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HomeMy WebLinkAboutR14-085 Wolcott Metropolitan Districts Nos. 1-4 Third Extension of Deadlines Commissioner H S -Lt - moved adoption of the following Resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO 4 RESOLUTION NO. 2014 - 1 Approval of Third Extension of Deadlines Contained in Conditions of Approval for the Consolidated Service Plan for the Wolcott Metropolitan Districts Nos. 1-4 File No. SD -3715 WHEREAS, pursuant to the provisions of the "Special District Control Act", Part 2 of Article 1, Title 32, C.R.S., the petitioners of the Wolcott Metropolitan Districts Nos. 1-4 (the "Petitioners") filed a Consolidated Service Plan (the "Service Plan") for the proposed Wolcott Village Planned Unit Development (the "Wolcott PUD") with Eagle County on April 20, 2012; and WHEREAS, the Wolcott PUD, Eagle County File No. PDS-2714,received Sketch Plan approval by the Eagle County Board of County Commissioners (the "BoCC") on February 28, 2012; and WHEREAS, the Service Plan was submitted by Petitioners for approval by Eagle County prior to approval of a Preliminary Plan for the PUD in order to permit submission of the Service Plan to the District Court for the District of Colorado in time to allow submission of bonded indebtedness approval to the eligible voters on such indebtedness in November 2012; and WHEREAS, the Service Plan was reviewed and recommended for approval by the Eagle County Planning Commission by unanimous vote on May 16, 2012; and WHEREAS, at public hearings held on July 3, 2012 and July 10, 2012, the BoCC heard testimony from Eagle County staff and the Petitioners and received and reviewed documentation concerning the Service Plan, and at the conclusion of the public hearing held on July 10, 2012, voted to approve the Service Plan, together with the conditions of approval of the Service Plan. A copy of Resolution No. 2012-080 approving the Service Plan and the Conditions of Approval are attached hereto as Exhibit A; and WHEREAS,the second condition of approval of the Service Plan states that: If the Preliminary Plan has not been approved by the County Commissioners by May 1, 2013, the Districts shall either be put on inactive status pursuant to Section 32-1-104, C.R.S., or be dissolved, with such determination made at the discretion of the Districts' Boards of Directors. The foregoing Preliminary Plan application deadline may be extended by the Board of County Commissioners (the"Preliminary Plan Application Deadline") and; WHEREAS, the third condition of approval of the Service Plan states that: The initial boundaries of all of the Districts shall be identical to the boundaries of the Service District as described in Exhibit B to the Service Plan. Property shall be included (the "Inclusions") into the Taxing Districts' boundaries after the closing of the sale of the real property within the Wolcott Development(the "Closing")by CJC Properties, Limited Partnership and G. Jouflas Ranches LLC to Wolcott Valley Land Investors, LLC (together, the"Parties"). After the Inclusions are completed, the Taxing Districts' boundaries are anticipated to be identical to the boundaries described in Exhibit B to the Service Plan. and; WHEREAS, the fourth condition of approval of the Service Plan states that: If the Closing does not occur by May 1, 2013, the Court Order forming the Districts shall either be rescinded or the Inclusions shall not be effectuated unless such deadline is extended by the unanimous written consent of the Parties in their sole and absolute discretion (the"Closing Deadline"). and; WHEREAS,neither the Closing nor the approval of the Preliminary Plan for PUD were expected to occur by May 1, 2013, and the Petitioners and the applicant for the Preliminary Plan for PUD (the"Applicant") requested that the BoCC extend the Preliminary Plan Application Deadline and the Closing Deadline; and WHEREAS, on April 23, 2013, by Resolution No. 2013-39, the BoCC approved an extension of the Preliminary Plan Application Deadline to November 1, 2013, and further approved an extension of the Closing Deadline to November 1, 2013; and WHEREAS,the Applicant and the Petitioners requested a second extension of the Preliminary Plan Application Deadline and the Closing Deadline to give the Applicant sufficient time to obtain all required approvals from the Colorado Department of Transportation ("CDOT") for the re-location of US Highway 6 in Wolcott, Colorado ("Highway 6"); and WHEREAS, on September 10, 2013, by Resolution No. 2014-084, the BoCC approved a second extension of the Preliminary Plan Application Deadline to November 1, 2014, and further approved a second extension of the Closing Deadline to November 1, 2014; and WHEREAS, on October 15, 2013,by Resolution No. 2013-102, the BoCC approved the Zone Change and Preliminary Plan application for the Wolcott PUD; and WHEREAS, the Closing is not expected to occur by November 1, 2014, but such deadline has been extended to a date beyond November 1, 2014 by the written consent of the Parties described in the fourth condition of approval of the Service Plan; and WHEREAS, the Applicant and the Petitioner have requested the BoCC approve a third extension of the Closing Deadline in order to comply with the conditions of the Service Plan, the BoCC's prior resolutions and the Petitions for Organization of the Districts as filed with the District and to accommodate the desire of the Parties. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Eagle County, Colorado: THAT, the Closing Deadline of November 1, 2014, is hereby extended to November 1, 2015; and THAT the Board hereby finds, determines and declares that this Resolution is necessary for the health, safety and welfare of the citizens of the County of Eagle, State of Colorado. MOVED, READ AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the day of October, 2014. COUNTY OF EAGLE, STATE OF COLORADO, by and through its EA ATTEST: o� �F.� •ARD OF COUNTY CO NERS ? e .YORAVO p LL/ Teak J. Simonto Jil 'i(n H. Ryan Clerk to the Board of "'airman County Commissioners , t�.-• By: Q/111. Sara J. Fishe Co issioner. , By: �'I��Y�/ n 464( Y ?G l: Kathy C ndler-Henry Commissioner Commissioner C- -,nu.w- - seconded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner Ryan I41-4. Commissioner Fisher Commissioner Chandler-Henry ran,, This Resolution passed by 0 vote of the Board of County Commissioners of the County of Eagle, State of Colorado. '— --- ' EPGLE COUNTY, CO 201219291 TEN, SIMONTCN PGs, 135 ` '»1'a= 03/25/2012 JJlIliuiJlIitIi li of the following Resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EACLE,STATE OF COLORADO . RESOLUTION 2012 A l%- (1,1)� Approval of Consolidated Service Plan for the Wolcott Metropolitan Districts Nos. 1-4 File No.SD'}715 nvHEK£A9, pursuant to the provisions of the "Special District Control Act, Part 2 of Article |. Title 32, CK.S, the Petitioners of the proposed Districts ("Petitioners") filed a Consolidated Service Plan(the"Service Plan")for the proposed Wolcott Village Planned United Development the('P}D')with Eagle County on April JV.%0\2;and WHEREAS,the PUD,Eagle County File No. PDS-2714,received Sketch Plan approval by the Eagle County Board of County Commissioners(the'YmC[~}on February 28.ZV}2;and WHEREAS,the Service Plan has been submitted by Petitioners for approval by Eagle County prior to approval of a Preliminary Plan for the PUD in order to permit submission of the Service Plan to the District Court for the District of Colorado in time to allow submission of bonded indebtedness approval to the eligible voters on such indebtedness in November 2012; and WHEREAS,the Service Plan was reviewed and recommended for approval by the Eagle County Planning Commission by unanimous vote on May 16,2012;and WHEREAS,at a public hearing on July 3,2012,the BoCC heard testimony from Eagle County staff and the Petitioners and received and reviewed documentation concerning the Service Plan,and at the conclusion of such public hearing voted unanimously to continue the public hearing on the Service Plan to July 10,2012,and directed Eagle County staff to prepare for BoCC review and possible approval,with appropriate conditions as discussed at the July 3 hearing,at such continued public hearing;and WHEREAS,the BoCC has reviewed and hereby approves the conditions of approval of o`,Semicrp|uuax`huwu"uExhihit A hereto,and understand that such conditions also are acceptable to and will be observed by Petitioners and the applicant,and the representatives of the applicant for Sketch l'lan approval of the PUD;and ANT 201219291 1 OF 139 WHEREAS, a duly executed Certificate of Publication and Mailing of Notice of Hearing in re Organization of the Wolcott Metropolitan District No. 1, Wolcott Metropolitan District No. 2, Wolcott Metropolitan District No. 3 and Wolcott Village Metropolitan District No. 4 has been submitted to the Board at the public hearing on July 3, 2012 and is on file with Eagle County; and WHEREAS, evidence satisfactory to the BoCC sufficient to support each of the necessary findings mandated by applicable Colorado Revised Statutes for Eagle County approval of the Service Plan has been presented to the Board, as follows: a. There is sufficient existing and projected need for organized services in the area to be served by the special districts; b. The existing service in the area to be served by the special districts is inadequate for the present and projected needs; c. The special districts are capable of providing economical sufficient service to the area within its boundaries; d. The area included in the special districts has, or will have,the financial ability to discharge the proposed/existing indebtedness on a reasonable basis; e. Adequate service is not, or will not be, available to the area through Eagle County or other existing municipal or quasi-municipal corporations, including existing special districts, within a reasonable time and on a comparable basis; f The facility and service standards of the Districts are compatible with the facility and the service standards of Eagle County, and each municipality that is an interested party under C.R.S. Section 32-1-204(1); g. The Service Plan is in substantial conformance with the master plan adopted pursuant to Section 30-28-106, C.R.S.; h. The Service Plan is in compliance with the duly adopted long range water quality management plan for the area; and i. The Service Plan will be in the best interest of the area to be served. NOW1 THEREFORE,BE IT RESOLVED BY EAGLE COUNTY, COLORADO: THAT, subject to the conditions of approval attached hereto as Exhibit A, the Service Plan attached hereto as Exhibit B is hereby approved by the Board of County Commissioners of Eagle County; and THAT the Board hereby finds, determines and declares that this Resolution is necessary for the health, safety and welfare of the citizens of the County of Eagle, State of Colorado. 2 MOVED, READ AND ADOPTED by the Board of County Commissioners of the County of Eagle, State of Colorado, at its regular meeting held the 10th day of July, 2012. COUNTY OF EAGLE, STATE OF COLORADO,by and through its ATTEST: � OARD OF COUNTY COMMISSIONERS eke. �. A-, .+►1iarh/11 io�o y: o Te. . Simonto / Peter F. Runyon Clerk to the Board of Chairman County Commissioners-le — D7 By: , %�t I Jo S a ey,Vice Ch.' an By: L� Sara J. Fisher ' Commissioner Commissioner '1 A-ui---*i--- -i seconded adoption of the foregoing resolution. The roll having been called,the vote was as follows: Commissioner Runyon 1 S Commissioner Stavney .� Commissioner Fisher 1 s. v This Resolution passed by ' a vote of the Board of County Commissioners of the County of Eagle, State of Colorado. 3 EXHIBIT A ( ONDITIONS OF APPROVAL OF CONSOLIDATED SERVICE PLAN) 1. The Planned Unit Development(the "PUD") for the Wolcott Development has received Sketch Plan Approval. Although the PUD and the Service Plan both relate to the same project: a) the Board of County Commissioners retains the authority to consider each application separately—approval of the Service Plan does not create any expectation regarding approval of the PUD; b) the approval of the Service Plan shall bestow no vested development rights upon the subject property; and c) the final allocation of responsibility for maintaining streets within the development shall be established no later than approval of the Preliminary Plan. 2. If the Preliminary Plan has not been approved by the County Commissioners by May 1, 2013, the Districts shall either be put on inactive status pursuant to Section 32-1-104, C.R.S., or be dissolved, with such determination made at the discretion of the Districts' Boards of Directors. The foregoing Preliminary Plan application deadline may be extended by the Board of County Commissioners. 3. The initial boundaries of all of the Districts shall be identical to the boundaries of the Service District as described in Exhibit B to the Service Plan. Property shall be included (the "Inclusions") into the Taxing Districts' boundaries after the closing (the "Closing") of the sale of real property within the Wolcott Development by CJC Properties Limited Partnership and G. Jouflas Ranches LLC to Wolcott Valley Land Investors, LLC (together, the "Parties"). After the Inclusions are completed, the Taxing Districts' boundaries are anticipated to be identical to the boundaries described in Exhibit B to the Service Plan. 4. If the Closing does not occur by May 1, 2013, the Court Order forming the Districts shall either be rescinded or the Inclusions shall not be effectuated unless such deadline is extended by the unanimous written consent of the Parties in their sole and absolute discretion. {00283338.gOCX/4} EXHIBIT 5. Until the Preliminary Plan has been approved by the County Commissioners and the Closing has occurred: a) the Districts shall not levy taxes, impose rates, fees or charges, issue debt, or execute any agreements; b) the Order and Decree organizing the Districts shall not be recorded; and c) the Districts shall not hold their organizational meetings. 6. The Districts shall not exercise any park and recreation powers until an intergovernmental agreement has been executed by and among the Districts and Western Eagle County Metropolitan Recreation District. 7. Inclusion of the Eagle Springs Golf Club into the Districts shall not be a material modification to the Service Plan. Such inclusion shall remain subject to all requirements of law, including approval by property owner and the applicable District Board. (00283338.DOCX/4) 2 THE WOLCOTT METROPOLITAN DISTRICTS NOS . 1 THRU 4 CONSOLIDATED SERVICE PLAN Eagle County July 2012 EXHIBIT (00283291 DCICX/J WOLCOTT METROPOLITAN DISTRICTS 1 THRU 4 EAGLE COUNTY COLORADO PREPARED BY COMMUNITY CONCEPTS COLORADO,LLC BOUNDARIES UNLIMITED INC. STAN BERNSTEIN& ASSOCIATES,INC. COLLINS COCKREL & COLE {00283291.DOCX/} TABLE OF CONTENTS 1. INTRODUCTION 1 2. PURPOSES OF DISTRICTS 2 3. PROPOSED DISTRICT BOUNDARIES/SERVICE AREA 4 4. PERMITTED LAND USES/POPULATION PROJECTIONS/ASSESSED VALUATION 4 5. DESCRIPTION OF DISTRICT POWERS, SERVICES AND IMPROVEMENTS 4 (a) Services and Improvements. 5 (b) Other Powers. 9 6. ESTIMATED COSTS OF IMPROVEMENTS 10 7. ESTIMATED COSTS OF OPERATIONS AND MAINTENANCE 11 8. FINANCIAL, PLAN/PROPOSED INDEBTEDNESS 11 (a) Financial Plan 11 (b) Bond Issuance and Developer Advances. 12 (c) Debt Authorization 13 (d) Parameters for Debt Issuance 14 (e) Revenue Sources. 15 (f) Operations, Maintenance and Administration. 15 9. INCLUSIONS/EXCLUSIONS 15 10. DISSOLUTION/CONSOLIDATION/INACTIVE STATUS 16 11. CONCLUSION 16 {00283291.DOCX/} 4 4 • LIST OF EXHIBITS EXHIBIT A Financial Plan EXHIBIT B Legal Descriptions EXHIBIT C Boundary Map EXHIBIT D Vicinity Map EXHIBIT E Site Plan EXHIBIT F Cost Summaries of Improvements EXHIBIT G Map of Location of Improvements EXHIBIT H Form of Mill Levy Disclosure Statement {00283291.DOCX I) • • 11 1. INTRODUCTION The Wolcott Development is a mixed use "new town" development (the "Development") located at Wolcott, Colorado in Eagle County (the "County"), consisting of 373 acres proposed to be developed into approximately 431 residential units (which may be developed into a maximum of 679 residential "unit counts" including accessory dwelling units) and up to 150,000 square feet of commercial space. The development will occur in phases, thus making appropriate the establishment of multiple metropolitan districts to handle the various stages and types of development. Wolcott Metropolitan District No. 1 (the "Service District") will be responsible for oversight of the construction and financing, ownership and operation of the public. infrastructure. District No. 2 and District No. 4 will consist of residential neighborhoods to be developed as the market allows, with District No. 3 consisting of the commercial development as well as associated residential units (collectively, District Nos. 2 through 4 comprise the "Financing Districts" and together with the Service District they comprise the "Districts"). Commercial property is assessed for taxation purposes at nearly four times that of residential property,thus warranting a lower property tax levy in the commercial area, able to be achieved through placing the commercial property in a separate District. It is possible that a District No. 5 could be requested to be formed at a later date in order to adjust the phasing of development. The Wolcott Development is currently owned by three separate parties. Community Concepts Colorado is the applicant of the Planned Unit Development(the "PUD") for the Wolcott Development. References in this Service Plan to a "Developer" apply to Community Concepts Colorado, LLC and any affiliated or related entity, and any successor developer or an affiliated or related entity thereof. The Wolcott Development PUD has received Sketch Plan Approval from the Eagle County(the "County")Board of County Commissioners. The Developer is preparing the PUD Preliminary Plan for submittal to the County. The concurrent submittal of PUD and Service Plan applications is necessary because the Service District is to execute one or more intergovernmental agreements with the Colorado Department of Transportation ("CDOT")before the end of 2012, which in turn requires that the Districs' organizational elections be held on November 7, 2012. Although the PUD and the Service Plan both relate to the same project, the Board of County Commissioners retains the authority to consider each application separately. In particular, the approval of this Service Plan shall bestow no vested rights upon the subject property. As further described in Section 10, if the Final PUD is not approved by May 1,,2013, the Districts shall either be put on inactive status or be dissolved. This Service Plan gives an overview of the services and functions that the Districts are expected to provide and it also sets forth the parameters of the Districts' authority. {00283291.tOCX/} 1 4 1 However, the projections contained in this Service Plan(including the Financial Plan and a description of the public and private improvements in the Wolcott Development) represent the best current information and estimates of the parties but are not intended to create limitations on the Districts. The Districts will have all the powers and authorities available to metropolitan districts under Title 32, Article 1, C.R.S. (as amended from time to time, the "Special District Act"), although all may not be utilized. As related below, water and sewer will be provided by the Eagle River Water and Sanitation District; fire protection by either the Eagle River Fire Protection District or Greater Eagle Fire Protection District; and emergency medical services by the Eagle County Health Service District. The Districts' boundaries will overlap with Western Eagle County Metropolitan Recreation District. The Fire Districts and the Health Service District (Ambulance District) will develop facilities as the need arises. The Water and Sanitation District has agreed to establish a Water and Sanitation Subdistrict(the "Water and Sanitation Subdistrict") for water and wastewater purposes; and with security provided by the Developer, has agreed to arrange for financing, construction, ownership and operation of the water and sewer facilities. Those costs may be assisted by the Districts as is required and/or able to be accomplished. The Water and Sanitation District shall also determine the adequacy of j the water rights being conveyed to it by the Developer for the Development. All other infrastructure, including but not limited to streets, drainage, traffic signalization, transportation,parks and recreation,and mosquito control, may be provided through the Districts, as discussed in Sections 5 and 6 below. It is estimated that less than one-half of the actual costs of the infrastructure will be able to be financed through municipal bonds. The rest will be donated by the Developer. The Financial Plan is set forth in Exhibit A. 2. PURPOSES OF DISTRICTS As the management and control district, the Service District will be responsible for managing, implementing and coordinating the financing, acquisition, construction, completion and operation of certain public infrastructure (all of which public improvements are referred to herein generally as the "Improvements") and services throughout the Development (referred to herein generally as the"Services"). The Improvements and Services are more particularly described in Sections 5 and 6 below. The Improvements will be completed for the collective use and benefit of the property owners and residents of the Districts, as well as for all citizens of the County and Colorado (the "State"). Upon completion, it is anticipated that the Service District will dedicate and transfer certain of the Improvements to other governmental entities and/or one or more owners associations.(the "Owners' Associations") as described in Section 5. {00283291.DOCX/} 2 r r The ervice District is expected to operate and maintain all other Improvements within the evelopment. It is anticipated that the Developer will make advances to the Service District as necessary to fund the costs of acquisition, construction and completion of the Improvements until such time as the Service District can issue bonds. Alternatively, any of tho Districts may, if feasible, issue bonds immediately to fund the costs of the Improvements and to pay back any developer advances. It is expected that the Financing Districts will pay all tax collections and other revenue to the Service District, which revenue will be applied to the payment of debt service on bonds and the costs of admi#ustration, operation and maintenance of the Improvements which are not transferred to other parties and to the costs of providing the Services. The Service District shall also admiipister the Arts and Entertainment Trust Fund and the Wolcott Environmental Trust Fund(discussed in Section 5(a)). The arrangements for financing, acquiring, constructing, completing, operating and maintaining the Improvements and providing the Services will be set forth in an intergovernmental agreement among the Districts (the"Inter-District IGA"). Because of the lengthy build-out period of the Development, the use of the Service District as the management district in cooperation with the Financing Districts will ensure that the Improvements are financed and constructed in coordination with the various phases of the Development and not sooner. This phased financing approach will also ensure that property owners within the Districts are not taxed unnecessarily for Improvements before they are needed and will reduce the costs of financing generally. The Development is not presently served with the facilities or services to be provided by the Districts, nor does the County or any other special district have any plans to proivide such facilities or services within a reasonable time and on a comparable basis. The Water and Sanitation District has agreed to establish the Water and Sanitation Subdistrict for water and wastewater purposes; and with security provided by the Developer, has agreed to arrange for financing, construction, ownership and operation of the water and sewer facilities. The Water and Sanitation District has purchased land suitab$e for water and wastewater treatment facilities to serve the developable areas. Alternatively, the Water and Sanitation District and Developer may locate the water and sewer facilities to a different site, to be dedicated by the Developer. The Water and Sanitation District and Developer are in the process of negotiating a reimbursement agreement by which the Developer will make advances to the Water and Sanitation District for the costs of the water and sewer capital improvements, with the intent that such costs will ultimately be borne by either the Water and Sanitation Subdistrict or the Districts. The Districts may enter into an intergovernmental agreement with the County with respect to the provision of services and facilities within the Development. The Service District is expected to enter multiple intergovernmental agreements with CDOT (the {00283291.0ocx/} 3 "CDOT IGAs") related to highway improvements, including the relocation of Highway 6 and the modification of the interchanges to I-70. The use of the Districts to finance, acquire, construct, complete, operate and maintain the Improvements, which are not transferred to other parties, will assure the provision of requisite public infrastructure and other attractive public amenities within the Development and the vicinity and will generally promote the public welfare of the County. Thus, the organization of the Districts will promote both the interests of present and future residents,property owners and taxpayers within the Districts as well as the general interests of the County. 3. PROPOSED DISTRICT BOUNDARIES/SERVICE AREA The Service District will be organized to manage, implement and coordinate the financing, acquisition, construction, completion, operation and maintenance of the Improvements and provision of the Services for the Development. It is anticipated that there will be no residential or commercial buildings within the Service District. The general composition of the Financing Districts is described in Section 9. The boundaries of the Districts are located entirely within the County, as more particularly described in the legal description of the initial expected boundaries of the Districts attached hereto and incorporated herein as Exhibit B, and are also shown on the boundary map attached hereto and incorporated herein as Exhibit C. A vicinity map and site plan are attached as Exhibit D and Exhibit E. The service area of the Districts will consist of all property that is included into their collective boundaries, as well as any areas in which off-site Improvements will be completed(together, the "Service Area"). 4. PERMITTED LAND USES/POPULATION PROJECTIONS/ASSESSED VALUATION The Development is planned to offer a mix of residential, mixed-use commercial (retail and service), municipal and community uses and private active and passive open space. The expected permanent combined population of the Districts is 1,800 at full build-out. The current assessed value of all property within the boundaries of the Districts is approximately$129,510 and is projected to be approximately$50,100,000 at full build-out. 5. DESCRIPTION OF DISTRICT POWERS, SERVICES AND IMPROVEMENTS The Service District will manage, implement and coordinate the financing, acquisition, construction, completion, operation and maintenance of the Improvements and the provision of the Services within and without the boundaries of the Districts in accordance with the terms of the Inter-District IGA. The Districts will possess all the powers and authorities available to metropolitan districts under the Special District Act, {00283291.DOCX/} 4 altho.igh all may not be utilized. Without limiting the foregoing, the following is a gene#al description of the Districts' powers and authorities, the Services that they are expected to provide, and the Improvements that they are expected to acquire or construct. (a) Services and Improvements. (i) Park and Recreation Improvements. The Districts shall have the power and authority to provide for the design, acquisition, construction, installation, completion, operation and maintenance of parks and recreation improvements and progr .ms as authorized by the Special District Act, including without limitation a canoe and kayak club,nature center, river parks, swimming pools,playgrounds and playfields, pocket parks, meditation lawns,park shelters and facilities, hiking trails, common areas, open space areas, landscaping, hardscape, wildlife preservation and mitigation, signage, entry and architectural features, a community center,recreational facilities, irrigation, art and cultural activities, together with all necessary, incidental and appurtenant facilities, land and easements, and all extensions of and improvements to such facilities within and withotit the boundaries of the Districts. All park and recreation improvements will be designed and constructed in accordance with any applicable specifications of the County. It is expected that the Districts or the Owners' Associations will own, operate and maintain the park and recreation improvements. The Districts' boundaries will overlap with Western Eagle County Metropolitan Recreation District; it is not anticipated that the Improvements will be conveyed or maintained by the recreation district. (ii) Drainage Improvements. The Districts shall have the power and authority to provide for the design, acquisition, construction, installation, completion, operation and maintenance of a stormwater management system, including without limitation stormwater, sewer, flood and surface drainage facilities and systems, detention/retention ponds and associated drainage facilities, together with all necessary, incidental and appurtenant facilities, land and easements, and all extensions of and improvements to such facilities within and without the boundaries of the Districts. It is expected that the Districts or the Owners' Associations will own, operate and maintain the drainage improvements. All drainage improvements will be designed and constructed in accordance with the standards and specifications of the County and any other applicable State or federal agencies. (iii) Street Improvements. The Districts shall have the power and authority to provide for the design, acquisition, construction, installation, completion, operation and maintenance of street, roadway and related landscaping improvements, including curbs, gutters, culverts, and other drainage facilities, pedestrian ways, bridges, alleys, parking facilities,paving, lighting, grading, landscaping, irrigation, and structures; and street-related electric, telephone, and gas;together with all necessary, incidental, and appurtenant facilities, land and easements, and all extensions of and improvements to said facilities within and without the boundaries of the Districts. Improvements related to the relocation of Highway 6 and modification of the interchanges to I-70 will be constructed {00283291.1DOCx/} 5 to CDOT standards and may be conveyed to CDOT for ownership and maintenance pursuant to the CDOT IGAs. All other street improvements will be constructed to County standards and will be conveyed and transferred to the County, subject to a warranty period and acceptance, or may be retained by the Districts or conveyed to the Owners' Associations for perpetual ownership and maintenance. The Districts will retain the authority to supplement maintenance of roads conveyed to other entities. (iv) Water Improvements. It is expected that water improvements will be entirely financed, constructed,owned and operated by the Water and Sanitation District through use of the Water and Sanitation Subdistrict and Developer financing. To provide maximum flexibility for financing improvements, the Districts shall also have the power and authority to provide for the design, acquisition, construction, installation, completion, operation and maintenance of a complete potable water system and irrigation water system for the Development, including but not limited to,water rights, water supply, treatment, storage, transmission and distribution systems for public or private purposes, together with all necessary and proper reservoirs, treatment works and facilities,wells, water rights, equipment and appurtenances incident thereto which may include, but shall not be limited to, transmission lines, distribution mains and laterals, storage facilities, land and easements,together with extensions of and improvements to said facilities or systems within and without the boundaries of the Districts. Upon completion and acceptance by the Water and Sanitation District, all such improvements shall be transferred to the Water and Sanitation District for ownership, maintenance and operation, except for supplemental maintenance as may be determined by the Water and Sanitation District by intergovernmental agreement. (v) Sewer Improvements. It is expected that sewer improvements will be entirely fmanced, constructed, owned and operated by the Water and Sanitation District through use of the Water and Sanitation Subdistrict and Developer financing. To provide maximum flexibility for financing improvements, the Districts shall also have the power and authority to provide for the design, acquisition, construction, installation, completion, operation and maintenance of sanitary sewers, wastewater treatment and disposal works and facilities, water quality facilities, equipment and appurtenances incident thereto, together with all necessary, incidental and appurtenant facilities, land and easements, and all necessary extensions of and improvements to said facilities or systems within and without the boundaries of the Districts. Upon completion and acceptance by the Water and Sanitation District, all such improvements shall be transferred to the Water and Sanitation District for ownership, maintenance and operation, except for supplemental maintenance as may be determined by the Water and Sanitation District by intergovernmental agreement. (vi) Transportation Improvements. The Districts shall have the power and authority to provide for the design, acquisition, construction, installation, completion, operation and maintenance of a system to transport the public by bus, rail, or any other {00283291.DOCX I) 6 means of conveyance, or any combination thereof, including transit bus stops and park-n- ride Facilities, together with all necessary, incidental and appurtenant facilities, land and easements, and all extensions of and improvements to such facilities within and without the boundaries of the Districts. It is expected that the Districts or the Owners' Associations will own, operate and maintain the transportation improvements. Any changes to the location or reduction in the number of transit stops or Park&Ride parking spacejs shall be subject to review and cemmentapproval by ECO Transit. (vii) Traffic and Safety Controls. The Districts shall have the power and authority to provide for the design, acquisition, construction, installation, completion, operation and maintenance of traffic and safety controls and devices on streets and highways and at railroad crossings, together with all necessary, incidental and appurtenant facilities,land and easements, and all extensions of and improvements to such facilities within and without the boundaries of the Districts. The Districts shall have the authority to enter into agreements with the County, CDOT, or railroad companies for the erection of such safety controls and devices and for the construction of underpasses or overpasses at railroad crossings. It is expected that the Districts or the Owners' Associations will own, operate and maintain the traffic and safety controls. (viii) Mosquito Control. The Districts shall have the power and authority to provide for the design, acquisition, construction, installation, completion, operation and maintenance of improvements to provide for the elimination and control of mosquitoes,together with all necessary, incidental and appurtenant facilities, land and easements, and all extensions of and improvements to such facilities within and without the boundaries of the Districts. (ix) Fire Protection. The Districts shall have the power and authority to provide for the design, acquisition, construction, installation, completion, and (on a supplemental basis, as needed) operation and maintenance of improvements to provide for fire protection,together with all necessary, incidental and appurtenant facilities, land and easements, and all extensions of and improvements to such facilities within and without the boundaries of the Districts. Actual fire protection service would be provided by the Eire Districts. Upon completion and acceptance by the respective Fire Districts, all such improvements shall be transferred to the respective Fire Districts for ownership, maintenance and operation, except for supplemental maintenance as may be determined by the Fire Districts by intergovernmental agreement. (x) Security Services. Subject to the provisions of Section 32-1- 1004(7), C.R.S., the Districts shall have the power to furnish security services within the Districts. (xi) Covenant Enforcement. The Districts shall have the power to furnish'covenant enforcement and design review services within the Districts pursuant to the provisions of Section 32-1-1004(8), C.R.S. {00283291.1)0CX/} 7 1 F (xii) Telephone. The Districts shall have the power to finance line extension charges for new telephone construction for the purpose of furnishing telephone service exclusively in any District which has no property zoned or valued for assessment as residential. (xiii) Street Lighting. The Districts shall have the power to enter into contracts with public utilities, cooperative electric associations, and municipalities for the purpose of furnishing street lighting service. (xiv) Television. The Districts shall have the power to establish and maintain television relay and translator facilities, and to enter into contracts with cable television service providers. (xv) Solid Waste. To the extent authorized by the Special District Act, the Districts shall have the power and authority to provide for the design, acquisition, construction, installation, completion, operation and maintenance of improvements to provide for solid waste disposal or collection and transportation of solid waste, including a community recycling collection.area facility, together with all necessary, incidental and appurtenant facilities,land and easements, and all extensions of and improvements to such facilities within and without the boundaries of the Districts. (xvi) Administration of Trust Funds. The.Development contemplates the establishment of two trust funds to be financed by a transfer fee to be imposed on all sales by the Developer to unaffiliated parties by covenant against all properties within the Development in the amount of 1% of the value of the property. The trust funds will be administered by the Service District. It is anticipated that 75% of such funds will be dedicated to the Arts and Entertainment Trust Fund to fund community art and to provide unique art, entertainment, educational,recreational, and social programming and services year round, including weekend fairs and musical performances; and the remaining 25% of such funds will be dedicated to the Wolcott Environmental Trust Fund to fund wildlife conservation efforts, including educational activities, such as tours to owners and visitors, sustainability and conservation lectures and field trips, as well as to provide and maintain parks and recreational improvements, including a nature center, hiking trails, and wildlife conservation measures coordinated with the Colorado Division of Wildlife. Each Trust Fund is anticipated to be administered by separate committees appointed from community residents and owners by the Service District's Board of Directors. The foregoing description provides the current expectations of the Improvements and the Services to be provided by the Districts, and of how the Districts will coordinate their efforts among themselves and with other entities. The actual provision of the Improvements and the Services may differ from such descriptions. The various activities of the Districts shall be subject to County zoning, subdivision, building codes, land use regulations, and other applicable laws, rules, and {00283291.DOCX/} 8 r r 1 regulations, so that the facility and service standards of the Districts will be compatible with those of the County, the Water and Sanitation District and the Fire Districts. The Developer will provide all permit and other applications and/or submissions to the County, the Water and Sanitation District and the Fire Districts as are required for each particular phase of development. The County shall not be responsible for assuming the costs Of any of the Improvements. The Developer will be responsible for any costs of the Improvvements needed for the Development that exceed the amount of bonds issued or other revenues available to the Districts for such purposes. The ownership of the Improvements and provision of the Services shall be coordinated among the Districts and the Owners' Associations. The Districts are expected to have lower costs than the Owners' Associations for a variety of reasons, including because property owned by the Districts is not subject to taxation and the fact that the Districts have the benefit of governmental immunity. It is also beneficial for property owners to pay for as much of the Improvements and,Services as possible througii the Districts because property taxes payable to the Districts are tax deductible whereas dues to the Owners' Associations are not. The Developer thus intends to minimize the use of Owners' Associations in the Development to the extent that the Districts are able to finance Improvements and Services. Land, easements and facilities proposed for conveyance to the County shall be free and clear of all liens, encumbrances and easements, unless otherwise approved by the County. All conveyances shall be by special warranty deed. (b) Other Powers. The Districts shall each have all powers and authorities granted to metropolitan districts under the Special District Act, which may be exercised to provide for the acquisition, construction, completion, operation and maintenance of the Improvements and the provision of the Services as authorized in and subject to the limitations set forth in this Service Plan and the Inter-District IGA. In addition to the enumerated powers and authorities, the Boards of Directors of the Districts shall also have the following authorities: (i) Service Plan Amendments. To amend this Service Plan as needed, subject to compliance with appropriate statutory procedures as set forth in this Service Plan anfd the Special District Act. (ii) Construction and Financing Phasing. Without having to amend this Service Plan, except as otherwise expressly required herein, to defer, delay, reschedule, rephase or restructure the fmancing and/or construction of the Improvements in order to better accommodate the pace of growth within the Wolcott Development,resource availability, and the funding capability of the Districts. {00283291.0OCX/) 9 (iii) Additional Services. Except as specifically prohibited herein, to provide such additional services and exercise such powers and authorities as are expressly or impliedly granted in the Special District Act or by State law. (iv) Creation of Subdistricts. The Districts may organize one or more subdistricts or areas as allowed by Section 32-1-1101(1)(f), C.R.S. Such organizations shall not be material modifications to this Service Plan; provided,however, that any such subdistrict(s) or area(s) shall be subject to all limitations on debt and other provisions of the Service Plan. Neither the Limited Mill Levies (defined in Section 8(a))nor the aggregate debt limit set forth in Section 8(c) shall be increased as a result of creation of a subdistrict. In accordance with Section 32-1-1101(1)(f)(I), C.R.S., the District shall notify the County prior to establishing any such subdistrict(s) or area(s), and shall provide the County with details regarding the purpose, location, and relationship of the subdistrict(s) or area(s). (v) Special Improvement Districts. The Districts may establish one or more special improvement districts within their respective boundaries to fmance all or part of the costs of any Improvements from assessments as provided in Section 32-1- 1101.7, C.R.S. 6. ESTIMATED COSTS OF IMPROVEMENTS The present estimated (un-inflated) aggregate cost of the Improvements (including related soft costs)which may be financed, acquired, constructed and completed by the Districts, is approximately $38,500,000 as set forth in Exhibit F, which provides cost summaries by type of Improvement. A map of the anticipated location of the Improvements is attached hereto as Exhibit G. The design,phasing of construction, location and completion of the Improvements will be determined by the Service District to coincide with the phasing and development of the Development and the availability of funding sources. In accordance with the terms of the Inter-District IGA, the Service District may, in its discretion,phase the construction, completion, operation and maintenance of the Improvements or defer, delay, reschedule,rephase, restructure or determine not to proceed with the construction, completion, operation and maintenance of the Improvements based upon the best interests of the present and future residents, property owners and taxpayers of the Districts, and such actions or determinations shall not constitute material modifications of this Service Plan. The estimated cost of organization of the Districts is expected to be $75,000 or more. {00283291.DOCx/} 10 1 1 7. ESTIMATED COSTS OF OPERATIONS AND MAINTENANCE The budgets adopted by the Districts will authorize expenditures for administration and the operation and maintenance of Improvements that have not been transferred to the County, the Water and Sanitation District or another entity for ownership and maintenance, and the provision of the Services. The Financial Plan sets forth estimated sources and uses of the Districts' operating funds. Tolls,rates,penalties, Fees and charges may be imposed within or without the Service Area and collected by the Districts to the extent necessary to supplement other revenues available for such purpose, subject to the terms of the Inter-District IGA. 8. FINANCIAL PLAN/PROPOSED INDEBTEDNESS This part of the Service Plan describes the expected nature, basis, method of funding and financing limitations associated with the acquisition, construction, completion, operation and maintenance of the Improvements. The Financial Plan will be coordinated and implemented by the Service District in accordance with the terms of the Inter-District IGA, subject to all express limitations set forth herein. (a) Financial Plan. The Financial Plan, which is attached as Exhibit A and incorporated herein, is the consolidated Financial Plan for the Districts and includes the estimated property tax revenue of the Districts, sales tax revenue of the Districts, revenue available from specific ownership taxes, a development fee expected to be up to $7,000 per residential unit (excluding accessory dwelling units) and each 1,500 square feet of commercial space (the "Development Fee") and other sources, and amounts available for payment of debt service on District bonds and for operations and maintenance expenses. Tap fees may also be imposed with the consent of the Water and Sanitation District. The Financial Plan projects the issuance of the Service District's bonds and anticipated debt repayment based on the development assumptions and absorptions for property within the Districts as prepared by the Developer and its economic and planning consultants. The Financial Plan anticipates that in accordance with the terms of the Inter-District IGA, the Service District will act as the management district issuing all bonds and completing all Improvements within the Service Area, including repaying any Developer advances, while the Financing Districts will tax all property within their respective boundaries. The maximum mill levy imposed on property within the Districts for debt service will be'35 mills (the "Debt Service Mill Levy") and the maximum mill levy imposed on property within the Districts for operations will be 20 mills (the "Operating Mill Levy" and together with the Debt Service Mill Levy, the "Limited Mill Levies"). Each of the Mill Levies may be adjusted to take into account legislative or constitutionally imposed adjustments in assessed values or the method of their calculation (as of the date of this Service Plan), so that to the extent possible, the actual revenues generated by the Limited {00283291.00CX/} 1 1 4 4 4 Mill Levies are neither diminished nor enhanced as a result of such changes. Among other adjustments, a change in the ratio of actual valuation of assessable property shall be deemed a change in the method of calculating assessed valuation. The Limited Mill Levies may differ between the Districts. The current expectation is that District No. 2 and District No. 4 will each have a Debt Service Mill Levy of 35 mills and an Operating Mill Levy of 20 mills, and District No. 3 will have a Debt Service Mill Levy of 10 mills and an Operating Mill Levy of 5 mills. It is expected that the Water and Sanitation Subdistrict will impose a mill levy of 20 mills to pay for the water and sewer improvements for the Development. The Limited Mill Levies have been established with this additional property tax in mind and are intended to subject property within the Development to an aggregate mill levy that is comparable to those of other developments in the region. The Districts are also expected to impose a tax on all transactions subject to sales tax by the State to pay for street improvements, safety protection and transportation facilities and services. The sales tax will allow the Districts to broaden and diversify the tax base to include the visitors who benefit from the Improvements and Services. It is anticipated that the sales tax will be 2.0% throughout all Districts, with the maximum rate to be determined by the Districts' voters and the actual rate imposed by the Districts' Boards of Directors. All Financing District collections of taxes, fees and other revenues will be remitted to the Service District to repay bonds, developer advances and other obligations in accordance with the terms of the Inter-District IGA; provided, however, that the actual bond Financial Plan of the Districts will be determined by the Service District as required by the phasing and build-out of the Development itself. Alternatively, the Financing Districts may, at the direction of the Service District pursuant to the Inter-District IGA, issue bonds directly as discussed below. The Financial Plan demonstrates that, at various projected levels of development, the Districts have the ability to fmance the Improvements and will have the financial ability to discharge all debt on a reasonable basis. (b) Bond Issuance and Developer Advances. The Developer may make advances to the Service District as necessary to fund all or a portion of the costs of the Improvements and the provision of Services,and the Service District in turn may issue revenue notes or bonds to the Developer, which will be repaid from bond proceeds received when bonds are issued after adequate revenues of the Districts are available to repay such bonds. Alternatively, the Districts may issue bonds to an investor, with or without security provided by the Developer, with the proceeds of such bonds being used to fund the Improvements. {00283291.DOCX/} 12 Y } i The Financial Plan sets forth one bond issuance scenario. Without having to ame d this Service Plan, alternate financial plans may also be implemented by the Dis cts, including without limitation having the Financing Districts issue bonds directly in accordance with the terms of the Inter-District IGA and paying the proceeds thereof to the Service District for purposes of discharging Developer advances and/or funding the costs iof the Improvements. The Districts may enter into multiple-fiscal year financial obligations of any nature, including without limitation intergovernmental agreements and acquisition,reimbursement and funding agreements with the Developer to accomplish any of the various purposes authorized in this Service Plan. Refunding bonds may be issued by the Districts to defease original issue bonds in compliance with applicable law. It is anticipated that initially the Developer will advance funds to the Service District to pay operating as well as capital costs, which advances will be repaid from bond proceeds or revenues collected by the Financing Districts as development progresses. Interest on Developer advances will be set at competitive market rates but will be capped at 8%per annum, unless a higher interest rate is approved in writing by the County Manager. Interest on developer advances will be compounded no more than annually. Net effective interest rates on bonds are projected at 7.0% and assume no credit lenhancement from the Developer. (c) Debt Authorization. At the organizational election, each of the Districts shall seek authority to issue revenue or general obligation indebtedness, including bonds and other multiple-fiscal year financial obligations such as intergovernmental agreements (including the CDOT IGAs) and acquisition, reimbursement and funding agreements, in the amount of $30,000,000 in each debt category. Because each District must vote its own debt authorization for each of the categories of Improvements to be constructed within the Service Area, each District must by law have the full debt authorization available to it in the event that any one of the other Districts finances, acquires, constructs and completes the Improvements and/or the other Districts enter into intergovernmental agreements to repay the costs thereof. However, the aggregate debt of the Districts for funding the capital costs of the Improvements shall not exceed$30,000,000, unless otherwise approved in writing by the County Manager. The total principal amount of debt author' ation to be voted by each of the Districts exceeds the projected capital costs of corres onding Improvements to allow for unforeseen contingencies and increases in const tion costs due to inflation and to cover all organizational and bond issuance costs, i eluding capitalized interest, reserve funds, credit enhancement, discounts, legal and other consulting fees, and other incidental costs of issuance. The Service District may utilize its debt authorization to issue revenue bonds and/or motes to the Developer. The Financing Districts are expected to use their debt authorization to enter into intergovernmental agreements with the Service District to pay {00283291.00CX/} 13 I • I over their property tax, sales tax and other revenues in support of the repayment of such notes and bonds (or to issue general obligation bonds directly for such purposes). (d) Parameters for Debt Issuance. Unless otherwise approved in writing by the County Manager, all bonds or notes issued or obligations incurred by each of the Districts shall be subject to the following restrictions and any limitations in the Inter-District IGA: (i) For any bonds other than those sold to the Developer,the maximum voted interest rate will be 18% and the maximum discount will be 5%. The exact interest rates and discounts will be determined at the time that bonds are sold and will reflect market conditions at the time of sale. Such bonds will be structured to obtain competitive rates. (ii) All bonds will contain adequate call provisions to allow for the prior redemption or refinancing of such bonds. Bonds sold to the Developer shall be callable after 5 years and have maturity dates of 30 years or less. (iii) No uninsured or non-credit enhanced bonds shall be issued which contain provisions permitting acceleration of the bonds upon default. (iv) Interest rates on bonds or notes sold to the Developer shall be subject to an opinion as to the reasonableness of the interest rate and terms, which opinion shall be prepared by a local Red Book investment bank or bond counsel and provided to the County. The total of all annual debt service payments on the bonds (including scheduled compounding interest, if applicable) shall not exceed the Limited Mill Levies. (v) The Districts may issue bonds secured by any legally available revenues, including any combination of Development Fees, sales taxes, specific ownership taxes and the Debt Service Mill Levy. (vi) Any special improvement district created by the Districts may impose assessments and issue bonds secured by such assessments, as provided in Section 32-1-1101.7, C.R.S. (vii) No bonds or other multiple-fiscal year financial obligations shall be executed until the County has approved the Final PUD, except that the Districts may enter into the CDOT IGAs provided that any multiple-fiscal year financial obligation of the Districts be contingent upon the approval of the Final PUD and be terminable if the Final PUD has not been approved by the date set forth in Section 10. {00283291.DOCX/} 14 (viii) The Districts shall provide written and recorded notice of the tax burden, including the Limited Mill Levies, in the form set forth in Exhibit H attached hereto. The notice shall be recorded against all property within the Districts. (e) Revenue Sources. The primary anticipated revenue sources of the Districts will be the Limited Mill Levis and sales taxes levied by the Financing Districts, specific ownership taxes and Development Fees (described in Section 8(a)) for capital improvements. The Districts will also be authorized to impose special assessments through special improvement distriets established under the Special District Act and to collect fees, rates, tolls, penalties or charges in order to generate additional revenue for the payment of debt service and operating costs as needed. The Service District will also collect transfer fees for purposes of administering the Arts and Entertainment Trust Fund and the Wolcott Environmental Trust Fund. The anticipated revenue sources are sufficient to retire the Districts' proposed indebtedness if growth occurs as projected. Variations in assessed valuation projections or in the phasing of private improvements may affect taxes or the level of fees, rates and charges upward or downward from those set forth in the Financial Plan. (f) Operations, Maintenance and Administration. The Service District will,pursuant to the Inter-District IGA, coordinate and manage all operations and maintenance functions for all Improvements and the provision of the Services,the costs of which will increase as property within the Service Area is developed. The Districts will need sufficient funds to operate and maintain all Improvements and to provide the Services. In addition, the Districts will incur costs for various administrative functions, including legal, engineering, accounting and compliance. At full build-out, an Operating Mill Levy of 20 mills,together with other legally available revenues, is anticipated to be sufficient to operate the Districts and to maintain the Improvements and provide the Services. Sales tax revenues may also be applied to pay operating and maintenance expenses related to street, safety protection and transportation Improvements and Services. 9. 4XCLUSIONS /EXCLUSIONS The Districts' boundaries may be adjusted to accomplish the objectives set forth herein, and the inclusion or exclusion of property will not constitute a material modification of this Service Plan. The Districts may include or exclude any property within the Development into or from one of the other Districts without the prior consent of the County. It is anticipated that all single family residential property north of I-70 will comprise District No. 2, all single family residential property south of I-70 will {00283291.DOCX I) 15 comprise District No. 4 and all other property(all of the commercial development and several associated residential units) will comprise District No. 3. No property in the Development will be included into more than one District, except that the Service District's boundaries may overlap with the boundaries of one or more Financing Districts. 10. DISSOLUTION/CONSOLIDATION/INACTIVE STATUS The Districts may pursue consolidation of their boundaries or dissolution in accordance with Parts 6 or 7 respectively of the Special District Act. The approval of the County Commissioners will be required prior to the consolidation of any one of the Districts with any special district other than a consolidation between or among the Districts. If the Final PUD has not been approved by the County by May 1, 2013, the Districts shall either be put on inactive status pursuant to Section 32-1-104, C.R.S., or be dissolved, with such determination made at the discretion of the Districts' Boards of Directors. The foregoing Final PUD application deadline may be extended by the County Manager. The Petitions for Organization of the Districts (the "Petitions") shall be filed with the Eagle County District Court with the following condition: the Orders declaring the Districts organized shall provide that the Districts shall be dissolved if G. Jouflas Ranches LLC and CJC Properties Limited Partnership (together, the"Sellers") have not both sold their properties within the Development to the Developer by the Dissolution Date. For purposes of this Service Plan and the Petitions, the "Dissolution Date" is May 1, 2013,provided that such date may be extended by the unanimous written consent of the Developer and both Sellers in their sole and absolute discretion. Further, the Districts maybe put on inactive status pursuant to Section 32-1-104, C.R.S., with the unanimous written consent of the Developer and both Sellers in their sole and absolute discretion, and by appropriate action of the Districts' Boards of Directors. 11. CONCLUSION This Service Plan establishes that: 1. There is sufficient existing and projected need for organized service in the area to be served by the Districts; 2. The existing service in the area to be served by the Districts is inadequate for present and projected needs within the Development; {00283291.DOCX/} 16 $ 3. The Districts are capable of providing economical and sufficient service to the area within their proposed boundaries; 4. The area to be included in the Districts does have, and will have, the fmancial ability to discharge the proposed indebtedness on a reasonable basis; 5. Adequate service is not, and will not be, available to the area through the County or other existing municipal or quasi-municipal corporations, including existing special districts, within a reasonable time and on a comparable basis; 6. The facility and service standards of the Districts are compatible with the facility and service standards of the County; 7. The proposal is in substantial compliance with the County Comprehensive Plan and the Wolcott Area Community Plan; 8. The proposal is in compliance with any duly adopted County, regional, or state long-range water quality management plan for the area; and 9. The organization of the Districts is in the best interests of the area proposed to be served. {00283291.DOCX/} 17 f r EXHIBIT A FINANCIAL PLAN I {00283291.DOCX/} • EXHIBIT B LEGAL DESCRIPTIONS {0028329{.DOCX I} EXHIBIT C BOUNDARY MAP {00283291.DOCX/} • EXHIBIT D VICINITY MAP {00283291.DIOCX/} 4 4 $ 4 EXHIBIT E SITE PLAN {00283291.DOCX/} A Y 1 • EXHIBIT F COST SUMMARIES OF IMPROVEMENTS {00283291..DOCX/} • EXHIBIT G MAP OF LOCATION OF IMPROVEMENTS (00283291.DOCX/} EXHIBIT 11 FORM OF MILL LEVY DISCLOSURE STATEMENT WOLCOTT METROPOLITAN DISTRICT NOS. 1-4 EAGLE COUNTY, COLORADO DISTRICT ORGANIZATION The Wolcott Metropolitan District Nos. 1-4 (the"Districts"), Eagle County, Colorado,are quasi-municipal corporations and political subdivisions of the State of Colorado duly organized and existing as metropolitan districts pursuant to Title 32, Article 1, Colorado Revised Statutes. The Districts were declared organized and existing metropolitan districts on , 2012, pursuant to Findings, Orders and Decrees, issued in the District Court of Eagle County, Colorado. The Orders and Decrees were recorded in the records of the Eagle County Clerk and Recorder on , 2012 at Reception# , # ,# and# The Districts.are located entirely within Eagle County. The legal description of the property forming the outermost boundaries of the Districts is described in Exhibit A attached hereto and incorporated herein by reference. Although the particular boundaries of the Districts may change at the discretion of the Districts' Boards of Directors,no property shall be included into more than one District imposing property tax levies. DIST1 ICTS PURPOSES: The Districts were organized for the purpose of financing public improvements, including but not limited to streets, traffic safety controls, street lighting, sanitary sewer, landscaping, and storm drainage, all in accordance with their Service Plan, which improvhements may be dedicated to the County or other governmental entities for operation and maintenance, or may be operated and maintained by the Districts or owners' associations formed for the development. The Districts' Service Plan is on file and available for review at the office of the Districts' general counsel, Collins Cockrel & Cole, PC., 390 Union Boulevard, Suite 400, Denver, Colorado 80228, and at the office of the County Clerk and Recorder,500 Broadway, Suite 101, Eagle, Colorado 81631. TAX LIEVY INFORMATION: • The primary source of revenue for the Districts is ad valorem property taxes. Property taxes are determined annually by each District's Boards of Directors and set by the Board of County Commissioners for Eagle County as to rate or levy based upon the assessed valuation of the property within such District. The levy is expressed in terms of mills. mill is 1/1,000 of the assessed valuation, and a levy of one mill equals $1 of tax for eac $1,000 of assessed value. Each District may impose aggregate mill levies of up to 55 mi is as adjusted. The mill levies may also be adjusted upward to account for {00283291.D$CX/) 1 1 statewide changes in the method of calculating assessed valuation of property. District taxes are collected as part of the property tax bill from Eagle County. Reference is made to the Service Plan for additional information regarding the District's financial powers and limitations. WOLCOTT METROPOLITAN DISTRICT NOS. 1-4 By: President STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of , 2012 by , as President of Wolcott Metropolitan District Nos. 1-4. • Witness my hand and official seal. My commission expires: Notary Public {00283291.DOCX/} H-2 1 1 EXHIBIT A FINANCIAL PLAN {00272787.DOCx/2} 1 EXHIBIT B LEGAL DESCRIPTIONS {00272787.DQCX/2) 1 • EXHIBIT C BOUNDARY MAP {00272787.DOCx/2) 1 • EXHIBIT D GENERAL DESCRIPTION OF IMPROVEMENTS • . {00272787.DOCX/2} 1 4 , I EXHIBIT E MAP OF PHASING AND LOCATION OF IMPROVEMENTS • {0 0272 78 712OCx/2} 1 • 1 EXHIBIT F FORM OF MILL LEVY DISCLOSURE STATEMENT WOLCOTT METROPOLITAN DISTRICT NOS. 1-4 EAGLE COUNTY, COLORADO DIST' CT ORGANIZATION The Wolcott Metropolitan District Nos. 1-4 (the"Districts"), Eagle County, Colorado, are quasi-municipal corporations and political subdivisions of the State of Colorado duly organized and existing as metropolitan districts pursuant to Title 32, Article 1, Colorado Revised Statutes. The Districts were declared organized and existing metropolitan districts on , 2012,pursuant to Findings, Orders and Decrees, issued in the District Court of Eagle County, Colorado. The Orders and Decrees were recorded in the records of the Eagle County Clerk and Recorder on , 2012 at Reception# , # , # and# . The Districts are located entirely within Eagle County. The legal description of the prop rty forming the outermost boundaries of the Districts is described in Exhibit A attached hereto and incorporated herein by reference. Although the particular boundaries of the D stricts may change at the discretion of the Districts' Boards of Directors,no property shall be included into more than one District imposing property tax levies. DISTRIjCTS PURPOSES: The Districts were organized for the purpose of financing public improvements, including but not limited to streets, traffic safety controls, street lighting, sanitary sewer, landscap ng, and storm drainage, all in accordance with their Service Plan, which improve ents may be dedicated to the County or other governmental entities for operatio and maintenance, or may be operated and maintained by the Districts or owners' ssociations formed for the development. The Districts'. Service Plan is on file and available for review at the office of the Districts' general counsel, Collins Cockrel & Cole, PC., 390 Union Boulevard, Suite 400, Denver, Colorado 80228, and at the office of the County Clerk and Recorder,500 Broadway, Suite 101, Eagle, Colorado 81631. TAX LEVY INFORMATION: The primary source of revenue for the Districts is ad valorem property taxes. Property taxes are determined annually by each District's Boards of Directors and set by the Boar of County Commissioners for Eagle County as to rate or levy based upon the assessed aluation of the property within such District. The levy is expressed in terms of mills. A ill is 1/1,000 of the assessed valuation, and a levy of one mill equals $1 of tax for each 1,000 of assessed value. Each District may impose aggregate mill levies of up to 55 mills, as adjusted. The mill levies may also be adjusted upward to account for {00272787.DOCX/2} 1 4 state ide changes in the method of calculating assessed valuation of property. District taxes re collected as part of the property tax bill from Eagle County. Reference is made to the Service Plan for additional information regarding the District's fmancial powers and li itations. WOLCOTT METROPOLITAN DISTRICT NOS. 1-4 By: President STATE OF COLORADO ) ) ss. COUNTY OF EAGLE ) The foregoing instrument was acknowledged before me this day of , 2012 by as President of Wolcott Metropolitan District Nos. 1-4. Witness my hand and official seal. My commission expires: • Notary Public • {00272787.DOCx/2} F-2 ■ • EXHIBIT A FINANCIAL PLAN • (00272787.DOCX/6) • • Stan Bernstein and Associates, Inc. Financial Planners and Consultants For Local Governments,Municipal Bond Underwriters, and Real Estate Developers 8400 East Prentice Avenue, Penthouse Greenwood Village, Colorado 80111 Telephone:303-409-7611, Fax:303-409-7612;Email:stanplan@earthlinknet April 18,2012 Mr.Rick Hermes Mr.Jeff Townsend Ms.Kim Aleckness Hermes Group Edwards,CO 81632 ($ nt Via Email) : WOLCOTT METROPOLITAN DISTRICTS NO. 1—NO.4 Delar Rick,Jeff and Kim: Attached is a Financial Plan for Wolcott Metropolitan Districts No. 1 —No.4. This Financial Plan is to be submitted as an Exhibit to the Service Plan. Phr posed Structure of the Districts Th Developer has decided to create multiple districts. The concept is that a Control Di trict("Service District No.1")will be responsible for all District operations (administration,landscaping,trail maintenance,park and open space operations and maintenance)and infrastructure management. T residential Financing Districts("Financing Districts No.2 and No.4")will include al residential property and are expected to levy 55.0 mills. The property taxes generated fr n 20.0 mills will be transferred to Service District No. 1 and used to pay for operating, m ntenance and administrative costs. The property taxes generated from a maximum debt service mill levy of 35.0 mills will also be transferred to Service District No. 1 and used to make debt service payments on Limited Tax General Obligation Supported Revenue Bonds expected to be issued by Service District No. 1. I • • 1 1 April 18,2012 Page 2 of 8 A Commercial Financing District("Financing District No.3")will include all commercial properties as well as 7 apartments constructed over the commercial space, and is expected to levy 15.0 mills. The property taxes generated from 5.0 mills will be transferred to Service District No. 1 and used to pay for operating,maintenance and administrative costs. The property taxes generated from 10.0 mills will also be transferred to Service District No. 1 and used to make debt service payments on Limited Tax General Obligation Supported.Revenue Bonds expected to be issued by Service District No. 1. Debt Issuance by the Districts Based upon a maximum 35.0 debt mill levy for Financing Districts No.2 and No.4,and a 10.0 debt mill levy for Financing District No.3, preliminary estimated Limited Tax General Obligation Supported Revenue Bonds that could be discharged by Service District No. 1 are presented below(average interest rates of 7.0%have been assumed for financial modeling purposes). Date of Issuance Par Amount of Bonds Net Bonds after DSRF/Issuance Costs December 1,2015 $2,000,000 $1,755,850 December 1,2017 5,500,000 4,833,150 December 1,2019 4,500,000 3,953,900 December 1,2021 2,000,000. 1,755,500 December 1,2023 4,500.000 3.870,000 Totals $18.500.000 $16,168.400 The amount and timing of the bond issues are very much subject to change depending upon various assumptions concerning municipal bond interest rates,the rate of buildout and related price points of residential and commercial properties,inflation and appreciation of real estate within the Districts'boundaries,and debt service coverage requirements imposed by bond investors and the municipal bond market in general. It is assumed that the net proceeds(net of Debt Service Reserve Funds estimated at 10% of maximum annual debt service,and 4%costs of issuance)of all bond issues will be used to reimburse the Developer for infrastructure costs incurred(Developer Capital Loans). It is also important to understand that the above estimated bond issue amounts are sized with the understanding that the Districts' debt service mill levy will be limited (capped)at 35.0 and,consequently,any bonds issued by Service District No. 1 will be Limited Tax General Obligation Supported Revenue Bonds as compared to Unlimited Tax General Obligation Supported Revenue Bonds which would be the case if the debt service mill levy was not capped or limited. Because of the 35.0 debt service mill levy limit,bond investors will demand debt service coverage which essentially means that Limited Tax General Obligation Revenue Supported Bonds will be sized and issued only 1 ril 18,2012 e3of8 s ng 25.0 to 30.0 mills instead of the authorized 35.0 mills. The above bond issues are s timed to be issued without Developer enhancements(no letter of credit would be uired,etc.). It is possible that all of these bond issues could be accelerated if the veloper decides to credit enhance the bonds(and fund several years capitalized interest dm the bond issues). It is also important for readers of this report to understand that the above bond issues assume that inflation,or property appreciation within the Districts' boundaries will only average approximately 1%per year beginning in 2016—we have calculated that if annual inflation averages 3%annually beginning in 2016 that approximately$7.0-$9.0 million of additional bonds could be supported by the Districts. Consequently,the Service Plan should authorize the issuance of substantially more bonds than the identified$18,500,000(a Service Plan bond authorization in the amount of 30,000,000 would not be unreasonable). 2addition to the maximum 35 milt debt service levy,the Districts expect to impose a 0%sales tax on taxable sales within the Districts'boundaries. This tax would apply to retail expenditures(restaurants and bars,shops,short-term lodging rentals,but would ex4lude take-out groceries). The sales tax could be set at a higher rate than 2.0%. The I'Jisstricts are expected to use the sales tax revenues to make a portion of the debt service pa ents on bonds issued by Service District No. 1. T Districts also expect to impose Development Fees which would be collected upon Oa h single family residential unit(SFE)at the time of building permit approval,and up n each 1,500 square feet of commercial space. For financial modeling purposes a D elopment Fee rate of$1,500 has been assumed although the actual rate could be higher than the assumed$1,500 rate,as will be determined by the Board of Directors of the Districts once the Districts are formed. It is assumed that the revenues generated Rolm Development Fees will be used to create a Surplus Fund which will be pledged to nttapce the debt service payments on the outstanding Limited Tax General Obligation Bonds Supported Revenue Bonds in the event that there are revenue shortfalls,although th could,also be used to reimburse the Developer for infrastructure costs. A inistrative,Maintenance and Operating Costs of the Districts The Districts plan on funding their administrative,maintenance,and operating costs from the property taxes generated from 20.0 mills(only 5.0 mills from Commercial Financing District No 3). These operating mill levies are assumed to minimize monthly a$sessments typically imposed by a Master HOA. Operating and maintenance costs vc}olxld include landscaping,parks,recreational amenities,trails,open space and limited read and alley maintenance. It is also possible that recreation user fees could help fund op rating costs associated with swimming pools and recreation centers although this potntial revenue source has not been modeled. At full buildout it appears that approximately$500,000 of operating property tax revenues could be available annually. It i$assumed that all road maintenance and plowing costs will be the responsibility of Eagle County. I April 18,2012 Page 4 of 8 The Districts also expect to receive asubstantial amount of revenue generated from a 1% Real Estate Transfer Fee imposed by covenants on all properties located within the Districts' boundaries. It appears that approximately$4.66 million of RETF revenues could be generated from initial sales subject to the RETF which will be imposed when any property is sold by the Developer and on each subsequent transfer. Secondary sales of residential living units could generate approximately$213,550 annually after the initial sale of residential living units. It is assumed that 75%of these revenues would be transferred to the Arts and Entertainment Trust Fund and 25%of these revenues would be transferred to the Wolcott Environmental Trust Fund. Comparative MW Levies and Property Tax Burdens There are currently approximately 50.0 mills levied on the property from other governmental entities such as Eagle County,the School District,the Library District,the Eagle River and Greater Eagle Fire Protection Districts and other various districts. The assumed incremental 55.0 mill levy for residential properties would result in a total overlapping mill levy for residential property of approximately 105.0 mills. For a single family home with an assumed actual value of$500,000 the 55.0 District mill levy would result in annual property taxes of approximately$2,189 and total annual property taxes (including the existing 50.0 mills)of approximately$4,179—or approximately 0.84%of market value. For a commercial property valued at$500,000 the 15.0 mill levy would result in annual property taxes of approximately$2,175 and total annual property taxes (including the existing 50.0 mills)of approximately$9,425—or approximately 1.9%of market value. The following chart presents selected mill levies for other communities located in western Eagle County. Entity District Mill Levy Total Mill Levy Eagle Ranch 38 98 Red Sky Ranch 65 109 Buckhom Valley 55 116 Cotton Ranch 63 122 Valagua 65 119 Cordillera 58 111 Villages at Avon 50 108 Wolcott—Res. 55 105 Wolcott—Corn 15 65 Not included in Wolcott's Total Mill Levy is a potential additional 20 mills that could be certified by ERWSD-Wolcott Sub District. April 18,2012 Page 7 of 8 Cash Flow Forecast-Service District No.1—Capital Projects Fund, Exhibit III, Page 15 This Exhibit identifies approximately$38.5 million of infrastructure costs that will be required by the Districts. It is assumed that the Developer will initially pay for these iinprovements and seek reimbursement from Service District No. 1 from net bond proceeds,development fees,and from property tax revenues not used to make debt service payments on bonds. Cash Flow Forecast—Service District No.1—Arts and Entertainment Trust Fund, J$xhibit VI,page 16 This Exhibit identifies 75%of the total RETF revenue collected to be dedicated to the Arts and Entertainment Trust Fund. Total revenues in excess of$4.9 million are projected through 2032. Schedule 6,page 45,presents the detailed RETF revenue estimates. ash Flow Forecast—Service District No.1—Wolcott Environmental'Trust Fund, hibit V,page 19 is Exhibit identifies 25%of the total RETF revenue collected to be dedicated to the olcott Environmental Trust Fund. Total revenues in excess of$1.6 million are p ojected through 2032. Schedule 6,page 45,presents the detailed RETF revenue estimates. ;gash Flow Forecast— Financina Districts No.2—No.4 —Fjtibits VI-VIII E hibits N-VI present the cash flow forecasts for each of the Financing Districts. P operty Tax revenues are shown being generated from debt service mill levies and from o erating mill levies. Specific Ownership Tax revenues are estimated to be a proximately 6%of property tax revenues. Development Fee revenues are projected to b collected when the building permit is issued based upon a rate of$1,500 per residential unit and for each 3,000 square feet of commercial space. 2%Sales Tax revenues are estimated based upon an average short term rental income of$5,000 per residential living unit,and$200'per square foot of annual taxable sales generation for retail establishments(excluding grocery stores). Eagle County Treasurer collection fees ar calculated at 3%of property tax collections. All revenues are either transferred to $ ice District's No. 1 General Fund or Debt Service Fund. April 18,2012 Page 8 of 8 Limitations and Disclaimer Stan Bernstein and Associates,Inc.has assembled this Financial Plan based upon information provided by Hermes Group and has not independently evaluated these key assumptions. Consequently,Stan Bernstein and Associates,Inc.does not vouch for the achievability of the assumptions or the results projected on Exhibits I—VI or on Schedules 1 -5 and disclaims any opinion as to their reliability. It is likely that actual assumptions and results will vary from those assumed and such variation could be material. For example a small variation in the land use,price points,rate of inflation, and buildout(which is very common in any type of real estate development project)can have a significant impact on assessed valuation and related property tax revenues,and the amount,and timing,of the assumed bond issues as well as the amount of Developer Operating Advances that are projected. Furthermore,it is difficult to predict how much debt service coverage bond investors may require for the issuance of Limited Tax Bonds, or the interest rates that might be demanded at the time of bond issuance;consequently, there can be no assurance that the amount of bonds presented in this report can be sold to third party investors. Very truly yours, Stan Bernstein Or the firm) Stan Bernstein and Associates,Inc. 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'' Ili 1 kg .g a til i . _ i � g ELI g _ N " 1 1I1I; IIf111j}Iht1 jfl VI 1 8 6 s ;it • • EXHIBIT B LEGAL DESCRIPTIONS {00272787.DOCX/6) \ DISTRICT I LEGAL DESCRIPTION \ That tract or parcel of land situate in Section 14,Township 4 South,Range 83 West of the sixth Principal Meridian,County of Eagle,State of Colorado,being a portion of the Parcel 8,according to ALTA/ASCM survey dated 2008 by PLC and more particularly described as follows. Beginning at a point;thence S 89°59'56"W a distance of 27.14 feet;thence S 00°36'12"E a distance of 58.68 feet;thence S 89°20'36"E a distance of 25.85 feet;thence N 00°39'24"E a distance of 58.98 feet \ to the point of beginning containing 0.036 aa+es more or less. \ \ \ ( . \ - \ \ . \ \ .tee \ \ • p \ \ N I \ BLM POINT OF .4,1, \ BEGINNING . • 589'59'56°w �, \ rA \ 27.14' • 9: so N� S 5$6�f�"E ..r, \ .* z .k.\ 58970'41"E 0 \ 25.85' \ BLM . O — \ \ U S' I . S89'30'08"E 584.96' . \ . \ DISTRICT 2 04-18-2012 A4Thibeque Land Consulting,Ltd 0 50. 100 Nance According to Colorado law You MUST commence any legal action based upon any Plrofeasional Land Surveying&Mapping^ mil. defect In this survey within three years after you 05 Capitol Street,Suits 5-P.O.Box 3893 1 inch— 100 feet first discovered such defect In no event;may EA91e,Colorado 61631 any aWon based upon any defect in this survey 10.328.6420 Office 970.326.6021 Fax DRAWN BY: 30B NUMBER: be commenced more than ten years from the CAP 10133-kgaidwg data of certification shown hereon. 1 DISTRICT 2 LEGAL DESCRIPTION SHEET 1 OF 2 That tract or parcel of land situate in Section 14,15,22,&23,Township 4 South,Range 83 West of the sixth Principal Meridian,County of Eagle,State of Colorado,being a portion of the Parcel 8,Parcel A-5&Right of way for Highway 6,all according to ALTA/ASCM survey dated 2008 by PLC,and more particularly described as follows. Beginning at a point;thence S 89 030'08"E a distance of 584.96 feet;thence S 37°10'24"E a distance of 270.80 feet;thence S 31°00'28'E a distance of 1171.20 feet;thence S 17°36'40"E a distance of 428.85 feet;thence S 24°5829"E a distance of 426.07 feet; thence S 12°59'40"W a distance of 564.92 feet;thence S 05°30'59°W a distance of 332.34 feet;thence S 13°36'01"E a distance of 662.73 feet;thence S 10°33'45"E a distance of 874.70 feet;thence S 70°2230"W a distance of 530.56 feet;thence S 79°02'47"W a distance of 42.23 feet;thence N 00°32'45"E a distance of 1947.42 feet;thence N 89°31'39` W a distance of 443.73 feet;thence N 20°52'30"W a distance of 844.80 feet;thence N 22°0830"W a distance of 310.23 feet;thence 1202.06 feet along a non tangent curve to the left with a radius of 2441.80 feet,having a central angle of 28°12'21"the chord of which bears N 38°43'10"W,1189.96 feet'thence N 55°38'12"W a distance of 302.16 feet;thence N 55°38'12"W a distance of 112.83 feet;thence N 51°19'04"W a distance of 16649 feet; thence N 35°03'14"E a distance of 410.14 feet;thence N 54°3358"W a distance of 98.34 feet;thence N 57°06'30"W a distance of 198.88 feet;thence N 33°14'43"E a distance of 56.74 feet;thence N 56°48'48"W a distance of 470.71 feet;thence N 33°24'30"E a distance of 238.63 feet;thence N 57°29'14"W a distance of 255.91 feet;thence 33°25'39"W a distance of 347.13 feet;thence N 56°35'30"W a distance of 492.60 feet; thence S 33°00'21"W a distance of 199.49 feet;thence N 5402814"W a distance of 19.79 feet;thence N 33°10'17"W a distance of 178.71 feet;thence N 24°44'31"W a distance of 127.55 feet;thence N 28°15'44"W a distance of 222.82 feet;thence N 41°06'06"W a distance of 212.51 feet;thence N 52°32'00"E a distance of 101.81 feet;thence 463.67 feet along a non tangent curve to the left with a radius of 1587.10 feet,having a central angle of 16°44'21"the chord of which bears S 83032'51"E,462.03 feet;thence N 87°58'21"B a distance of 615.10 feet;thence 798.06 feet along a non tangent curve to the right with a radius of 1482.50 feet,having a central angle of 30°50'37"the chord of which bears S 76°36'21"E,788.46 feet;thence 595.94 feet along a tangent curve to the right with a radius of 1482,50 feet,having a central angle of 23°01'55"the chord of which bears S 49°40'06"E,591.94 feet;thence S 00°26'59"W a distance of 170.61 feet;thence S 00°39'24"W a distance of 349.45 feet;thence S 89°59'56"W a distance of 27.14 feet; thence S 00°3012°E a distance of 58.68 feet;thence S 89°20'36"E a distance of 25.85 feet;thence S 00°39'24"W a distance of 180.41 feet to the point of beginning containing 123.956 acres more or less. 04-18-2012 Archibeque Land Consulting,Ltd NOTICE:According to Colorado law you MUST Professional Land Surveying&Mapping commence any feral acne'eased upon arty 105 Capitol defect In this survey within three years after you Street,Suite 5-P.O.lox 3893 flat discovered such defect.In no event,may Eagle,Colorado 81631 any adtan based upon any defer to his survey 970.328.6020 Office 970.328.8021 Fax DRAWN BY: JOB NUMBER; be commenced mom than ten years front the CAP 101334e:01 AI I data of certification shovm hereon. POW'OF DISTRICT 2 �� BEGINNIIJG vk 44 01 L434 C402 v;----------M SHEET 2 OF 2 d <t \\ \ `may C403 1 1 1 \\ �\`` t0<p 1 lg4g `\\ �\\ a9 sy (g28 Pry / .\ -.M - d / / a ....~�`\\ `��`•IN zb aL437 ,_ SEE DISTRICT I • %1. N. ' lg2.!gJ JL439 • .. 0 ? L400 \, ‘\:::: ‘ 1 \ O C400 \\ \ .40. \4\ \\ \ 0 .. `\ \ • 1.14E TABLE ,, \1 \ r.•..]LINE I BEARING I DIS1 ANCE 1 ,�\\ _ \t 1% u. 1400 689'30'08'E 584.96- C \ T t 1401 537'10'24"E 270.80 'J \ <. 1 1 1402 53•00'28"t 1171.2 \ Jr- 1 1403 ; 517'36'40"E 428 85 \ 1 1 rp L404 624'58'29"E ' 426.07 x\ _ 1 ." 1435 $12 59'40"W 564.92 - 1 1 L406 505'30'59"W _.332.39 I 1 1 1407 S13'36'01"E '662,73 . r I 1408 .510'33'45"E :874.70 , r° L. o ,t L409 570'22'37"W 530.56 \ 1 I L4tC' 579'02'47"Yl 42."<3 1 1 I 1411 400'32'45°E 1947.7111 �� 1111 1 r12 N89'31'39"W 4L3 73� \ 1412 I f L413 142052'30"W 84480 ; i. L4,4 1122'08'30"W 310,23 \ 1415 N55'38'12"W 302.16 1416 N55'389 2"W 112.83 1 L417 (451'19'04"W 1 166.49 - L418 1,35•03'19"E 410.14 1419 N5433'58"W f _-98.34 L420 N57'06'30"1V. .198.88 1 1 1421. (433`14'43"E 56.74... • ) 1 1422 (456'48'48"W 470.71 t 1.423 , N33'24.301 1 238.63 ;t i 'L424 1457'29'14"W 255.91 . 1 1425 $3375'39"W 347.13 1 L426 '56.35'30"w 492.60 1 i 1' 1 4 L427 533'00'2'"W 199.49 1 1 1428 (454'28'34"W <9.79 1 1 1429 (43310'17"W l 178.71 1 L433 N 4'44'31"W I 127.55 - ` 2 1 1431 N28.15'44"; 222.82 1 5 1432 N41•06'06"W 212.51 t 1433_ . (452'32'00"E • 101.81 LAOg 1434 N87'58'21" ; 615.10 . - L410 • 1435 ' •0'26•5•"W 170.61 - '° CURVE (ABLE ......._ L437 - 589'59' 6"W 27.14 1438 �� 58.68 CURVE RAD•US I LENGTH TANGENT DELTA CHORD. ' C400 2441.80 1202.06 613.47 2812'21" N36'43'10°11/ 1184.96 1439 584'20'36"E 25.85 r 0401 1587.10 463.67 233.50 16'44'21" S83'32'51°E 462.03 1440 500•39'24°W 180.41 I C402 1482.50 798.06 408.95 30'50'37" N76•36'211"W 78846 ' C403 1482.50 595.94 302.05_ 23'01'55" N49'40'06'W 591,94 8-2012 hibeque Land Consulting,Ltd 0 300 600 NoncE;/400urding Colorado law you MUST Professional Land Surveying&Mapping commence any legal actlm based upon any Yl 8 PP 8" defect In this survey within three years abler you 10s Capitol Street,Suite 5-P.O.Box 3593 1 inch=° 600 feet fig discovered sorb defect Tit no event.may Eagle,Colorado 81632 any action based upon any defect In from the 90.325 6020 Office 970.3316021 Fax DRAWN DY' JOB NUMBER: be aommenoed more than ten years from the CAP 101334egaldmg date of certification shown hereon. LEGAL DESCRIPTION That tract or parcel of land situate in Section 15,22,&23 Township 4 South,Range 83 West of the sixth Principal Meridian,County of Eagle,'State of Colorado,being a portion of the Parcel C,according to ALTA/ASCM survey dated 2008 by PLC,and Book 409,Page 221,and more particularly described as follows: Beginning at a point;thence S 06°24'00"E a distance of 117.10 feet;thence S 56°30'13"E a distance of 50.00 feet;thence N 73°12'55"E a distance of 117.20 feet;thence S 63°26'04"E a distance of 755.38 feet;thence S 56°3533"E a distance of 305.22 feet;thence S 55°22'01"E a distance of 176.77 feet;thence SO4°08'55"W a distance of 51.56 feet;thence S 19°49'30"W a distance of 117.10 feet;thence S 47°27'42"E a distance of 50.41 feet;thence S 63°10'00"E a distance of 266.20 feet;thence S 29°36'46"E a distance of 268.45 feet; thence S 78°23'33"W a distance of 68,82 feet;thence S 30°48'20 W a distance of 258.36 feet;thence N 69°28'41"W a distance of 101.84 feet;thence 176.80 feet along a non tangent curve to the left with a radius of 215.00 feet,having a central angle of 47°06'58"the chord of which bears N 20 02644°W,171.86 feet;thence N 44°00'13"W a distance of 728.67 feet;thence 279.51 feet along a tangent curve to the,left with a radius of 500.00 feet,having a central angle of 32°01'45"the chord of which bears N.60°01'06"W,275.88 feet;thence 264,18 feet along a tangent curve to the right with a radius of 1500,00 feet,having a central angle of 10 00528" the chord of which bears N 70°59'15"W,263.84 feet,thence N 65°56'31"W a distance of 267.92 feet;thence 158,62 feet along a tangent curve to the right with a radius of 156.00 feet,having a central angle of 58°15'33" the chord of which bears N 36°48'44"W,151.88 feet,thence 323.83 feet along a non tangent curve to the right with a radius of 200.00 feet,having a central angle of 92°46'18"the chord of which bears N 55°53'58"W, 289.60 feet'thence N 09°30'49"W a distance of 165.37 feet;thence 89.48 feet along a tangent curve to the left with a radius of 120.00 feet,having a central angle of.42°43'23"the chord of which bears N 30°52'31'W, 87.42 feet,thence N 42°22'49"E a distance of 191.55 feet;thence S 50°2642"E a distance of 339.27 feet to the point of beginning containing 18.204 acres more or less, POINT OF „so t3,, 7 BEGINNING 0305 DISTRICT 3 W SHEET 1 OF 3 0 014 43,3 r+ 434. iito.t_ C30 C303 ...... ' , 407\ 3 `` 1.376• ���4.r C302 ' \ L3j) qy C301. \ c I..ii S' t LINE TABLE nn LINE BEARING DISTANCE OG�,T� \\ c�A 730 IS CE \ S 1300 N09'30'4 9"W 165.37 \ 1301 565'56'31"E 267.92 �i,, \ 1.302 544'00'13"E 728.67 \ <ti 1303 N 19'49'30"E 117.10 \ O0 1304 N47'27'42"W 50.41 L305 N6310'00"W 266.20 \ 1306 N29'36'46"W 268.45 1307 L307 N78'23'33"E 68.82 1.308 N30'48'20"E 258.36 C300 1 �b ' 1309 569'28'41"E 101.84 i 1310 542'22'49"w 191.55 Lo 9 1311 N50'26.42"W 339.27 L312 N0624'00"W 117.10 1313 N56'30'13"W 50.00 CURVE TABLE 1314 573'12'55"W 117.20 CURVE RADIUS LENGTH TANGENT DELTA CHORD 1315 N63'26'04"W 755.38 C300 215,00 176.80 93.74 47'06'56" N2016'44"W 171,86 L316 N56'35'33"W 305.22 C301 500.00 279.51 143.51 32'01'45" N60'01'06"w 27586 1317 N55'22'01"W 176.77 C302 1500.00 264.18 132.43 10'05'28' 570'59'15"E 263.84 L318 6104'08'55"E 51.56 0303 156.00 158.62 86.93 5815'33` 536'48'44"E 151.68_ C304 200.00 323.83 209.92 92'46'18- 55553'58"E 289.60 C305 120.00 89.48 46.93 42'43'23" N30'52'31-W 87.42 04-18-2012 Archibeque Land Consulting,Ltd o 150 300 NOTICE:According to Colorado law you MUST Professional Land Surveying&Mapping defect i in n nce any legal anion based upon any defect this survey within three years after you 105 Capitol Street,Suite 5-P.O.B ox 3893 1 inch= 300 feet first discovered such defect In no event,may Eagle,Colorado 81631 _ any action based upon any defect In this survey 970328.6020 Office 970.328.6021 Fax DRAWN BY: JOB NUMBER: be commenced more than ten years from the CAP 1013311gaF4u g date of certification shown hereon. ' LEGAL DESCRIPTION That tract or parcel of land situate In Section 14,15,22&23 Township 4 South,Range 83 West of the sixth Principal Meridian,County of Eagle,State of Colorado,being a portion of the Parcel A-S,&Highway 6 Right of Way according to ALTA/ASCM survey dated 2008 by PLC and more particularly described as follows. Beginning at a point;thence 222.36 feet along a tangent curve to the left with a radius of 1587.10 feet;having a central angle of 08°01`38"the chord of which bears S 71°09'51"E,222.18 feet'thence S 52°32'OD"W a distance of 101.81 feet;thence S 41 006'06"E a distance of 212,51 feet;thence S 28°15'44"E a distance of 222.82 feet;thence S 24°44'31"E a distance of 127.55 feet;thence S 33°10'17"E a distance of 178.71 feet; thence S 54°28'34"E a distance of 19.79 feet;thence N 33°00`21"E a distance of 199,49 feet;thence S 56°35'30'`E a distance of 492.60 feet;thence N 33°25'39"E a distance of 347.13 feet;thence S-57°29'14"E a distance of 255.91 feet;thence S 33°24'30"W a distance of 238:63 feet;thence S 56°1848"E a distance of 470.71 feet;thence S 33°1443"W a distance of 56.74 feet;thence S 57°06'30"E a distance of 198.88 feet; thence S 54°33'58"E a distance of 98,34 feet;thence S 35°03'19"W a distance of 410.14 feet;thence N 51°19'04"W a distance of 812.68 feet;thence N 56°35'30"W a distance of 150,00 feet;thence N 62°4049"W a distance of 377:13 feet;thence N 56°35'30"W a distance of 800.00 feet;thence N 66°2117"W a distance of 211.00 feet;thence N 27°32'04"E a distance of 1139 feet;thence S 62°27'56"E a distance of 6.00 feet; thence N 27°32'04"E distance of 346.01 feet;thence N 18°08'27''E a distance of 38.11 feet;thence N 18°56'13"E a distance of 10023 feet;thence S 67°09'02"E a distance of 30.46 feet to the point of beginning containing 20.845 acres more or less. `226 �,, C200 DISTRICT 3 N/. SHEET 2OFS' 0> 7 - POINT OF 14,, BEGINNING <20 e Y s. w !?09 l.° os g <�o) 01 / z?,g 4203 / ^o / S. / LINE TABLE - ;LINE BEATING DISTANCE. / / (?/, 'L200 S5232'00''W 101.81 / / L201 541'06'06"E 212.51 �7ff 11202 52815'44"E 222.82 L203 $24'44'31"E 127.55 4 2r Ati 1204 53390'17"E 178.71 . .Y L205 554'28'34"E 19.79 ?�J L206 1433'00'21"E 199.49 • C?�A 1207 55615'30"E 492.60 L208 N3325'39"E 347.13 I L209 5572914"E 255.91 1210 S33'24'30"W 238.63 i (`)16' L211 556 48'48"E 470.71 > i L212 -S3314'43"W 56.74 - - O vry L213 557•06'30"E 198.88 `L214 554'33'58"E 98.34 • {O 1 L215 S35•03•19"W 410.14 ti),.. 1216 15119'04"W 812.68 j/fY� 1217 145615'30°W 150.00 1218 N62 40'49"W 377.13 1219 N56'35'30 1W 800.00 •L220 146621'77"W 211.00 L221 N2T32'04°E 13.39 • L222 S62•27'S6"E 6.00 CURVE TABLE L223 142732'04"E 346.01 CURVE RADIUS LENGTH 'TANGENT I DELTA CHORD 1224 N18'08'27"E 38.11 - C200 1587.10 222.36 111.36 ` 8'01'38" 571'09'51"E 222.18 1225 N18'56'13"E 100.23 - 1226 S67'09'02"1 30.46 04-18-2012 - Archibeque Land Consulting,Ltd o 150 300 NOTICE:According to Colorado law you MUST • "'P ofessional Land Surveying&Mapping^' commence any legal action based upon any defect In this survey within three years after you 1$5 Capitol Street,Suite 5-P.O.Box 3893 1.inch= 300 feet first discovered such defect to no event,may Eagle,Colorado$1631 any action based upon any defect In this survey BRAWN BY: 108 NUMBER: be commenced more than ten years from the 328.6020 Office 970.328.6021 Fax 10133-cgnlAwg CAP date of eertirka$on shown hereon: LEGAL DESCRIPTION DISTRICT 3 SHEET 3 OF 3 That tract or parcel of land situate In Section 14,Township 4 South,Range 83 West of the sixth Principal Meridian,County of Eagle,State of Colorado,being a portion of the Parcel B,ALTA/ASCM survey dated 2008 by PLC and more particularly described as follows. Beginning at a point;thence N 03°57'15"E a distance of 566.93 feet;thence S 41°31'58"E a distance of 253.89 feet;thence S 56°0831"E a distance of 300.22 feet;thence S 00°32'15"W a distance of 562.33 feet;thence S 00°26'59"W a distance of 29.07 feet;thence 595.94 feet along a non tangent curve to the left with a radius of 1482.50 feet,having a central angle of 23°01'55"the chord of which bears N 49°40'06"W, 591.94 feet,containing 5.467 acres more or less. S srr "f,* c9-1 BLM �.I Ssso aoo in rid R=1482.50 BIN( Tan=302.05 A=.23'01'55" CH=N49'40'06"W 1 591.94 N N POINT of o In BEGINNING N to o \ 500.26'59"W 29.07 \ G 04-18-2012 Archibeque Land Consulting,Ltd 0 100 200 NOTICE:According to Colorado law you MUST —Professional Land Surveying&Mapping commence any legal actin based upon any defect In this survey within three years after you 105 Capitol Street,Suite 5-P.O.Box 3893 1 inch= 200 feet first discovered such defect, to no event,may Eagle,Colorado 81631 any action based upon any defect In this survey 970.328.6020 Office 970.328 6021 Fax DRAWN Br JOB NUMBER: be commenced more than ten years from the CAP I0I334egal.dmg date of certification shown hereon. DISTRICT 4 LEGAL, DESCRIPTION SHEET 'I OF 2 That tract or parcel of land situate in Section 22,23,815,Township 4 South,Range 83 West of the sixth Principal Meridian,County of Eagle,'State of Colorado,being a portion of the Parcel C,according to ALTA/ASCM survey dated 2008 by PLC,Book 409 Page 221,and also Book 93 Page 381 and more particularly described as follows. Beginning at a point;thence S 42°2249"W a distance of 191.55 feet;thence 89.48 feet along a non tangent curve to the right with a radius of 120.00 feet,having a central angle of 42043'23"the chord of which bears S 30°5211"E, 87.42 feet,thence S 09°3049"E a distance of 165.37 feet thence 323.83 feet along a tangent curve to the left with a radius of 200.00 feet,having a central angle of 92°46'18"the chord of which bears S 55°53'58"E, 289.60 feet,thence 158.62 feet along a non tangent curve to the left with a radius of 156.00 feet,having a central angle of 58°15'33"the chord of which bears S 36°4844"E, 151.88 feet,thence S 65°5611"E a distance of 267.92 feet thence 264.18 feet along a tangent curve to the left with a radius of 1500.00 feet,having a central angle of 10 00528"the chord of which bears S 70°59'15 E, 26184 feet,thence 279.51 feet along a tangent curve to the right with a radius of 500.00 feet,having a central angle of 32°01'45"the chord of which bears S 60°01'06"E, 275.88 feet,thence S 44°00'13"E a distance of 728.67 feet;thence 176.80 feet along a tangent curve to the right with a radius of 215.00 feet,having a central angle of 47°06'58"the chord of which bears S 20°2644"E, 171.86 feet,thence S 69°2841"E a distance of 101.844 feet;thence N 30°48'20"E a distance of 258.36 feet; thence N 78°23'33"E a distance of 68.82 feet;thence S 29°36'46°E a distance of 460.99 feet;thence S 41°38'26"E a distance of 298.45 feet;thence S 12°19'35"E a distance of 269.09 feet;thence S 20°52'30"E a distance of 650.11 feet;thence N 89°1719"W a distance of 1147.49 feet thence S 00°40'22"W a distance of 644.79 feet thence N 88°02'25"W a distance of 869.04 feet;thence N 30°48'20"E a distance of 623:24 feet; thence N 51°15'55"W a distance of 58432 feet;thence N 38°19'02"W a distance of 539.28 feet;thence N 62°48'35 W a distance of 588.51 feet;thence S 78°5018"W a distance of 316.60 feet;thence N 18°20'01"W a distance of 90.61 feet thence N 56°58'41"W a distance of 697.09 feet;thence N 16°23'57"W a distance of 757.58 feet;thence N 57°4B'19"W a distance of 365.60 feet;thence N 00°39'08"E a distance of 398.54 feet thence N 00°55'25"E a distance of 180.55 feet;thence N 00 42'48"E a distance of 963.68 feet;thence S 87°32'30"E a distance of 348.18 feet;thence N 17°57'00"E a distance of 75.00 feet;thence S 62°02'58"E a distance of 721.87 feet;thence S 56°35'30"E a'distance of 731.70 feet;thence S 50°26'42"E a distance of 314.49 feet to the Point of Beginning containing 195.460 acres more or less. 04-18-2012 Atchiibeque Land Consulting,Ltd NornE:Ong to Colorado law you MUST • ->rrc feaeional Land Surveying&Mapping^ commove any legal action rased upon any defect In dnls survey within three years after you 7051 Capitol Street,Sulte S-P.O.Box 3893 �4D°"a'a der d. no Wit.Indy Eagle,Colorado 81831 any action used upon any defect to Ws survey 9174 328.802D Office 970.328.6021 Fax DRAWN BY' 308 NUMBER: be commenced more than ten years from the CAP 101334egal dwg date of Belt ffiaeon shown hereon. _ LINE TABLE LINE I BEARING 'DISIANCE- DISTRICT 4 1 100 ! 1487'32:30"W _348 18 1101 $17'57'00"W 75.00 L102 N62'02'58"W _ 721.87 SI-IEEE 2 OF 2 L103 N56'35'30"111_ :131.70 L104 NSO'26'42"W 314.49 Li05 N42'22'49"E 191.55 L106 N09'30'44"W _ 165.37 1107 N65'56'31"W_ 267.92 L108- N44'00'13"W 728.67 L109 N6928'41"W - 101:84 �,� 1110 S30'48'20"W 258.36 ... L111 S78'23'33°141 68.82 1112 N29'36'46"W 460.99 L100 L113 N41'38'26"W 298.45 O <r- 1 114 N'2'19'3 "W 269.09 • _' . _L115 N0'52'30"W 650.11 L11_6 389'17'39"E 1147:49 oa r•1 _ _ L117 N00'40'22"E 644.79 7J /O_,?- - POINT OF l.118 _S3U'48'20"VI_: 623.24 \\ ` BEGINNING \\) L119 551'15'55"E 584.32 lu 1120 538'19'02°E 539.28 u� L121 _ 562_48'35"E _ 598.51 N ,.U- L122 N78'50'58"E 316.60 IN 0100 � r 1123 518'20'01"L 90.61 "E _1124 _556'58'41 69/.09 L125 516'23'57"E 757.58 (_r • C1U 1126 557'48'19"E 365.60 1127 S09'S5'25"W 180.•5 C)c,6 (CIO 1107 -1128 128 500'42'48"W 963.68 L129 . 588'02'25"E 669.04 C103 • L130 500'39'08"W 398.54 C104 ■ Us DISTRICT 4 �.V 1-1,1 C1US U <, l/a1 GtOy -, 0 i ...1, 1-122 !� -- <121 'r `1 d . <r rl L116 .� N �. J L129 -- CURVE TABLE CURVE RADIUS 1 ENG I I•:- TANGENT DELTA CHORD C1T0 120.00 89.48 -.. 46.93 ..... 42_43'23_. , N3U'S2'31"W_- 87.42 C1111 200.00 -323.83 209.92 _92'46'18" 555'53'58 7 289.60 C102 156.00 158.62 86.93 58'15'33" 536'48'44"E 151.88 C103 1500.00 ; 264.18 132.43 10'05'28" 570'59'15"E 263.84 C104 500.00 219.51 143.51 32'01'45" 1460'01'06"W 775.88 C105 215.00 176.80 93.74 4)'06'58" N20'26'44"N 171.86 04-18-2012 Archibeque Land Consulting,Ltd 0 . 300 600 NanCE:According to Colorado taw you MUST Professional Land Surveying&Mapping commence arty legal action baud upon any defect in this survey within three years alter you 105 Capitol Street,Suite 5-P.O.Box 3893 1 inch= 600 feet first discovered such defect In no event,may EaQie,Colorado 61631 any action based upon any defect In this survey 970.328.5920 Office 970.328.6021 Fax DRAWN BY: JOB NUMBER: be cdnwnenced more than ten years horn the CAP 101331ega1.dmg date ot certification shown hereon. EXHIBIT C BOUNDARY MAP (00272frE 7.DOCX/6) i sigt.--sA, \\ 41,7* NS.' 'N:k r . q!q% ,--"\\:. iii ko kkr%,4 c ."-E ,-! -,01b. fk1/4., 0::* 4SkikN\141 ,,,,,to,44,:k44.%NNIN4144$ W )7! ‘...‘,,v2-,,,-,,,,,,,;;.;:k., _ --4.,„,,, lik,, '111'‘,"\ \Ilk, ,4 h.44 tV, A\+4,, '''Y'r'''..\ N ,,, iiik CO' , , r` '4',.,4':',4.,, ',,'‘', °;',,'• t ' ,,i' , ,4&,'44**4\-1,-..INV*;,,,,\ * " 4';'Vol..4114 ."0 , ,,,' ,` :, .8,,,', `; ,644,4,;',/;:V A:.,,,NN, " ,§&W2s7,•:#17%.itrkz.N4b. .,,,-- \‘‘,4,,Nvw,,,-,t C i 4., ..',. • 4:.N.-,4 4., N•44:i t.4.1 5 I ' -4r,'4 41 i.*4",44:k''.•4 7':4 Itlit.4 N,. \\*$ NI C I � � ' : � • ,t, " , ,/7 „,''--,,,,,,...1„,,V , 41k ',0.4.,*`,‘,:k*'',1\c't \ 1 �ViNX I ' ' ' ,3�y i ,�i� g � , " * �fi3,�6y" ` " 4'>' ', . ' ' Q1 N Je ` � �r� �"ar�•c "Lk4y ia A. � t } -zw a r s *' �y t +.".. " ;*r 9 � r .0,c°4-.41'k 1 g1, � --ie a ¢�- 4• ..:''' I.4',--12% 7 ,t %.1414'N % 4kik,,,.. ANI\7*,s,-,z,t o :,,,:, ‘,.\°144", --, • .bt\--- -,\\*. ,-. ,slizi,-4.. 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CO la to O O 0I N .Ni pOi M C' t0 N 0 QQ O tOO 0 O O CO tot N Inr N O N 0 03 lo O N N N 00 00 a„I V eO-I 00 ttO O� tto co o 0 CNO N to 44 tr) CO V.} 0 � IA ci 4J Vl WI t� CCOO 0 oo N (h 4.4 N 4, i) t.!? In iii V) (,n r4 v1 1J ,r,1 VI 44 v} Q V) </) Vt V} r1 V) N a--i h 0 0 0 r O O O 0 0 0 0 0 CO M O O p 0 c7 0 0 0 Ot o O O D 'al `D 8 M VIO O O O O Lq 0 p p O ° S O • pNO O N taa 0 0 O h v O O O ,r,l O 8 0 O Oi O h O 00' O r: 4 ' N d m O to 0 d a 00 ` O O d c5 O p' O O M ,-1 <-i 0G N r` to u) c•I M C VI et•r4 O O} 0 cD N %f OO O m i,,,-4., p P: ,, d• tO cr rN l ct M M 0 N t/ V} ct th N .--1 r1 .-1 ih t/ i •V ci i L .I if). t •V • h } .-1 O O O '0 8 000 IOn 000• N O Q O O O O O O S V O 0 8 * Ohi c ti O S O to a S8ni p • V0 Y 0 0 u O O O N h aN O O v• V) VM p O V V S p 0N to rn 0 N O .O WV n p 4.6 in M im p p 1./)./f• if) , V. N ci tO 8 P r:- zi .. 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N rI C 00 °O °O °O 0 q 0 CO ° 0 00 oo) Vi O w LO/) O O 000 O in en m N 000 th .at 0 Lr) t/} O H V N 00 N '� •' Ln ,F O .4 ri ui 00' t/1 01 u9 H N V1 CO V? h 4.4 t11 t/1 N N 1J) L • C 7 w N O c01 C) 0 pp H H H H H H 13 • N H m a v a • • F- 2 • a C Lia ++ C a. 2 p a+ ao v, Ln t as tr) C c °o U U E E ce 0. c tii • 6 414 Cr N Cr t 1 t Be tJ U a to d0 ' h 0 VNY 00 • U) 01 a c �. 0 0 tn E z `o w EXHIBIT G MAP OF LOCATION OF IMPROVEMENTS {002727 7;DOCX/6} THE WOLCOTT METROPOLITAN DISTRICTS NOS . 1THRU4 CONSOLIDATED SERVICE PLAN S Eagle County April 2012 (CO272787DOCX/6) OLCOTT METROPOLITAN DISTRICTS 1 THRU 4 EAGLE COUNTY COLORADO PREPARED BY COMMUNITY CONCEPTS COLORADO,LLC BOUNDARIES UNLIMITED INC. STAN BERNSTEIN&ASSOCIATES,INC. COLLINS COCKREL& COLE • (0027278 DOCX/6) TABLE OF CONTENTS 1. INTRODUCTION 1 2. PURPOSES OF DISTRICTS 2 3. PROPOSED DISTRICT BOUNDARIES/SERVICE AREA 4. 4. PERMITTED LAND USES/POPULATION PROJECTIONS/ASSESSED VALUATION 4 5. DESCRIPTION OF DISTRICT POWERS.SERVICES AND IMPROVEMENTS 4 (a) Services and Improvements. 5 (b) Other Powers. 9 6. ESTIMATED COSTS OF IMPROVEMENTS 10 7. ESTIMATED COSTS OF OPERATIONS AND MAINTENANCE 11 8. FINANCIAL PLAN/PROPOSED INDEBTEDNESS 11 (a) Financial Plan. 11 (b) Bond Issuance and Developer Advances 12 (c) Debt Authorization. 13 (d) Parameters for Debt Issuance. 14 (e) Revenue Sources 15 (0 Operations, Maintenance and Administration 15 9. INCLUSIONS/EXCLUSIONS 15 10. DISSOLUTION/CONSOLIDATION/INACTIVE STATUS 16 11. CONCLUSION 16 {00272787.DOCX I"6} i 1 LIST OF EXHIBITS E BIT A Financial Plan E BIT B Legal Descriptions EXHIBIT C Boundary Map EXHIBIT D Vicinity Map EXHIBIT E Site Plan EXHIBIT F Cost Summaries of Improvements EXHIIBIT 6 Map of Location of Improvements EXN'IBIT H Form of Mill Levy Disclosure Statement {00272717DOCX/6} ii 1. INTRODUCTION The Wolcott Development is a mixed use "new town"development(the "Development")located at Wolcott, Colorado in Eagle County(the"County"), consisting of 373 acres proposed to be developed into approximately 431 residential units (which may be developed into a maximum of 679 residential"unit counts"including accessory dwelling units)and up to 150,000 square feet of commercial space. The development will occur in phases,thus making appropriate the establishment of multiple metropolitan districts to handle the various stages and types of development. Wolcott Metropolitan District No 1 (the"Service District")will be responsible for oversight of the construction and financing, ownership and operation of the public infrastructure.. District No.2 and District No. 4 will consist of residential neighborhoods to be developed as the market allows,with District No. 3 consisting of the commercial development as well as associated residential units(collectively,District Nos.2 through 4 comprise the"Financing Districts"and together with the Service District they comprise the"Districts"). Commercial property is assessed for taxation purposes at nearly four times that of residential property,thus warranting a lower property tax levy in the commercial area,able to be achieved through placing the commercial property in a separate District. It is possible that a District No 5 could be requested to be formed at a later date in order to adjust the phasing of development. The Wolcott Development is currently owned by three separate parties. Community Concepts Colorado is the applicant of the Planned Unit Development(the "PUD") for the Wolcott Development. References m this Service Plan to a"Developer" apply to Community Concepts Colorado,LLC and any affiliated or related entity, and any successor developer or an affiliated or related entity thereof. The Wolcott Development PUD has received Sketch Plan Approval from the Eagle County(the"County")Board of County Commissioners. The Developer is preparing the PUD Preliminary Plan for submittal to the County. The concurrent submittal of PUD and Service Plan applications is necessary because the Service District is to execute one or more intergovernmental agreements with the Colorado Department of Transportation("CDOT")before the end of 2012,which in turn requires that the Districts' organizational elections be held on November 7,2012. Although the PUD and the Service Plan both relate to the same project,the Board of County Commissioners retains the authority to consider each application separately. In.particular, the approval of this Service Plan shall bestow no vested rights upon the subject property. As further described in Section 10, if the Final PUB is not approved by May 1,2013,the Districts shall either be put on inactive status or be dissolved. This Service Plan gives an overview of the services and functions that the Districts are expected to provide and it also sets forth the parameters of the Districts' authority. (00272787,DOCX/6) 1 II How r er,the projections contained in this Service Plan(including the Financial Plan and a des iption of the public and private improvements in the Wolcott Development) repr nt the best.current information and estimates of the parties but are not intended to creat imitations on the Districts. The Districts will have all the powers and authorities available to metropolitan distrie under Title 32, Article 1,C.R.S. (as amended from time to time,the"Special Disfri t Act"),although all may not be utilized. As related below, water and sewer will be provided by the Eagle River Water and Sanitation District; fire protection by either the Eagle River Fire Protection District or Greater Eagle Fire Protection District;and emergency medical services by the Eagle County Health Service District. The Districts' boundaries will overlap with Western Eagle County Metropolitan Recreation District. The Fire Districts and the Health Service District(Ambulance District)will develbp facilities as the need arises. The Water and Sanitation District has agreed to . establish a Water and Sanitation Subdistrict(the"Water and Sanitation Subdistrict") for water and wastewater purposes;and with security provided by the Developer,has agreed to arrange for financing,construction, ownership and operation of the water and sewer cilities. Those costs may be assisted by the Districts as is required and/or able to be a ' mplished. The Water and Sanitation District shall also determine the adequacy of the wit r rights being conveyed to it by the Developer for the Development. 11 other infrastructure,including but not limited to streets, drainage, traffic signals ation,transportation,parks and recreation,and mosquito control,may be provided throug the'Districts,as discussed in Sections 5 and 6 below. it is estimated that less than one-half of the actual costs of the infrastructure will be ablee o be financed through municipal bonds. The rest will be donated by the Develo er. The Financial Plan is set forth hi Exhibit A. 2. URPOSES OF DISTRICTS the management and control district,the Service District will be responsible for managing, implementing and coordinating the financing,acquisition, construction, completion and operation of certain public infrastructure(all of which public impro ments are referred to herein generally as the"Improvements") and services throu ut the Development(referred to herein generally as the"Services"). The impro ments and Services are more particularly described in Sections 5 and 6 below. The I rovements will be completed for the collective use and benefit of the property owners d residents of the Districts, as well as for all citizens of the County and Colorad (the"State"). Upon completion,it is anticipated that the Service District will dedicate and transfer certain of the Improvements to other governmental entities and/or one or ore owners associations(the"Owners' Associations")as described in Section 5. 00272787,1Dbcx f 6) 2 The Service District is expected to operate and maintain all other Improvements within the Development. It is anticipated that the Developer will make advances to the Service District as necessary to fund the costs of acquisition,construction and completion of the Improvements until such time as the Service District can issue bonds. Alternatively,any of the Districts may, if feasible, issue bonds immediately to fund the costs of the Improvements and to pay back any developer advances. It is expected that the Financing Districts will pay all tax collections and other revenue to the Service District,which revenue will be applied to the payment of debt service on bonds and the costs of administration, operation and maintenance of the Improvements which are not transferred to other parties and to the costs of providing the Services. The Service District shall also administer the Arts and Entertainment Trust Fund and the Wolcott Environmental Trust Fund(discussed in Section 5(a)). The arrangements for financing,acquiring, constructing, completing,operating and maintaining the Improvements and providing the Services will be set forth in an intergovernmental agreement among the Districts(the"Inter-District IGA").• Because of the lengthy build-out period of the Development,the use of the Service District as the management district in cooperation with the Financing Districts will ensure that the Improvements are financed and constructed in coordination with the various phases of the Development and not sooner. This phased financing approach will also ensure that property owners within the Districts are not taxed unnecessarily for Improvements before they are needed and will reduce.the costs of financing generally. The Development is not presently served with the facilities or services to be provided by the Districts,nor does the County or any other special district have any plans to provide such facilities or services within a reasonable time and on a comparable basis. The Water and Sanitation District has agreed to establish the Water and Sanitation Subdistrict for water and wastewater purposes; and with security provided by the Developer,has agreed to arrange for financing, construction,ownership and operation of the water and sewer facilities. The Water and Sanitation District has purchased land suitable for water and wastewater treatment facilities to serve the developable areas. Alternatively,the Water and Sanitation District and Developer may locate the water and sewer facilities to a different site,to be dedicated by the Developer. The Water and Sanitation District and Developer are in the process of negotiating a reimbursement agreement by which the Developer will make advances to the Water and Sanitation District for the costs of the water and sewer capital improvements,with the intent that such costs will ultimately be borne by either the Water and Sanitation Subdistrict or the Districts. The Districts may enter into an intergovernmental agreement with the County with respect to the provision of services and facilities within the Development. The Service District is expected to enter multiple intergovernmental agreements with CDOT(the (00272787.DOCx/6) 3 ', "CD IGAs")related to highway improvements,including the relocation of Hig ay 6 and the modification of the interchanges to I-70. The use of the Districts to finance,acquire, construct, complete, operate and maim in the Improvements,which are not transferred to other parties,will assure the provis on of requisite public infrastructure and other attractive public amenities within the a elopment and the vicinity and will generally promote the public welfare of the Court t. . Thus,the organization of the Districts will promote both the interests of present and nature residents,property owners and taxpayers within'the Districts as well as the general interests of the County. 3. PROPOSED DISTRICT BOUNDARIES/SERVICE AREA The Service District will be organized to manage,implement and coordinate the financ*ig,acquisition, construction,completion, operation and maintenance of the Improvements and provision of the Services for the Development. It is anticipated that there NVill be no residential or commercial buildings within the Service District.. The. gene composition of the Financing Districts is described in Section 9. The boundaries of the istricts are located entirely within the County,as more particularly described in the leg 1 description.of the initial expected boundaries of the Districts attached hereto and incorp rated herein as Exhibit B,and are also shown.on the boundary map attached hereto d incorporated herein as Exhibit C. A vicinity map and site plan are attached as Exhil�i D and Exhibit E. The service area of the Districts will consist of all property that is eluded into their collective boundaries, as well as any areas in which off-site Impro rents will be completed(together,the"Service Area"). 4. ERMITTED.LAND USES/POPULATION PROJECTIONS/ASSESSED ALUATION he Development is planned to offer a mix of residential,mixed-use commercial (retail d service),municipal and community uses and private active and passive open space. he expected permanent combined population of the Districts is 1,800 at full build-o t The current assessed value of all property within the boundaries of the District is approximately$129,510 and is projected to be approximately$50,100,000 at full build- out: 5. 'ESCRIPTION'OF DISTRICT POWERS, SERVICES AND ii 6'ROVEMENTS The Service District will manage,implement and coordinate the financing, acquisition, construction, completion, operation and maintenance of the Improvements and the rovision of the Services within and without the boundaries of the Districts in accor ce with the terms of the Inter-District IGA. The Districts will possess all the powers nd authorities available to metropolitan districts under the Special District Act, {00272787.1$0Cx/6} 4 - although all may not be utilized. Without limiting the foregoing,the following is a general description of the Districts'powers and authorities,the Services that they are expected to provide, and the Improvements that they are expected to acquire or construct. (a) Services and Improvements. (i) Park and Recreation Improvements. The Districts shall have the power and authority to provide for the design, acquisition,construction,installation, completion, operation and maintenance of parks and recreation improvements and programs as authorized by the Special District Act, including without limitation a canoe and kayak club,nature center,river parks, swimming pools,playgrounds and playfields, pocket parks,meditation lawns,park shelters and facilities,hiking trails, common areas, open space areas,landscaping,hardscape,wildlife preservation and mitigation, signage, entry and architectural features,a community center,recreational facilities, irrigation,art and cultural activities,together with all necessary,incidental and appurtenant facilities, land and easements,and all extensions of and improvements to such facilities within and without the boundaries of the Districts. All park and recreation improvements will be designed and constructed in accordance with any applicable specifications of the County. It is expected that the Districts or the Owners' Associations will own, operate and maintain the park and recreation improvements. The Districts' boundaries will overlap with Western Eagle County Metropolitan Recreation District;it is not anticipated that the Improvements will be conveyed or maintained by the recreation district. (ii) Drainage Improvements. The Districts shall have the power and authority to provide for the design, acquisition, construction, installation, completion, operation and maintenance of a stormwater management system, including without limitation stormwater, sewer, flood and surface drainage facilities and systems, detention/retention ponds and associated drainage facilities,together with all necessary, incidental and appurtenant facilities,land and easements, and all extensions of and improvements to such facilities within and without the boundaries of the Districts. It is o expected that the Districts o r p t the Owners' Associations will own, operate and maintain the drainage improvements. All drainage improvements will be designed and constructed in accordance with the standards and specifications of the County and any other applicable.State or federal agencies. (iii) Street Improvements. The Districts shall have the power and authority to provide for the design, acquisition, construction, installation,completion, operation and maintenance of street,roadway and related landscaping improvements, including curbs, gutters, culverts, and other drainage facilities,pedestrian ways, bridges, alleys,parking facilities,paving,lighting, grading,landscaping, irrigation,and structures; and street-related electric,telephone, and gas;together with all necessary, incidental, and appurtenant facilities, land and easements, and all extensions of and improvements to said facilities within and without the boundaries of the Districts. Improvements related to the relocation of Highway 6 and modification of the interchanges to I-70 will be constructed (00272787.DOCx/6} 5 I to OT standards and may be conveyed to CDOT for ownership and maintenance pur nt to the CDOT IGAs. All other street improvements will be constructed to Co y standards and willbe conveyed and transferred to the'County, subject to acc p ante,or may be retained by the Districts or conveyed to the Owners' Associations for etual ownership and maintenance. The Districts will retain the authority to suppl ment maintenance of roads conveyed to other entities. (iv) Water Improvements. It is expected thatwater improvements will' be en IT financed, constructed,owned and operated by the Water and Sanitation District through use of the Water and Sanitation Subdistrict and Developer financing. To provide maximum flexibility for financing improvements,the Districts shall also have the power and authority to provide for the design, acquisition,construction,installation, com letion,operation and maintenance of a complete potable water system and irrigation wat r system for the Development,including but not limited to,water rights,water sup ly,treatment, storage,transmission and distribution systems for public or private purposes,together with all necessary and proper reservoirs,treatment works and facilities,wells,water rights,equipment and appurtenances incident thereto which may inclu ,but shall not be limited to,transmission lines,distribution mains and laterals, store facilities,land and easements,together with extensions of and improvements to said f cilities or systems within and without the boundaries of the Districts. Upon corn tion and acceptance by the Water and Sanitation District,all such improvements shall a transferred to the Water and Sanitation District for ownership,maintenance and opera on, except for supplemental maintenance as may be determined by the Water and Sand ion District by intergovernmental agreement. (v) Sewer Improvements. It is expected that sewer improvements will be entirely financed, constructed,owned and operated by the Water and Sanitation Distni t through use of the Water and Sanitation Subdistrict and Developer financing. To provi maximum flexibility for financing improvements,the Districts shall also have the power and authority to provide for the`design, acquisition,construction, installation, compl tion,operation and maintenance of sanitary sewers,wastewater treatment and dispos works and facilities,water quality facilities,equipment and appurtenances incideit thereto,together with all necessary, incidental and appurtenant facilities,land and easements, and all necessary extensions of and improvements to said facilities or systems within and without the boundaries of the Districts. Upon completion and acceptance by the Water and Sanitation District, all such improvements shall be transf ed to the Water and Sanitation District for ownership,maintenance and oper t n,except for supplemental maintenance as may be determined by the Water and Sani on District by intergovernmental agreement. (vi) Transportation Improvements. The Districts shall have the power and all hority to provide for the design, acquisition, construction,installation,completion, operat n and maintenance of a system to transport the public by bus, rail,or any other (002727$71DOCX/6) 6 means of conveyance, or any combination thereof, including transit bus stops and park-n- ride facilities,together with all necessary, incidental and appurtenant facilities,land and easements, and all extensions of and improvements to such facilities within and without the boundaries of the Districts,provided that such services are provided within the County. It is expected that the Districts or the Owners'Associations will own, operate and maintain the transportation improvements. (vii) Traffic and Safety Controls. The Districts shall have the power and authority to provide for the design,acquisition, construction, installation, completion, operation and maintenance of traffic and safety controls and devices on streets and highways and at railroad crossings, together with all necessary, incidental and appurtenant facilities, land and easements, and all extensions of and improvements to such facilities within and without the boundaries of the Districts. The Districts shall have the authority to enter into agreements with the County, CDOT, or railroad companies for the erection of such safety controls and devices and for the construction of underpasses or overpasses at railroad crossings. 'It is expected that the Districts or the Owners' Associations will own, operate and maintain the traffic and safety.controls. (viii) Mosquito Control. The Districts shall have the power and authority to provide for the design, acquisition, construction,installation, completion,operation and maintenance of improvements to provide for the elimination and control of mosquitoes,together with all necessary, incidental and appurtenant facilities, land and easements,and all extensions of and improvements to such facilities within and without the boundaries of the Districts. (ix) Fire Protection. The Districts shall have the power and authority to provide for the design, acquisition, construction, installation, completion, and(on a supplemental basis, as needed) operation and maintenance of improvements to provide for fire protection,together with all necessary, incidental and appurtenant facilities,land and easements, and all extensions of and improvements to such facilities within and without the boundaries of the Districts.-Actual fire protection service would be provided by the Fire Districts. Upon completion and acceptance by the respective Fire Districts, all such improvements shall be transferred to the Water and Sanitation District for ownership,maintenance and operation, except for supplemental maintenance as may be determined by the Fire Districts by intergovernmental agreement. (x) Security Services. Subject to the provisions of Section 32-1- 1004(7), C.R.S.,the Districts shall have the power to furnish security services within the Districts. (xi) Covenant Enforcement. The Districts shall have the power to furnish covenant enforcement and design review services within the Districts pursuant to the provisions of Section 32-1-1004(8), C.R.S. (OO272787.DOCX/6} 7 1•1111•1■11MT (xii) Telephone. The Districts shall have the power to finance line exte ion charges for new telephone construction for the purpose of furnishing telephone sere exclusively in any District which has no property zoned or valued for assessment as r s dential. (xiii) Street Lighting. The Districts shall have the power to enter into con cts with public utilities;cooperative electric associations, and municipalities for the purpose of furnishing street lighting service. (xiv) Television. The Districts shall have the power to establish and maintain television relay,and translator facilities, and to enter into contracts with cable • television service providers. (xv) Solid Waste. To the extent authorized by the Special District Act, the lbtricts shall have the power and authority to provide for the design,acquisition, construction, installation,completion,operation and maintenance of improvements to provide for solid waste disposal or collection and transportation of solid waste,including a community recycling collection area facility,together with all necessary, incidental and app enant facilities,land and easements,and all extensions of and improvements to such cilities within and without the boundaries of the Districts. (xvi) Administration of Trust Funds. The Development contemplates the establ shment of two trust funds to be financed by a transfer fee to be imposed on all sales y the,Developer to unaffiliated parties by covenant against all properties within the Development in the amount of 1%of the value of the property. The trust funds will be administered by the Service District. It is anticipated that 75%of such funds will be dedicated to the Arts and Entertainment Trust Fund to fund community art and to provide unigie art,entertainment,educational, recreational, and social programming and services year iqund, including weekend fairs and musical performances; and the remaining 25% of suich funds will be dedicated to the Wolcott Environmental Trust Fund to fund wildlife conservation efforts, including educational activities, such as tours to owners and visitors, sustainability and conservation lectures and field trips,as well as to provide and maintain parks and recreational improvements, including a nature center,hiking trails,and wildlife conservation measures coordinated with the Colorado Division of Wildlife. Each Trust Fund is anticipated to be administered by separate committees appointed from community residents and owners by the Service District's Board of Directors. The foregoing description provides the current expectations of the Improvements and the Services to be provided by the Districts,and of how the Districts will coordinate their'efforts among themselves and with other entities. The actual provision of the Impro''ements and the Services may differ from such descriptions. The various activities of the Districts shall be subject to County zoning, subdi sion,building codes, land use regulations, and other applicable laws,rules,and {0027218 .DOCX/6} 8 .. I regulations,so that the facility and service standards of the Districts will be compatible with those of the County,the Water and Sanitation District and the Fire Districts. The Developer will provide all permit and other applications and/or submissions to the County,the Water and Sanitation District and the Fire Districts as are required for each particular phase of development. The County shall not be responsible for assuming the costs of any of the Improvements. The Developer will be responsible for any costs of the Improvements needed for the Development that exceed the amount of bonds issued or other revenues available to the Districts for such purposes. The ownership of the Improvements and provision of the Services shall be coordinated among the Districts and the Owners' Associations. The Districts are expected to have lower costs than the Owners' Associations for a variety of reasons, including because property owned by the Districts is not subject to taxation and the fact that the Districts have the benefit of governmental immunity. It is also beneficial for property owners to pay for as much of the Improvements and Services as possible through the Districts because property taxes payable to the Districts are tax deductible whereas dues to the Owners'Associations are not. The Developer thus intends to minimize the use of Owners' Associations in the Development to the extent that the Districts are able to finance Improvements and Services. Land, easements and facilities proposed for conveyance to the County shall be free and clear of all liens, encumbrances and easements,unless otherwise approved by the County. All conveyances shall be by special warranty deed. • (b) Other Powers. The Districts shall each have all powers and authorities granted to metropolitan districts under the Special District Act,which may be exercised to provide for the acquisition,construction, completion, operation and maintenance of the Improvements and the provision of the Services as authorized in and subject to the limitations set forth in this Service Plan and the Inter-District IGA. In addition to the enumerated powers and authorities,the Boards of Directors of the Districts shall also have the following authorities: (i) Service Plan Amendments. To amend this Service Plan as needed, subject to compliance with appropriate statutory procedures as set forth in this Service Plan and the Special District Act. (ii) Construction and Financing Phasing. Without having to amend this Service Plan, except as otherwise expressly required herein,to defer, delay,reschedule, rephase or restructure the financing and/or construction of the Improvements in order to better accommodate the pace of growth within the Wolcott Development,resource availability, and the funding capability of the Districts. {00272787.DOCX/6} 9 (iii) Additional Services. Except as specifically prohibited herein,to prov such additional services and exercise such powers and authorities as are expr sly or impliedly granted in the Special District Act or by State law. (iv) Creation of Subdistricts. The Districts may organize one or more subd s 'cts or areas as allowed by Section 32-1-1101(1)(f),C.R.S. Such organizations shall t be material modifications to this Service Plan;provided,however,that any such subd strict(s)or area(s) shall be subject to all limitations on debt and other provisions of the Service Plan. Neither the.Limited Mill Levies (defined in Section 8(a))nor the aggr to debt limit set forth in Section 8(c)shall be increased as a result of creation of a subdistrict. In accordance with Section 32-1-1101(I)(f)(I),C.R.S.,the District shall notify the County prior to establishing any such subdistrict(s)or area(s), and shall provide the County with details regarding the purpose;'location,and relationship of the subdistrict(s)or area(s). (v) Special Improvement Districts. The Districts may establish one or more special improvement districts within their respective boundaries to finance all or part of the costs of any Improvements from assessments as provided in Section 32-1- 1101.7,C.R.S. 6. . ESTIMATED COSTS OF IMPROVEMENTS The present estimated(un-inflated)aggregate cost of the Improvements(including related soft costs)which may be financed, acquired, constructed and completed by the Districts, is approximately$38,500,000 as set forth in Exhibit F,which provides cost summairies by type of Improvement. A map of the anticipated location of the Improvements is attached hereto as Exhibit G. he design,phasing of construction, location and completion of the Improvements will be etermined by the Service District to coincide with the phasing and development of the evelopment and the availability of funding sources. In accordance with the terms of the I ter-District IGA,the Service District may,in its discretion,phase the cons tion, completion,operation and maintenance of the Improvements or defer, delay, schedule,rephase,restructure or determine not to proceed with the construction, completion, operation and maintenance of the Improvements based upon the best interests of the present and future residents,property owners and taxpayers of the DistrigtS, and such actions or determinations shall not constitute material modifications of this Service Plan. The estimated cost of organization of the Districts is expected to be$75,000 or more {0027278 IWCX/6} 10 1 7. ESTIMATED COSTS OF OPERATIONS AND MAINTENANCE The budgets adopted by the Districts will authorize expenditures for administration and the operation and maintenance of Improvements that have not been transferred to the County,the Water and Sanitation District or another entity for ownership and maintenance, and the provision of the Services. The Financial Plan sets forth estimated sources and uses of the Districts' operating funds. Tolls,rates,penalties, Fees and charges may be imposed within or without the Service Area and collected by the Districts to the extent necessary to supplement other revenues available for such purpose,subject to the terms of the Inter-District IGA. 8. FINANCIAL PLAN/PROPOSED INDEBTEDNESS This part of the Service Plan describes the expected nature,basis, method of funding and financing limitations associated with the acquisition, construction, completion, operation and maintenance of the Improvements. The Financial Plan will be coordinated and implemented by the Service District in accordance with the terms of the Inter-District IGA, subject to all express limitations set forth herein. (a) Financial Plan. The Financial Plan,which is attached as Exhibit A and incorporated herein,is the consolidated Financial Plan for the Districts and includes the estimated property tax revenue of the Districts,sales tax revenue of the Districts, revenue available . from specific ownership taxes,a development fee expected to be up to 7 000 . p P p $ , per residential unit (excluding accessory dwelling units)and each 1,500 square feet of commercial space(the "Development Fee")and other sources, and amounts available for payment of debt service on District bonds and for operations and maintenance expenses. Tap fees may also be imposed with the consent of the Water and Sanitation District. The Financial Plan projects the issuance of the Service District's bonds and anticipated debt repayment based on the development assumptions and absorptions for property within the Districts as prepared by the Developer and its economic and planning consultants. The Financial Plan anticipates that in accordance with the terms of the Inter-District IGA,the Service District will act as the management district issuing all bonds and completing all Improvements within the Service Area, including repaying any Developer advances, while the.Financing Districts will tax all property within their respective boundaries. The maximum mill levy imposed on property within the Districts for debt service will be 35 mills (the"Debt Service Mill Levy")and the maximum mill levy imposed on property within the Districts for operations will be 20 mills(the"Operating Mill Levy" and together with the Debt Service Mill Levy,the"Limited Mill Levies"). Each of the Mill Levies may be adjusted to take into account legislative or constitutionally imposed adjustments in assessed values or the method of their calculation(as of the date of this Service Plan),so that to the extent possible, the actual revenues generated by the Limited {00272787.DOCX/6} 11 Mill $vies are neither diminished nor enhanced as a result of such changes. Among othe a justments, a change in the ratio of actual valuation of assessable property shall be dee a change in the method of calculating assessed valuation. The Limited Mill Levis ay differ between the Districts. The current expectation is that District No 2 and i trict No 4 will each have a Debt Service Mill-Levy of 35 mills and an Operating Mill vy of 20 mills, and District No 3 will have a Debt Service Mill Levy of 10 mills and Aerating Mill Levy of 5 mills. It is expected that the Water and Sanitation Subdistrict will impose a mill levy of 20 mills to pay for the water and sewer improvements for the.Development. The Limited Mill Levies have been established with this additional property tax in mind and are intended to subject property within the Development to an aggregate mill levy that is comparable to those of other developments in the region. The Districts are also expected to impose a tax on all transactions subject to sales tax by the State to pay for street improvements,safety protection and transportation facilitiieS and services. The sales tax will allow the Districts to broaden and diversify the tax be to include the visitors who benefit from the Improvements and Services. It is anticipaited that the sales tax will be 2.0%throughout all Districts,with the maximum rate to be determined by the Districts' voters and the actual rate imposed by the Districts' Boardi3 of Directors. . 11 Financing District collections of taxes,fees and other revenues will be remitte to the Service District to repay bonds, developer advances and other obligations in accordance with the terms of the Inter-District IGA;provided,however,that the actual bond 1ihancial Plan of the Districts will be determined by the Service District as required by the phasing and build-out of the Development itself. Alternatively,the Financing District may, at the direction of the Service District pursuant to the Inter-District IGA, issue bo ds directly as discussed below. The Financial Plan demonstrates that, at various project levels of development,the Districts have the ability to finance the Improve ents and will have the financial ability to discharge all debt on a reasonable basis. (b) Bond Issuance and Developer Advances. The Developer may make advances to the Service District as necessary to fund all or a port on of the costs of the Improvements and the provision of Services, and the Service istrict in turn may issue revenue notes or bonds to the Developer,which will be repaid Er m bond proceeds received when bonds are issued after adequate revenues of the Districts re available to repay such bonds. Alternatively,the Districts may issue bonds to an my stor,with or without security provided by the Developer,with the proceeds of such bon s being used to fund the Improvements. {00272787.p CXI6} 12 • The Financial Plan sets forth one bond issuance scenario. Without having to amend this Service Plan, alternate financial plans may also be implemented by the Districts, including without limitation having the Financing Districts issue bonds directly in accordance with the terms of the Inter-District IGA and paying the proceeds thereof to the Service District for purposes of discharging Developer advances-and/or funding the costs of the Improvements. The Districts may enter into multiple-fiscal year financial obligations of any nature, including without limitation intergovernmental agreements and acquisition,reimbursement and funding agreements with the Developer to accomplish any of the various purposes authorized in this Service Plan. Refunding bonds may be issued by the Districts to defease original issue bonds in compliance with applicable law. It is anticipated that initially the Developer will advance funds to the Service District to pay operating as well as capital costs,which advances will be repaid from bond proceeds or revenues collected by the Financing Districts as development progresses. Interest on Developer advances will be set at competitive market rates but will be capped at 8%per annum,unless a higher interest rate is approved in writing by the County Manager. Interest on developer advances will be compounded no more than annually. Net effective interest rates on bonds are projected at 7.0%and assume no credit enhancement from the Developer. (c) Debt Authorization. At the organizational election,each of the Districts shall seek authority to issue revenue or general obligation indebtedness, including bonds and other multiple-fiscal year financial obligations such as intergovernmental agreements(including the CDOT IGAs)and acquisition,reimbursement and funding agreements,in the amount of $30,000,000 in each debt category. Because each District must vote its own debt authorization for each of the categories of Improvements to be constructed within the Service Area,each District must by law have the full debt authorization available to it in the event that any one of the other Districts finances, acquires, constructs and completes the Improvements and/or the other Districts enter into intergovernmental agreements to repay the costs thereof. However, the aggregate debt of the Districts for funding the capital costs of the Improvements shall not exceed$30,000,000,unless otherwise approved in writing by the County Manager. The total principal amount of debt authorization to be voted by each of the Districts exceeds the projected capital costs of corresponding Improvements to allow for unforeseen contingencies and increases in construction costs due to inflation and to cover all organizational and bond issuance costs, including capitalized interest,reserve funds, credit enhancement,discounts,legal and other consulting fees, and other incidental costs of issuance. The Service District may utilize its debt authorization to issue revenue bonds and/or notes to the Developer. The Financing Districts are expected to use their debt authorization to enter into intergovernmental agreements with the Service District to pay {00272787.DOCX/6) 13 over their property tax, sales tax and other revenues in support of the repayment of such notes and bonds(or to issue general obligation bonds directly for such purposes). (d) Parameters for Debt Issuance. Unless otherwise approved in writing by the County Manager,all bonds or notes issue or obligations incurred by each of the Districts shall be subject to the following rests tions and any limitations in the Inter-District IGA: (i) For any bonds other than those sold to the Developer,the maximum voted iinterest rate will be 18%and the maximum discount will be 5%. The exact interest rates and discounts will be determined at the time that bonds are sold and will reflect market conditions at the time of sale. Such bonds will be structured to obtain competitive rates. (ii) All bonds will contain adequate call provisions to allow for the prior redemption or refinancing of such bonds. Bonds sold to the Developer shall be callable afteryears and have maturity dates of 30 years or less. (iii) No uninsured or non-credit enhanced bonds shall be issued which ' contain provisions permitting acceleration of the bonds upon default. (iv) es on s sold subj t to an opinion as to Interest the rat reasonableness bondor of notes the interest to the rate and termsDeveloper,shall hi which opin n shall be prepared by a local Red Book investment bank or bond counsel and provided to the County. The total of all annual debt service payments on the bonds (including scheduled compounding interest,if applicable)shall not exceed the Limited Mill L vies. (v) The Districts may issue bonds secured by any legally available reve s,including any combination of Development Fees,sales taxes, specific owner hip taxes and the Debt Service Mill Levy. (vi) Any special improvement district created by the Districts may impose assessments and issue bonds secured by such assessments, as provided in Section 32-1-1101.7; C.R.S. (vii) No bonds or other multiple-fiscal year financial obligations shall be execult$d until the County has approved the Final PUD, except that the Districts may enter into the CDOT IGAs provided that any multiple-fiscal year financial obligation of the Districts be contingent upon the approval of the Final PUD and be terminable if the Final PtJD:has not been approved by the date set forth in Section 10. {ooznrah.DOCX i 6} 14 . (viii) The Districts shall provide written and recorded notice of the tax burden, including the Limited Mill Levies, in the form set forth in Exhibit H attached hereto. The notice shall be recorded against all property within the Districts. (e) Revenue Sources. The primary anticipated revenue sources of the Districts will be the Limited Mill Levies and sales taxes levied.by the Financing Districts, specific ownership taxes and Development Fees (described in Section 8(a)) for capital improvements. The Districts will also be authorized to impose special assessments through special improvement districts established under the Special District Act and to collect fees,rates,tolls, penalties or charges in order to generate additional revenue for the payment of debt service and operating costs as needed. The Service District will also collect transfer fees for purposes of administering the Arts and Entertainment Trust Fund and the Wolcott Environmental Trust Fund. The anticipated revenue sources are sufficient to retire the Districts'proposed indebtedness if growth occurs as projected. Variations in assessed valuation projections or in the phasing of private improvements may affect taxes or the level of fees,rates and charges upward or downward from those set forth in the Financial Plan. (1) Operations,Maintenance and Administration. The Service District will,pursuant to the Inter-District IGA, coordinate and manage all operations and maintenance functions for all Improvements and the provision of the Services,the costs of which will increase as property within the Service Area is developed. The Districts will need sufficient funds to maintain operate and p azntain all Improvements and to provide the Services. In addition,the Districts will incur costs for various administrative functions,including legal, engineering,accounting and compliance. At full build-out,an Operating Mill Levy of 20 mills,together with other legally available revenues,is anticipated to be sufficient to operate the Districts and to maintain the Improvements and provide the Services. Sales tax revenues may also be applied to pay operating and maintenance expenses related to street, safety protection and transportation Improvements and Services. 9. INCLUSIONS/EXCLUSIONS The Districts' boundaries may be adjusted to accomplish the objectives set forth herein, and the inclusion or exclusion of property will not constitute a material modification of this Service Plan. The Districts may include or exclude any prop erty within the Development into or from one of the other Districts without the prior consent of the County. It is anticipated that all single family residential property north of I-70 will comprise District No. 2, all single family residential property south of I-70 will {00272787.DOCX/6) 15 =11 co prise District No 4 and all,other property(all of the commercial development and sev r associated residential units)will comprise District No 3. No property in the De e opment will be included into more than one District, except that the Service. Dis 'is boundaries may overlap with the boundaries of one or more Financing Dis ' ts. 10. DISSOLUTION I CONSOLIDATION/INACTIVE STATUS The Districts may pursue consolidation of their boundaries or dissolution in accordance with Parts 6 or 7 respectively of the Special District Act. The approval of the County Commissioners will be required prior to the consolidation of any one of the Districts with any special district other than a consolidation between or among the Districts. If the Final PUD has not been approved by the County by May 1,2013,the Districts shall either be put on inactive status pursuant to Section 32-1-104,C.R.S.,or be dissolved,with such determination made at the discretion of the Districts' Boards of Directors. The foregoing Final PUD application deadline may be extended by the County Marta er. • The Petitions for Organization of the Districts (the"Petitions")shall be filed with the E e County District Court with the following condition: the Orders declaring the Distri ts organized shall provide that the Districts shall be dissolved if G.Jouflas Rant s LLC and CJC Properties Limited Partnership(together,the"Sellers")have not both s Id their properties within the Development to the Developer by the Dissolution Date. i For purposes of this Service Plan and the Petitions,the"Dissolution Date"is May 1 2013,provided that such date may be extended by the unanimous written consent of the eveloper and both Sellers in their sole and absolute discretion." Further,the Distri ts may be put on inactive status pursuant to Section 32-1-104,C.R.S.,with the unani ous written consent of the Developer and both Sellers in their sole and absolute discre 'on,and by appropriate action of the Districts'Boards of Directors. 11. CONCLUSION This Service Plan establishes that: 1. There is sufficient existing and projected need for organized service in the area to be served by the Districts; 2. The existing service in the area to be served by the Districts is inadequate for pteSent and projected needs within the Development; {ao272707,DOCx/6) 16 3. The Districts are capable of providing economical and sufficient service to the area within their proposed boundaries; 4. The area to be included in the Districts does have, and will have,the financial ability to discharge the proposed indebtedness on a reasonable basis; 5. Adequate service is not, and will not be,available to the area through the County or other existing municipal or quasi-municipal corporations, including existing special districts,within a reasonable time and on a comparable basis; 6. The facility and service standards of the Districts are compatible with the facility and service standards of the County; 7. The proposal is in substantial compliance with the County Comprehensive Plan and the Wolcott Area Community Plan; 8. The proposal is in compliance with any duly adopted County,regional, or state long-range water quality management plan for the area; and 9. ' The organization of the Districts is in the best interests of the area proposed to be served. {00272787.DOCX/6} 17 A l