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Home My WebLink About 13-52 Approving the Service Plan for Mountain Shadows Metropolitan DistrictSTATE OF COLORADO ) SS: COUNTY OF WELD ) CERTIFICATE OF AUTHENTICITY (2013 Firestone, Colorado Mountain Shadows Metropolitan District) I, Larissa Medina, Town Clerk, in and for said Town of Firestone, in the County of Weld, in the State aforesaid, do hereby certify that the attached is a true and correct copy of Resolution No. 13-52, adopted by the Firestone Town Board of Trustees of the Town of Firestone, on the 11t" day of December, 2013. In witness whereof, I have hereunto set my hand and the seal of the Town of Firestone, this 12t" day of December 2013. TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO IN RE THE SERVICE PLAN FOR MOUNTAIN SHADOWS METROPOLITAN DISTRICT, IN THE TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO RESOLUTION NO. 13- 5 Z RESOLUTION OF APPROVAL WHEREAS, pursuant to the Special District Act, there has been filed with the Town a proposed Service Plan for Mountain Shadows Metropolitan District (the "Service Plan"); and WHEREAS, pursuant to the provisions of Title 32, Article 1, Part 2, C.R.S. as amended, the Board of Trustees of the of the Town of Firestone, County of Weld, State of Colorado (the "Town"), fallowing due notice, held a public hearing on the proposed Service Plan, which hearing was held on December 11, 2013, and WHEREAS, the Board of Trustees has considered the Service Plan and all other testimony and evidence presented at the hearing; and WHEREAS, based upon the testimony and evidence presented at the hearing, it appears that the Service Plan for Mountain Shadows Metropolitan District should be approved by the Board of Trustees, subject to certain conditions set forth below, in accordance with Section 32-1- 204.5(1)(c), C.R.S. THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section l . That the Board of Trustees, as the governing body of the Town of Firestone, Colorado, does hereby detennine, based on representations by and on behalf of the Mountain Shadows Metropolitan District (the "District") and MSP Corporation, a Colorado Corporation, a Colorado corporation, (the "Developer"), that all of the requirements of Title 32, Article 1, Part 2, C.R.S., as amended, relating to the filing of the proposed Service Plan for Mountain Shadows Metropolitan District have been fulfilled and that notice of the hearing was given in the time and mariner required by the Town. Section 2. That, based on representations by and on behalf of the District and Developer, the Board of Trustees of the Town of Firestone, Colorado, has jurisdiction over the subject matter of the proposed Service Plan pursuant to Title 32, Article 1, part 2, C.R.S., as amended. Section 3. That, pursuant to Section 32-1-204.5, C.R.S., Section 32-1-202(2), C.R.S., and Section 32-1-203(2}, C.R.S., the Board of Trustees of the Town of Firestone, Colorado, does hereby find and determine, based on the Service Plan, the representations by and on behalf of the Developer, and other evidence presented at the public hearing, that: (a) There is sufficient existing and projected need for organized service in the areas to be serviced by the District, (b) The existing service in the areas to be served by the District is inadequate for present and projected needs; (c) The District is capable of provng economical and sufficient service to the area within its boundaries; (d) The area in the District districts has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis, and (e) The approval of the Service Plan is in the best interests of the District. Section 4. That pursuant to Section 32-1-204.5(1)(c), C.R.S., the Board of Trustees Hereby imposes the following conditions upon its approval of the Service Plan: (a) At its first meeting after the effective date of this Resolution and in no event later than sixty days after the formation election of the District, the Board of Directors of the District shall execute the Intergovernmental Agreement with the Town ("IGA") in the form presented to the Town Board of Trustees at its December 11, 2013 hearing, or in form otherwise acceptable to the Town Attorney, and shall deliver the fully executed original of the IGA to the Town. (b) That pursuant to the Service Plan, the District will pay all reasonable expenses of the Town, its attorneys and consultants, as well as the Town's reasonable processing fees, in connection with the processing of the Service Plan approved herein. (c) The Developer agrees that the Town Attorney will be given reasonable notice of all proceedings in the District Court of Weld County relating to the organization of the Districts (including notice as described in Section 32-1-304, C.R.S. (d) Prior to the sooner of issuing any debt ar providing any services or facilities in an overlap area, the District shall fully comply with the applicable provisions of Section 32-1-107(3), C.R.S. with respect to the overlapping of service areas. The District's authorization to provide services or facilities within any overlapping area is expressly conditioned upon the District's first obtaining written consent as required by the applicable provisions of such statute of each and every district whose service area is so overlapped. (e) Prior to the hearing date set by the District Court of Weld County pursuant to Section 32-1-344, C.R.S., the fully and properly executed originals of the service plan certification page; property owner(s)' consents; engineer's statement of reasonableness of capital costs; legal counsel letter; and Developers' indemnity letter that are required under the Service Plan as set forth in Exhibits D, E, G, H, and Part I of Exhibit J, shall be provided to the Town. (f) At its first meeting after the effective date of this Resolution and in no event later tha�i sixty days after the formation election of the District, the Board of Directors of the District shall execute the District indemnity letter that is required under the Service Plan and set forth in Part 2 of Exhibit J, and shall provide the fully executed original of such document to the Town. If any of the above -stated conditions are not met, Lite Town may revoke its approval of the Service Plan by subsequent resolution and/or pursue all legal and equitable remedies available to it for failure of compliance with such conditions of approval. Section 5. That the Service Plan for Mountain Shadows Metropolitan District, as set forth in Exhibit A to this Resolution and dated December 3, 2013, is hereby approved subject to the conditions stated in Section 4 above, in accordance with Section 32-1-204.5(1)(c), C.R.S. Section b. That a certified copy of this Resolution be filed in the records of the Town of Firestone and submitted to the District. LVED, ADOPTED AND APPROVED this � day of C.2tYL , 2013. 7!j Tp�, own, •`� TOWN OF FIRESTONE, COLORADO C WG LJ4 Chad Auer Mayor Canssa Medina Town Clerk (Copy of Service Plait) � • � • �� t � � TOWN OF FIRESTONE, COLORADO 1 I. Introduction........................................................................................Soma.. 1 TT. Purpose of the Proposed District........................................................................ 4 III. Boundaries, Population & Valuation ...........0 a 0 a a .................................................. 5 IV. Description of Proposed Facilities..................................................................... 6 a. Type of Improvements............................................................................ 6 b. Description of Existing Conditions......................................................... 8 c. Anticipated Development.........................:...................................:........ 9 d. Public Improvement Schedule................................................................ 9 e. Town Construction Standards................................................................a 9 f. Limitation on Eminent Domain ..........................................................10 g. Dedication of improvements to the Town...............................................10 h. Ownership and Operation of Facilities by the District ............................ 12 i. Acquisition of Land for Public Improvements.........................................12 j, Services to be Provided by other Governmental Entities ........................ 13 k. Integration...:............................................................................................13 1. Other Services...........: ............ w 0 . a m ............................................................ F14 m. Subdistricts and Other Entities.................................................................14 n. Bankruptcy Limitation.......................................:.....................................14 V. Financial Information.......................................................................................915 a. General................................................................................................16 b. Debt Issuance..........................................................................................17 c. Required Transfers of Capital Improvement Funds to Town ..................19 d. Other Financial Restrictions; Limitations and Requirements .................. 21 e. Limited Mill Levy....................................................................................23 f. Investor Suitability...................................................................................23 g. Refunding Bonds....................................................................................a 24 h. Construction Financing Notes Issued to Developer. . 4 0 of 0 m A & 6 a 6 6 0 0 s 0 0 0 0 4 0 0 9 1 w 25 i. Identification of District Revenue ................................... ......... 026 j. Security for Debt........................................0 4 .......................................... 26 lc. Services o£District...........................................................:.......................26 I. Quinquennial Review...............................................................................27 m. Letters.......................................................................................................27 VI. Landowners' Obligations as to Public Improvements.........................................27 VII. Annual Report ....................................................................................................28 VIII. Dissolution........................................................................................................30 IX. Consolidation......................................................................................................31 X. Elections............................:..........:....................................................................31 Xl. Indemnities.......................................................................................................... 33 XII. Disclosure and Disclaimer; No Third -Parry Rights ........................................... 33 XIII. Intergovernmental Agreements........................................................................... 34 XIV. Conservation Trust Fund ....................:............:................... *moss .......................... 34 XV. Modification of Service Plan ....... .............................................. .................. 35 XVI. Failure to Comply with Service Plan................................................................. $36 XVII. Resolution of Approval...................................................................................... 037 XVIII. Severability. ......................................................................................................... 37 XIX. Certification........................................................................................................ 38 i LIST OF Exhibit A Legal Description Exhibit B Boundary Map Exhibit C Vicinity Map Exhibit D Property Owners' Consents Exhibit E Engineering Estimates Exhibit F Location of Public Improvements Exhibit G Financing Plan Exhibit H Legal Counsel Letter Exhibit I Part I - Developer Indemnity Letter Part II - District Indemnity Letter Exhibit J Form of Disclosure Notice Exhibit K Form of Town Disclosure Statement Exhibit L Form of Intergovernmental Agreement between District and Town Exhibit M Resolution of Town of Firestone Approving Service Plan ii MOUNTAIN SHADOWS METROPOLITAN DISTRICT SERVICE PLAN I. INTRODUCTION The District shall be named the Mountain Shadows Metropolitan District (the "District"}. This District is formed from the property comprising Filing No. 2 of the Mountain Shadows � Subdivision (the "Property") to service this Property. The purpose of the District is to finance certain streets, traffic safety controls, street lighting, sanitary sewer, water, landscaping, storm drainage, and park and recreation improvements for developments to be known as the Mountain Shadows Subdivision Filing No. 2 ("Mountain Shadows"). The developer of Mountain Shadows, owner of the Property, excluding rights -of --way and tracts dedicated to the Town, and the petitioner for the formation of the District is MSP Corporation, a Colorado corporation, its affiliates, subsidiaries, successors, heirs and assigns (collectively referred to herein as the "Developer"). The District is intended to provide for the financing of public improvements for Mountain Shadows, but i is not intended to be a District with perpetual existence. The District will consist of approximately thirty-nine and six hundxed twenty-five hundredths (39.625) acres and no changes in the District's E boundaries are anticipated or authorized. The District shall be dissolved when its financial obligations are paid or provided for or when the Town of Firestone, Colorado (the "Town") requests dissolution, provided then -applicable statutory requirements are rnet, all as further described in this Service Plan, together with all exhibits hereto (the "Service. Plan"). Except as expressly provided in this Service Plan, all public improvements and facilities that are financed, constructed, installed or acquired by the District shall be dedicated and conveyed to the Town, or its designee and will be operated and maintained by the Town or its designee upon Town acceptance and completion of the District's warranty obligations. The Town may require that specific landscaping, storm drainage, and parks and recreation improvements that are 1 dedicated and conveyed to the Town be maintained by a homeowners' association formed for the Mountain Shadows development, for the use and benefit of residents, taxpayers and property owners. I shall not provide fire protection or emergency services, which fire protection and emergency services shall be provided by the Frederick -Firestone Area Fire Protection District, either directly or, with respect to emergency services, through contract. The District may exercise those powers of a metropolitan. district set forth in §§32-1-1001 and -1004, C.RS. only to implement the provisions of this Service Plan and only to the extent authorized by and in a manner consistent with this Service Plan. The District is generally located at the northwest corner of Colorado Boulevard and Firestone Boulevard. The proposed boundaries of the District are limited to those boundaries described in Exhibit A, attached hereto. This Service Plan has been prepared by the following Developer and participating consultants (the "Organizers"}: Developer: MSP Corporation A Colorado corporation 720 S. Colorado Blvd. Suite 940 —North Tower Denver, Colorado 80246 (303) 399-9804 (303) 399-3631(fax) marcus(a Wcompanies.com Financial Advisor: Stan Bernstein & Associa#es, Inc. S#an Bernstein 8400 East Prentice Avenue, Penthouse Greenwood Village, Colorado 80111 (303) 409-7611 303) 594-0737 (Facsimile) stanplangearthlink.net 2 District Counsel: Dufford &Brown, P.C. David Sean O'Leary, Esq, 1700 Broadway, Suite 2100 Denver, Colorado 80290-2101 (303) 8614013 (303) 832-3804 (fax) doleary@duffordbrown. com Engineer: Roger Curtis, P.E. Northern Engineering Services, Inc. 200 South College Avenue, Suite 010 Fort Collins, CO 80521 (970) 568-5406 (970) 221=4159 (Facsimile) bud( a7�northernen ' eering.com on Counsel: Kutak Rocic, LLP Kimberley A. Casey, Esq. 1801 California Street, Suite 3100 Denver, Colorado 80202 (303) 2924796 (303) 2924799 (Facsimile) KimberlyCasevn,KutakRock.com Accountant: L. Paul Goedecle, P.C. L. Paul Goedecke 950 Wadsworth Blvd., Suite 204 Lakewood, CO 80214 (303) 232-2866 (303) 292-7799 (Facsimile) Pursuant to the requirements of the Special District Control Act, § 32-1-201, et seq., C.R.S., this Service Plan consists of a financial analysis and ari engineering plan showing how the proposed facilities and services of the Mountain Shadows Metropolitan District will be provided and financed. As required by § 31-1-202{2), C.R.S., the following items are included in this Service Plan: a. A description of the proposed services; b. A financial plan showing how the proposed services are to be financed, including all elements required c. A preliminary engineering or architectural survey showing how the proposed services are to be provided; d. A map of the proposed District's boundaries and an estimate of the population and valuation for assessment of the proposed District; e. A general description of the facilities to be constructed and the standards for construction, including a statement of how the facility and service standards of the proposed District are compatible with facility and service standards of the Town and special districts which are interested parties pursuant to § 32-1-204(1), C.R.S.; £ A general description of the estimated cost of acquiring Land, engineering services, legal services, administrative services, initial proposed indebtedness and estimated 3 i proposed maximum interest rates and discounts and other major expenses related to the i organization and initial operation of the District; and g. A description of any arrangement or proposed agreement with any political subdivision for the performance of any services between the proposed District and such other political subdivision and, if applicable, a form of the agreement. II. PURPOSE OF THE PROPOSED DISTRICT + The District will assist with the fmancing of the construction of public improvements for the Mountain Shadows development, which improvements shall be constructed to Town standards, warranted by the District, and dedicated and conveyed to the Town or its designee as provided in this Service Plan, or as otherwise required by the Town. The Town may require that specific landscaping, storm drainage, and parks and recreation improvements that are dedicated and conveyed to the Town be operated and maintained by a homeowners' association farmed for the Mountain Shadows development, for the use and benefit of residents, taxpayers and property owners. The public improvements shall be financed, in part, Through the issuance of indebtedness as set forth in Article V, "Financial Plan." Except as specified in or pursuant to this Service Plan, the District shall not construct or own any improvements, shall not provide for any maintenance, repair or operation of any improvements, and shall not perform any services without the consent of .the Town as evidenced by a resolution of approval of the Town of Firestone Board of Trustees (the "Board of Trustees"). In addition, the District will not contract with any other governmental entity to receive any services which are or may become available From the Town, or to provide any services to or within any other governmental entity without the prior written consent of the Town. The District shall not provide any services or facilities within. n any area of the District overlapping with the service area of another district without first obtaining the written consent of each and every district whose service area is so overlapped. The District shall dissolve when its financial obligations are paid or provided for, or otherwise upon request of the Town, subject to then -applicable statutory requirements, all as further provided in Article VIII. III. BOUNDARIES, POPULATION &VALUATION The District consists of approximately thirty-nine and six hundred twenty-five hundredths F (39.625) acres located entirely within the boundaries of the Town, as more particularly set forth in the legal description attached hereto as Exhibit A and as shown on the boundary map, attached. hereto as Exhibit B, and the vicinity map, attached hereto as Exhibit C. The petitioner, also the Developer of the District property, has received the consents of the property owners to i the formation of this District, which consents, for the owners of all property to be located within the District, are attached hereto as Exhibit D and incorporated herein by this reference. The Mountain Shadows Subdivision, Filing is being developed for the anticipated construction of one hundred fifty-four (154} single-family homes, which will require platting of the property from 126 to 154 single-family home lots. The current population of the District is zero. The population of the District at full build -out is estimated to be faun hundred sixty-two (462) people subject to development approval by the Town. It is acknowledged that Town development standards and requirements may affect the foregoing numbers of anticipated homes and population. The estimated assessed value at full build -out in 2019 of the project is Four Million Five Hundred Sixty Four Thousand, Eighty -Three Dollars ($4,564,083). The property is currently zoned PUD-RA, for various residential use categories. The current assessed value is estimated to be approximately One Hundred Thousand Dollars ($100,000.00) for 5 purposes of this Service Plan. The total overlapping mill levy imposed upon the properly within the proposed District for tax collection year 2013 is anticipated to be One Hundred and Nine Hundred Six Thousandths of One (100.906) mills wiihout the District mill levies. The District shall be required to obtain written approval from the Town of a Service Plan modification prior to any inclusion or exclusion of property to or from the District, or any other change in its boundaries. Any such approval may be granted or denied by resolution of the Board of Trustees, in its discietion. Any inclusion may be on the condition that all property originally in the District remain in the District, and on such other conditions`as the Town may impose. Any exclusion may be on the condition that there is no detriment to the remaining residents and taxpayers within the District, or to the District's bondholders, and on such other conditions as the Town may impose. No changes in the boundaries of the District shall be made, unless the prior written approval of the Board of Trustees has been obtained as part of a Service Plan modification, as provided herein. IV. DESCRIPTION OF PROPOSED FACILITIES a. Type of Improvements. The District will provide for the financing, construction, acquisition and installation of public improvements consisting of streets, traffic safety control, street lighting, sanitary sewer, water, landscaping, storm drainage, and park and recreation improvements and facilities (as the foregoing terms are used in § 3244004(2), C.R.S, and the sections referenced therein) within the boundaries of the District. The District is also authorized to finance park, recreation or other capital improvements of the Town that are identified by the Town and located outside of the District, as provided in Article V.c. below. With the exception of those public improvements specifically identified in Exhibit F and authorized by this Service Plan, the District shall not finance, construct, 0 acquire or install any improvements outside the boundaries of the District unless: {l) the Town, by written determination of its Town Engineer, determines that such improvements are necessary to connect service for the District to the facilities of the Town of other entities involved in providing services to the District; and {2) such proposed improvements are approved in advance by resolution of the Board of Trustees. The property within the District will receive water service from the Town and no other source. The District may finance, design, construct and install Town water system improvements and facilities located within the boundaries of the District. However, all water systems improvements within the District shall be dedicated and conveyed to and owned by the Town upon Town acceptance and completion of the District's warranty obligations. All water rights for water service to the property shall be owned by the Town; the District shall not purchase, own, manage, adjudicate or develop any water xights or water resources. The property within the District will receive sanitary sewer service from the St. Vrain i Sanitation District, The District may finance, design, construct and install sanitary sewer system improvements and facilities located within and without the boundaries of the District as approveA by the Town and St. Vrain Sanitation District. However, all sanitary sewer improvements within the District shall be dedicated and conveyed to and owned by the St. Wain Sanitation District upon acceptance and completion of the District's or its designee's warranty obligations. The Organizers of the District have prepared a preliminary engineering report based on the Town's construction standards. The table, attached hereto as Exhibit E, lists all facilities which the District, subject to development approval of the Town, will be authorized to finance, acquire, design, construct, and install, including the costs in current dollars of each, together with an explanation of the methods, basisand/or assumptions used. A letter concerning the reasonableness 7 of the cost estimates, and of the methods, bases and assumptions used, is included in Exhibit E. Subject to the debt limit set forth in Article V of this Service Plan and the other limitations and requirement of Article V, the District will be authorized to fund any combination of the improvements from all funding sources authorized and available to the District. The combined estimated cost of the public improvements needed for the Mountain Shadows project wish a portion to be financed by the District is Three Million, Three Hundred Ninety -Six Thousand, Nine Hundred Sixty Hour Dollars and One Cent ($3,396,964.Q1), which exceeds the estimated debt capacity of the District. Funding for improvements not funded by the District shall remain the responsibility of the Developer. The Town is not responsible for assuming any of the costs of the improvements funded by the District or necessary for service to the proposed Mountain Shadows development. A map showing the location of the public improvements to be financed by the District is attached as Exhibit F. All water and sanitary sewer improvements are anticipated to be constructed within street right -of --way, unless otherwise required by the Town. The District shall be authorized to finance, acquire, design, construct and install those types of public improvements and facilities which are authorized under this Article IV and which are generally shown on Exhibit F, subject to the specific final design and approval thereof by the Town. Phasing of construction shall be deternuned by the District to meet the needs of the residents and taxpayers within its boundaries; provided, however, those improvements shall be installed in compliance with any phasing plan approved for the Mountain Shadows development at the request of the Developer. b. Description of Existing Conditions. The area is partially developed with a majority of the lots being permit ready or partially finished lots. E;j c. Anticipated Development. The Developer anticipates total build -out to occur by 2018, with the construction of ten (10) single-family residences in 2013, thirty-six (36) single-family residences in 2014, thirty-six {36) single-family residences in 2015, thinlysingle-family residences in 2016, and thirty- six {36) single-family residences in 2017, subject to final design and development approval by the Town. It is acknowledged by the Developer that Town development standards and requirements may affect the foregoing numbers of anticipated homes and the foregoing anticipated build -out schedule. d. Public Improvement Schedule. Consi�uction of the public improvements has begun and will continue as soon as possible following approval of the Service Plan. The public improvements will be phased to meet the development schedule, and shalt be installed in compliance with any phasing plan approved by the Town for the Mountain Shadows development. e. Town Construction Standards. Ail proposed facilities and improvements shall be designed and constructed in accordance with the standards and specifications established by the Town and in effect from time to time, and with applicable standards and specifications of the federal government and State of Colorado. All proposed facilities and improvements shall be compatible with those of the Town. The District and its engineer have designed and shall design the facilities and improvements to meet such standards, specifications and compatibility requirements of the Town. In addition, any water facilities proposed to be financed by the District and dedicated to the Central Weld County Water District shall be designed by the Central Weld County Water District, in accordance with the design standards of that District and the Town. In addition, any sanitary sewer facilities proposed to be fmanced by the District and dedicated to the St. Vrain Sanitation District shall be designed in accordance with the design standards of that District and the Town. The District or its Developer will obtain approval of civil engineering plans and permits for construction and i installation of facilities improvements from the Town prior to the construction or installation of any facilities or improvements. The District shall be subject to all applicable provisions of the Firestone Municipal Code and to all Town rules, regulations and policies with respect to the conduct of its work on the improvements, as in effect from time to time. f. Limitation on: Eminent Domain. The Disirict shall not exercise any power of dominant eminent domain against the Town and shall not exercise any power of eminent domain without the prior written consent of the Town. No exercise of eminent domain by the District is contemplated or authorized in this Service Plan, and any proposed use thereof shall be considered a material modification of this Service Plan, and shall be subject to the Town's prior written approval. g. Dedication of Improvements to the Town. Except as specifically set forth within Article IV,h. of this Service Plan, the District shall dedicate and convey to the Town or its designee, or cause to be dedicated and conveyed to the Town . or its designee, all public improvements and facilities, including, but not necessarily limited to, all streets, traffic safety controls, street lighting, sidewalks, sanitary sewer, water, landscaping,_ storm drainage and park and recreation improvements and facilities, as well as all rights -of --way, fee interests and easements necessary for access to and operation and maintenance of such improvements and facilities, to the extent such property interests have not been acquired by the Town through the land use approval process. The District shall not operate or maintain any public improvements, except as necessary to comply with its warranty obligations hereunder. The District shall also dedicate and convey to the Town or its designee any other facilities and improvements contemplated in this Service Plan, together with necessary rights -of way, fee interests and easements. All such 10 improvements, facilities, easements and rights -of way shall be conveyed to the Town or its designee immediately upon completion of construction, installation and expiration of the one (1) year warranty period that commences after the Town has issued a Conditional Acceptance as set forth below. All improvements, facilities, rights -of --way, fee interests and easements shall be conveyed and dedicated to the Town or its designee by instruments acceptable to the Town, free and clear of all liens and encumbrances, except those which are acceptable to the Town it its sole discretion. Failure to comply with the requirements of this Article IV shall be deemed to be an unauthorized. material modification of this Service Plan. Once a public improvement to be dedicated to the Town is constructed and installed, the Town shall issue a "Conditional Acceptance" letter stating that the improvement has been constructed or installed in conformance with the Town's standards, or shall issue a letter stating the corrections necessary to bring the improvement into compliance with Town standards for the issuance of such a "Conditional Acceptance" letter. The District at its expense shall promptly undertake any necessary corrections. Upon issuance of the "Conditional Acceptance" letter, the public improvements shall be warranted for one (1} year from the date of such "Conditional Acceptance", during which time the District shall maintain the improvements and correct all deficiencies therein as directed by the Town At the conclusion of such one (1) year period, the Town shall issue a "Final Acceptance" letter if the public improvements conform to the Town's specifications and standards, or shall issue a letter stating the correction necessary to bring the improvement into compliance with Town standards for the issuance of such a "Final Acceptance" letter. The District at its expense shall promptly undertake any necessary corrections. A "Final Acceptance closing" shall then be arranged and held (such closing in no event to occur more than one hundred twenty (120) days after the issuance of the "Final Acceptance" letter), at which time the Town will issue a "Final Acceptance" for all public improvements to be accepted by it, and the District will execute and deliver to the Town all necessary instruments to fil dedicate and convey to the Town the improvements and facilities, and all necessary rights -of way, fee interests and easements. h. Ownership and Operation of Facilities by the District. The District shall not be authorized to own or operate any improvements or facilities to be provided pursuant to this Service Plan, other than as necessary to permit the financing and construction thereof (including compliance by the District with its warranty obligations as provided in Article N.g. above), except through approval by the Town by resolution or through' an amendment to this Service Plan, Nothing herein shall limit the Town's authority to require that improvements and facilities be operated or maintained by a homeowners' association formed For the Mountain Shadows development. The District shall not own fee title to any real property. i. Acquisition of Land for Public Improvements. The District shall acquire at no cost to the Town all lands or interests in land required by the Town for construction of street, traffic safety control, street lighting, sanitary sewer, water, landscaping, storm drainage, park and recreation improvements being constructed or installed by the District, Such land or interests in land may be acquired by the District by instruments .of conveyance Al plat dedication, in form and substance acceptable to the Town. All land and interests in land shall be conveyed to the Town or its designee at no cost to the Town at such times and by such instruments of conveyance as the Town may reasonably require (but in no event shall such conveyances be made later than the "Final Acceptance closing" described in Article IV.g., above), free and clear of all liens and encumbrances, except those which are acceptable to the Town. Exceptions must be approved by the Town in advance and in writing. Failure to comply with this provision shall be deemed to be an unauthorized material modification of this Service Plan. 12 j. Services to be Provided by other Governmental Entities. The District proposes to finance, construct, acquire and install the public improvements necessary to serve the District's residents and taxpayers, but is not authorized to and shall not provide any ongoing services within the District. The District shall receive fire protection and emergency services from the Frederick -Firestone Fire Protection District, either directly or with respect to emergency services, through contract. The District shall receive sanitary sewer service from the St. Vraln Sanitation District. The District shall not provide any sanitary sewer services. The District shall obtain a resolution from the Carbon Valley Park and Recreation District consenting to the overlapping boundaries for financing purposes only. The .District shall not provide ongoing park and recreation services to the District. The District shall obtain a resolution from the Central Weld County Water District consenting to the overlapping boundaries for financing purposes only. The District shall not provide ongoing water services to the District. Nothing herein shall limit or discharge the District's responsibilities for operation, maintenance and repair of public improvements prior to their acceptance by the Town and conveyance to the Town or its designee, or limit or discharge the District's warranty obligations. k. Integration. All facilities and improvements shall be constructed so as to be integrated with existing and planned facilities and improvements of the Town and other entities providing service to the Mountain Shadows development. The District shall obtain from such other serving entities approval of the proposed plans for the facilities and improvements. The District shall provide the Town with copies of any submittals to such entities at the time of their submittal, and with copies of any approvals from such entities upon receipt. 13 1. Other Services. Unless such facilities and services are provided pursuant to an intergovernmental agreement with the Town, the District shall not be authorized to plan for, design, acquire, construct, install, relocate, redevelop, finance, operate, maintain or provide: (a) any television relay and translation facilities and services, other than for the trenching for and installation of conduit as a part of a construction project; (b) any mosquito control facilities and services; (c) +any solid waste disposal, collection and transportation facilities and service; and (d} any �, security, covenant enforcement and design review services. m. Suhdistricts &Other Entities. No subdistricts shall be created by the District pursuant to Section 32-1-1101(1.5), C.R.S. without approval from the Town Board of Trustees by resolution. The Board of Trustees may elect to treat the organization of any such subdistrict(s) as a material modification of the Service Plan. The District shall not create any corporation to issue bonds on the District's behalf. n. Bankruptcy Limitation. Subject to federal bankruptcy law, alI of the limitations contained in this Service Plan, including, but not limited to, those pertaining to the maximum mill levy have been established under the authority of the Town to approve a Service Plan with conditions pursuant to Section 32-1-204.5, C.R.S. It is expressly intended that such limitations: (a) Shall not be subject to set -aside for any reason or by any court of competent jurisdiction, absent a Service Plan Amendment; and (b) Are, together with all other requirements of Colorado law, included in the "political or governmental powers" reserved to the State under the U.S. Bankruptcy Code (11 U.S.C.) Section 903, and are also included in the "regulatory or electoral approval necessary under applicable 14 nonbankruptcy law" as required for confirmation of a Chapter 9 Bankruptcy Plan under Bankruptcy code Section 943(b){6). Any debt issued with a pledge or which results in a pledge that exceeds the maximum mill levy I shall be deemed a material departure fram this Service Plan pursuant to Section 32-1-207, � I C.R.S., and the Town shall be entitled to all remedies available under state and local law to enjoin such actions of the District. V. FINANCIAL PLAN This Article V describes the nature, basis, method of funding and debt and mill levy limitations and other financial requirements and restrictions far the District's public improvements program and operations. Together with the Financing Plan attached hereto as Exhibit G and f further described below, this Article V constitutes the fmancial plan for the District as required by Financing Plan, consisting of the Cash Flow Forecast and Projected Assessment Valuation, includes a summary of forecast assumptions. The Financing Plan includes estimated operations, administra#ian costs (including estimated costs of warranty maintenance), proposed indebtedness and estimated interest rates and discounts and other major expenses related to the organization and operation of the District. The Financing Plan projects the issuance of the debt and the anticipated repayment based on the development assumptions (including market projections and absorption forecasts set forth therein) for property within the boundaries of the District. The Financing Plan demonstrates that, at the projected level of development, and with the projected Developer support, the proposed District has the ability to finance the facilities identified herein, and will be capable of discharging the proposed indebtedness on a reasonable basis. 15 a. General. The provision of improvements and facilities by the proposed District will be financed through the issuance of general obligation bonds or developer bonds (the "District Bonds"'), secured by the ad valor em taxing authority of the proposed District and other District revenues. The Financirng Plan anticipates the issuance of one (1) or more series of District Bonds. The term of any District Bonds issued by the District shall. not exceed thirty (30) years. The combined estimated cost of the public improvements needed for the entire project with a portion to be financed by the District is Three Million, Three Hundred Ninety -Six Thousand, Nine Hundred Sixty Four Dollars and One Cent ($3,396,964.01), which exceeds the estimated debt capacity of the District. The District has the capacity to issue District bonds in the.aggregate principal amount of approximately Two Million Nine Hundred Thousand Dollars ($2,900,OOOAO). Accordingly, it is currently anticipated that the bond proceeds will be insufficient to allow for repayment of a portion of the capital infrastructure costs of the District, which will be contributed by the Developer or other sources; however, if the fmancing capability of the District or alternative sources of revenue are made available to the District and those changes in District revenue sources will permit additional repayment in the future (due to higher than anticipated assessed values, lower interest rates, greater sources of revenue to the District, or any other circumstance), the District may agree to repay the Developer for unreimbursed public infrastructure costs so long as the District has the capacity to make such payments without exceeding the debt limit or Mill Levy Limit provided in this Service Plan, subject to all other requirements of Article V.h., below. Payments made to the Developer by the District are expected to be made principally from Bond proceeds and shall not exceed the amount advanced or financed by the Developer for capital costs of District public improvements. The Financial Planners and Consultant's Forecasted Cash Surplus Balance and Cash Receipts and Disbursements in Exhibit G do not include the above -described Developer contribution to the costs of public improvements or other alternative sources of revenue which may be used to finance capital improvement costs related to the District. b. Debt Issuance. . i The District shall be allowed to issue developer bonds after approval of the Service Plan and completion and Conditional Acceptance by the Town of all public improvements required to service the Property within .the District and Mountain Shadows Subdivision Filing No. 2. Additional District Bonds may be issued in the future consistent with and in compliance with the Service Plan as amended, Town Code and applicable law, but not in excess of the debt limitation as authorized by the Service Plan. {i) Maximum Debt Authorization. The District intends to issue District Bonds in one or more series in the aggregate principal amount of approximately Two Million, Nine Hundred Thousand Dollars ($2,900,000), provided, however, that if other fornls of revenue sharing, cost sharing or cost reimbursement becomes available and contributed to, by or on behalf of the District, or as a Distric# revenue source in the future, the District shall issue debt that is financially feasible and able to be dischargeA pursuant to the parameters provided in this Service PIan. The aggregate principal amount of all District Bonds, debt and forms of borrowing by the District, throughout the District's existence and regardless of subsequent payments and discharges, shall be limited to a total of Three Million One Hundred Ninety Thousand Dollars ($3,190,000) unless otherwise approved by the Town (the "debt limit"); except to the extent otherwise provided in Article V.g., with respect to refunding bonds and in Article V.h., with respect to construction financing notes (i.e., notes or other financial obligations, if any, issued by the District to the Developer to evidence the District's obligation to repay the Developer's advances or financing of capital improvements or for construction costs}. 17 Developer Bonds. The District shall be allowed to issue developer bonds after formation of the District and completion and Conditional Acceptance by the Town of all public improvements required to service property wn the Disirict and Mountain Shadows Subdivision ng No. 2. Additional District Bonds secured by the ad valorem taxing authority of the proposed District and other District revenues may be issued in the future consistent with and incompliance with the Service Plan (as may be amended from time to time), in compliance. with Town Cade and applicable law,,but not in excess of the debt limit as authorized by this Service Plan. Developer bonds shall be subordinate to any other District secured debt. All issuance of District Bonds and all other forms of borrowing by the District, throughout the District's existence and regardless of subsequent payments and discharges, shall be linuted to the debt limit provided in Section V.b.(i); except to the extent otherwise provided in Article V.g with respect to refunding bonds and in Article V.h with respect to construction financing notes (i.e., notes or other financial obligations, if any, issued by the District to the Developer to evidence the District's obligation to repay the Developer's advances for construction, organization and formation costs). Any other Developer reimbursement notes or debt shall be subordinate to any other District bonds. Developer bonds shall be issued only to the Developer, or one of their related affiliates, successors, heirs and assigns. (iii). Bond Issuance. The District may issue District Bonds after formation of the District and completion and Conditional Acceptance by the Town of all public improvements required to service the property within the District and Mountain Shadows Subdivision Filing No. 2. The Developer expects that issuance of such District Bonds as provided herein would be made on the basis that there is a reasonable likelihood that projected future development will occur and will result in increased assessed valuation levels to support payment of such bonds within a 30 year period of time from the date of issuance. As set forth in Exhibit G, the District's Financial Planners and Consultants have indicated that issuance of certificates of occupancy and building permits are generally accepted lending criteria for special district debt, and that necessary development thresholds will evidence sufficient development activity within the District to support repayment of the corresponding debt. c. Reauired Transfer of Capital Improvement Funds to the Town. The District will pay to the Town for deposit into the Town's capital improvement fund a total of 15% of the gross amount of bonds issued, up to a maximum of Four Hundred Thirty -Five Thousand Dollars ($435,000), which amount shall be paid #o the Town concurrently or pxior to and as a condition of the issuance and delivery of the first series of any District Bonds, including developer bonds, or the issuance of any construction financing notes to the Developer. District Bonds shall be issued by October 31, 2015. Notwithstanding anything in this Service Plan to the contrary, the deadline set forth far bond issuance maybe extended for all periods of delay caused by events that are beyond the reasonable control of the District, including, without limitation, limited availability of materials and labor, unusually adverse weather conditions, acts of God, acts of war, acts of terrorism, or delays in issuing approvals or permits by any Governmental Agency. With Town approval, such contribution may alternatively be paid by the Developer to the Town but, in such case the Town and the Developer will amend the subdivision improvement agreement for Mountain Shadows Subdivision Filing Na. 2 to provide that this Town contribution shall be paid to the Town's capital improvement fund directly by the Developer prior to the issuance of any District bonds, including developer bonds, or any construction financing notes to Developer. The contribution to the Town capital improvement fund shall be used by the Town to finance improvements (whether inside or outside the boundaries of the District) that the Town and the District would otherwise be empowered to construct, and for which the District is authorized to incur indebtedness (i.e., streets, street lighting, traffic safety controls, sanitary sewer, water, landscaping, storm drainage or park and recreation improvements and facilities), which improvements shall be of benefit to the Town and the District. The District acknowledges that the foregoing provisions for payment of this Town contribution to the Town's capital improvements fund for capital unprovements are material considerations in, and conditions of the Town's approval of this Service Plan, and the Town has relied thereon in approving this Service Plan. The District shall not issue District Bonds,- including developer bonds, ox any construction financing notes to Developer, without there having been delivered to the Town concurrently with or prior to such issuance capital improvement contribution funds totaling 15% of the gross amount of bonds issued, up to a maximum of Four Hundred Thirty - Five Thousand Dollars ($435,000}, and such delivery to the Town of funds concurrently with or prior to such issuance shall be a condition of issuance for such District Bonds, including developer bonds, or any construction financing notes to Developer. District Bonds shall be issued by October 31, 2015. Notwithstanding anything in this Service Plan to the contrary, the deadline set forth for bond issuance may be extended for all periods of delay caused by events chat are beyonA the reasonable control of the District, including, without limitation, limited availability of materials and labor, unusually adverse weather conditions, acts of God, acts of war, acts of terrorism, or delays in issuing approvals or permits by any Governmental Agency. Further, the District shall not be authorized to incur any financial obligations of any kind or perfoirn any other functions authorized under this Service Plan until the governing body of the District, upon formation thereof; has executed: (1) the intergovernmental agreement provided for in Article XIII and Exhibit N, with such amendments as the parties may mutually agree, stating its agreement to comply with the provisions of this Article V.c.; and (2) the District indemnity letter provided for in Part II of Exhibit I. d. Other Financial Restrictions, Limitations and Requirements, Resources The District shall request voter authorization for such amount of general obligation debt as the District deems sufficient to allow for allocation of the amounts deposited JUL the Town's capital improvements fund (as described in Article V c., above) among the District's powers, unforeseen contingencies, increases m construction costs due to inflation and all costs of issuance, including capitalized interest, reserve funds, discounts, legal fees and other incidental costs of issuance and other available revenue sharing, cost sharing or cost reimbursements available to the District now or in the future; provided, however, that the amount of general obligation debt (together with ' construction financing and developer bands na#es} actually issued by the District shall not exceed the debt limitation of Three Million, One Hundred Ninety Thousand Dollars ($3,190,000) as stated in Article V.b., above. All bonds of the District will be sold for cash. The authorized maximum voted interest rate is fifteen percent (15%}per annum and the maximum underwriting discount is four percent (4%) of bond principal. The actual interest rates and discounts, within such maximum voted amounts, will be determined at the time the bonds are sold by the District and will reflect market conditions at the time of sale; provided,. however, that the actual interest rate shall not exceed Five Hundred (500) basis points above the Thirty (3Q) year `AAA' Municipal Market Data rate in effect at the time the bonds are sold. Estimated interest rates used in Exhibit G are based on information furnished by the i Developer. In the event bonds are issued at an interest rate higher than the estimated rates used in Exhibit G, the principal amount of bonds will be reduced so as to result in total debt service payments approximately equal to those projected in Exhibit G, and so that debt service on the bonds can be paid from the revenue sources contemplated in this Service Plan. If actual increases in District assessed valuation are Less than the projected increases for those factors as shown in the Exhibit G forecasts, it is expected that the District would compensate by 21 increasing its mill levy {subject to the Limited Mill Levy) or reducing the principal amount of the bonds issued. The Developer acknowledges and accepts the risk that, if all or a part of the District Bonds proposed to be issued by the District are not issued, because of changes in financial conditions or for any other reason, the Developer may not be paid or reimbursed for the cost of public improvements or other advances to the District. No bonds issued by the District shall provide for acceleration as a remedy upon default, unless the District has received the prior written administrative approval of the Town, which approval may be granted only by the Town Manager 'or the Board of .Trustees. Except as provided below, wish respect to notes issued to the Developer for construction financing, this Service Plan authorizes only the issuance of District Bonds within the above stated Iimits, and subject to the provisions as to the Limited Mill Levy as set forth below. The District may be authorized to issue certif Cates, debentures or to enter into lease -purchase transactions, only upon approval of an amendment to this Service Plan, and such an amendment shall be considered a material modification of the Service Plan. The District does not anticipate the imposition of development fees or user charges, and the District is not authorized to impose any taxes other than ad valorem property taxes as provided in this Service Plan. The District may be authorized to impose development fees, user charges or taxes other than ad valorem property taxes only upon the prior written approval of the Board of Trustees. All bonds of the District shall be structured utilizing a commercial bank with trust powers as trustee to hold the bond proceeds and debt service funds and to pursue remedies on behalf of the bondholders. Any bonds issued by the District pursuant to this Service Plan shall be in compliance with all applicable legal requirements, including without limitation § 3244101(6) and article 22 59 of title 11, C.R.S., and shall be approved by nationally recognized bond counsel. An opinion shall also be obtained from bond counsel or counsel to the District that the bonds comply with all requirements of this Service Plan. e. Limited Mill Levu. "Limited Mill Levy" shall mean an ad valorem mill levy (a mill being equal to 1/10 of $.Oi) imposed upon all taxable property in the District each year in an amount sufficient to pay the principal of, premium if any, and interest on the bonds as the same become due and payable, and to make up any deficiencies in any debt service reserve for the bonds, but, together with all other District mill levies {including, without limitation, all mill levies for administration, maintenance, and other operating expenses), such mill levy shall not exceed fifty {50) mills; provided, however, that in the event of changes in the ratio of actual valuation to assessed valuation for residential real property, pursuant to Article X, section 3(1}(b) of the Colorado Constitution and legislation implementing such constitutional provision, the fifty (50) mill levy limitation provided herein will be increased or decreased {as to all taxable property in the District, including both residential and commercial property) to reflect such changes so that, to the extent possible, the actual tax revenues generated by the mill levy, as adjusted, are neither diminished nor enhanced as a result of such changes ("Gallagher adjustment"). Limited 1VIi11 Levy shall be an enforceable limit on all District mill levies for debt service purposes. f. Investor Suitability. Except as provided below in this Article VI as to rated bonds, the District's bonds shall be issued only to financial institutions, institutional investors or qualified investors within the meaning of § 324- 1101(6)(a)(N), § 324-103(6.5) and § 11-59403(8), C.R.S. The District shall provide for and shall utilize mechanisms and procedures for transfers and exchanges of bonds which are reasonably designed to insure continuing compliance with such limitation of 23 sales to institutional investors. If the District's bonds are rated in one of the four highest investment grade rating categories. by one or more nationally recognized organizations which regularly rate such obligations, compliance with the institutional investor limitation set forth above shall not be required. Developer bonds may be issued to MSP Corporation, a Colorado I corporation, its affiliates, subsidiaries, heirs, successors or assigns (collectively, the I "Developer"). The actual amount of the bonds issued will be subject to assessed valuations and market conditions as they exist at the time of issuance of bonds, and will be issued only in compliance with the above -stated debt limit and other applicable requirements and restrictions of the Service Plan. Privately placed Developer bonds shall have no -call protection, and no -call protection shall exceed a period of five (5) years from the date of initial issuance. g. Refunding bonds. General obligation refunding bonds may be issued by the District to defease original issue District Sonds in compliance with applicable law, but any such refunding shall not extend the maturity of the bonds being refunded nor increase the total debt service thereon and shall meet the requirements of § fir) -1-1101(6)(a}, C.R.S. Refunding bonds shall not be subject to the debt limit stated in Article V.b., above, provided that such refunding bonds demonstrate net present value debt service savings; but if such refunding bonds do not demonstrate net present value debt service savings, any increase in principal amount of the refunding bonds over the principal amount of bonds being refunded shall be subject to such debt limit. Any issuance of refunding bonds must comply with. Article VI, above ("Investor Suitability"). Except to the extent expressly provided in this Article V all limitations, restrictions and requirements of this Service Plan with respect to general obligation bonds of the District shall be applicable to refunding bonds, including, without limitation, Limited Mill Levy, debt limit, maximum interest rate, maximum discount, maximum term, prohibition on acceleration, bank trustee requirement and opinion requirements, however, if the District's bonds are rated in one of the four highest 24 investment grade rating categories by one or more nationally recognized organizations which regularly rate such obligations, compliance with the institutional investor limitation set forth above shall Alot be required. h. Construction Financing Notes Issued to Developer. The District may issue construction financing notes to the Developer to evidence the District's obligation to reimburse the Developer`s advances for construction costs; any Developer advances which are not so reimbursed shall'be treated as Developer contributions as described in Article V.a., above. Such notes shall be subject to the following restrictions set forth above fox general obligation bonds: Limited Mill Levy, debt limitation, interest rate limitations, maximum term, prohibition on acceleration, and opinion as to Service Plan compliance; but such notes shall not be subject to the above -stated bank trustee requirement, minimum denomination, or bond counsel opinion requirements. The repayment of construction financing notes from proceeds of an equal or lesser principal amount of the District's bonds shall not be treated as an increase in the principal amount of District debt for purposes of the debt limit under this Service Plan. Such notes shall not be general obligations of the District (see Exhibit G), shall be issued only to the Developer (and therefore shall not be subject to any underwriting discount}, and shall not be transferred, assigned, participated or used as security for any borrowing. The Developer hereby represents that it is an accredited investor, as that term is defined under §§ 3(b) and (4)(2) of the federal "Securities Act of 1933" by regulation adopted thereunder by the Securities and Exchange Commission, and the Developer agrees that it will also be such an accredited investor if and when it acquires such notes. Such notes shall be paid from proceeds of the District's general obligation bonds (when and if received by the District, and subject to prior payment of amounts payable to the Town as provided 'in Article V.c., above); otherwise the notes will be unsecured obligations of the District. To the extent that any of such notes are outstanding when the District's general obligation bonds are also outstanding, payments on the notes may be made only if such 25 payments do not adversely affect the District's ability to pay its general obligation bonds. The Developer solely assumes the risk of nonpayment or other default on such notes, including, without limitation, delay, inability or failure of the District to sell or issue its general obligation bonds. i. Identification of District Revenue, The District will impose a mill levy on all taxable property in the District as the primary source of revenue for repayment of debt service and for operations and maintenance. The mill levy imposed by the District for debt service and administration, warranty maintenance and other operating expenses purposes shall not exceed fifty {SQ.000) mills, except for Gallagher adjustments pernutted under Article V.e., above. Although the mill levy imposed may vary depending on the phasing of facilities anticipated to be funded, it is estimated that a mill levy of approximately fifty {50.000) mills will produce revenue sufficient to support debt service and administration, warranty maintenance and other operating expenses throughout the repayment period. j. Security for Debt. The District will not pledge any Town funds or assets for security for the indebtedness set forth in the Financing Plan of the District. k. Services of District. The District will require sufficient operating funds to plan and cause the public improvements to be constructed. The costs are expected to include: organizational costs, legal, engineering, accounting and debt issuance costs, compliance with warranty obligations, compliance with state reporting and other administrative requirements. The first year's operating budget (for 2013) is estimated to be Twenty -Five Thousand Dollars ($25,000.00). The operating budget amounts shown in Exhibit G are expected to be sufficient to enable the District to comply with its warranty obligations as described in Article Mg., above. Until the District 26 receives sufficient revenue from ad valorem taxes and other District sources, funds for District organizational costs, operations and administration will be contributed by the Developer. 1. Ounnguennial Review. Pursuant to § 32-1-1101.5, C.R.S., the District shall submit application for a quinquennial finding of reasonable gence in every fifth (5calendar year after the calendar year in which the District's ballot issue to incur .general obligation indebtedness is approved by its electorate. Upon such application, the Board of Ti`ustees may accept such application or hold a public hearing thereon and take such actions as are permitted by law. The District shall be responsible for payment of the Town consultant and administrative costs associated with such rev%ew, and the Town may require a deposit of the estimated costs thereof The Town shall have all powers concerning the quinquennial review as provided by statutes in effect from time to time. m. Letters. There is attached hereto as Exhibit II a letter from legal counsel for the District stating chat the petition for organization of the District, this Service Plan, notice and hearing procedures in connection therewith, and provisions thereof (including without limitation provisions as to the District's bonds, fees and revenue sources) meet flee requirements of titles 11 and 32, C.R.S., and other applicable law. VL LANDOWNERS' OBLIGATIONS AS TO PUBLIC IlVIPROVE1VrENTS The creation of the District shall not relieve the Developer, the landowner or any subdivider of property within the District, or any of their respective successors or assigns, of obligations to construct public improvements for the Mountain Shadows developmenfi, of the obligation to enter into an amendment to the Mountain Shadows Filing No. 2 Subdivision Improvement Agreement, for payment to the Town of the Developer's contribution to the Town as set forth in Section V.c it such 27 payment is to be made by the Developer rather than the District); of obligations to provide to the Town letters of credit as required by the Town to ensure the . completion of such public improvements, or of any other obligations to the Town under Town ordinances, rules, regulations or policies, or under other agreements affecting the property within the District or the Mountain Shadows development, or any other agreement between the Town and the Developer (or any such landowner, subdivider or successors or assigns). 1 '1' The District shall be responsible for submitting an annual report to the Town within one hundred twenty (124) days from the conclusion of the District's fiscal year. Failure of the District to submit such report shall not constitute a material modification hereof; unless the District refuses to submit such report within thirty (34} days after a written request from the Town to do so. The District's fiscal year shall end on December 31St of each year. The content of the annual report shall include information as to the following matters which occurred during the year: a. Boundary changes made or proposed; b. Intergovernmental Agreements entered inta or proposed; c. Changes or proposed changes in the District's policies; d. Changes or proposed changes in the District's operations; e. Any changes in the financial status of the District including any issuance of financial obligations or any change in revenue projections or operating casts; f. A summary of any litigation and notices of claim involving the District; g. Proposed plans- for the year immediately following the year summarized in the annual report; h. Status of construction. of public improvements, i i. The current assessed valuation in the District; and j. A schedule of all taxes imposed and tax or other revenues received in the report year, and proposed taxes to be imposed, and identified revenues to be received in the following year and the revenues raised or proposed to be raised therefrom. The foregoing list shall not be construed to excuse the requirement for prior written Town approval of those matters that are considered material modifications of this Service Plan or for any other required Town approval. The annual report shall be signed by the Fresident and attested by the Secretary of the District. Along with the annual report, and at any more frequent intervals as reasonably requested by the Town, the District shall provide to i the Town a currently dated and written certificate, signed by the President and Secretary of the District, certifying that the District is in full compliance with this Service Plan. If the District is not in full compliance with this Service Plan, the certificate shall include a detailed statement describing such noncompliance, and the District shall cooperate fully with the Town in providing further information as to, and promptly remedying, any such noncompliance. The Town reserves the right, pursuant to 6.32-1-207(3)(c), C.R.S., to request reports from the District beyond the mandatory statutory five (5) year reporting report. In i addition to the foregoing, the District shall cooperate with the Town by providing prompt responses to all reasonable requests by the Town for information, and the District shall permit he Town to inspect all public improvements and facilities and all books and records of the District. 29 VIII$ DISSOLUTION Promptly when all of the general obligation bonds to be issued by the District have been paid (or when provision for payment thereof has been made through establishment of an escrow as provided by § 32-1-742(3)(b), C.R.S.), a will so notify the Town and will cooperate fully with the Town in taking all steps necessary under then applicable law to dissolve the District (including, without limitafiion: formulating a plan of dissolution; executing the District's consent to dissolve pursuant to § 32-1-744(3)(b), C.R.S.; making any necessary agreements ° as to continuation or transfer of warranty maintenance and other services, if any, which are then being provided by the District; submitting a petition far dissolution to the District Court; and, conducting any required dissolution election). In addition, at any time after the District has issued all of its general obligation bonds {excluding refunding bonds) as contemplated by the Financial Plan, upon the Town's request, the District will cooperate fully with the Town to dissolve the District pursuant to a plan far dissolution stating that there are outs#anding financial obliga#ions and providing that the District will continue in existence (with the Town Board of Trustees serving as the District Board of Directors if the Town so elects) to such extent as is necessary to adequately provide for the payment of such financial obligations, as provided in §§ 324402(3)(c) and 324- 747(2)(c), C.R,S. Also, on or after December 31, 2020, if the District has not issued any of its general obligation bonds, the Town shall have the right to require the District to dissolve in ac�nr�nneP with nnnlicahle law_ and the District will cooperate fully with the Town to dissolve the District. To the maximum extent permitted by law, the above -stated agreements to cooperate in dissolution of the District shall be binding on the undersigned. Developer and other landowners signing the Consent contained in Exhibit D to this Service Plan (together constituting the owners of 3a one hundred percent (1001/4) of the land in the District) and shall also be binding on their successors in title to any and all land in the District (including the nominees for the ixud Board of Directors set forth in Article X hereof and succeeding directors who own land within the District); and such agreements shall obligate all such persons to cooperate fully with the Town as described above, i including without limitation, the signing of petitions, execution of consents, and voting in favor of dissolutIon in any required election. lX. CONSOLIDA'TxON The District shall nat file a request with the District Court to consolidate with another' district without the prior written approval of the Board of Trustees. X. ELEC°I`IONS Following approval of this Service Plan by the Town, and after acceptance of the organizational petition and issuance of orders from the District Court, elections on the questians of organizing the District and approving bonded indebtedness and various agreements described herein, including the intergovernmental agreement between the Town and the District contemplated in Article X11I and Exhibit L hereof; will be scheduled. All elections will be conducted as provided in the court orders, the Uniform Election Code of 1992 (as amended by House Bill 934255 and as otherwise amended from time to time), and Article X §20 of the i Colorado Constitution (the "TABOR Amendment"), and are currently planned for November 2013, but may be held on any legally permitted date. The election questions are expected. to include whether to organize the District, election of initial directors, and TABOR Amendment ballot issues and questions. Thus, the initial ballot may deal with the fallowing topics (in several questions, but not necessarily using the exact divisions shown here): 31 a. Whether to organize the District, b. Membership and terms of the initial board members, c. Approval of new taxes, d. Approval of maximum operational mill levies, e. Approval of bond and other indebtedness limits, Approval of an initial property tax revenue limit, g. Approval of an initial total revenue limit, h. Approval of an initial fiscal year spending limit, and i. Approval of a four (4) year delay in voting on ballot issues. Ballot issues may be consolidated as approved in court orders. The petitioners intend to follow both the letter and the spirit of the Special District Act, the Uniform Election Code and the TABOR Amendment during organization of the District. Future elections to comply with the TABOR Amendment may beheld as determined by the elected Board of Directors of the District. The following persons, who are or will be owners of property within the District, are anticipated to be nominated for the initial board of directors of the District: Marcus Palkowitsh c/o MSP Corporation 720 S. Colorado Blvd. Suite 940 — North Tower Denver, Colorado 80246 (303) 399=9804 ll John Wi c/o MSP Corporation 720 S. Colorado Blvd. Suite 940 --North Tower Denver, Colorado 80246 (303) 399-9804 32 Chad Rodriguez c/o MSP Corporation 720 S. Colorado Blvd. Suite 940 — North Tower Denver, Colorado 80246 (303) 399-9804 Eugene Coppola 9323 Erminedale Drive Lone Tree, Colorado 80124 Robert R. Graft Box 82, 1478 North Highway 83 Franktown, Colorado 80116 The fully executed MSP Corporation Indemnity Letter attached hereto as Part I of Exhibit I is submitted by the Developer to the Town as part of this Service Plan. The form of the District Indemnity Letter attached hereto as Part II of Exhibit I shall be executed by the District and delivered to the Town immediately upon formation of the District. The District shall not incur any financial obligations of any kind or otherwise .perform any functions authorized under' this Service Plan until the District Indemnity Letter has been duly executed by the District and delivered to the Town. -The execution of such Indemnity Letters are material considerations in the Town's approval of this Service Plan, and the Town has relied thereon in approving this Plan. XII. DISCLOSURE AND DISCLAIMER; NO THIRD -PARTY RIGHTS The District will also record a statement against the property within the District which will include notice of the existence of the District, anticipated mill levy and maximum allowed mill levy. The form of the notice is attached hereto and incorporated herein as Exhibit J. subject to any changes requested by the Town in the future. In addition, there is attached hereto as Exhibit K a form of the Town's disclaimer statement. The District shall conspicuously include this disclaimer statement, or any modified or substitute statement hereafter furnished by the Town, in all offering materials used in connection with any bonds or other financial obligations of the District (or, if no offering materials are used, the District shall deliver the disclaimer statement to any prospective purchaser of such bonds or financial obligations). No changes 33 shall be made to the disclosure and the disclaimer set forth in Exhibits J and K. respectively, except as directed by the Town. Neither this Service Plan, the intergovernmental agreement to be entered into between the Town and the District as described in Article XIII below, nor any other related agreements shall be construed to impose upon the Town any duties to or confer any rights against the Town upon, any bondholders, investors, lenders or other third parties. XIII. INTERGOVERNMENTAL AGREEMENTS The District shall enter into an intergovernmental agreement with the Town which shall be in substantially the form set forth in Exhibit L. The District shall execute and deliver the intergovernmental agreement to the Town immediately upon farmation.of the District. The District shall not incur any fmancial obligations of any kind of otherwise perform any functions authorized under this Service Plan until the intergovernmental agreement has been executed and delivered to the Town. The execution of such Agreement is a material consideration in the Town's approval of this Service Plan, and the Town has relied thereon in approving this Plan. No other intergovernmental agreements are proposed at this time. Any intergovernmental agreements proposed regarding the subject matter of this Service Plan shall be subject to review and approval by the Board of Trustees prior to their execution by the District. Failure of the District to obtain such approval shall constitute a material modification of this Service Plan. XIV. CONSERVATION TRUST FUND The District shall not apply for or claim any entitlement to fiends from the Conservation Trust Fund which is derived from lottery proceeds, or other funds available from or through governmental or nonprofit entities for which the Town is eligible to apply. The District shall remit to the Town any and all conservation trust funds which it receives. 34 XV. MODIFICATION OF SERVICE PLAN The District shall obtain the prior written approval of the Town before making any material modifications to this Service Plan. Material modifications requixe a Service Plan amendment and include modifications of a basic or essential nature, including, but not limited to, the following: 1. Any change in .the stated purposes of the District or additions to the types of facilities, improvements or programs provided by the District; 2. Any issuance by the District of financial obligations not expressly authorized by this Service Plan, or under circumstances inconsistent with the District's financial ability to discharge such obligations as shown in the build out, assessed valuation and other forecasts contained in Exhibit G, or any change in debt iitnit, change in revenue type (including, without limitation, the imposition of any tax other than ad valorem property tax as. provided in this Service Plan) or change in maximum mill levy (except fox any necessary Gallagher adjustment as provided in Article V .e above); Plan; 3. Any change in the types of improvements or change of mare than fifteen pexcenf the estimated costs of improvements from what is stated in Exhibit E of this Service 4. Failure by the District to comply with the requirements of Article V.c. of this Service Plan or Section 6 of the intergovernmental agreement (the form of which is attached hereto as Exhibit L) concerning transfer of bond proceeds to the Town; or 5. Failure by the District to enter into the intergovernmental agreement {the forth of which is attached hereto as Exhibit L) or failure to execute and deliver the District indemnity 35 letter (the form of which is attached hereto as Exhibit I Part II) immediately upon the District's formation as provided in Articles X and XI, respectively, of this Service Plan; b. Failure to comply with the requirements of this Service Plan concerning the dedication of improvements or the acquison and conveyance of lands or interests in land; 7. The failure of the District to develop any capital facility proposed in its Service Plan when.necessary to service approved development within the District; 8. Any proposed nse of the powers set forth in §§ 32-1-1101(1)(� and 1101(1.5), C.R.S., respecting division of the District; 9. The occurrence of any event or condition which is defined under the Service Plan or intergovernmental agreement as necessitating a service plan amendment; 10. The default by the District under any intergovernmental agreement; 11. Any of the events or conditions enumerated in § 32-1-207(2), C.R.S., of the Special District Act; or 12. Any action or proposed action by the District which would interfere with or delay the planned dissolution of the District as provided in Article VIII hereof. (The examples above are only examples and are not an exclusive list of all actions which maybe identified as a material modification). The District will pay all reasonable expenses of the Town, its attorneys and consultants, as well as the Town's reasonable processing fees, in connection with any request by the District for modification of this Service Plan or administrative approval by the Town of any request hereunder. The Town may require a deposit of such estimated costs. XVI. FAILURE TO COMPLY WITH SERVICE PLAN In the event it is determined that the District has undertaken any act or omission which violates the Service Plan or constitutes a material departure from the Service Plan (including, 36 without limitation, any material modification of the Service Plan as described in Article XV which is not duly authorized by the Town), the Town may utilize the remedies set forth in the statutes to seek to enjoin the actions of the District, or may withhold issuance of any permit, authorization, acceptance or other administrative approval for the Mountain Shadows development, or may pursue any other remedy available at law or in equity, including affirmative injunctive relief to require the District to act in accordance with the provisions of this Service Plan. The District shall pay any and all costs, including attorneys' fees, incurred by the Town in enforcing any provision of the Service Plan. To the extent permitted by law, the District hereby waives the provisions of § 32-1-207{3)(b), C.R.S. and agrees it will not rely on such provisions as a bar to the enforcement by the Town of any provisions of this Service Plan. XVII. RESOLUTION OF APPROVAL The Developer and other proponents of the proposed District agree to and shall incorpora#e the Board of Trustees' Resolution of Approval, including any conditions on such approval, into the Service Plan presented to the appropriate district court. Such resolution shall be attached as Ezhibit M. If any portion of this Service Plan is held iuivalid or unenforceable for any reason by a court of competent jurisdiction, such portion shall •be deemed severable and its invalidity or its unenforceability shall not cause the entire Service Plan to be terminated. Further; with respect to any portion so held invalid or unenforceable, the District and Town agree to pursue a Service Plan amendment or take such other actions as maybe necessary to achieve to the greatest degree possible the intent of the affected portion, 37 XIX. CERTIFICATION This Service all is submitted to the Town by the undersigned on behalf of the Developer, which is the District petitioner, and with the consent of all owners of all private property within the boundaries of the proposed District. The undersigned will cause written notice of the Town's hearing on the proposed Service Plan to be duly given to all "interested parties" within the meaning of § 32-1-204, C.R.S., and will or has caused all other required filings to be made and all other applicable procedural requirements to be met. Therefore, it is hereby respectfully requested that the Town Board of Trustees of the Town of Firestone, Colorado, which has jurisdiction to approve this Service Plan by virtue of Section 32-1-2M.5., et seq., as amended, adopt a resolution of approval which approves this Service Plan for the Mountain Shadows Metropolitan District as submitted. By: David S. O'Leary Counsel to proponents for the Mountain Shadows Metropolitan District EXHLBIT A i Legal Description 39 f Mountain Shadows Subdivision Filing No. 2 Leal Description. A parcel of all located in the East Half of Section 1, Township 2 North, Range 68 West of the Sixth Principal Meridian, Town of Firestone, County of Weld, State of Colorado being all of the property described on the plat titled "Mountain Shadows Subdivision Filing No. 2" recorded in the office of the Weld County Clerk and Recorder on August 1, 2013 at Reception No. 3952378, containing 1,726,080 sq. ft. or 39.625 acres more or less. folollowl Boundary Map d z z 1 3 ,. 0 ce IRA 7. Q'q($� a a r .y� �. F A"'� ii'� a66 3}-atj a �,. 1. y r b4i`-� ''' .:l'iK c'Y � }#��-�♦ %sS ?' -�'ix �.. Zt�. -'��x��xh`c{�'.,� vc',sr`� �. Y�•t U' � xd iy �.- ` `}� "''-a ,r+�(.'� a-� r a � � }�� ,�'i, �nt"rk ? '§f L Sr, cr Kt �FiF 'nz1'S' .sF i E,r r=r'et ,.i 6�iq 6.I� +c r t� G•� € R>- .'°�,- d a y! ',j' i .r d tom+ Y'ati-T,195� r, p J v� x f �T Y•'i rrr Feel �kf3 fS �� 1Y do 3 ' 3 k ityr zt's.�Ei t��f s#� s i?, '� � �n rz�Slszci ��#E�et acts-�trY# 'i t•,f Fs � ) Y'� � }.3 sTt� ,� 'f'„-�+'e t 'L O a e4.ts's-'t r Yd'ti,75c.� i. Z '1 1�1 r iS�.S 9YT 2 �.� - �, � 4 � q� `� cv�, agz, 'd' y"��`c�i� ��.p. � 3 t• 'vi> j �` ,�� ,�t�„„t �{ a '� ,.r� n S � f�e� � R a i�,rZ h`Fl Q{"4 � �' _' � 4`�f" �3-rir't's � F `✓`. ��a ii *tt'&`� �%sPl��I air -. � ^�i'17 �� '�` � Z" �3 `� r�j r � .�% 4E S'�'-'• � SS � ,� � a � s ,y, ,c �' n � Wx JMMM4;�y�� .iz a rn -F.� ;y� v f's � v.`M`' t r 3' 't f:„ A p t 3Cy+i ,�. 2 `� i �C r P i TQ �_ h � Q•�1" 2K yam.+..., t � A� . � � Z �� a �. zii°4•i".sa � .. q rfi t. Q Q Q Q nNO I EXHIBIT C Vicinity Map 41 EXH IT K C, (i. 26 VD,j J �1 MOUNTAIN SHADOWS ry FILING NO. 2 � MOUNTAIN SHAa(�lhrS FILINU NQ. 1 FIRESTONE BLVC�. 1IDINEL Property Owners' Consents 42 MSP G"I%X TiON 720 S. Colorado Boulevard, Suite 940 — North Tower Denver, Colorado 80246 December 20i3 Board of Trustees Town of Firestone 151 Grant Ave. Post Office Box 100 Firestone, CO 80520 RE: Proposed 1Vlotuatain Shado�cvs 1V.letropolitan District (the "District"} To the Board of Trustees: MSP Carporation is the owner of the property, excluding rights of way and tracts dedicated to the Town, attached hereto as Exhibit A, which property comprises the Mountain Shadows Subdivision Filing No. 2 and is proposed to constitute the boundaries of the District, The purpose of this letter is to advise that the property owner consents to the organization of the District MSP CORPORATION A Colorado Caiporation By; STATE OF COLORADO } } ss. COUNTY OF A President On this day of DXQK�Je� , 2013, before me, a Notary Public, personally appeared Marcus Falkowitsh in his capacity as President of MSP Coiparation, a Colorado corporation, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same in the indicated capacity as his free act and deed. Witness my hand and seal of office. aPM P commission expires: �j g i (Mar Not Public Pu Lkcj 4p ~ EXHIBIT E Engineering Estimates 43 NE NORTHER ENGINEERING November 26, 2013 Town of Firestone 151 Grant Street Firestone, Colorado 80520 AOORESS: PHONE:970,221.4158 WERSITE: 200 S. College Ave, Suite 10 www north ernengineerinporn Fort Collins, 00 80524 FAX,970,221A159 RE: Proposed Mountain Shadows Metropolitan District Staff, t, Roger A Curtiss, a Registered Professional Engineer in the State of Colorado, have reviewed the Mountain Shadows Metropolitan District Public Improvements Estimate of Probable Construction Costs within the proposed Mountain Shadows Metropolitan District area as prepared by MSP Corporation. This estimate was based on the following assumptions: 1, The quantities and unit casts far each item are based on an estimate(sj of improvements plans for Mountain Shadows Filing No. 2 by J3 Engineering dated 7450 06 (last revision). While the most current version of the site improvement plans by Northern Engineering is different than the approved J3 version, the unit costs for the Improvements are valid, and the quantities for the proposed public Improvements have been also adjusted to represent the current site configuration. Based on the above assumption, i believe the Public tmprovemenk Estimate of Probable Construction Costs captained within the Service Plan for Mountain Shadows Metropolitan District is reasonable for the public improvements portion of the project per the proposed utility pions for Mountains Shadows dated October 2013, by Northern Engineering Services, Inc. Roger A Curtiss, P.E. Nnrthern Engineering Services, Inc, MOUNTAIN SHADOWS FILING NO, 2, FIRESTONE, CO 154 LOTS Cast Rem Code Descri tlon Qty. Unit Unit Price Cost COSTS PRIORTO CONSTRUCTION 1 3.01.0000 FEES FOR PUBLIC IMPROVEMENTS a 3-0i•0000 JINGIN1111ING Civil Engineerin Surve In Its $ 97 000.00 $ 97,000.00 Subtataf PIROP'PIP$ 97,ODO.00 COSTS PRIOR TO CONSTRUCTION SUBTOTAL $ 971000.00 CONSTRUCTION COSH 3 4*01.0010 CONSTRUCTlONINSPECTION FEES FOR PUBLIC IMPROVEMENTS a 4.01-0010 Town of Firestone its $ 30,000.00 $ 304000.00 b 4.01-0010 St. Wain Sanitation District i Is $ 7,000.fiO $ 7,000.00 Subtotal $ 37,000.00 4 3-01.0000 CONSTRUCTION ENGINEERING/SURVEYING a 3-01.0020 Construction Engineering 1 is $ 10,000.00 $ 104000.00 b 3.01.0050 Construction Surveying 1 is $ 45,000.00 $ 45,000.00 tr034100 0 GeotechTestin 1 is $ 45,000.00 $ 45,000.00 Subtotal $ 1001000.00 50 EROSION CONTROL a0 Mobilization 4 Is $ 1,100.00 $ 4,400.00 bO Slit Fence 11,450 If $ 1150 $ 17,175.00 eD Vehicle Tracking Control 9 ea $ 2,000.00 $ 18,000.00 d0 Concrete Washout 3 ea $ 850.00 $ 21550,00 e00 InletProtection 7 ea $ 500.00 $ 3,500.00 f -00 Outlet Protection 1 ea $ 200,00 $ 200.00 g 6-01.0100 Seed, Mulch, Crimg 37 ac $1,4O&00 $ 521360.00 Subtotal is 98,185400 6 6.01-OD00 EARTHWORK a 6.01.0125 Mobilization 4 Is $ 70400,00 $ 291600.00 b 6.01.0025 Clear & Grub 4 is $ 3,000.00 $ 12,000.00 c 6.01.0325 Strip Topsail @ 4" to stockpile 61776 cy $ 1.60 $ 104841.49 d 6.01.0125 Earthwork Cut to Fill 16,985 cy 2.75 $ 46,7D8.20 Subtotal $ 99,149.69 7 6•D3.0250 SANITARYSEWER a 6.03.0250 Mobilization 415 $4,100,00 $ 16,400.0D b 6-03-11250 8" Pvc SDR35 Main 6,286 if $31.00 $ 194,866.DO c 6-03-0250 4" PVC SOR35 SS Services 154 ea $89D,OD $ 1371060.00 d 6-03.0250 4' ID Manhole 38 ea $2,150.00 $ 81,70MOO e 6-D3.0250 Tie to Existing Main 6 ea $1,800.00 $ 10,800.00 Subtotal $ 440*826400 8 6.03-0275 ISTORM SEWER a 6.03-0275 60" RCP CL 3 240 If $ 180.00 $ 43,200.00 b 6-D3•O275 54" RCP CL3 712 If $ 160.00 $ 113,920,00 c 6.03.0275 48" RCP CL3 984 If $ 125.00 $ 123,ODD.00 d 6.03.0275 24" RCP CL3 247 If $ 50.00 $ 12,350.00 e 6.03.0275 18" RCP CL3 549 If $ 45.00 $ 24,70%00 f 6.03-0275 Box Base Manhole 1 ea $ 5,351m $ 5,351.00 g 6.03.0275 6' 10 Manhole 13 ea $ 4,t84.00 $ 54,392.00 h 6.03*O275 5'iDManhole 2 ea $ 31036,00 $ 6007200 1 6.03.0275 15'Type R Inlet 1 ea $ 5,D7&00 $ 50078.00 J 6.03.0275 101Type Rtnlet 2 ea $ 4,838.00 $ 9,676.00 k 6.03-0275 5' Type R Inlet 9 ea $ 2r444,00 $ 21,996.OD 1 6.03.0275 60" FES w/ Trashrack I, ea $ 2;853.00 $ 2,853.00 m 6.03.0275 Tie to Existfng48" RCP 1 ea $ 21000.00 $ 2,000.00 n o 6.03.0275 6.014225 llype Concrete Encase Storm Joints M Riprap 23ea $ 350.00 4.00 $ 8050.00 $ 80D.00 $ 433,443.OD Subtotal 9 6-03*0075 WATER a 6.03&0075 8" PVC Main 7,141 if $ 20,60 $ 147,094.30 b 6.03-0075 Tie toFxistingStub 10 ea $ 452.00 $ 4,520.00 c 6-03,0075 8" Gate Valve & Box 18 ea $ 10600.00 $ 2%8000 d 6.03a7S 8"4" Cross 3 ea $ 515600 $ 1545900 e &010075 8"xB"Tee 4 ea $ 515.00 $ 21060,00 f 6.03a0075 Wx6"Swivel Tee 16 ea $ 427,00 $ 6183100 g 6.03.0075 W Horizontal Bend 2 ea $ 485.00 $ 970.00 1 6.03P0075 8" Plug 10 ea $ 3,500.00 $ 35JO00400 J 6-03-0075 8"x2" Blow -off Assembly 10 ea $ 235.00 $ 2,350A0 k 6.03.007S Fire Hydrant Assembly 8ea $ 2,300.00 $ 1%400.00 1 6-010075 3/4" If Capper Waterline 154 ea $ 600,00 $ 92,400.00 m 6.03v0100 3/4" Water Service w/o Meter Pit 154 ea $ 728100 $ 112J1240 Subtotal $ 452,08130 To 6-0b01?S CONCRETE a 6.02.0125 MoblllzadonConcrete 41s $2,700.00 $ 10,800.00 b &02.0350 Combo Curb Gutter and 3'•9"Walk 13,196If $18.70 $ 246,765.20 c 6.02.0125 81Crosspan 3,285sf $6A0 $ 21,024.00 d 6.02&03S0 Radius Ramps 22 ea $878460 $ 19,316.00 e 6.02.0350 Midblock Ramps 9 ea $904,00 $ 8,136.00 f 6.02.0350 91 Wide Concrete Trail 6001f $3620 $ 21,7200 g 6.02-0350 10' Wide Concrete Trail 80 It $41.20 $ 3,296.00 Subtotal $ 331,057,20 11 6.02-0250 ASPHALTPAVING a 6-02-0250 Mobilization 4 k $ 6,370.00 $ 25,480 000 b 6-01-0300 12" Thick Scarify and Recompact 27,517sy $ 2.00 $ 5S,034,00 c 6*02-0250 6" Thick Full Depth Asphalt Paving 27,517 sy $ 20470 $ 569,601.90 d 6-010250 AdJustManhole 55 ea $ 480,00 $ 261400,00 e 6*03@0075 Ad ustValve Box/Cleanouts 47 If $ 240400 $ 11,280.00 Subtotal $ 687,795.90 12 "2.0125 CARBONDAMICHERRY VALE INTERSECTION(OFFSITE a "1-0300 12"Thick Scarify and Recampact 495sy $ 2A0 $ 1,188.00 b 6-02w0250 6" Thick Full Depth Asphalt Paving 495 sy $ 21180 $ 10,791,00 Subtotal $ 11,979,00 13 6.02-0400 SIGNAGE AND STRIPING a 6•D2.0400 Moblltzatton 1 Is $ 5o0.o0 $ 500.00 b 6.02-0400 Crosswalk 2 ea $ 660.00 $ 11320.OD c 6.02-0400 Traffic Sign 4 ea $ 350.00 $ 1,400.00 d &02-0400 Sto StgnswlthStreet Blades 11 ea $ 420,00 $ 4,620.00 Subtotal $ 7,840a0D 14 6-04.0000 STREET LIGHTS AND PUBLIC ROW 5LEEVING a 6-04-0050 Street Ughts 28 ea $ 61000oDD $ 168,000.00 b 6-04.0150 Public ROWTrenchingfor Sleeves I,560 If $ 9480 $ 15,288M c 6.04.0175 4" SCH 40 PVC- Public ROW Sleeve Materiai 3,120 If $ Salo $ 151912,60 Subtotal 19942001o0 CONSTRUCTION COSTS SUBTOTAL 218980559.o9 PROJECESUBTOTAL $ 2,995,SS9.09 S%CONTINGENCY $ 149,777.95 8%PROJECTADMINSTRATiONAND CONSTRUCTION MANAGEMENT $ 251,626,96 TOTAL $ 3,396,964.01 EXHIBIT F Location of Public Improvements I- Cn H z D LU N W A O Z z Z _J �.L cn w 0 N Lti F.= OZ Z d z z J k oz z 0 z z 3 hN zz Financing Flan 45 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: 303409-7611, Cella 303-594=0737; Email. stanplan@earthlink.net November 11, 2013 Mr. Marcus Palkowitsh MSP Corporation 720 S. Colorado Blvd., Ste. 940N Denver, CO 80246 Sent Via Email Scone and Limitations of Ensa�ement We have compiled the accompanying estimate of potential bonding capacity for the proposed Mountain Shadows Metropolitan District ("the District! A compilation is limited to presenting information and assumptions that are those of the proponents of the District, and does not include independently verifying the accuracy of the information or assumptions. The following key assumptions have been provided by MSF Corporation, and form the basis of the estimate of potential bonding capacity for the District. 1. A to#al of 154 homes with average marlcet values in the amount of $350,983 are expected to be completed at fixll buildout. R is assumed that the market values of the homes will increase by a factor of 2% as of June 30, 2016 and by an average of 2% every year thereafter. 2. 10 homes are expected to be completed during 2013, 36 homes are expected to be completed during 2014, 36 homes are expected to be completed in 201 S, 36 homes are expected to be completed in 2016, and 36 homes are expected to be completed in 2017. 3. The debt service mill levy is expected to be 45.0 mills and will be Gallagherized (i.e., ifthe current 7.96%residential assessment rate,deereases then the assumed 45.0 debt service mill levy will automatically increase to offset any potential loss in property tax revenues). The combined debt service and operating mill levy will be 50.0 mills. 4. The bonds will be issued as limited tax general obligation cash flow bonds and are expected to be purchased by the Developer of Mountain Shadows. Mr. Marcus Pallcowitsh November 11, 2013 Page ii Assumptions (continued) 5. The bonds will bear interest at 8.0%and will be amortized not longer than 30 years after the issuance of the bonds. 6. Administrative casts such as audit, accounting, legal, and insurance are assumed to be funded from an operating (General Fund) mill levy not to exceed 5.0 mills. 7. Specific Ownership Tax revenues have been calculated based on applying a factor of 8.0% to annual property tax revenues. $. It is assumed that the County Treasurer's collection fee will be 1.5%property tax r_;ra�c�Ak[;Mr 9. Interest earnings on accumulated funds available are assumed to average 0.25% annually. Estrrnate ot'Potential Bonding Capacity Based upon the above assumptions, the attached Exhibit I indicates a potential bonding capacity of approximately $2,900,000 once all 154 homes. are completed. This estimate assumes average home value inflation of slightly less than 2% per year beginning in 2016. If the annual rate of inflation exceeds 2% per year the amount of bonds that could be supported would exceed $2,900,000; conversely if average home appreciation is less than 2% annually, it might not be possible to amortize the assumed $2,900,000 bond issue over a 30 year period. As previously stated, the estimated $2,900,000 of bonding capacity assumes cash flow bonds are purchased by the Developer of Mountain Shadows. We have also identified approximately $20,000 of administrative (General Fund) property tax revenues would be generated annually at hall buildout assuming a mill levy of 5.0. Mr, Marcus Palkowitsh November 11, 2013 Page iii Certification Based upon the assumptions disclosed above, which are those o£the Developer and have not been independently verified or evaluated by Stan Bernstein and Associates, Inc., the District is expected to retire all debt referenced in the Financial Model, within the restrictions set forth in the Service Plan, including but not limited to the Maximum Debt Mill levy and the Maximum Debt Mill Levy Imposition Term. Disclaimer The assumptions disclosed in the Financial Model are those of the Developer and have not been independently reviewed by Stan Bernstein and Associates, Inc. Those assumptions identified are believed to be the significant factors in determining financial feasibility; however, they are likely not to be all_inclusive. There will usually be differences between forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Key assumptions — like those relating to market values of real property improvements and the buildout schedule of such property — are particularly sensitive in terms of the timing necessary to create the tax base for the District. A small variation in these variables, and to their timing, can have a large effect on the forecasted results. There is a high probability that the forecasted results will differ from realized future tax base factors and such variations can be material. Additionally, other key assumptions relating to inflation, assessment ratios, interest rates, and infrastructure, administrative, and operating costs may, and likely will, vary from those assumed. Because Stan Bernstein and Associates, Inc. has not independently evaluated or reviewed the assumptions that the Financial Madel is based upon, we do not vouch for the achievability (and disclaim any opinion) of the information presented on the accompanying Exhibit I and Schedule 1. Furthermore, because of the inherent nature of future events, which are subject to change and variation as events and circumstances change, the actual results may vary materially from the results presented on Exhibit I and Schedule 1. Stan Bernstein and Associates, Inc. has no responsibility or obligation to update this information or this Financial Model for events occurring after the date of this report. Very, truly yours, an e�3ns� or he firm) Stan Bernstein and Associates, Inc. 1 ��O OI OJ OI u7l N�(OoIO�� ((pp 11f(}} 1I11 (G(ppO R V OI Q� N � Q� M N N � V ! 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Box 100 Firestone, Colorado 80520 Re: Organization of Mountain Shadows Metropolitan District This firm has acted as counsel to Petitioners in connection with the organization and submittal of the Service Plan for Mountain Shadows Metropolitan District (the "District"). Pursuant to the requirements of Section V.m. of the Service Plan for the District, this letter confirms that the petition for organization of the District filed with the Town on November 12, 2013, the Service Plan for the District, as approved by the Town on December 11, 2013, and the notice, hearing and other procedures in connection with the approval of the Service Plan, have met the requirements of the Special District Act, Section 324401, et seq., C.R.S., and that the provisions of the Service Plan, as amended, including, without limitation, provisions as to the structure and terms of the District's bonds, fees and revenue sources, are consistent with applicable provisions of title 11 and 32, C.R.S., and other applicable law. Please be advised, however, that this firm has not been engaged as bond counsel to the District, nor will this firm serve as bond counsel at any time for the District. This letter does not purport to offer any opinion of the type customarily required to be given by bond counsel with regard to any bond transaction of the District. This letter is limited to the use of the addressee as set forth above, and may not be relied upon by other parties or in connection with any future sale, resale or transfer of bonds and may be relied upon only as stated herein. This letter may not be used, quoted or referred to, in whole or in pant, for any other purpose without the prior, written consent of the firm. Very truly yours, &BROWN, P.C. David S. O'Leary For the Firm == Enclosures 170p Broadway /Suite 210D /Denver, CO 80290-2101 /Phone 303.861.8013 /Fax 303.532,3$O�i / wwcvduffordbrown.com EXHIBIT I Part I - Developer Indemnity Letter 47 Pact I - Developer Indemnity Letter Town of Firestone 151 Grant Avenue Firestone, CO 80520 RE: Mountain Shadows Metropolitan District To the Tawn Board of Trustees: This Indemnification Letter (the "Letter") is delivered by the undersigned MSP Corporation, a Colorado corporation, (the "Developer") in connection with the review by the Town of Firestone he "Town") of the Service Plan, including all amendments heretofore or hereafter made thereto (the "Service Plan") for the Mountain Shadows Metropolitan District (the "District"). Developer, for and on behalf of itself and its transferees, successors and assigns, represents, warrants, covenants and agrees to and for the benefit of the Town as follows: 1. Developer hereby waives and releases airy present or future claims it might have against the Town or the Town's elected or appointed officers, employees, agents, contractors or insurers (the "Released Persons") in any manner related to or connected with the adoption of a Resolution of Approval regarding the Town's approval of the District's Service Plan or any action or omission with respect thereto. Developer further hereby agrees to indemnify and hold harmless the Released Persons from and against any and all liabilities costs and expenses (including reasonable attorneys' fees and expenses and court casts) resulting from any and all claims, demands, suits, actions or other proceedings of whatsoever kind or nature made or brought by any property owner or other person which directly or indirectly or purportedly arise out of or are in any manner related to or connected the Town's approval any of the following: (a) the Service Plan or any document or instrument contained or referred to therein, or (b) the formation of the District; or (c) any actions or omissions of the Developer or the District, or their agents, in connection with the District, including, without limitation, any actions or omissions of the Developer or District, or their agents, in relation to any bonds or other financial obligations of the District or any offering documents or other disclosures made in connection therewith. Developer further agrees to investigate, handle, respond to and provide defense for and defend against, as well as provide defense counsel reasonably chosen by the Developer and pay the attorneys' fees and expenses for such counsel. The Town will cooperate in the defense of any such claims, demands, suits, actions or other proceedings. 2. This Letter has been duly authorized and executed on behalf of Developer. Very truly yours, MSP Corporation A Colorado corporation, Developer �' Title: anus Palkowitsh. Presiders# 1 l'I kI l m Part II - District Indemnity Letter Part II -District Indemnity Leiter Town of Firestone 151 Grant Avenue Firestone, CO 80520 RE: Mountain Shadows Metropolitan District To the Town Board of Trustees: This Indemnification Letter (the "Letter"} is delivered by the Mountain Shadows Metropolitan District (the "District") in order to comply with the Service Plan, including all amendments heretofore or hereafter made thereto (the "Service Plan") for the District. The District, for and on behalf of itself and its transferees, successors and assigns, hereby covenants and agrees to and for the benefit of the Town (the "Town") as follows. 1. The District hereby waives and releases any present or future claims it might have against the Town or the Town's elected or appointed officers, employees, agents, contractors or insurers (the "Released Persons") in any manner related to or connected with the adoption of a Resolution of Approval of the Town of the District's Service Plan or any action or omission with respect thereto. To the fullest extent permitted by law, the District hereby agrees to indemnify and hold harmless the Released Persons from and against any and all liabilities costs and expenses (including reasonable attorneys' fees and expenses and court costs) resulting from any and all claims, demands, suits, actions or other proceedings of whatsoever kind or nature made or brought by any property owner or other person which directly or indirectly or purportedly arise out of or are in any manner related to or connected with the adoption of said Resolution and the Town's approval of any of the following: (a) the Service Plan or any document or instrument contained or referred to therein, or (b) the formation of the District; or (c) any actions or omissions of the District, MSP Corporation, a Colorado corporation, (the "Developer"), or their agents, in connection with the formation and organization of the District, including, without limitation, any actions or omissions of the District or Developer, or their agents, in relation to any bonds or other financial obligations of the District or any offering documents or other disclosures made in connection therewith, including any claims disputing the validity of the Service Plan and said Resolution. The District further agrees to investigate, handle, respond to and to provide defense for and defend against, as well as provide defense counsel reasonably chosen by the District and pay the attorneys' fees and expenses for such defense counsel. The Town will cooperate in the defense of any such claims, demands, suits, actions or other proceedings. 2. 1t is understood and agreed that neither the District nor the Town waives or intends to waive the monetary limits or any other rights, immunities and protections provided by the Colorado Governmental Immunity Act, § 2440-101, et seq., C.R.S., as from time to time amended, or any other defenses, immunities, or limitations of liability otherwise available to the Town, the District, its officers, or its employees by law. Attest: By: 3. This Letter has been duly authorized and executed on behalf of the District. Secretary Very truly yours, Mountain Shadows Metropolitan District By: Marcus Palkowitsh, President EXHIBIT J Form of Disclosure Notice Upon recording return to: David S. O'Leary, one Dufford & Brown, P.C. 1700 Broadway, Suite 2100 Denver, Colorado 80290-2101 GENERAL DISCLOSURE AND COMMON QUESTIONS REGARDING MOUNTAIN SHADOWS METROPOLITAN DISTRICT TOWN OF FIRESTONE, WELD COUNTY, COLORADO 1. What is a special district and what does it do? Colorado special districts are local governments just as municipalities (cities and towns) and counties axe considered local governments. Often, municipalities and counties are limited by law and other factors as to the services they may provide. Therefore, special districts are formed to provide necessary public services that the municipality or county cannot otherwise provide. Mountain Shadows Metropolitan District (the "District") was organized pursuant to Orders of the Weld County District Court following elections in May 2014 at which time a majority of the eligible electors voted in favor of the formation of the District, elected members to the initial board of directors and voted in favor of certain tax and debt authorization. The District is aquasi-municipal governmental entity with the power to impose property taxes and other fees and charges for services within its boundaries. Legal descriptions and a map of the District are attached hereto as Exhibit "A." The District is governed by an elected board of directors made up of property owners from the district. The District is an independent unit of local government, separate and distinct from the Town of Firestone (the "Town"), within which the District is located. Pursuant to the Service Plan for Mountain Shadows Metropolitan District (the "Service Plan") approved December 11, 2013 by the Town, the District has the ability and responsibility for constructing major public improvements including, but not limited to park and recreation, water, drainage, wastewater and street improvements within its boundaries. The District is required to dedicate certain public improvements upon completion to the Town (drainage, open space, parks and trails, streets and roadways and water) to St. Vrain Sanitation District (sanitary sewer) and to Central Weld County Water District (water improvements) or to a property owners association in accordance with requirements of the Town and Approved Development Plans. The District does not have the authority to own, operate and public improvements other than prior to dedication and acceptance to the Town, St. Vrain Sanitation District, Central Weld County Water District or a property owners association without the written consent and approval of the Town. If the District is permitted by the Town to operate and maintains such facilities, the expense associated with such activity may be paid from the District's tax revenues and/or fees lawfully imposed by the District. 2. May the District Impose Fees Upon Me as a Property Owner? Special Districts are governmental entities, and have the power to impose property taxes and to adopt and charge fees, rates, tolls, penalties, or charges for services including but not limited to general administrative, operations and maintenance services. All District fees and rates may be adopted and/or amended from time to time by the District's board of directors at their discretion, as permitted by law and pursuant to the provisions of the Service Plan. In addition to limitations imposed by law, market constraints require that fees within the District be comparable to fees 0n competing development areas in order to further the community as an attractive place for individuals to buy homes. Therefore, it is in the best interest to maintain fees in the District comparable to the total fees paid in other similar communities so that the fees paid for the amenities and services in the District is a good value. A homeowners association is separate and distinct from the special districts, and is generally responsible for reviewing architectural plans for the construction of new homes and enforcing restrictive covenants in the community to help maintain property values. The homeowners association is normally responsible for the maintenance and operation of the common areas and other landscaping within a community and may assess dues to its members but has no ability to impose taxes. The District does not currently have the authorization of the Town to undertake ongoing operations and maintenance functions. 3. How much property tag will the District collect to construct improvements and pay far operations and maintenance? The District has the authority to impose property taxes for all of the activities identified in its "Service Plan," a copy of which is on file with the District and which is available to prospective purchasers. The District may issue bonds to provide for the costs of capital improvements within its boundaries. Once the bonds are sold, they must be repaid over time with interest. The maximum repayment period for the bonds is thirty (30) years. The annual payment on the bonds is known as "debt service" In order to meet the debt service requirements for the bonds, and to pay operations and maintenance costs associated with the provision of services and district administration and operating costs, the District will impose mill levies as limited under the Service Plan. All District bonds or other obligations of which the District has promised to impose an ad valorem properly tax mill levy {the "Debt") is expected to be repaid by taxes imposed and collected for no longer than the Maximum Debt Mill Levy Imposition Term for residential properties (40 years after the initial imposition of such mill levy) and no higher than the Maximum Debt Mill Levy (50 mills) for property within the District. Such mill levies may be "Gallagherized" or adjusted from a Levy of 50 mills that existed on January 1, 2013 if, which on or after January 1, 2013, there have been or will be changes in the method of calculating assessed valuation or any constitutionally mandated tax credit, cut or abatement; the mill levy limitation applicable to such Debt may be increased or decreased to reflect such changes, such increases or decreases to be determined by the Board in good faith so that to the extent possible, the actual tax revenues generated by the mill levy, as adjusted for changes occurring after January 1, 2013, are neither diminished nor enhanced as a result of such changes. Market constraints also require that the mill levy within the District be comparable to mill levies in competing development areas in order to further the community as an attractive place for individuals to buy homes. Therefore, it is in both the District's and the project developers' best interest to maintain mill levies in the District comparable to the total property taxes paid in other similar communities so that the property taxes paid for the amenities and services in the District is a good value. It is the intent of the District to dissolve upon payment or defeasance of all Debt incurred or upon a court determination that adequa#e provision has been made for the payment of all Debt, and if any District has authorized operating functions under an intergovernmental agreement with the Town, to retain only the power necessary to impose and collect taxes or fees to pay for these costs. 4. Whv are special districts used for financing public infrastructure? Many areas in Colorado utilize special districts to finance public improvements. Homeowners often are surprised to fmd that they have lived for years in water and sanitation districts, or other types of special districts. Since cities and counties typically do not provide for construction or installation of water and wastewater systems, roads, or recreation facilities in new communities, special districts are organized to build These facilities. Special districts and the financial powers they utilize permit early construction of recreation facilities and other amenities for the benefit of the community. Where special districts are established, the costs of public improvements within the community are generally spread over 20 to 30 years and are paid from mill levies which, under current tax laws, may result in federal income tax benefits. 5. What limitations exist to make sure the District does not issue too many bonds and create unreasonably high mill levies? All general obligation bonds anticipated to be issued by the District will be governed by the controls adopted by the Colorado legislature and governing the process by which bonds are issued by special districts. In addition, the organization and operation of the District was overseen by the Town through its approval of the Service Plan. The Town and the Service Plan currently has limited the Maximum combined Mill Levy that may be assessed. by the District to 50 mills for debt and for operations and maintenance subject to adjustment to account for changes in state law with respect to the assessment of property for taxation purposes, the ratio for determining assessed valuation, or other similar matters. The adjustment allows for tax revenues to be. realized by the District in an equivalent amount as would have been realized by the District based on a levy of 50 mills assessed and adjusted since January 1, 2013 as appropriate absent any change in the manner of the assessment of property for taxation purposes, the ratio for determining assessed valuation, or other similar matters. In addition, various voter limitations exist which affect the taxing powers of the District, including maximum annual taxing limitations and expenditure limitations. The TABOR Amendment, Article X, Section 20 of the Colorado Constitution, also provides for various legal limitations which may restrict the taxing and spending authority of the District. The mill levies expected in the District are reasonable and comparable to other developments served by special districts that provide similar services and amenities. The debt limit and the In levy cap will remain in place for general obligation limited tax bonds issued by the District. Additionally, the Town of Firestone limits all new special districts to the similar mill levy limitations as the District. These limits, as well as others existing under Colorado law and various voter approvals, are believed to be adequate to control the tax levels within the District. Market constraints on property sales by the developer also require that the mill levy within the District be comparable to mill levies in competing development areas in order to further the community as an attractive place for individuals to buy homes. Therefore, in the initial stages of the development, it is in both the District's and the project developer's best interest to maintain a mill levy in the District comparable to the total property taxes in other similar communities so that the property taxes paid for the amenities and services in the District are a good value. 6. Who bears the risk that the community may not fully develop? During the early stages of development, the developer of the project will be providing necessary funding and advancing funds to ilre District to pay £or the public infrastruchrre construction costs and operational needs. The developer advances will be reimbursed at the time the District is able to issue general obligation, limited tax bonds. Property taxes paid and collected within the District will help pay the costs of all bonds. Therefore, if the actual build -out that occurs is less than what is projected, the individual property owners will not experience an increase in their tax obligations to the District beyond the limits described herein. The limited mill levy will be assessed the same on each home and other taxable property in the District regardless of the number of taxable structures. This results in the risk of development being shared by bondholders and the 3 developer. The property owners also share risk relative to the bonds, but this risk is limited as discussed above. 7. What will the tag bill look like, and what are the various taxes used for? It is anticipated that the tax bill for individual properties will show mill levies for Weld County, the Town of Firestone, school districts and various other public service providers, including the District. Colorado municipalities certify their mill levies on an annual basis, so the most accurate manner of ascertaining the specific taxing entities and current total and overlapping mill levy on any property is to directly contact the County Treasurer and Assessor. Attached hereto as Exhibit `W' is a general formula for the manner in which residential property in Colorado is assessed. In summary, it is anticipated that the total mill levy charged to properties within the boundaries of the District will be comparable to those of surrounding, similar communities. 8. Where can one yet additional information re ag riling the District? This document is not intended to address all issues associated with special districts generally or with the District specifically. More information may be obtained by contacting the District's general counsel, Dufford k Brown, P.C., 1700 Broadway, Suite 2100, Denver, CO 80290, (303) 861=8013; the Colorado Department of Local Affairs, (303) 866-2156; or by attending District meetings. The District holds special meetings on an as needed basis. The District is also required to keep minutes and other records that are open for inspection by any citizen, hold elections for the boards of directors, adopt annual budgets, and submit to financial audits. I, ,hereby acknowledge that I have received and read this GENERAL DISCLOSURE REGARDING MOUNTAIN SHADOWS METROPOLITAN DISTRICT. Buyer Lot Address Date Buyer Lot Address Date Buyer Lot Address Date LEGAL DESCRIPTION AND MAP OF THE PROPERTY WITHIl�1 THE MOUNTAIN SHADOWS METROPOLITAN DISTRICT 5 TO TI3E GENERAL DISCLOSURE AND COMMON QUESTIONS REGARDING MOUNTAIN SHADOWS METROPOLITAN DISTRICT GENERAL FORMULA FOR ASSESSMENT OF RESIDENTIAL PROPERTY 1. Assessor's office makes a market value determination based upon sales prices of comparable homes in the area (the "Market Property Valuation"). 2. Market Property Valuation is multiplied by the assessment rate which is set every odd numbered year and as of January 1, 2012, was 7.96%. The current assessment rate can be obtained from the County Assessor's Office (Market Property Valuation times the assessment rate W Assessment Valuation). 3. Applicable Mill Levy is applied to the Assessment Valuation, resulting in the total assessment to the residential property. For example, a home and property sold for $300,000 should have a "market value" of $300,000. Applying the 7.96% valuation factor produces an assessed valuation of $23,880. One mill (.001) applied to that assessed valuation produces $23.88 of additional taxes. The District's projected mill levy of 50.000 mills results in $1,194.00 in additional taxes each year. MOiJNTAIb1 SHADOWS1Msc�2013 Fonn of Disclosure Mountain Shadows Metro DS017d01111213 0 EXHIBIT K Form of Town Disclosure Statement TOWN OF FIRESTONE, COLORADO —DISCLAIMER STATEMENT As a requirement imposed in its formation process, the Mountain Shadows Metropolitan District (the "District") is obligated to the Town of Firestone (the "Town") to include this disclaimer statement in all offering materials used in connection with any bonds or other financial obligations of the District (or, if no offering materials are used, to give this disclaimer statement to any prospective purchaser, investor or lender in connection with any such bonds or other financial obligations of the District). The date of this disclaimer statement is The Town has not reviewed or participated in the preparation of any offering materials or any other disclosure documentation relating to any bonds or financial obligations of the District or any other materials to which this Disclaimer Statement is appended. , Other than this Disclaimer Statement, no other statement of any kind is authorized to be made by or on behalf of the Town in any offering materials or any other disclosure documentation relating to any bonds or other financial obligations of the District. The Town and the District are separate legal entities. The Town is not a party to and is ' not obligated with respect to any borrowings, financings, bonds or other financial obligations of the District. As a statutory requirement for the formation of the District, the Town approved a Service Plan containing financial and other information furnished by the District's organizers. The Town's approval of the Service Plan was based upon such information furnished by the District's organizers without independent investigation by the Town. The District's Service Plan was prepared in 2013 and not in connection with the offering of any bonds or other financial obligations. The Town's approval of the District's Service Plan should not be relied upon by prospective purchasers, bondholders, investors or lenders in evaluating the investment quality of the District's bonds or other financial obligations. The Service Plan and related agreements do j not impose upon the Town any duties to, nor confer any rights against the Town upon, any j purchasers, investors, lenders, bondholders or other third parties. {00515799.1j L Form of Intergovernmental Agreement between District and Town 51 INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE TOWN OF FIRESTONE, COLORADO AND MOUNTAIN SHADOWS METROPOLITAN DISTRICT THIS INTERGOVERNMENTAL AGREEMENT (the "Agreement") is made and entered into to be effective as of the _ day of , 2014, by and between the TOWN OF FIRESTONE, COLORADO, a municipal corporation of the State of Colorado (the "Town"), and MOUNTAIN SHADOWS METROPOLITAN DISTRICT, a quasi -municipal corporation and political subdivision of the State of. Colorado (the "District'),. individually a "Party" and collectively referred to herein as the "Parties." RECITALS WHEREAS, the District was organized to finance, acquire, design, construct and install certain facilities, provide those services and to exercise powers as are more specifically set forth in the District's Service Plan approved by the Town on , 2013 by Resolution (the "Service Plan'); and WHEREAS, the Service Plan makes reference to the execution of an intergovernmental agreement between the Town and the District; and WHEREAS, the Parties have determined it to be in the best interests of their respective taxpayers, residents and property owners to enter into this Agreement; NOW, THEREFORE, for and in in consideration of the covenants and mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows. COVENANTS AND AGREEMENTS 1. APPLICATION OF LOCAL LAWS. The District hereby acknowledges that the property within its boundaries shall be subject to all ordinances, rules and regulations of the Town, including without limitation, ordinances, rules and regulations relating to zoning, subdividing, building and land use, and to all related Town land use policies, master plans, related plans and intergovernmental agreements. 2. NATURE OF DISTRICT. The District agrees that it is organized for the purpose of financing certain public improvements for the area within its boundaries only (except to the extent. otherwise specifically provided in Article V.c. of the Service Plan), which area is designated as the proposed Mountain Shadows Subdivision Filing No. 2 development, and that the District's purposes, powers, facilities and activities are to be limited and governed by the Service Plan. The District is not intended to and shall not provide facilities or services outside its boundaries (except as otherwise specifically provided in Article V.c. of the Service Plan). Further, the District is not intended and shall not exist perpetually, but instead shall be dissolved in accordance with the Service Plan and this Agreement. The District shall not provide any services or facilities within any area of the District overlapping with the service area of another district without first obtaining the written consent of each and every district whose serviarea is so overlapped. 3. CHANGES IN BOUNDARIES. The District agrees that, as set forth in the Service Plan, inclusion of properties within, or any exclusion of properties from, its boundaries shall constitute a material modification of the Service Plan; any purported inclusion or exclusion that has not been approved by the Town pursuant to the procedures applicable to a material modification of the Service Plan shall be void and of no effect. 4. TOWN APPROVAL REQUIREMENTS; REVIEW OF - DISTRICT SUBMITTALS, The District agrees that any Town approval requirements contained in the Service Plan (including, without limitation, any Service Plan provisions requiring that any change, request,, action, event or occurrence be treated as a Service Plan amendment proposal or be deemed a "material modification" of the Service Plan) shall remain in full force and effect, and such Town approval shall continue to be required, notwithstanding any future change in law modifying or repealing any statutory provision concerning service plans, amendments thereof or modifications thereto. The . District agrees to reimburse the Town for all reasonable administrative and consultant costs incurred by the Town for any Town review of reports, plans, submittals, proposed modifications or requests for administrative approvals, or other materials or requests provided to the Town by the District pursuant to the Service Plan, this Agreement, state law or Firestone Municipal Code. The Town may require a deposit of such estimated costs. 5. OWNERSHIP OF IMPROVEMENTS. The Parties agree that the District shall not be permitted to undertake ownership, operation or maintenance of any public improvements, facilities or services, except as specifically set forth in the Service Plan. The District shall not own fee title to any real property. 6. ALLOCATION OF FINANCING PROCEEDS. The Parties agree and the Town's approval of the Service all is expressly conditioned upon the requirement that the District will pay to the Town for deposit into the Town's capital improvement fund a total of 15% of the gross amount of bonds issued, up to a maximum of Four Hundred Thirty -Five Thousand Dollars ($435,000), which amount shall be paid to the Town concurrently or prior to and as a condition of the issuance and delivery of the first series of any District Bonds, including developer bonds, or the issuance of any construction financing notes to the Developer. District Bonds shall be issued by October 31, 2015. Notwithstanding anything in this Service Plan to the contrary, the deadline set forth for bond issuance may be extended for all periods of delay caused by events that are beyond the reasonable control of the District, including, without limitation, limited availability of materials and labor, unusually adverse weather conditions, acts of God, acts of war, acts of terrorism, or delays in issuing approvals or permits by any Governmental Agency. With Town approval, such contribution may alternatively be paid by the Developer to the Town but, in such case the Town and the Developer will amend the subdivision improvement agreement for Mountain Shadows Subdivision Filing No. 2 to provide that this Town contribution shall be paid to the Town's capital improvement fund directly by the Developer prior to the issuance of any District bonds, including developer bonds, or any construction fmancing notes to Developer. The contribution to the Town capital 'improvement fund shall be 2 used by the Town to finance improvements (whether inside or outside the boundaries of the District) that the Town and the District would otherwise be empowered to construct, and for which the District is authorized to incur indebtedness (i.e., streets, street lighting, traffic safety controls, sanitary sewer, water, landscaping, storm drainage or park and recreation improvements and facilities), which improvements shall be of benefit to the Town and the District. The District acknowledges and agrees that the provisions of this Agreement and the provisions of the Service Plan for payment of this Town contribution to the Town's capital improvements find for capital improvements are material considerations in, and conditions of the Town's approval of the District's Service Plan, and that the Town has relied thereon in approving the District's Service Plan. Therefore, the District agrees it shall not issue District Bonds, including developer bonds, or any construction financing'. notes to Developer, without there having been delivered to the Town concurrently with or prior to such issuance capital improvement contribution funds of 15% of the gross amount of bonds issued, up to a maximum of Four Hundred Thirty -Five Thousand Dollars ($435,000), and such delivery to the ' Town of funds concurrently with or prior to such issuance the Town shall be a condition of issuance for such District Bonds, including developer bonds, or any construction financing notes to Developer. District Bonds shall be issued by October 31, 2015. Notwithstanding anything in this Service Plan to the contrary, the deadline set forth for bond issuance may be extended for all periods of delay caused by events that are beyond the reasonable control of the District, including, without limitation, limited availability of materials and labor, unusually adverse weather conditions, acts of God, acts of war, acts of terrorism, or delays in issuing approvals or permits by any Governmental Agency. The District agrees that the provisions of this Agreement and of the Service Plan for such payment of capital improvement funds to the Town shall run in favor of and shall be enforceable by the Town. The District represents and warrants that it has obtained all voter authorizations necessary to implement such provisions of this Agreement and the Service Plan, and that it will exercise its powers in accordance with and in furtherance of such provisions. 7. CONSOLIDATION. The District shall not file a request with the District Court to consolidate with another district without the prior written consent of the Town. 8. DISSOLUTION. The District agrees that it shall take all action necessary to dissolve the District upon payment or defeasance of the District's bonds or otherwise upon the request of the Town, in accordance with the provisions of the Service Plan and applicable state statutes. 9. NOTICE OF MEETINGS. The District agrees that it shall submit a copy of the written notice of every regular or special meeting and work session of the District's Board of Directors to the Office of the Firestone Town Administrator, by mail, facsimile or hand delivery, to be received at least three (3) days prior to such meeting. The District agrees that it shall also submit a complete copy of meeting packet materials for any such meeting to the Office of the Firestone Town Administrator, by mail, facsimile or hand delivery, to be received at least one (1) day prior to such meeting. 3 We ANNUAL REPORT. The District shall be responsible for submitting an annual report to the Town pursuant to and including the information set forth. in Article VII of the Service Plan. 11. ENTIRE AGREEMENT OF THE PARTIES. This Agreement, including all exhibits, supersedes any and all prior written or oral agreements and there are no covenants, conditions, or agreements between the parties except as set forth herein. No prior or contemporaneous addition, deletion, or other amendment hereto will have any force or affect whatsoever unless embodied herein in writing. 12. AMENDMENT. This written agreement together with the Service Plan constitutes the entire agreement between the Parties and supersedes ' all prior or written or oral agreements negotiations, or representations and understandings of the Parties with respect to the subject matter contained herein. 13. ENFORCEMENT. The Parties agree that this Agreement may be enforced in law or in equity for specific performance, injunctive or other appropriate relief, including damages, as may be available according to the laws and statutes of the State of Colorado. 14. VENUE. Venue for trial of any action arising out of any dispute hereunder shall be in Weld County District Court. 15. BENEFICIARIES. Except as otherwise stated herein, this Agxeement is intended to describe the rights and responsibilities of and between the named parties and is not intended to, and shall not be deemed to, confer any rights upon any persons or entities not named as parties. 1 d. EFFECT OF INVALIDITY. If any portion of this Agreement is intended to describe the rights and responsibilities of and between the named parties and is not intended to, and shall not be deemed to, confer any rights upon any persons or entities not named as parties. 17. ASSIGNABILITY. Other than as specifically provided for in This Agreement, neither the Town nor the District shall assign their rights or delegate their duties hereunder without the prior written consent of the other Parties. 18. SUCCESSOR AND ASSIGNS. Subject to Paragraph 17 hereof, this Agreement and the rights and obligations created hereby shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. ATTEST: Secretary MOUNTAIN SHADOWS METROPOLITAN DISTRICT By: President 0 ATTEST: By: Its: TOWN OF FIRESTONE S EXHIBIT M Resolution of Town of Firestone Approving Service Plan TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO IN RE THE SERVICE PLAN FOR MOUNTAIN SHADOWS METROPOLITAN DISTRICT, IN THE TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO RESOLUTION ND. 13- RESOLUTION OF APPROVAL WHEREAS, pursuant to the Special District Act, there has been Sled with the Town a proposed Service Plan for Mountain Shadows Metropolitan District (the "Service Plan"); and WHEREAS, pursuant to the provisions of Title 32, Article 1, Part 2, C.R.S. as amended, the Board of Trustees of the of the Town of Firestone, County of Weld, State of Colorado (the "Town"), following due notice, held a public hearing on the proposed Service Plan, which hearing was held on December 11, 2013 a and WHEREAS, the Board of Trustees has considered the Service Plan and all other testimony and evidence presented at the hearing; and WI�ItEAS, based upon the #estimony and evidence presented at the hearing, it appears that the Service Plan for Mountain Shadows MetropolitanDistrict should be approved by the Board of Trustees, subject to certain conditions set forth below, in accordance with Section 324-204.5(1)(c), C.R.S. THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section 1. That the Board of Trustees, as the governing body of the Town of Firestone, Colorado, does hereby determine, based on representations by and on behalf of the Mountain Shadows Metropolitan District (the "District") and MSP Corporation, a Colorado Corporation, a Colorado corporation, (the "Developer"), that all of the requirements of Title 32, Article 1, Part 2, C.R.S., as amended, relating to the filing of the proposed Service Plan for Mountain Shadows Metropolitan District have been fulfilled and that notice of the hearing was given in the time and manner required by the Town. Section 2. That, based on representations by and on behalf of the District and Developer, the Board of Trustees of the Town of Firestone, Colorado, has jurisdiction over the subject matter of the proposed Service Plan pursuant to Title 32, Article 1, part 2, C.R,S., as amended. Section 3. That, pursuant to Section 324-204.5, C.R.S., Section 324-202(2), C.R.S., and Section 32-1-203(2), C.R.S., the Board of Trustees of the Town of Firestone, Colorado, does hereby Snd and determine, based on the Service Plan, the representations by and on behalf of the Developer, and other evidence presented at the public hearing, that: ( a) There is sufficient existing and projected need for organized service in the areas to be serviced by the District; (b) The existing service in the areas to be served by the District is inadequate for present and projected needs; (c) The District is capable of providing economical and sufficient service to the area within its boundaries; (d) The area in the District districts has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis; and (e) The approval of the Service an is in the best interests of the District. Section 4. That pursuant to Section 32-1-204.5(1){c), C.R.S., the Board of Trustees hereby imposes the following conditions upon its approval of the Service Plan: (a) At its first meeting after the effective date of this Resolution and in no event later than sixty days after the formation election of the District, the Board of Directors of the District shall execute the Intergovernmental Agreement with the Town ("IGA") in the form j presented to the Town Board of Trustees at its December 11, 2013 hearing, or in form otherwise acceptable to the Town Attorney, and shall deliver the fully executed original of the IGA to the Town. {b) That pursuant to the Service Plan, the District will pay all reasonable expenses of the Town, its attorneys and consultants, as well as the Town's reasonable processing fees, in connection with the processing of the Service Plan approved herein. ff any of the above -stated conditions are not met, the Town may revoke its approval of the Service Plan by subsequent resolution and/or pursue all legal and equitable remedies available to it for failure of compliance with such conditions of approval. Section 5. That the Service Plan for Mountain Shadows Metropolitan District, as set forth in Exhibit A to this Resolution and dated December 3, 2013, is hereby approved subject to the conditions stated in Section 4 above, in accordance with Section 324-204.5(1)(c), C.R.S." Section 6. That a certified copy of this Resolution be filed in the records of the Town of Fires#one and submit#ed to the District. RESOLVED, ADOPTED AND APPROVED This _day of , 2013. (SEAL) ATTEST: Rebecca Toberman Town Clerk TOWN OF FIRESTONE, COLORAD O Chad Auer Mayor CERTIFICATION OF PUBLICATION IN RE THE ORGANIZATION OF MOUNTAIN SHADOWS METROPOLITAN DISTRICT, TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO IT IS HEREBY CERTIFIED by the undersigned, as follows: 1. That the Town Board of Trustees of the Town of Firestone, Weld County, Colorado did set a hearing for Wednesday, December 11,- 2013, at or about 64.30 p.m. or soon thereafter, at Town Hall, 151 Grant Avenue, Town of Firestone, Colorado considering the organization of the Mountain Shadows Metropolitan District (the "District") and to form a basis for a resolution approving, disapproving or conditionally approving the Service Plan for the District. 2. That, as part of said action, directions were given that a copy of the Notice of Public Hearing regarding the Service Plan on December 11, 2013, attached as Exhibit A, be published one time in a newspaper of general circulation within the proposed Districts. 3. That in compliance with said directions, copy of the Notice was published on November 22, 2013 in the Longmont Tithes Call. Proof of publication is attached at Exhibit B. IN WITNESS WHEREOF, I have set here nfio y lurid thisS day oJff November, 3 r � h By: inl�r- I: r�L1711i [l �[�7 �i i �!\� i►(!i TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO NOTICE OF PUBLIC HEARING IN RE THE ORGANIZATION OF MOUNTAIN SHADOWS METROPOLITAN DISTRICT, TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO PUBLIC NOTICE IS HEREBY GIVEN that there has been filed with the Town Clerk of the Town of Firestone, Weld County, State of Colorado (the "Town"), a Service Plan for Mountain Shadows Metropolitan District (the "District"). A map of the proposed special district and the Service Plan are on file in the office of the Town Clerk, 151 Grant Avenue, Firestone, CO 80520, and are available for public inspection. NOTICE IS FURTHER GIVEN that the Town Board of Trustees will hold a public hearing at or about 6:30 p.m. or soon thereafter, on Wednesday, the I I' day of December, 2013, at 151 Grant Avenue, Firestone, CO 80520 for the purpose of considering the adequacy of the approval of the Service Plan for Mountain Shadows Metropolitan District and to form a basis for a resolution approving, disapproving or conditionally approving the Service Plan for the District. All protests and objections must be submitted in writing to the Town Clerk of the Town of Firestone at or prior to such public hearing, or any continuance or postponement thereof, in order to be considered. NOTICE IS FURTHER GIVEN that the District's proposed boundaries consist of approximately thirty-nine and six hundred twenty-five hundredths (39.625) acres. improvements to be provided by the proposed special district shall include water, sanitary sewer, drainage, streets, park and recreation and other improvements needed for the District and the area which is generally located at the northwest corner of Colorado Boulevard and Firestone Boulevard, entirely within the boundaries of the Town. A precise description of the boundaries of the District is on file in the office of the Town Clerk. Further information regarding the proposed district may be obtained by contacting counsel for the proponents of the District, c/o Dufford & Brown, P.C. 1700 Broadway, Suite 2100, Denver, Colorado 80290, telephone number 303=8614013. NOTICE IS FURTHER GIVEN that pursuant to § 324-203(3.5), C.R.S., as amended, the owner of real property within the proposed District may file a petition with the Board of Trustees for the Town stating reasons why said property should not be included in the District and requesting that such real property be excluded from the District. Such petition may be filed no later than ten (10) days before the day fixed for the public hearing on the service plan, but the Board of Trustees shall not be limited in its action with respect to the exclusion of territory based upon such request. Any request for exclusion shall be acted upon before final action of the Town Board of Trustees under Section 3241 205, C.R.S. Published in: Longmont Times Call Published on: Friday, November 22, 2413 hla: it i 3 PROOF OF PUBLICATION - LONGMONT TIMES CALL I = - °A`LL State of Colorado County of Boulder 12 the undersigned agent, do solemnly swear that the LONGMONT TIMES -CALL is a daily newspaper printed, in whole or in part, and published in the City of Longmont, County of Boulder, State of Colorado, and which has general circulation therein and in parts of Boulder and Weld counties; that said newspaper has been continuously and uninterruptedly published for a period of more than six months next prior to the first publication of the annexed legal notice of advertisement, that said newspaper has been admitted to the United States mails as second-class matter under the provisions of the Act of March 3, 1879, or any, amendments thereof, and that said newspaper is a daily newspaper duly qualified for publishing legal notices and advertisements within the meaning of the laws of the State of Colorado; that a copy of each number of said newspaper, in which said notice of advertisement was published, was transmitted by mail' or carrier to each of the subscribers of said newspaper, according to the accustomed mode of business in this office, The annexed legal notice or advertisement was published in the regular and entire edition of said daily newspaper once; and that one publication of said notice was in the issue of said newspaper dated November 22, 2013. ;ant Subscribed and sworn to before me this 22nd day of November, 2013 in the County of Boulder, State of Colorado. Account #304356 Aci #5606514 Fee $41.76 N5�1`y Public My commission expires I2/I l/2014 toy maw P 0 tlCo ,•Qo o,GC)vOQ•`�� TOWN OF FthESTONE,` ;".` "?} • >: -' COUNTYOFWELD,STATEOFCOLORADO:, .. NOTICEOF.PUBLIC HEA11it1G: R:E.THE .O:RGA.NIZATION-. OF MOUNTAfN SHADOWS : MET,ROP..OWTAN DISTAfCT1 TOWN OF_HIREST.oNE,.. COUNTY_.'OF. PaJ461%?"NlSTICE� 1$: HEREBY. 61V.E(1' that there .has-been tiled with the Town Clerk 01 the -Town:"of::Fiiestone,. *Weld ,bounty,: 5todi of" :Colorado ('the Town"), 'a .service. "Plen:.for. Mountain ".Shadows : Metropollfan,_ ;District: (the: Dtsfrict').' A pop of. thel proposed=•'speolaf% district: and•`thq Semite Plan are on .file.: in: the: ,*Of -the; :Town : Clerk; ` 151.' araht "Ave'nu,%. Firealone;:::CO.. Bono' ._ and ate ,. available -for' publtd inspactlon.;_'' NOTICE::"IS; :FDRTHER :GIVEN+. that the>ToWn f3oarit=oigrhUst4e6: Will hcfd::a: public. fiearing' at . or:: abouU:6:30:_:p:inr .of :soon thereafter on Wednesday, ,the. itthday' of .December,.: 1013, a1::151; Grant:'Avenae;::Flreetone; CO'8062,0'`for: tfie '<purpose". of ccnafdertng the adequacy, off approval of ,'iho -Service. 'Plan for Mountain' Shadows21.Motropolilan•.'District''andt':to: form .a _must CtOYk sudh$' d•redEhs, nlente fo .ti dfsirict:: sli. drainage;, .; other3.•rmpr� the .northwi TImOr to, thereof, In'.'ortler ' idaries �qf: tiieD)§titct; . i4,: on 'file: aiding;;:'t(re:::propgaed::':'dfstrict: 3d::-by,�;.ocntaFtirig'' �.odunset`"for of:" the;S•Dlstrfdt; c/a Duffoid ,, 700. 8'roaaY:;?i So(te::,210.0; 0299:dvi,aelepfione>; number; R7HER::OtVEN `.tfiat+pursusnt to! C:AS;, the; property; :within he:;-;pprgposed! e.. pelillon Vwith":'.the;i.Boafd'' of; ToWn. stailing reasons . why rouldi'.: not:' be: Included:; fn ; .Ihe uesiing; :chat:such :'real :; proper m' :the, District,' -: "Such filed no later ;than ten ;'(to) day fixed: for. the 'publtp,heart plan; bUt the Board.'rot Trus- s; -(limited _lrf:::Its ,;action' -with : re-, apect to ;'Jhe"::ezciustdn =of 3enitory -based'-upon such. request; :Any ra. uest °Jor. ;pXciuslon:shah ba:;acte upon;" -before': oEiafie,:.7Own mah'a_ctlon: Trustees., under: Section .32. 1=205,' Putilislied In the Longmont Tirnes-Gall on Filday, Noyember-22; 2013, Ad #S606514•.. „: CERTIFICATE VY MAILING I, hereby certify that a true and correct copy of the following NOTICE OF PUBLIC HEARING for Mountain Shadows Metropolitan District was mailed by placing the same in envelopes with U.S. Mail, first class postage prepaid addressed as set forth below: 1. Notice of the Public Hearing on December 11, 2013, was mailed by regular maii to all property owners of record within the District as such owners were listed on the records of the Weld County Assessor's Office on November 19, 2013. The list of property owners of record is attached hereto as Exhibit A. 2. The Notice of the Public Hearing on December 11, 2013, was mailed by regular mail to the public entities within 3-miles of the boundaries of the District as listed on the records of the County Assessor on November 19, 2013. A list of the public entities within 3-miles of the boundaries of the District is attached hereto as Exhibit B. Signed thi( gay of 10 330 `— Signed: By: 1---•David S. O'Leary STATE OF COLORADO ) ss. CITY AND ) COUNTY OF DENVER ) The foregoing instrument was acknowledged before me thi�� ay of ��%��%'013, by David S. O'Leary as an individual. WITNESS my hand and official seal. My commission expires: Notary Public {00568674.1) TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO l I NOTICE OF PUBLIC HEARING ]N RE THE ORGANIZATION OF MOUNTAIN SHADOWS METROPOLITAN DISTRICT, TOWN OF FIRESTONE, COUNTY OF WELD, STATE OF COLORADO PUBLIC NOTICE IS HEREBY GIVEN that there has been filed with the Town Clerk of the Town of Firestone, Weld County, State of Colorado (the "Town"), a Service Plan for Mountain Shadows Metropolitan District (the "District"). A map of the proposed special district and the Service Plan are on file in the office of the Town Clerk, 151 Grant Avenue, Firestone, CO 80520, and are available for public inspection. NOTICE IS FURTIIER GIVEN that the Town Board of Trustees will hold a public hearing at or about 6:30 p.m. or soon thereafter, on Wednesday, the 1 I1h day of December, 2013, at 151 Grant Avenue, Firestone, CO 80520 for the purpose of considering the adequacy of the approval of the Service Plan for Mountain Shadows Metropolitan District and to form a basis for a resolution approving, disapproving or conditionally approving the Service Plan for the District. All protests and objections must be submitted in writing to the Town Clerk of the Town of Firestone at or prior to such public hearing, or any continuance or postponement thereof, in order to be considered. NOTICE IS FURTHER GIVEN that the District's proposed boundaries consist of approximately thirty-nine and six hundred twenty-five hundredths (39.625) acres. Improvements to be provided by the proposed special district shall include water, sanitary sewer, drainage, streets, park and recreation and other improvements needed for the District and the area which is generally located at the northwest corner of Colorado Boulevard and Firestone Boulevard, entirely within the boundaries of the Town. A precise description of the boundaries of the District is on file in the office of the Town Clerk. Further information regarding the proposed district may be obtained by contacting counsel for the proponents of the District, c/o Dufford & Brown, P.C. 1700 Broadway, Suite 2100, Denver, Colorado 80290, telephone number 303461-8013. NOTICE IS FURTHER GIVEN that pursuant to § 324-203(3.5), C.R.S., as amended, the owner of real property within the proposed District may file a petition with the Board of Trustees for the Town stating reasons why said property should not be included in the District and requesting that such real property be excluded from the District. Such petition may be filed no later than ten (10) days before the day fixed for the public hearing on the service plan, but the Board of Trustees shall not be limited in its action with respect to the exclusion of territory based upon such request. Any request for exclusion shall be acted upon before final action of the Town Board of Trustees under Section 32-1-205, C.R.S. Published in: Longmont Times Call Published on: Friday, November 22, 2013 (00568674.1} 2 MAILING LIST LIST OF PROPERTY OWNERS OF RECORD FOR MOUNTAIN SHADOWS METROPOLITAN DISTRICT MSP CORPORATION MOUNTAIN SHADOWS FG 2 HOA TOWN OF FIRESTONE 720 S COLORADO BLVD, 720 S COLORADO BLVD, 151 GRANT AV SUITE 940N SUITE 940N P O BOX 100 DENVER, CO 80246 DENVEf CO 80246 FIRESTONE, CO 80504 {00568674.1} 3 :r�:�rrra MAILING LIST FOR DISTRICTS WITHIN THE BOUNDARIES OF THE DISTRICT OR WITHIN 3-MILES OF THE BOUNDARIES OF MOUNTAIN SHADOWS METROPOLITAN DISTRICT AIMS JUNIOR COLLEGE CARBON VALLEY REC CENTRAL COLO WATER WELL (CCA) P.O. BOX 69 701 FIFTH STREET 3209 WEST 28TH STREET GREELEY, CO 80632 FREDERICK, CO 80530 GREELEY, CO 80631 CENTRAL COLORADO WATER (CCW) CENTRAL COLORADO WATER 3209 WEST 28TH STREET SUBDISTRICT (CCS) GREELEY, CO 80634 3209 WEST 28TH STREET GREELEY, CO 80631 COTTONWOOD HOLLOW COMMERCIAL METRO 700 17TH STREET, SUITE 2200 CIO MILLER & ASSOCIATES DENVER, CO 80202 TOWN OF FIRESTONE 151 GRANT AV P O BOX 100 FIRESTONE, CO 80504 TOWN OF FREDERICK P.O. BOX 435 FREDERICK, CO 80530 GREENS METRO 1700 BROADWAY, SUITE 2100 DUFFORD & BROWN, P.C. DENVER, CO 80290 LITTLE THOMPSON WATER (LTW) 835 E. HIGHWAY 56 BERTHOUD, CO 80513 COTTONWOOD HOLLOW RESIDENTIAL METRO 700 I7TH STREET, SUITE 2200 C/O MILLER & ASSOCIATES DENVER, CO 80202 FORT LUPTON FIRE P.O. BOX 333 C /O JOHN DENT, ATTORNEY FORT LUPTON, CO 80621 FREDERICK-FIRESTONE FIRE 1627 EAST 18TH STREET PINNACLE CONSULTING GROUP LOVELAND, CO 80538 HIGH PLAINS LIBRARY 1939 61ST AVENUE GREELEY, CO 80634-7940 LONGMONT CONSERVATION 9595 NELSON ROAD BOX D LONGMONT, CO 80501 {00568674.1} q, i CENTRAL WELD COUNTY WATER (CWC) 2235 SECOND AVENUE GREELEY, CO 80631 EAST I-25 SANITATION (BOND 2040} C/O COLLINS COCKREL & COLE 390 UNION BOULEVARD, SUITE 400 LAKEWOOD, COLORADO 80228 FORT LUPTON FIRE (BOND 2022} P.O. BOX 333 C /O JOHN DENT, ATTORNEY FORT LUPTON, CO 80621 FREDERTCK-FIRESTONE FIRE (BOND 2022) 1627 EAST 18TH STREET PINNACLE CONSULTING GROUP LOVELAND, CO 80538 LEFT HAND WATER 921 WALNUT STREET, SUITE 200 BOULDER, CO 80302 CITY OF LONGMONT CHIC CENTER COMPLEX 350 KIMBARK STREET LONGMONT, CO 80501 LONGS PEAK WATER DISTRICT TOWN OF MEAD MOUNTAIN VIEW FIRE 9875 VERMILLION ROAD P.O. BOX 626 9119 E. COUNTY LINE ROAD LONGMONT, CO 80504 MEAD, CO 80542 LONGMONT, CO 80501 NEIGHBORS POINT METRO 700 17TH STREET, SUITE 2200 C/O MILLER & ASSOCIATES DENVEI CO 80202 PLATTEVILLE-GILCREST FIRE 303 MAIN STREET PLATTEVILLE, CO 80651 SCHOOL DIST RES 301 REYNOLDS STREET FORT LUPTON, CO 80621 SOUTHERN FIRESTONE URBAN RENEWAL 7 (SFURA) P.O. BOX 100 TOWN OF FIRESTONE FIRESTONE, CO 80520 SOUTHERN FIRESTONE URBAN RENEWAL 11 (SFURA} P.O. BOX 100 TOWN OF FIRESTONE FIRESTONE, CO 80520 SPRINGS SOUTH METRO 700 i7TH STREET, SUITE 2200 C/O MILLER & ASSOCIATES DENVER, CO 80202 ST VRAIN SANITATION 1 i307 BUSINESS PARK CIRCLE FIRESTONE, CO 80504 WATERFRONT AT FOSTER LAKE METRO 1, 2 & 3 8005 S. CHESTER STREET, SUITE 150 CENTENNIAL, CO 80112 {00568674.1} NORTHERN COLORADO WATER {NCW) 220 WATER AVENUE BERTHOUD, CO 80513-9245 SCHOOL DIST REl 14827 W.C.R.42 GILCREST, CO 80623 SOUTHERN FIRESTONE URBAN RENEWAL 1 (SFURA) P.O. BOX 100 TOWN OF FIRESTONE FIRESTONE, CO 80520 SOUTHERN FIRESTONE URBAN RENEWAL 8 (SFURA) P.O. BOX 100 TOWN OF FIRESTONE FIRESTONE, CO 80520 SOUTHERN FIRESTONE URBAN RENEWAL 12 {SFURA) F.O. BOX 100 TOWN OF FIRESTONE FIRESTONE, CO 80520 ST. VRAIN LAKES METRO #1 - 4 C/O WHITE BEAR ANKELE, P.C. 2154 E. COMMONS AVE., SUITE 2000 CENTENNIAL, CO 80011 STONERIDGE METRO DISTRICT C/O COMMUNITY RESOURCE SRV 7995 EAST PRENTICE AVENUE SUITE 103E GREENWOOD VILLAGE, CO 80011 WELD COUNTY P.O. BOX 758 GREELEY, CO 80632-0758 5 NORTHERN FIRESTONE URBAN RENEWAL #1- 23 (NFURA) P.O. BOX 100 TOWN OF FIRESTONE FIRESTONE, CO 80520 SCHOOL DIST RE1J (ST. VRAIN VALLEY) 395 SOUTH PRATT PARKWAY LONGMONT, CO 80501 SOUTHERN FIRESTONE URBAN RENEWAL 6 (SFURA) P.O. BOX 100 TOWN OF FIRESTONE FRESTONE, CO 80520 SOUTHERN FIRESTONE URBAN RENEWAL 9 (SFURA} P.O. BOX 100 TOWN OF FIRESTONE FIRESTONE, CO 80520 THE SPRINGS METRO 700 17TH STREET, SUITE 2200 C/O MILLER ROSENBLUTH, LLC DENVER, CO 80202 ST. VRAIN LEFT HAND WATER (SVW) 9595 NELSON ROAD, SUITE 203 LONGMONT, CO 80501 SW WELD COUNTY LAW ENFORCEMENT AUTHORITY I150 O STREET GREELEY, CO 80631