +n /� GREELEY, COLORADO 80632 \ G■iOUJ�,NTY April 2, 2014 Bill Barrett Corporation 1099 18th Street, Suite#2300 Denver, CO 80202 RE: SCHEDULE NUMBER E3261805 + Dear Property Owner: This is to advise you that the Weld County Board of Commissioners will hear your petition for abatement or refund of taxes on the property described as: various sites. The meeting is scheduled for April 23, 2014, at 9:00 a.m., in the Chambers of the Board of County Commissioners of Weld County, Colorado, Weld County Administration Building, 1150 O Street, Assembly Room, Greeley, Colorado 80631. The Assessor is recommending that the Board deny your petition. You are not required to be present at this hearing; however, this is your opportunity to have your position heard, especially if your position is opposed to the Assessor's recommendation. If you intend to submit any documentation in support of your position for this hearing, all such documentation must be submitted to the Office of the Clerk to the Board and to the Weld County Assessor's Office at least seven calendar days prior to the meeting date in order for it to be considered at the scheduled hearing. If you have any questions concerning this matter, please do not hesitate to contact me at (970)336-7215, Extension 5226. Sincerely, C4frctigiL,CA Jeadt.-- Rafaela A. Martinez Deputy Clerk to the Board cc: Assessor 4. a3- aoW CLERK TO THE BOARD 1861_yC'� PHONE: (970) 336-7215, Ext. 5226 EO FAX: (970) 352-0242 1150 O STREET P.O. BOX 758 \ GREELEY, COLORADO 80632 <> May 5, 2014 Bill Barrett Corporation 1099 18th Street Suite 2300 Denver, CO 80202 RE: SCHEDULE NUMBER E3261805+ Dear Property Owner: On April 23, 2014, the Board of Weld County Commissioners considered your petition for abatement or refund of taxes and denied same. Pursuant to Section 39-2-125(f), C.R.S., you have the right to appeal this decision to the State Board of Assessment Appeals within thirty days. You may obtain the appropriate forms and instructions from: Board of Assessment Appeals, Department of Local Affairs, 1313 Sherman Street, Room 315 Denver, CO 80203 Phone: 303-866-5880 In preparation for appealing to the State Board of Assessment Appeals you may also go to the following state link to obtain any further information you may need to proceed, http://www.dola.state.co.us/baa/index.htm Very truly yours, cgca___ a. Rafaela A. Martinez Deputy Clerk to the Board cc: Assessor RM/eg U.S. Postal SerVICeTM CERTIFIED MAIL. RECEIPT (Domestic Mall Only;No Insurance Coverage Provided) DU co O P- l Lri i T Postage i s m l-- I O Certified Fee I O _, Postmark I:3 Return Receipt Fee Here (Endorsement Required) �� Restricted Delivery Fee r I 0' (Endorsement Required) _J c0ru Total Postage A Fees $ _I S OI O Sent To l7 G `,��[yyl I��.Ckirao raetl�A. 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