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Home My WebLink AboutThe Tree Farm Service Plan_20180622SERVICE PLAN FOR TREE FARM METROPOLITAN DISTRICT EAGLE COUNTY, COLORADO Prepared by Spencer Fane LLP 1700 Lincoln Street, Suite 2000 Denver, CO 80203 June 22, 2018 i TABLE OF CONTENTS I. INTRODUCTION ................................................................................................ 1 II. PURPOSE OF THE DISTRICT ......................................................................... 1 III. DISTRICT FRAMEWORK ................................................................................ 2 IV. NEED FOR DISTRICT ........................................................................................ 2 V. LOCATION AND BOUNDARIES ..................................................................... 2 VI. ASSESSED VALUATION/PROJECTIONS/LAND USE/POPULATION .... 2 VII. POWERS AND RESPONSIBILITIES ............................................................... 3 VIII. DISTRICT SERVICES, FACILITIES, AND IMPROVEMENTS .................. 3 IX. EXISTING AND PROPOSED AGREEMENTS ............................................... 7 X. FINANCIAL INFORMATION ........................................................................... 7 XI. DEVELOPER ADVANCES AND REIMBURSEMENTS ............................... 9 XII. ANNUAL REPORT ............................................................................................ 10 XIII. MODIFICATION OF SERVICE PLAN .......................................................... 10 XIV. DISCLOSURE STATEMENT .......................................................................... 10 XV. DISSOLUTION ................................................................................................... 10 XVI. DEFINITIONS .................................................................................................... 11 XVII. STATUTORY FINDINGS AND CONCLUSIONS ......................................... 12 ii EXHIBITS Exhibit A Vicinity Map Exhibit B Legal Description Exhibit C District Boundary Map Exhibit D Cost of Improvements Exhibit E Map of Improvements Exhibit F Financial Plan Service Plan for Tree Farm Metropolitan District Eagle County, Colorado Page 1 I. INTRODUCTION This service plan (the “Service Plan”) for the Tree Farm Metropolitan District (the “District”) is for a metropolitan district organized under Title 32 of the Colorado Revised Statutes to serve the public improvement and service needs of the mixed use development known as The Tree Farm (the “Project”). The Project is being developed by Woody Ventures, LLC (the “Developer”). The District is generally located north of State Highway 82 adjacent to the intersection of Willits Drive and Tree Farm Drive (see Exhibit A, Vicinity Map) and contains approximately 43.76 acres (see Exhibit B, Legal Description, and Exhibit C, District Boundary Map). Pursuant to the requirements of the Control Act, C.R.S. § 32-1-201, et seq., as amended, the following items are included in this Service Plan: 1. A description of the proposed services; 2. A financial plan showing how the proposed services are to be financed, including the proposed operating revenue derived from property taxes for the first budget year of the District, which shall not be materially exceeded except as authorized pursuant to Sections 32-1- 207 or 29-1-302, C.R.S.; 3. A preliminary engineering or architectural survey showing how the proposed services are to be provided; 4. A map of the District boundaries and an estimate of the population and valuation for assessment of the District; 5. A general description of the facilities to be constructed and the standards of such construction, including a statement of how the facility and service standards of the District are compatible with facility and service standards of the County, and of municipalities and special districts which are interested parties pursuant to Section 32-1-204 (1); 6. A general description of the estimated cost of acquiring land, engineering services, legal services, administrative services, initial proposed indebtedness and estimated proposed maximum interest rates and discounts, and other major expenses related to the organization and initial operation of the District; and 7. A description of any arrangement or proposed agreement with any political subdivision for the performance of any services between the District and such other political subdivision. Exhibits A through G,attached hereto, are hereby incorporated into the Service Plan. II. PURPOSE OF THE DISTRICT The purpose of the District is to provide public improvements and services for the benefit Service Plan for Tree Farm Metropolitan District Eagle County, Colorado Page 2 of all anticipated inhabitants and taxpayers of the District, either within or without its boundaries. The District also serves to finance and oversee the construction of these public improvements and to provide for ongoing operations and maintenance services. III. DISTRICT FRAMEWORK The District will be organized under a single district structure and will be responsible for all aspects of providing the public improvements and services authorized under this Service Plan. IV. NEED FOR DISTRICT There are currently no other governmental entities, including the County, located in the immediate vicinity of the District that consider it desirable, feasible, or practicable to undertake the planning, design, acquisition, construction, installation, relocation, redevelopment, financing, and ongoing operations of the public improvements needed for the Project. Formation of the District is therefore necessary in order for the public improvements and services required for the Project to be provided in the most economical manner possible. V. LOCATION AND BOUNDARIES The District is located north of State Highway 82 adjacent to the intersection of Willits Drive and Tree Farm Drive. A vicinity map is attached hereto as Exhibit A. The area of the initial District’s boundary encompasses approximately 43.76 acres. A legal description of the District’s boundaries is attached hereto as Exhibit B. A map of the initial District’s boundaries is attached hereto as Exhibit C. It is anticipated that the District’s boundaries may change from time to time as it undergoes inclusions and exclusions pursuant to C.R.S. §§ 32-1-401, et seq., and C.R.S. §§ 32-1- 501,et seq., as amended. Future inclusion and exclusion areas, if any, are identified in Exhibit C. Prior to any inclusions or exclusions that are not identified in Exhibit C, the District shall provide forty-five (45) days published notice and written notice to the Board of County Commissioners pursuant to C.R.S. § 32-1-207(3)(b). If, within such forty-five (45) day period, the Board of County Commissioners objects to the inclusion or exclusion, then the inclusion or exclusion shall be prohibited and constitute a material modification of this Service Plan requiring an amendment, pursuant to Section XIII of the Service Plan and C.R.S. § 32-1-207(2). VI. ASSESSED VALUATION/PROJECTIONS/LAND USE/POPULATION The current assessed value of property within the initial boundaries of the District is considered to be zero ($0.00) for the purposes of this Service Plan. The estimated assessed value at full build-out is approximately $25,337,217, and is expected to be sufficient to reasonably discharge the District’s anticipated Debt under the Financial Plan. It is anticipated that the District will include approximately 348 residential units and approximately 135,000 net square feet (NSF) of commercial development. Based upon an estimated 2.4 persons per residence, the population of the District at build-out is expected to be approximately 835 residents. Service Plan for Tree Farm Metropolitan District Eagle County, Colorado Page 3 Approval of this Service Plan by the County does not constitute nor imply approval of the development of a specific area within the District, nor does it constitute or imply approval of the number of residential units or the total site/floor area of commercial or industrial buildings identified in this Service Plan or any of the exhibits attached hereto, unless such land use plans have been approved by the Board of County Commissioners as part of a separate development review process. VII. POWERS AND RESPONSIBILITIES The District shall have the power and authority to provide the Public Improvements and related operation and maintenance services within and without the boundaries of the District as such power and authority is permitted by the Special District Act, this Service Plan, and other applicable statutes, common law, and the Colorado Constitution, subject to the limitations set forth herein. A. General Powers The District shall have the authority to construct, operate, and maintain the facilities and services as described in the Special District Act and Section VIII.A of this Service Plan. B. Miscellaneous Powers In addition to the powers enumerated above, the District’s Board shall have the power and authority: 1. To amend this Service Plan as provided in the Special District Act and in Section XIII of this Service Plan, Modification of Service Plan; 2. To forego, reschedule, or restructure the financing and construction of certain improvements and facilities in order to better accommodate the pace of growth, resource availability, and potential inclusions and exclusions of property within the District; 3. To have and exercise all rights and powers necessary or incidental to, or implied from, the specific powers granted to the District in this Service Plan; and 4. To have and exercise the power of eminent domain, but only as necessary to construct, install, access, relocate or redevelop the Public Improvements identified in this Service Plan. Any other use of eminent domain shall require the District to provide forty-five (45) days published notice and written notice to the Board of County Commissioners pursuant to C.R.S. § 32-1-207(3)(b). If, within such forty-five (45) day period, the Board of County Commissioners objects to the use of eminent domain, then it shall be prohibited and constitute a material modification of this Service Plan requiring an amendment, pursuant to Section XIII of the Service Plan and C.R.S. § 32-1-207(2). VIII. DISTRICT SERVICES, FACILITIES, AND IMPROVEMENTS Service Plan for Tree Farm Metropolitan District Eagle County, Colorado Page 4 A. Services and Facilities The District shall have the authority to provide services and public improvements pursuant to the Special District Act, as amended, including but not limited those described in this section, unless otherwise expressly limited herein. In addition, the District shall have the power and authority to contract with other private or governmental entities to provide any or all of the public improvements and services the District is authorized or empowered to provide. 1. Water The District is located within the boundaries of Mid Valley Metropolitan District. The District shall not have the authority to provide water services or improvements, and shall not duplicate or interfere with any water services or improvements provided by the Mid Valley Metropolitan District. 2. Nonpotable Irrigation Water The District shall have the power and authority to finance, construct, operate and maintain an irrigation (non-potable) water system as incidental to and in connection with its other public improvement and service powers described herein, including, but not limited to, water rights, water supply, storage, transmission, and distribution systems for irrigation and other public non-potable purposes. 3. Storm Sewer The District shall have the power and authority to finance, design, construct, acquire, install, maintain, and provide for flood and surface drainage improvements, including, but not limited to, culverts, dams, retaining walls, access way inlets, detention and retention ponds, paving, roadside swales, curbs and gutters, disposal works and facilities, water quality facilities, and all necessary and proper equipment, with all necessary, incidental and appurtenant facilities including but not limited to nonpotable irrigation facilities to irrigate and maintain the same, land and easements, together with extensions and improvements thereto. 4. Sanitation and Wastewater Treatment The District is located within the boundaries of Mid Valley Metropolitan District. The District shall not have the authority to provide sanitation and wastewater treatment services or improvements, and shall not duplicate or interfere with any sanitation and wastewater treatment services or improvements provided by the Mid Valley Metropolitan District. 5. Street Improvements The District shall have the power and authority to finance, design, construct, acquire, install, maintain, and provide for arterial and collector streets and roadway improvements including, but not limited to, bridges, curbs, gutters, culverts, storm sewers and drainage facilities, detention and retention ponds, retaining walls and appurtenances, sidewalks, Service Plan for Tree Farm Metropolitan District Eagle County, Colorado Page 5 paving, lighting, grading, landscaping, streetscaping, placement of underground utilities, snow removal, tunnels, landscape and nonpotable irrigation, and other street improvements, and architectural enhancements to any or all of the above, with all necessary and incidental and appurtenant facilities, land and easements, together with extensions and improvements thereto. 6. Traffic Safety Protection The District shall have the power and authority to finance, design, construct, acquire, install, maintain, and provide for safety protection through traffic control devices and safety controls on streets, as well as such other facilities and improvements as are necessary or prudent, including, but not limited to, signalization at intersections, traffic signs, area identification signs, directional assistance and driver information signs, with all necessary and incidental and appurtenant facilities, and land and easements, together with extensions and improvements thereto. All traffic and safety control devices will be consistent with and in compliance with County rules and regulations. 7. Television Relay and Translation The District shall have the power and authority to finance, design, construct, install, acquire, operate, and maintain television relay and translator facilities, with all necessary and incidental and appurtenant facilities, land and easements, together with extensions and improvements thereto. 8. Mosquito Control The District shall have the power and authority to finance, design, construct, acquire, install, operate, maintain, and provide for systems and methods for elimination and control of mosquitoes. 9. Covenant Enforcement and Design Review The District shall have the power and authority to provide covenant enforcement and design review services subject to the limitations set forth in C.R.S. § 32-1-1004(8), as amended. 10. Security The District shall have the power and authority to provide security services within the boundaries of the District, subject to the limitations set forth in C.R.S. § 32-1-1004(7), as amended. In no way are this power and authority intended to limit or supplant the responsibility and authority of local law enforcement (i.e., the Eagle County Sheriff’s Department) within the boundaries of the District. It is anticipated that the District will enter into and intergovernmental agreement with the Eagle County Sheriff’s Department to provide security services within the District. 11. Park and Recreation Service Plan for Tree Farm Metropolitan District Eagle County, Colorado Page 6 The District is located within the boundaries of the Crown Mountain Park and Recreation District. The District shall not have the authority to provide park and recreation services or improvements, and shall not duplicate or interfere with any park and recreation services or improvements provided by the Crown Mountain Park and Recreation District. 12. Fire Protection The District is located within the boundaries of the Basalt & Rural Fire Protection District. The District is not authorized to provide fire protection services or improvements and shall not duplicate or interfere with any fire protection services or improvements provided by the Basalt & Rural Fire Protection District. The authority to plan for, design, acquire, construct, install, relocate, redevelop, finance, operate or maintain fire hydrants and related fire protection improvements incidental to and in connection with the District’s other public improvement and service powers described herein shall not be limited by this subsection. B. Estimated Costs and Phasing of Improvements An estimate of the costs of the District’s proposed Public Improvements is approximately $15,498,625 as shown in Exhibit D. All descriptions of the Public Improvements proposed to be constructed, and their related costs, are estimates only and are subject to modification as engineering, development plans, economics, the County’s requirements, and construction scheduling may require. The District will continue to develop and refine cost estimates contained herein and prepare for issuance of Debt. All construction cost estimates assume construction to applicable local, State, or Federal requirements. Maps showing the preliminary location of the proposed Public Improvements are attached hereto as Exhibit E. Phasing of construction shall be determined by the District to meet the needs of taxpayers within its boundaries. The District shall own, maintain, and replace public improvements constructed, installed, or acquired by the District or shall dedicate such public improvements to such other entity as shall accept dedication, subject to any limitations specified in this Service Plan. In all instances, the District shall ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the County or other such entity that may have authority over such design and construction. The District shall obtain approval of civil engineering and other plans and any applicable permits for the construction and installation of Public Improvements from the County and/or other appropriate regulatory agencies. C. Services to be Provided by Other Governmental Entities The District is located within the boundaries of the Basalt & Rural Fire Protection District. Fire protection services will be provided to the Project by Basalt & Rural Fire Protection District. Service Plan for Tree Farm Metropolitan District Eagle County, Colorado Page 7 The District is also located entirely within the boundaries of the Mid Valley Metropolitan District (“Mid Valley”). It is anticipated that potable water and sanitation and wastewater treatment services will be provided to the Project by Mid Valley, and the Developer and Mid Valley will enter into a water and sanitary sewer facilities and services agreement regarding Mid Valley’s service to the Project whereby all potable water and sanitation and wastewater treatment facilities necessary to connect the Project to Mid Valley’s systems will be constructed by the Developer and dedicated to Mid Valley. IX. EXISTING AND PROPOSED AGREEMENTS A. Existing Agreements None. B. Proposed Agreements i. Eagle County Sheriff’s Department It is anticipated that the District will enter into an intergovernmental agreement with the Eagle County Sheriff’s Department to provide security services within the District. X. FINANCIAL INFORMATION A. General This section describes the nature, basis, and method of funding the District’s Public Improvements. A detailed Financial Plan and statement of assumptions is contained in Exhibit F. B. Financial Plan The Financial Plan demonstrates that the District has the ability to finance the Public Improvements identified herein, will be capable of discharging the indebtedness on a reasonable basis, and will operate on a sound fiscal basis. C. Identification of District Revenue The District will impose a mill levy on taxable property within its boundaries as a primary source of revenue for repayment of Debt and for operations and maintenance. The District may also rely upon various other revenue sources authorized by law. At the District’s discretion, these may include the power to assess fees, rates, tolls, penalties, or charges as provided for in C.R.S. § 32-1-1001(1), as amended. In the event of legislation implementing changes in the ratio of actual valuation to assessed valuation for real property, pursuant to Article X, section 3(1)(b) of the Colorado Constitution, the District’s mill levy may be increased or decreased as to all taxable property in Service Plan for Tree Farm Metropolitan District Eagle County, Colorado Page 8 the District to reflect such changes so that, to the extent possible, the actual tax revenues generated by the mill levy, as adjusted, are neither diminished nor enhanced as a result of such changes (“Gallagher Adjustment”). If there are changes in the method of calculating assessed valuation or any constitutionally mandated tax credit, cut, or abatement, the District’s mill levy may be increased or decreased to reflect such changes, such increases or decreases to be determined by the Board in good faith so that to the extent possible, the actual tax revenue generated by the mill levy are neither diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in the ratio of actual valuation shall be deemed to be a change in the method of calculating assessed valuation. D. Debt Service Mill Levy The District is authorized to impose a mill levy to support the debt service of the District as provided in C.R.S. § 32-1-1001, as amended. It is expected that an initial debt service mill levy of 35.000 mills will produce revenue sufficient to support debt service costs through the anticipated bond repayment period (see Exhibit F, Financial Plan). At such time as the District’s Debt is equal to or less than fifty percent (50%) of the District’s assessed valuation, either on the date of issuance or at any time thereafter, the debt service mill levy to be imposed to pay the Debt may be unlimited as to rate, and may be levied at the rate necessary to pay the debt service on such Debt, provided however that under such circumstances the District shall not issue additional Debt that would cause the aggregate Debt to exceed 50% of the District’s then assessed value. For the purposes of the forgoing, the District may provide that such Debt shall remain secured by such unlimited mill levy, notwithstanding any subsequent change in the District’s Debt to assessed valuation ratio. E. Operations and Maintenance Mill Levy The District is authorized to impose a mill levy to support the operations and maintenance of District services and public improvements. It is anticipated that an initial operations and maintenance mill levy of 10.000 mills will produce revenue sufficient to support the operations and maintenance of District services and public improvements (see Exhibit F, Financial Plan). F. Public Improvement Fees and Sales Tax The County’s PUD approval for the Project generally requires that the Project utilize a public improvement fee (“PIF”) or metropolitan district sales tax in order to equalize the effective sales tax levels between the Project in Eagle County and adjacent commercial developments within the Town of Basalt. As a result, in addition to the District’s mill levies and any other fees, rates, tolls, penalties, or charges of the District authorized or described herein, it is anticipated that the Developer will establish one or more public improvement fee covenants (“PIF Covenants”) on the Project, which PIF Covenants may impose a PIF on all taxable sales within the Project (a “Retail PIF”) and/or a PIF on all lodging within the Project (a “Lodging PIF”), and pledge the revenues associated with such PIFs to the District to be utilized by the District as all other legally available revenues. In the alternative, or in conjunction with any PIF Service Plan for Tree Farm Metropolitan District Eagle County, Colorado Page 9 Covenants, the District may impose a sales tax on all taxable sales within the Project consistent with Section 32-1-1106, C.R.S. For the purposes of this Service Plan, the Financing Plan includes projected revenues associated with a proposed 3.0% Retail PIF and a proposed 4.0% Lodging PIF. G. District Expenditures The estimated cost of the Public Improvements, in current dollars, that are expected to be provided by the District is $15,498,625, as detailed in Exhibit D. It is anticipated that any Public Improvements costs not able to be financed by the District will be borne by the Developer. The District will require operating funds to plan and cause the Public Improvements contemplated herein to be constructed, operated, and maintained as permitted herein. Such costs are expected to include reimbursement of organizational costs, legal, engineering, accounting, bond issuance costs, and compliance with State budgeting, audit, and reporting, and other administrative and legal requirements. The organizational costs for the District for legal, engineering, surveying, and accounting services are estimated to be $75,000. The first year’s operating budget is estimated to be $50,000. H. Debt 1. Maximum Term of Debt The District may issue Debt only as permitted by statute and the Colorado Constitution. The maximum term of any bond issue shall be thirty (30) years from the original date of issuance, excluding any refunding or refinancing of the same. 2. Maximum Voted Interest Rate and Maximum Underwriting Discount The interest rate on any Debt is limited to the market rate at the time the Debt is issued. In the event of a default, the maximum voted interest rate on any Debt shall not exceed twelve percent (12%). The maximum underwriting discount shall be five percent (5%). Debt, when issued, shall comply with all relevant requirements of this Service Plan, State law, and Federal law as is then applicable to the issuance of public securities. XI. DEVELOPER ADVANCES AND REIMBURSEMENTS The District anticipates receiving initial funding for both capital and ongoing administrative requirements from Developer advances. Such advances may be made to the District subject to the District’s obligation to reimburse the same, as may be evidenced by short- term reimbursement agreements or other acceptable agreements or resolutions. Such advances, which the Board is obligated to appropriate on an annual basis, may be repaid by the District from bond proceeds or other legally available sources of revenue. Developer advances shall be subordinate to the District general obligation bonds and refinancing of the same shall not require County approval. Service Plan for Tree Farm Metropolitan District Eagle County, Colorado Page 10 XII. ANNUAL REPORT The District shall be responsible for submitting an annual report to the County no later than March 1 of each year in accordance with the procedures set forth in C.R.S. § 32-1-207(3)(c) and (d), as amended. XIII. MODIFICATION OF SERVICE PLAN Pursuant to C.R.S. § 32-1-207, as amended, the District shall obtain prior written approval of the County before making any material modification to this Service Plan. Material modifications require a Service Plan amendment and include modifications of a basic or essential nature, including, but not limited to, the following: any addition to the types of services provided by the District; a decrease in the level of services; a decrease in the financial ability of the District to discharge the existing or proposed indebtedness; or a decrease in the existing or projected need for organized service in the area. Inclusion of property that is located in a county or municipality with no other territory within the District may constitute a material modification of the Service Plan. In the event the District plans to undertake an action which may not be permitted by this Service Plan, it shall be the District’s responsibility to contact County staff to seek an administrative determination as to whether the action in question is permitted by the Service Plan. If County staff determines that the action may constitute a material modification, the District shall submit a proposal for action to the Board of County Commissioners. Thereafter, the Board of County Commissioners will determine whether the proposed action constitutes a material modification. If the Board of County Commissioners determines that the proposed action constitutes a material modification, then the action shall be prohibited and constitute a material modification of this Service Plan requiring an amendment, pursuant to this Section XIII of the Service Plan and C.R.S. § 32-1-207(2). XIV. DISCLOSURE STATEMENT The District shall provide notice to all purchasers of property in the District regarding the District’s authority to levy and collect ad valorem taxes and to impose and collect rates, fees, tolls, and charges, by recording a disclosure statement against the property within the District with the Office of the Eagle County Clerk and Recorder. Such disclosure statement shall also provide information concerning the structure of the Board and summarize how purchasers may participate in the affairs of the Board. The disclosure statement shall be recorded prior to the issuance of Debt by the District. XV. DISSOLUTION It shall be mandatory for the District to initiate dissolution proceedings when the District has neither any financial obligations nor operations and maintenance obligations. The District may file a petition in the district court for dissolution when there are no financial obligations or outstanding bonds, or any such financial obligations or outstanding bonds are adequately secured by escrow funds or securities meeting the investment requirements in C.R.S. §§ 24-75-601, et Service Plan for Tree Farm Metropolitan District Eagle County, Colorado Page 11 seq.,as amended. The District’s dissolution shall be subject to approval of a plan of dissolution in the district court of the County, pursuant to C.R.S. § 32-1-704, as amended. XVI. DEFINITIONS In this Service Plan, the following terms shall have the meanings indicated below, unless the context hereof clearly requires otherwise: Board: the board of directors of the District Board of County Commissioners: the Board of County Commissioners of Eagle County, Colorado Control Act: Part 2 of Title 32 (Special Districts) of the Colorado Revised Statutes (C.R.S.), which outlines review procedures for service plans for a special district County: Eagle County, Colorado Debt: any bond, note, debenture, contract, or other multiple-year financial obligation of the District payable in whole or in part from ad valorem taxes or other revenues of the District Developer: the owner of the property proposing development of the project District: the Tree Farm Metropolitan District District Boundaries: the boundaries of the area described in the legal description attached hereto as Exhibit B District Boundary Map: the map attached hereto as Exhibit C, showing the District’s boundaries Financial Plan: the Financial Plan described in Section X and attached as Exhibit F, which describes: (a) how the Public Improvements are expected to be financed; (b) how the Debt is expected to be incurred; and (c) the estimated operating revenue derived from property taxes for the first budget year. Project: the development or property commonly referred to as The Tree Farm Public Improvements: the improvements authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped, and financed by the District as generally described in the Special District Act to serve the future taxpayers and inhabitants of the District as determined by the Board of the District Service Plan: the service plan for the District approved by the Board of County Commissioners Special District Act: C.R.S. § 32-1-101, et seq., as amended Service Plan for Tree Farm Metropolitan District Eagle County, Colorado Page 12 State: the State of Colorado XVII. STATUTORY FINDINGS AND CONCLUSIONS It is submitted that this Service Plan for the District, as required by C.R.S. § 32-1-203, as amended, establishes that: 1. There is sufficient existing and projected need for organized service in the area to be served by the District; 2. The existing service in the area to be served by the District is inadequate for present and projected needs; 3. The District is capable of providing economical and sufficient service to the area within its boundaries; 4. The area to be included in the District has, or will have, the financial ability to discharge the indebtedness on a reasonable basis; 5. Adequate service is not, or will not be, available to the area through the County or other existing municipal or quasi-municipal corporations, including existing special districts, within a reasonable time and on a comparable basis; 6. The facility and service standards of the District are compatible with the facility and service standards of each county within which the District is to be located and each municipality which is an interested party under C.R.S. § 32-1-204(1), as amended; 7. The proposal is in substantial compliance with the Eagle County Comprehensive Plan, as amended, adopted pursuant to C.R.S. § 30-28-106, as amended; 8. The proposal is in compliance all applicable duly adopted county, regional, or state long-range water quality management plan(s) for the area; and 9. The creation of the District will be in the best interests of the area to be served. Exhibit A Vicinity Map Exhibit B Legal Description Exhibit C District Boundary Map Exhibit D Cost of Improvements PUBLIC IMPROVEMENTS (BY CATEGORY) PROJECTED COST Tree Farm Drive / Willits Ln Road and SH82 Intersection Improvements Tucker ROW/Easement 404,000.00 Engineering and Construction Costs 1,293,403.00 Landscaping 378,294.00 The Tree Farm/Willits RFTA Underpass and Park and Ride Facilities Contribution Engineering 52,500.00 Underpass Cost Share 857,500.00 Park and Ride Facilities 340,000.00 Removal of median improvements and installation of right out on SH82 566,733.00 Site Work Demolition 226,950.00 Earthwork 604,934.00 Pavement Improvements Streets, Sidewalks and Trail 2,566,828.00 Underpass Interconnection Improvements Plaza Walls 264,347.00 Underpass Connection 250,558.00 Stormwater Improvements 1,657,080.00 Nonpotable Irrigation Water Improvements 583,259.00 Utility Corridors 502,508.00 Landscape Improvements 2,028,416.00 Mobilization and Construction Requirements 462,625.00 Misc. Site Improvements 322,452.00 Minor Contract Revisions (contingency) 500,000.00 Project Contingency (10% of all projected costs)1,386,238.7 Insurance and Other Construction Related Expenses (Fees/Add'l Engineering)250,000.00 TOTAL PROJECTED PUBLIC IMPROVEMENT COSTS 15,498,625.70 Exhibit E Map of Improvements Exhibit F Financial Plan Summary of Financing Assumptions May 10, 2018 Tree Farm Metropolitan District Financial Plan Service Plan Submission Numbers We have prepared the following Financial Plan for the initial formation of the Tree Farm Metropolitan District. This Financial Plan is based upon development information that has been provided to us by the Geronimo Ventures, LLC (“District Organizer”). Based upon the assumptions below, the Financial Plan demonstrates that the District has the ability to finance a significant portion of the public improvements identified within the Service Plan and will be capable of discharging that indebtedness on a reasonable basis. It is anticipated that the District will impose a mill levy on all taxable property within its boundaries and this mill levy will be used as the primary source of revenue for repayment of this debt and for operations and maintenance. In addition to this mill levy it is anticipated that the District will levy a 3% public improvement fee on taxable retail sales (“PIF”) and 4% public improvement fee on lodging. This forecast is based upon certain assumptions with facts and circumstances as we know them today and sets forth a reasonable estimate of growth within the development. Since events and circumstances frequently do not occur as expected there will usually be differences between the forecasted and actual results. The following is a summary of the assumptions used in preparation of the Financial Plan. : Total Residential Apartment (MR) Units Built 234 Average Market Value Per Unit $400,000 Total Residential Apartment (Afford) Units Built 48 Average Market Value Per Unit $275,000 Total Residential Condo Units Built (MR) 34 Average Market Value Per Unit $500,000 Total Residential Condo Units Built (Afford) 10 Average Market Value Per Unit $350,175 Total Residential Townhome Units Built 22 Average Market Value Per Unit $750,000 Total Hotel Square Feet Built 60,551 Average Market Value Per Square Foot $300 Total Restaurant/Retail Square Feet Built 52,041 Average Market Value Per Square Foot $450 Total Office Square Feet Built 22,303 Average Market Value Per Square Foot $300 Construction Cost Annual Inflation 2018-2025 = 2% Reappraisal Appreciation 2% Biennial Total District Market Value at Full Build out $192,076,289 Total District Assessed Value at Full Build out $25,337,217 50% Build-Out Reached ~6 Years Full Build-Out Reached ~8 Years Anticipated Mill Levy for Debt 35.000 Anticipated Mill Levy for O&M 10.000 Anticipated PIF for Retail Sales 3.0% Anticipated PIF for Lodging 4.0% Estimated Bond Interest Rate 6.00% Bond Issuance Years 2020 & 2022 Anticipated Bond Term 30 Years Debt Capacity $17,635,000 Net Project Funds $14,467,720 As we’ve described above the financing plan proposes an ultimate build-out over the next 6 years with a mix of multifamily residential, retail and commercial property development. The model assumes 35 debt service mills for the residential and 35 debt service mills for the commercial property. The District also receives public improvement fees and specific ownership taxes to support the Districts’ debt service payments. As a result of the financial modeling, the bonding capacity of the District is $17,635,000. It is anticipated that the District will issue debt at the appropriate time as the capital markets will allow based on the buildout at that point in time. All of the revenues pledged to debt service are dependent solely upon the timely build-out at the projected market and assessed values per unit. Based upon the assumptions contained therein and its professional opinion, the Tree Farm Metropolitan District is expected to retire all Debt referenced in the Financial Plan within the restrictions set forth in the Service Plan. The forecasted absorption schedule is based upon certain assumptions with facts and circumstances as we know them today and sets forth a reasonable estimate of growth within the development. Since events and circumstances frequently do not occur as expected there will usually be differences between the forecasted and actual results. RBC Capital Market believes this financial plan to be reasonable based on the information provided to us and our financial assumptions. The issuance of the bonds will be based upon market conditions at the time of sale. The assumptions as defined above should be viewed in conjunction with the attached Financial Plan. Sincerely, Tom Wendelin Michael Persichitte Director Vice President RBC CAPITAL MARKETS Stated Term 30 YrsEstimated Interest Rate 6.00%Par Amount 6,000,000 11,635,000 17,635,000Premium/(Discount) Principal 17,635,000 Other - Interest 21,432,900 Total Principal & Interest 39,067,900 Less: Capitalized Interest (Principal & Earnings @ 0%) (1,458,480) Less: Debt Service Reserve Fund (Principal & Earnings @ 0%)(1,356,100)Project Fund 4,518,611 9,949,109 14,467,720 Net Debt Service 36,253,320 Maximum Annual Net Debt Service 1,356,100 Debt Service Reserve Fund 461,389 894,711 1,356,100Capitalized Interest 900,000 558,480 1,458,480Issuance Costs - 2% 120,000 232,700 352,700 District D/S Mill Levy 35.000District O&M Mill Levy 10.000Commercial Assessment % 29.00%Residential Assessment % 7.20%PIF Rate - Lodging 4.00%PIF Rate - Restaurant & Retail 3.00%Property Tax Revenue % 52%PIF Revenue % 48% Phase 1 Apartments - Market Rate Yes Residential Jan-20 Jul-21 18 Dec-21 2023 164 400,000 65,600,000 4,723,200 25% 100% 100% 100% 100% 100%Phase 1 Apartments - Affordable Yes Residential Jan-20 Jul-21 18 Dec-21 2023 27 275,000 7,425,000 534,600 25% 100% 100% 100% 100% 100%Phase 2 Hotel Yes Commercial Aug-20 Feb-22 18 Dec-22 2024 60,551 300 18,165,300 5,267,937 5% 50% 100% 100% 100% 100%Phase 2 Restaurant & Retail Yes Commercial Jan-22 Jul-23 18 Dec-23 2025 9,847 450 4,431,105 1,285,020 25% 100% 100% 100%Phase 2 Office Yes Commercial Jan-22 Jul-23 18 Dec-23 2025 4,220 300 1,266,030 367,149 25% 100% 100% 100%Phase 2 Apartments - Market Rate Yes Residential Jan-22 Jul-23 18 Dec-23 2025 70 400,000 28,000,000 2,016,000 25% 100% 100% 100%Phase 2 Apartments - Affordable Yes Residential Jan-22 Jul-23 18 Dec-23 2025 13 275,000 3,575,000 257,400 25% 100% 100% 100%Phase 2 Residential - Affordable School Yes Residential Jan-22 Jul-23 18 Dec-23 2025 8 275,000 2,200,000 158,400 25% 100% 100% 100%Phase 2 Restaurant & Retail Yes Commercial Jan-22 Jul-23 18 Dec-23 2025 27,203 450 12,241,152 3,549,934 25% 100% 100% 100%Phase 2 Office Yes Commercial Jan-22 Jul-23 18 Dec-23 2025 11,658 300 3,497,472 1,014,267 25% 100% 100% 100%Phase 3 Townhomes - For Sale Yes Residential Jan-23 Jul-24 18 Dec-24 2026 22 750,000 16,500,000 1,188,000 25% 100% 100%Phase 3 Loft Condos - Affordable Yes Residential Jan-23 Jul-24 18 Dec-24 2026 10 350,175 3,501,750 252,126 25% 100% 100%Phase 3 Loft Condos - For Sale Yes Residential Jan-23 Jul-24 18 Dec-24 2026 34 500,000 17,000,000 1,224,000 25% 100% 100%Phase 3 Restaurant & Retail Yes Commercial Jan-23 Jul-24 18 Dec-24 2026 14,991 450 6,746,040 1,956,352 25% 100% 100%Phase 3 Office Yes Commercial Jan-23 Jul-24 18 Dec-24 2026 6,425 300 1,927,440 558,958 25% 100% 100% Phase 2 Hotel Yes Commercial Aug-20 Feb-22 60,551 58 100% 3,511,958 7.00% 245,837 80% 100% 100% 100% 100%Phase 2 Restaurant & Retail Yes Commercial Jan-22 Jul-23 9,847 350 100% 3,446,415 3.00% 103,392 50% 100% 100% 100%Phase 2 Restaurant & Retail Yes Commercial Jan-22 Jul-23 27,203 350 100% 9,520,896 3.00% 285,627 50% 100% 100% 100%Phase 3 Restaurant & Retail Yes Commercial Jan-23 Jul-24 14,991 350 100% 5,246,920 3.00% 157,408 50% 100% 100%PIF Sales - Total Beginning Assessed Value---4,477,8479,486,76914,124,73521,469,74125,334,04925,334,04925,837,56225,837,56226,351,146Additions--4,477,8475,008,9224,448,2317,345,0063,438,081-Reappraisal Adjustments----189,735-429,395-506,681-516,751-D/S Property Tax Revenue--156,725332,037494,366751,441886,692886,692904,315904,315922,290922,290Treasurer's Fee - 2.00%--(3,134)(6,641)(9,887)(15,029)(17,734)(17,734)(18,086)(18,086)(18,446)(18,446)PIF Taxable Sales - Hotel--2,809,5663,547,0783,582,5483,618,3743,654,5583,691,1033,728,0143,765,2943,802,9473,802,947PIF Taxable Sales - Restaurant & Retail---6,548,49215,904,14518,766,14018,953,80219,143,34019,334,77319,528,12119,723,40219,723,402PIF Sales Rate - HotelPIF Sales Rate - Restaurant & RetailPIF Revenue - Hotel--196,670248,295250,778253,286255,819258,377260,961263,571266,206266,206PIF Revenue - Restaurant & Retail---196,455477,124562,984568,614574,300580,043585,844591,702591,702Collection Fee - 2.00%--(3,933)(8,895)(14,558)(16,325)(16,489)(16,654)(16,820)(16,988)(17,158)(17,158)Debt Service-360,000360,0001,058,1001,143,1001,178,0001,285,5001,296,1001,315,2001,322,2001,337,7001,341,100Capitalized Interest-(360,000)(360,000)(494,145)(244,335)-------DSR Fund------------Surplus Fund Deposits = $1,000,000 - - 346,326 197,296 299,058 157,320 - - - - - -Beginning Balance2,959,7003,196,4763,452,1943,728,3704,026,6394,348,7704,495,6354,463,8844,432,1134,391,4704,346,3334,287,146AdditionsInterest Rate8.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%Interest236,776255,718276,176298,270322,131347,902359,651357,111354,569351,318347,707342,972Payments-----(201,037)(391,402)(388,882)(395,212)(396,454)(406,894)(403,494)Deposits--346,326197,296299,058157,320------Interest at 0.00%------------O&M Property Tax Revenue--44,77894,868141,247214,697253,340253,340258,376258,376263,511263,511O&M Expenditures(20,000)(25,000)(30,000)(60,000)(141,000)(214,000)(253,000)(253,000)(258,000)(258,000)(263,000)(263,000) Beginning Assessed ValueAdditionsReappraisal AdjustmentsD/S Property Tax RevenueTreasurer's Fee - 2.00%PIF Taxable Sales - HotelPIF Taxable Sales - Restaurant & RetailPIF Sales Rate - HotelPIF Sales Rate - Restaurant & RetailPIF Revenue - HotelPIF Revenue - Restaurant & RetailCollection Fee - 2.00%Debt ServiceCapitalized InterestDSR FundSurplus Fund Deposits = $1,000,000Beginning BalanceAdditionsInterest RateInterestPaymentsDepositsInterest at 0.00%O&M Property Tax RevenueO&M Expenditures26,351,14626,875,00026,875,00026,875,00026,875,00026,875,00026,875,00026,875,00026,875,00026,875,00026,875,00026,875,000527,023-----------940,625940,625940,625940,625940,625940,625940,625940,625940,625940,625940,625940,625(18,813)(18,813)(18,813)(18,813)(18,813)(18,813)(18,813)(18,813)(18,813)(18,813)(18,813)(18,813)3,802,9473,802,9473,802,9473,802,9473,802,9473,802,9473,802,9473,802,9473,802,9473,802,9473,802,9473,802,94719,723,40219,723,40219,723,40219,723,40219,723,40219,723,40219,723,40219,723,40219,723,40219,723,40219,723,40219,723,402266,206266,206266,206266,206266,206266,206266,206266,206266,206266,206266,206266,206591,702591,702591,702591,702591,702591,702591,702591,702591,702591,702591,702591,702(17,158)(17,158)(17,158)(17,158)(17,158)(17,158)(17,158)(17,158)(17,158)(17,158)(17,158)(17,158)1,353,0001,352,8001,356,1001,352,6001,352,6001,355,8001,351,9001,351,2001,353,4001,353,2001,355,6001,355,300------------------------- - - - - - - - - - - -4,226,6234,155,1904,077,8433,997,6073,907,4533,810,0863,708,1303,594,1173,470,2833,338,7433,196,4793,045,2358.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%338,130332,415326,227319,809312,596304,807296,650287,529277,623267,099255,718243,619(409,563)(409,763)(406,463)(409,963)(409,963)(406,763)(410,663)(411,363)(409,163)(409,363)(406,963)(407,263)------------------------268,750268,750268,750268,750268,750268,750268,750268,750268,750268,750268,750268,750(268,000)(268,000)(268,000)(268,000)(268,000)(268,000)(268,000)(268,000)(268,000)(268,000)(268,000)(268,000) Beginning Assessed ValueAdditionsReappraisal AdjustmentsD/S Property Tax RevenueTreasurer's Fee - 2.00%PIF Taxable Sales - HotelPIF Taxable Sales - Restaurant & RetailPIF Sales Rate - HotelPIF Sales Rate - Restaurant & RetailPIF Revenue - HotelPIF Revenue - Restaurant & RetailCollection Fee - 2.00%Debt ServiceCapitalized InterestDSR FundSurplus Fund Deposits = $1,000,000Beginning BalanceAdditionsInterest RateInterestPaymentsDepositsInterest at 0.00%O&M Property Tax RevenueO&M Expenditures26,875,00026,875,00026,875,00026,875,00026,875,00026,875,00026,875,00026,875,00026,875,00026,875,00026,875,00024,718,087-----------2,169,585940,625940,625940,625940,625940,625940,625940,625940,625940,625940,625940,62528,795,537(18,813)(18,813)(18,813)(18,813)(18,813)(18,813)(18,813)(18,813)(18,813)(18,813)(18,813)(575,911)3,802,9473,802,9473,802,9473,802,9473,802,9473,802,9473,802,9473,802,9473,802,9473,802,9473,802,947123,470,21719,723,40219,723,40219,723,40219,723,40219,723,40219,723,40219,723,40219,723,40219,723,40219,723,40219,723,402611,263,868266,206266,206266,206266,206266,206266,206266,206266,206266,206266,206266,2068,642,915591,702591,702591,702591,702591,702591,702591,702591,702591,702591,702591,70218,337,916(17,158)(17,158)(17,158)(17,158)(17,158)(17,158)(17,158)(17,158)(17,158)(17,158)(17,158)(539,617)1,352,3001,351,6001,352,9001,355,9001,355,3001,351,1002,708,300----39,067,900-----------(1,458,480)------(1,356,100)----(1,356,100)- - - - - - - - - - - 1,000,0002,881,5912,701,8552,507,0402,297,9402,075,1131,833,8591,569,1041,284,270---2,959,700-8.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%8.00%230,527216,148200,563183,835166,009146,709125,528102,742---8,784,583(410,263)(410,963)(409,663)(406,663)(407,263)(411,463)(410,363)(1,387,011)---(11,744,283)-----------1,000,000------------268,750268,750268,750268,750268,750268,750268,750268,750268,750268,750268,7508,227,296(268,000)(268,000)(268,000)(268,000)(268,000)(268,000)(268,000)(268,000)(268,000)(268,000)(268,000)(8,202,000) Principal - - - 85,000 90,000 100,000 105,000 110,000 115,000 125,000 130,000 Coupon 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00%Interest 360,000 360,000 360,000 360,000 354,900 349,500 343,500 337,200 330,600 323,700 316,200 Total P+I - 360,000 360,000 360,000 445,000 444,900 449,500 448,500 447,200 445,600 448,700 446,200 CAPI (360,000) (360,000) (180,000) - - - - - - - - DSR - - - - - - - - - - - Principal - - 35,000 140,000 160,000 190,000 210,000 235,000 255,000 Coupon 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00%Interest 698,100 698,100 698,100 696,000 687,600 678,000 666,600 654,000 639,900 Total P+I - 698,100 698,100 733,100 836,000 847,600 868,000 876,600 889,000 894,900 CAPI (314,145) (244,335) - - - - - - - DSR - - - - - - - - - Principal - - - - 85,000 125,000 240,000 265,000 300,000 325,000 360,000 385,000 Coupon 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00%Interest - 360,000 360,000 1,058,100 1,058,100 1,053,000 1,045,500 1,031,100 1,015,200 997,200 977,700 956,100 Total P+I 360,000 360,000 1,058,100 1,143,100 1,178,000 1,285,500 1,296,100 1,315,200 1,322,200 1,337,700 1,341,100 CAPI - (360,000) (360,000) (494,145) (244,335) - - - - - - - DSR - - - - - - - - - - - - Principal Coupon Interest Total P+I CAPIDSR Principal Coupon Interest Total P+I CAPIDSR Principal Coupon Interest Total P+I CAPIDSR 140,000 145,000 155,000 165,000 175,000 185,000 195,000 210,000 220,000 235,000 250,000 265,000 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00%308,400 300,000 291,300 282,000 272,100 261,600 250,500 238,800 226,200 213,000 198,900 183,900 448,400 445,000 446,300 447,000 447,100 446,600 445,500 448,800 446,200 448,000 448,900 448,900 - - - - - - - - - - - - - - - - - - - - - - - - 280,000 300,000 320,000 335,000 355,000 380,000 400,000 420,000 450,000 475,000 505,000 535,000 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00%624,600 607,800 589,800 570,600 550,500 529,200 506,400 482,400 457,200 430,200 401,700 371,400 904,600 907,800 909,800 905,600 905,500 909,200 906,400 902,400 907,200 905,200 906,700 906,400 - - - - - - - - - - - - - - - - - - - - - - - - 420,000 445,000 475,000 500,000 530,000 565,000 595,000 630,000 670,000 710,000 755,000 800,000 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00%933,000 907,800 881,100 852,600 822,600 790,800 756,900 721,200 683,400 643,200 600,600 555,300 1,353,000 1,352,800 1,356,100 1,352,600 1,352,600 1,355,800 1,351,900 1,351,200 1,353,400 1,353,200 1,355,600 1,355,300 - - - - - - - - - - - - - - - - - - - - - - - - Principal Coupon Interest Total P+I CAPIDSR Principal Coupon Interest Total P+I CAPIDSR Principal Coupon Interest Total P+I CAPIDSR 280,000 295,000 315,000 330,000 350,000 375,000 855,000 - - - - 6,000,000 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00%168,000 151,200 133,500 114,600 94,800 73,800 51,300 - - - - 7,609,500 448,000 446,200 448,500 444,600 444,800 448,800 906,300 - - - - 13,609,500 - - - - - - - - - - - (900,000) - - - - - - (461,389) - - - - (461,389) 565,000 600,000 635,000 680,000 720,000 755,000 1,700,000 - - - - 11,635,000 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00%339,300 305,400 269,400 231,300 190,500 147,300 102,000 - - - - 13,823,400 904,300 905,400 904,400 911,300 910,500 902,300 1,802,000 - - - - 25,458,400 - - - - - - - - - - - (558,480) - - - - - - (894,711) - - - - (894,711) 845,000 895,000 950,000 1,010,000 1,070,000 1,130,000 2,555,000 - - - - 17,635,000 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00%507,300 456,600 402,900 345,900 285,300 221,100 153,300 - - - - 21,432,900 1,352,300 1,351,600 1,352,900 1,355,900 1,355,300 1,351,100 2,708,300 - - - - 39,067,900 - - - - - - - - - - - (1,458,480) - - - - - - (1,356,100) - - - - (1,356,100)