TOWN OF WINDSOR. COLORADOccgcolorado.com/wp-content/uploads/2015/12/HPVMD-SPLAN-FINAL.pdf · SERVICE PLAN FOR HIGf-l"POINTE VJ.STA METROPOLITAN ... the Town of Windsor. Colorado (the

TOWN OF WINDSOR. COLORADO

OROINANCE NO. 2')<l'i-1:?._2~---

BElNG AN OR.D.INANCE OF THE TOWN BOARD OF THE TC1WN OF W.INDSOR, COLORADO. APPROVING THE CONSOUDA !"ED SERVICE PLAN FOR HIGf-l"POINTE VJ.STA METROPOLITAN DISTRICTS NOS. 1 AND 2 AND AUT.UORJZING 1'HE EXECU1 lON OF AN lNTERGOVERNMP.NTAL AGREEMENT BETWEEN rT-lE TOWN AND THE DISTRICTS

WHEREAS, the Town of Windsor. Colorado (the "Town"). is ll home rnlc municipality duly org.1nizcd and exisling under Article XX of the Col()rado ( :onslitution; :md

WHEREAS. the members of the Windsor Town Board (the ''Town E.oarcl") have been duly dcc.tcd, chcscn and qualified: and

WHEREAS, pursuant to the provisions of tlw "Special District ContrqJ .Act", . .Part 2 of Article l, Title 32, C.R.S .. the rcprcscnt~tives of the Highpointe Vista Mctropulilan Districts Nos. I and 2 (the "Districts") submillcd to th~~ Town Hoar<l a ~:crvicc Pinn (''Service Plan") which outlines the terms and conditions under which the I>i:;tric:ts will be authorized Lo exist; and

WHEREAS. pursuant to Sections 32-1-203 and 204.5, C.R.S., as a ncndcd, I.he Consol.idat.c<.1 Service Plm1 (the "Ser.vice Pln.n") for the Districts has been reviewed and rccornmcnded fi)r approval by !he Town Att.omcy .and Town Planning Department. and has now been submitted to the Town Board for the Town of Windsor. 'Weld County, Colorado (the "'Town Bo;mf') for its final npprov::il: nnd

WHP.REAS. ptirsuant to /\1ticle XV of the Town of Windsor Home Jlulc Charter (the "To\.Yil Chartc.r"), the Town Board has fi.111 authority to create by ordin mce .i:;pecial district5 within the Town~ and

WHEREAS, pursuant to lhc provisions of Title :n, A1ticlc 1, C.R . .S., lS amended, and Article JV ()f the Town· Charter, the Town Board introduced <md a11provcd this ortlinanc.c on the Service Plan (the "Ordinance:") nt the first reading al the m!eting nf lht:

Town Board held on September 12, 2005 at. 7:00 p.m. and at the second reading at the meeting of the Town Board held on St.'Plcmbcr 26, 2005 at 7:00 p.m.; and

WHEREAS. r:olicc of the d~tlc, time <md location and purpose of th:! Ordinance was duly posted by 1he Town as required by the Town Cluirl<:.:r, and forw .trdcd l') the petitioners as well as the Division or Loclll Government as required by Jaw; a Jd

WHEREAS. prior to taking final action on this Ordinance. the Town Board did on Sepl1.:mb1..~r 12. 2005. permit public conm1cnls 011 lhi.: ordinance, and held a vole lo ;1dopt thi.s Ordinance and take suc:h orhcr action a~ it deems appropriate; an<l

WI-I ER EAS, the proposed Dislricls lie wholly within th(: cot'porntc I im its or t.hc: Town: and

WHEREAS, Sections 32-1-204.5(1), 32~1-205(1) and 32-1-301(3), C.R.S. require that any petition t.o the: District Comt fi.)r the crc;ition of a special district, pu:;;uant to thl.~

Act, which is confined cxdusivdy within lhc boundaries of any municipality. shall be approved by the govc:·ning body of the municipality, which approval \\1ill he based upon the presentation of n S(:rvicc Pinn defining the powers and authorities oft lC proposed Distrjcts; ;md

WHEREAS, lhc Town Board has considered the Si.;rvicc Plan, mid all (1thcr testimony mid evidcn(.C presented at the first and scc.ond reading of lhis Ordinance; and

WH ERP.AS, the Town Board's approval of the Consolidat.cc.J Service Pl;m is subject lo and hascd t. pon those conditions and I imitations contained in the Consolidated S1,;rvicc Plan and nttachcd to Lhis Ordinance. if any.

WHEREAS, f1c Town Board furth1,:;r finds that it is in the best interests of the citizens or the Town 'LO enter into ;ln Intergovernmental Agn:.:cmcnt wit.h th( D.istrids ~II.

!he lime or their formation for the purpO!;C of assi,e.111ing the relative rights and responsibilities between the Town and the Districts with respect to certai ·1 functions, opc:rn.tions, and obligations of the Districts.

NOW. THEREFORE. BE lT ORDAINED BY THH TOWN BOARD OF THE TOWN OF WINDSOR, COLORADO:

. . S(:ct.ion_.L. . The Town Board hereby determines that all of the j 1risdictional

and other n:quiremcn1s of Section }2~1-202(2) and 3.2-1-204.5(1), C.R.S., a!.d the Town Charter have been fulfilled, including those rcJntjng to the filing and fom1 of lhe Service Plan ~md that notice :mcl/or posting of the public mecting.s on this Ordin:mcc '\'3S given in the: time nnct manner r~quircd by law and the Town Charter.

Section 2. The Town Board fur!lwr determines that all pertinent f 1cts, matters and issues were submitted at the first and second reading of this Ordinance; that all interested parties were heard or lrnd the opportunity to be heard; and, ti nt evidence satisfactory to the Town Board of e~1ch of the following was presented:

a. There is sutlicicnt ex isling and projected need for organi7.cd s !rvicc in the ~rca to be served hy the proposed Districts;

b. Tht: existing scrvic.c in the area to be served hy the propose( Distrkts is not ade:qunte for present and projected ni;;cds;

c. Th1.~ prcposed Dislrict.s aJ'L~ eap;1bk ofpn.1viding ec.onomic.al .ll'd suffo.:i1.::nt St;~rvice~; lo lh~ MC<~ they intend upon senring;

d. The ;irca. to be included within the propo:;cd Dislrict.s has. or \\ jJ1 have the financid ability lo <lisch::trge the proposed indebtedness on a rea!;onahk: basis~

t.' The facility and service stn11d<1rcls of the proposed Districts arc compatible with the: facility and sc.rvicc standards of the Town;

C The proposal is in substantial compliance with the comprchcn~ivc master pbn (Highpointe Estates f)cvcloprnciit Plan) and Lht:: Addenl um tlwrcto dc.sigmr:ing the enhancements to the sland~mi publ.ic in.frastn: ct.lire to be con~lruclt:d by the Districts as ap1)rovccl by the Town;

g. The prc.posal is in c.ornpliance with :my duly adopted long-1 angc v.·atcr quality management for the area;

h. The crc .. ~tion of the proposed Districts will be in the best intc ·c~ts or the area lo be served;

1. The dcvclopmcnt proposed for lhe area to be included within ti c proposed District~: will enhance the quality of the entire eon1munity.

Scdion :t The Town Bo:-m1 hereby grants <UH.I approvus by this Odinancc the Consolidated Service Pfan. The senrices and facilities to be provided by the Cistric!s and the powers provickd by the Districts shall he sul~jecl Lo the I.imitations expressed in the Service Pl.an. Any matcri:~l departure: by the proposed Districts from I.he provi.;ions or the Sc:rviec Pl:lT1 must he approved by resolution or ordinance of the. Town Boa.rd as applicable.

Section 4. ·::he officers of t.hc Town are authoriicd and directed to Lake all action necessary or appropriate to effectuate the provisions of this Ordinance.

,Section 5. This Ordinance .shall take effoct ten (10) <lays al1cr ntblical'ion following final adopt"io·.1.

Section <i. The Mayor and the Town Clerk an; hereby authorized to execute. on bdialf of the Town of Windsor, the Intergovernmental Agreement hctwcc11 the Town of Windsor, Colorado, and Hig,hpointe Vista Mc:tropolilan District No. I Che .. Town IGA ") in substantially the form presented with this Ordinance, \Vi th such technical adctitions, deletions, nnd \"arialions as the Town Attorney muy deem necessary or appropriak and not inc@sistenl with this Ordinance.

;;c:ct.ion 7. '(he performance of the Tov .. ·n !GA by the Tow11 shall he COlllingcnt Upon the fom1alion of aud lbt: iS!;::llUIH.:~~ of' dt.:bt. by lhc proposed f listrict~ !()r th(~ purpose or :-;0euring SU nicicnt fi111ds for their obligations tmc..le.r lht: Towrl f( )A.

Section 8. ·;·he prnposed Districts shall not. be authorized lo i.ncur any indebtedness until such time as the Districts have approved and executed the T .nvn J(;A.

Section 9. The propc>SCd Districts may not be allc.)\.ved lo issuu tl·~bt or levy taxes until such time ;-is the Town approves the Addendum to the Hig.hpoi :itc Estates Development Pl:.m.

Section 10. Jlcpealcr. All acts, orders, re~olutions, or parts ther·~of, of the Town that are inconsistent or in c.onOict with this Ordinance, arc hcl'cby rcpc nk:d tu the ex lent only or such inconsistency or conflict.

Sectio1U.L. £1cvcrnbility. Should any part or pro vis.kin of this Or :I inane(.: be adjudged unenforcenbL: 0f invalid, such judg1nent shall not affect, irnp:lir, 01 1nvalidale the remaining provisions of this Ordinance, it being the intention that be various provisions hereof arc scvcrnbk.

Sec.lion 12. The Town Clerk is herchy directed to advise the rcprcsrntatives of the D.ist.ricts in writi11g of this action and to attach a c.::11ificd copy of this Ordinance for t.hc pnrpo:->c of filing th1~ same with the District Courl of Larimer County.

J\ny reconsideration of this Ordinance is hereby \Vaived.

INTRODUCED. READ, AND ORDERED PUBLISHED BY THE TOWN BOARD OF THE TOWN or WlNDSOR. COLORADO, UPON A MOT1.l)N DULY MADE, SECONDED AND PASSHD AT ITS MEETlNG HELD ON TIJ.E 12h D/\'r' Of SEPTEMBER., 2005.

TOWN BOARD TOWN OF WINDSOR

By: c~:~L!uhe{, ~.~/;_:;~'"d_:::;.;· .. )~.~l~E1.D.1 S~'' rck --·-·_.Mayor

I hereby certify 1hat the .above Ordinance was introduced to the Tow 1 Board of the Town of Windsor dt i!s meeting of September 12, 2005, and posted or p Jblishcd in acconlanccwit.hthcTownCharteron ~>t:ptembcr 16 ,2005.

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AITEST:

By:

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~~!NAU,"\'' ADOPTED, PASSED. APPROVED AND ORD.ERi~!) P1.!BI .!SHED BY Tl.TLE AND WITH AN.Y AMENDMENTS, RY THE TOWN BOAR) OP THE TOWN OF WlNDSOl~, COLORADO, l.IPON A MOT.ION DULY MADE, SEC<)NDl~D AND PASSED J\T I.TS MHETJNG HELD ON THE 2611

' DAY OF SEPTEMBER. 2005. B'{ A VOTE OF___?.___ lN FA VO.RAND ri AGAINST.

TOWN BOARD TOWN OP W.1.NDSOR

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l hc:rcby ccrtir~' thnr. the above Or<linanci; was linHlly adopted by the Town Board of the Town of Wind~or al its meeting of the 2(>111 or September, 2005, and published by title only, with amcn.Jmcnt.s if any, one lime hy the Windsor Tribune .nc.vspapcr 1.Jn

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ATTEST:

SEAL

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Condit.ions of Approval

I. Th<::: 0Jl'l$Olidat . .:<I S(:rvice Plan fl1r the H ighpointc \I ista Mt~lropolilt' n .Dislrir.!s Nos. I and 2 provi.dcs that the. standard public facilities and infrastructure for the Prt~jcd shn.11 he provided by lhc Developer pursuant to lhc Highpoi itc Estates Subdivision Development Agreement dated ... _______ .. _, ___ (1.hc "'D,velopme11t Agreement") and the puhlic improvement cnha11ccmcnt.s (lht:: "Enha:icemcnt.s") '"-'ill he constructed, dedicated, operated and maintained in accordanc c \\;itb the tem1s of I.his Ccnsolidatcd Servic1,:; Phm.

2. An Addendum to Lhc Development Agreement shall be executed in < onjunction with ~md (L'> a precondition to the formation of these Dislricts.

3. The public improvement Enh;mce1m;nts for the Highpointc: Estates ar .:a outli.ncd in the Service Plan shall be either ckdical\.xl to the Town of Windsor Colnrado, pursuant to lntc~rgovemmcntal Agreements, retaint;tf by the Service )istriGt for lhc use and hcn(:lit of the Districts' inhabitants n.nd taxpayers, or d !dical.cd lo

another public. entity pllrsuant to approved Intcrgovcrn111ental Agrc:.mcnts fbr ownership, operations and maintenance..

HIGHPOINTE VISTA

METROPOLITAN

DISTRICTS Nos. 1 & 2

CONSOLIDATED SERVICE PLAN TOWN OF WINDSOR, LARIMER COUNTY

COLORADO

PREPARED BY:

WHITE, BEAR & ANKELE, P.C. Highlands Ranch, Colorado

STAN BERNSTEIN & ASSOCIATES, INC.

Greenwood Village, Colorado

HIGHPOINTE VISTA METROPOLITAN DISTRICTS NOS. 1 & 2

TABLE OF CONTENTS

CHAPTER I - INTRODUCTION ....................................................................................... 4 A General Overview ......................................................................................... 4

1. Multiple District Structure ................................................................. 5 2. Benefits of Multiple District Structure .............................................. 6

a. Coordinated Services .............................................................. 6 b. Uniform Mill Levy .................................................................. 6 c. Bond Interest Rates ................................................................. 7

3. Configuration of Districts .................................................................. 7 4. Long-Term District Plan .................................................................... 8 5. Existing Services and Districts .......................................................... 8 6. Property Owner Associations ............................................................ 9

B. General Financial Information and Assumptions ......................................... 9 C. Contents of Service Plan ............................................................................... 9 D. Modification of Service Plan ...................................................................... 10 FIGURE I - 1, Development Plan .......................................................................... 11 TABLE I - 1, Development Projections ................................................................. 12

CHAPTER II - NEED FOR NEW DISTRICTS AND GENERAL POWERS ................ 13 A. Need for Metropolitan Districts .................................................................. 13 B. General Powers of Districts ........................................................................ 13

1. Legal Powers .................................................................................... 13 2. Covenant Powers ............................................................................. 13 3. Other ................................................................................................. 14

C. Consolidation .............................................................................................. 14

CHAPTER III - DESCRIPTION OF FACILITIES AND IMPROVEMENTS ............... 14 A. General . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 B. General Design Standards ........................................................................... 16 C. Street and Roadway Enhancements ............................................................ 16

1. District Powers ................................................................................. 16 2, Overall Plan ..................................................................................... 16 3. Street and Roadway Infrastructure ................................................... 17 4. Enhanced Street Landscaping, Signage, Monuments, Lighting ...... 17 5. Cost Estimates.................................................................................. 17

D. Safety Protection ......................................................................................... 17 1. District Powers ................................................................................. 17

2. Overall Plan ..................................................................................... 17 3. Cost Estimates.................................................................................. 1 7

F. Park and Recreation Enhancements ............................................................ 18 1. District Powers ................................................................................. 18 2. Parks and Open Space ...................................................................... 18

a. Open Space Landscape, Trees, Grassing, Greenbelts ........... 18 b. Project Signage, Monuments, Entry Features, Open

Space .................... , ................................................................ 18 c. Storm water Pond ................................................................... 18 d. Enhancements to Open Space, Trails and Parks ................... 18

3. Enhanced Recreation Improvements ............................................... 18 4. Cost Estimates .................................................................................. 19

CHAPTER IV - ESTIMATED CONSTRUCTION AND OPERA TING COSTS ......... 19 A. Cost of Construction ................................................................................... 19

1. Standard Public Infrastructure - Capital Costs ................................ 19 2. District Enhancements - Capital Costs ............................................ 19

B. Cost of Operations and Maintenance .......................................................... 20

CHAPTER V - FINANCIAL PLAN ................................................................................ 20 A. Debt Issuance Limitation ........................................................................... 21 B. Debt Service Mill Levy ............................................................................... 22 C. Other District Revenues .............................................................................. 22 D. Other Financail Information ....................................................................... 23 E. Risk Disclosure ........................................................................................... 23

CHAPTER VI - PROPOSED AND EXISTING AGREEMENTS .................................. 23 A. Master Intergovernmental Agreements ....................................................... 23 B. Town IGA ................................................................................................... 24 C. Other Agreements/Authority ....................................................................... 24

CHAPTER VII - OTHER REQUIREMENTS AND CONCLUSIONS ........................... 24 A. Requirements .............................................................................................. 24 B. Conclusions ................................................................................................. 25

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EXHIBITS

A. Draft Ordinance Approving Service Plan of Districts B. Legal Descriptions C. Maps of the Districts D. Statutory Contents of Service Plan E. Facilities Diagrams and Estimated Capital Costs F. Combined Financial Plan G. Intergovernmental Agreement

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HIGHPOINTE VISTA METROPOLITAN DISTRICTS NOS. 1 & 2

CONSOLIDATED SERVICE PLAN

CHAPTER I. INTRODUCTION

A. General Overview. This consolidated service plan ("Service Plan") for Highpointe Vista Metropolitan Districts Nos. 1 and 2 (individually referred to as "District" or collectively referred to as the "Districts") constitutes a combined service plan for two Title 32 special districts within the boundaries of the Town of Windsor (the "Town") proposed to be organized to serve the needs of a new community which will be known as "Highpointe Estates" or the "Project," owned and developed by Highpoint Vista, LLC, a Colorado limited liability company ("Developer"). Highpointe Vista Metropolitan District No. 1 shall hereinafter be known as "the Service District," and Highpointe Vista Metropolitan District No. 2 shall hereinafter be known as "the Financing District."

The limited and specific purpose of the proposed Districts is to establish public entities that can provide financing, participate in Intergovernmental Agreements, and provide for operations for enhancements to the standard public infrastructure that will serve Highpointe Estates ("District Enhancements" or the "Enhancements"). The standard public infrastructure, which includes public facilities, improvements and services, for the Project shall be provided by the Developer pursuant to a development agreement currently being negotiated between the Town and Developer (the "Development Agreement"). The Enhancements for the Project outlined below shall be either dedicated to the Town pursuant to Intergovernmental Agreements, retained by the Service District for the use and benefit of the Districts' inhabitants and taxpayers, or dedicated to another public entity pursuant to approved Intergovernmental Agreements for ownership, operations, and maintenance. Without the Districts, the financing for the Enhancements would be more expensive than necessary and the cohesive development of Highpointe Estates as well as the ongoing operation and maintenance of the Enhancements would be less certain.

Enhancements to be provided by the Districts are described in Chapter III below. This Service Plan addresses the Enhancements that are expected to be provided by the Districts and demonstrates how the Districts will work together to provide the Enhancements to the standard public infrastructure that will serve Highpointe Estates.

Highpointe Estates is located generally west of Weld County Road 13, east of County Road 5, north of Crossroads Boulevard, and south of Highway 392. The Districts are anticipated to consist of approximately 333 acres divided into two or more development areas planned for residential development within the boundaries of the Financing District. Figure I - 1, at the end of this Chapter, contains a general "Development Plan" for the community, followed by Table I -1, containing development projections. The Developer anticipates the need for only one Financing District at this time, but reserves the right to divide the Financing District into two or

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more Financing Districts with the same rights and obligations to coincide with the multiple development phases in Highpointe Estates, subject to Town Approval.

This Service Plan has been prepared with sufficient flexibility to enable the Districts to provide required services and facilities under evolving circumstances to meet the needs of the community. While the assumptions upon which this Service Plan generally are based are reflective of the anticipated initial zoning for the property within the proposed Districts, the cost estimates and the Financing Plan are sufficiently flexible to enable the Districts to provide necessary services and facilities without the need for repeated amendments to the Service Plan. Modification of the proposed configuration of Enhancements, scheduling of construction of the Enhancements, as well as the locations and dimensions of the Enhancements shall be permitted to accommodate development needs consistent with zoning and future development approvals for the property.

The Enhancements to be constructed by the Districts shall fit within the standard special district powers and services and are expected to include those facilities and infrastructure as hereinafter described in Chapter III below. The Town has requested that new special districts seek the recovery of costs only for Enhancements provided to the standard public infrastructure typical to special districts. Highpointe Vista Metropolitan District No. 1 will serve as the Service District and pay for operation and maintenance of those Enhancements not dedicated to the Town or any other public entity for ownership and operation.

1. Multiple District Structure. This Service Plan is submitted in accordance with Part 2 of the Special District Act(§ 32-1-201, et seq., C.R.S.) (the "Act"). It defines the powers and authorities of, as well as the limitations and restrictions on the Districts.

The use of a consolidated Service Plan for the Districts will help assure proper coordination of the powers and authorities of the independent Districts, and will help avoid confusion regarding the separate, but coordinated, purposes of the Districts which could arise if separate service plans were used. Unless otherwise specifically noted herein, general provisions of this Service Plan apply to each of the Districts. Where possible, however, specific reference is made to an individual District to help distinguish the powers and authorities of each District. The "Combined Financial Plan" discussed in Chapter V refers to a collective financial plan for the Districts, and is intended to be read as a unified financial plan for the Districts.

The Service District will be responsible for managing the construction and operation of Enhancements for Highpointe Estates as well as coordinating the financing and management of the Enhancements, as approved by the Town. The Financing District will be responsible for generating property tax and other revenue sufficient to pay the costs of operations and debt service expenses incurred for the Enhancements, until such obligations are discharged, creating mutual benefits for Highpointe Estates and the Town.

Various agreements are expected to be executed by the Districts as necessary to clarify the nature of the functions and services to be provided by each District. The agreements will be designed to help assure the orderly development of essential services and facilities resulting in a community that will be both an aesthetic and economic asset to the Town. Additionally, an

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intergovernmental agreement ("Town IGA") may be entered into between the Service District and the Town setting forth how the two entities will work together to provide long-term operations and maintenance of all facilities, and how they will work in tandem to streamline the review and approval of each phase of development within Highpointe Estates.

The establishment of Highpointe Vista Metropolitan District No. 1 as the Service District, which will own and operate the public facilities throughout Highpointe Estates, and the establishment of Highpointe Vista Metropolitan District No. 2 as the Financing District, which will generate the tax revenue sufficient to pay the capital costs and maintenance of the Enhancements, will create several benefits for the inhabitants of the community and the Town. In general, those benefits are: (a) coordinated administration of construction and operation of the Enhancements, and delivery of those Enhancements in a timely manner; (b) maintenance of reasonably uniform mill levies and reasonable tax burdens on all areas of Highpointe Estates through proper management of the financing and operation of the Enhancements; and ( c) assured compliance with state laws regarding taxation in a manner which permits the issuance of tax exempt debt at the most favorable interest rates possible. Each of these concepts is addressed in greater detail in the following paragraphs.

2. Benefits of Multiple District Structure.

a. Coordinated Services. As presently planned, development of Highpointe Estates will proceed in multiple phases, each of which will require the extension of public services and facilities. The multiple district structure will assure that the construction and operation of each phase of public facilities will be primarily administered by a single board of directors consistent with a long-term construction and operations program. Use of the Service District as the entity responsible for construction of each phase of the Enhancements and for management of operations will facilitate a well-planned financing effort through all phases of construction and will assist in assuring coordinated extension of services.

The multiple district structure will also help assure that the Enhancements will be provided when they are needed, and not sooner. Appropriate development agreements between the Service District and the developer will allow the postponement of financing for Enhancements which are not needed until well into the future, thereby helping residents avoid the long-term carrying costs associated with financing Enhancements too early. This, in tum, allows the full costs of the Enhancements to be allocated over the full build-out of Highpointe Estates and helps avoid disproportionate cost burdens being imposed on the early phases of development.

b. Uniform Mill Levy. Allocation of the responsibility for paying debt for Capital Enhancements will be managed through development of a unified financing plan for those Enhancements and through development of an integrated operating plan for long-term operations and maintenance. Use of the Service District to manage these functions will help assure that no area within Highpointe Estates becomes obligated for more than its share of the costs of Enhancements and their operation and maintenance. Low-density areas will not bear a disproportionate burden of debt and operating costs, nor will high valued areas bear

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disproportionate burdens. Intergovernmental agreements between the Districts will assure that mill levies remain reasonably uniform throughout the Districts.

c. Bond Interest Rates. Some have asserted that Colorado law may require that before the Financing District may raise mill levies or increase other revenues to pay debt service on bonds, the Financing District must fully exhaust its operating revenue. This has the potential result of rendering a district operationally bankrupt before it can raise mill levies for payment of debt service. This requirement, if ultimately upheld by the Colorado courts, adversely affects the ability of a district to issue bonds at attractive rates since the bond markets may dictate unreasonably high interest rates in a single district structure to compensate for this risk. Separation of the financing and service functions of the Districts into two or more districts will help eliminate this problem. Consequently, the multiple district structure is less risky and will allow bonds or other obligations to be issued to finance the Enhancements at lower rates than if a single special district is organized.

3. Configuration of Districts. In order to implement the multiple district structure, the boundaries of the Service District and the Financing District were configured to approximate the original plan for phases of development. A map showing the boundaries of the Districts is provided in Exhibit C. The combined acreage of the Districts covers all acreage within Highpointe Estates. Legal descriptions and a map of the property within the boundaries of the Districts are attached to the end of this Service Plan as part of Exhibits B and C. The boundaries of the individual Districts may change through future inclusions and exclusions and/or through future division of the Financing District into two or more Financing Districts to coincide with the phases of development in Highpointe Estates as referenced herein.

The "service area" (the area legally permitted to be served) for the Service District will consist of the entire Highpointe Estates community, including the property within the Financing District's boundaries. This area may be expanded to serve new development. The Service District will have the power to impose taxes only within its legal boundaries, but will be permitted to provide public services to the entire community as well as to property or individuals outside of Highpointe Estates. The Financing District will have power to assess taxes and other charges permitted by law.

It is currently anticipated that no residential units will be located within the Service District, and that at build-out the Service District will include only open space, park and/or reservoir uses, although development could occur at some future date. The Developer has projected the build-out of Highpointe Estates based upon present market forecasts. The development projections are incorporated into the Financial Plan set forth in Exhibit F. These projections estimate that the Financing District will contain primarily residential properties within Highpointe Estates, expected to consist of approximately 377 single-family residential units. The projected population of Highpointe Estates at full build-out is 1,169 persons (based upon an average of 3.1 per residence), and the projected total valuation is approximately $224,900,000, at $596,552 per single-family unit. The assessed valuation of property within the Financing District set forth below and shown in the Financial Plan is based upon the Developer's projections of actual values of improved property and present State property tax law.

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Any changes in the boundaries of either the Service District or the Financing District shall be approved by the Town administratively, on the condition that all property originally in one of the Districts remains in one of the Districts. Otherwise, the inclusion or exclusion of any property into or from the boundaries of the Districts shall be subject to the prior approval of the Town's Board of Trustees. The Boards of the Districts will have discretion to approve inclusions or exclusions without an amendment or modification of the Service Plan, subject to all limitations and Town Approvals set forth in the Town IGA.

Additional property may be included in the Districts in accordance with the provisions of the Act, subject to compliance with Section 32-1-401(1)(c), C.R.S. The Districts acknowledge that if property is included within their boundaries, the construction of Enhancements therein shall be subject to approval by the Town. Property also may be excluded from the Districts, but any such property shall remain responsible for its proportionate share of any outstanding District debt at the time of the exclusion.

4. Long-Term District Plan. After all bonds or other debt instruments have been issued by the Districts and adequate provision has been made for payment of all debt of the Districts, the electorate of the Districts will have the opportunity to consider either the consolidation of the Districts into a single entity, or the dissolution of the Service District in accordance with state law. The Service District and the Financing District will consider consolidation and/or dissolution at the time each District's debt has been paid and adequate provision has been made for operation of all the Service District's facilities. Ultimately, control of these decisions will rest with the electorate in each District; but it is planned that the Finance District or a consolidated District will continue in perpetuity to operate and maintain the Enhancements.

5. Existing Services and Districts. There currently are no other entities in existence in the Highpointe Estates area which have the ability and/or desire to undertake the design, financing and construction of the Enhancements planned for the community. Of the standard public infrastructure being constructed by the Developer in accordance with the Development Agreement and other agreements and understandings, the Town is anticipated to provide service for streets and roadway improvements pursuant to agreements reached with the Developer upon dedication of those facilities to the Town. It is the Developer's understanding that no other public entities consider it feasible or practicable to provide the Enhancements outlined in this Service Plan for the Highpointe Estates community. Consequently, use of the Districts is deemed necessary for the provision of these Enhancements to the standard public infrastructure that will serve Highpointe Estates

In order to minimize the proliferation of new governmental structures and personnel, the Service District intends to utilize existing entities as much as possible for operations and maintenance of the Enhancements. The timing for conveyance of improvements to the Town will be developed by mutual agreement between the Service District and the Town as generally described above and in Chapter VI hereof.

It is possible that other key operations and maintenance services may be provided by other entities by appropriate agreements with the Service District. Consequently, while the

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Service District and Financing District will exist to finance capital improvements and coordinate the provision of services, they are expected to utilize existing entities and personnel as much as possible.

6. Property Owner Associations. It is not anticipated that a property owner's association will be formed for Highpointe Estates. However, the Districts will work with any applicable property owners association that may be formed in the future.

B. General Financial Information and Assumptions.

The current estimated assessed value based upon information currently available for the property within the Districts boundaries for the tax year ending 2005 is estimated to be $506,960. The projected assessed valuations within the Districts are shown in the Financing Plan attached hereto as Exhibit F. The anticipated cost of the Enhancements is estimated in Exhibit E.­The Districts anticipate obtaining financing for capital enhancements through the issuance of limited tax general obligation bonds or other debt instruments, including revenue bonds. General obligation debt will be payable from revenues derived from ad valorem property taxes and from other legally available sources. The Districts may issue limited tax general obligation bonds after its determination that the assessed valuation is sufficient to pay debt service with reasonable mill levies. The Financing Plan demonstrates one method that might be used by the Districts to finance the cost of the enhancements as well as operations and administrative costs. At the time bonds or other debt instruments are proposed to be issued, alternative financing plans may be employed and utilized by the Districts without further approval from the Town so long as said alternative plans are generally consistent with the limitations set forth herein and do not constitute a material modification.

The estimated figures contained herein depicting costs of the Enhancements and operations shall not constitute legal limits on the financial powers of the District; provided, however, that the District shall not be permitted to issue bonds which are not in compliance with the bond registration and issuance requirements of Colorado law.

C. Contents of Service Plan.

This Service Plan· consists of a preliminary financial analysis and preliminary engineering plan showing how the Enhancements, facilities and services for Highpointe Estates can be provided and financed by the Districts. Numerous items are included in this Service Plan in order to satisfy the requirements of law for formation of special districts. Those items are listed in Exhibit D attached hereto. Each of the requirements of law is satisfied by this Service Plan.

The assumptions contained within this Service Plan were derived from a variety of sources. Information regarding the present status of property within the Districts, as well as the current status and projected future level of similar services was obtained from the developer. Construction cost estimates were assembled by Double Eagle Engineering, which has experience in the costing and construction of similar facilities. Financial recommendations and advice in the preparation of the Service Plan were provided by Stan Bernstein and Associates, Inc., which has

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experience as financial consultants to numerous special districts. This Service Plan was assembled by White Bear and Ankele, Professional Corporation, 1805 Shea Center Drive, Suite 100, Highlands Ranch, Colorado, 80129, telephone 303-858-1800, District Counsel, which represents numerous special districts.

D. Modification of Service Plan.

This Consolidated Service Plan has been designed with sufficient flexibility to enable the Districts to provide required services and facilities for Highpointe Estates under evolving circumstances without the need for numerous amendments. While the assumptions upon which this Service Plan generally are based are reflective of current zoning for the property within Highpointe Estates, the cost estimates and Combined Financial Plan are sufficiently flexible to enable the Districts to provide the Enhancements to the general services and facilities without the need to amend this Service Plan as zoning changes. Modification of the Enhancement services and facilities, and changes in proposed configurations, locations, or dimensions of the Enhancements shall be permitted to accommodate development needs consistent with then-current zoning for the property. Modification of the Enhancements and other changes contemplated in the preceding sentence, shall be subject to approval by the Town pursuant to the Intergovernmental Agreement which is set forth in Exhibit G hereof.

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FIGURE 1-1

Development Plan

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TABLE 1-1

Development Projections

2005 2006 2007 2008 2009 Total

Single Family -$596,552 /unit (Highpointe Vista Metropolitan Dist. No. 2) 2 75 119 120 61 377

SERVICE DISTRICT PARCEL (Highpointe Vista Metropolitan Dist. No. 1) -- -- -- -- -- --

TOTAL UNITS 2 59 178 297 357 377

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CHAPTER II - NEED FOR DISTRICTS AND GENERAL POWERS

A. Need for Metropolitan Districts.

The property in the Highpointe Vista Metropolitan Districts is currently being developed. Additional construction and expansion in the future is contemplated. No other entities exist which will finance the construction of the Enhancements contemplated herein. Operations and maintenance of some Enhancements will be assumed by the Town in the future. The IGAs referred to in Chapter VI hereof address and define the activities to be undertaken by various entities, including the Town, with regard to public improvements.

B. General Powers of Districts.

Each District has power and authority to provide the services and facilities described in this Chapter both within and outside its boundaries in accordance with law. The powers and authorities of each District may be further allocated and further refined in an Intergovernmental Agreement between the Districts ("Master IGA") which may be voted upon and approved by their respective electorates. For purposes of the Act and other applicable law, the Master IGA shall not constitute an amendment of this Service Plan, but shall constitute an integral element of the plan for the Districts and shall be considered a binding agreement between the Districts regarding implementation of the powers contained in this Service Plan.

Contractual debt obligations as are contained in the Master IGA shall not count against the total combined new money debt limit ("debt limit") as set forth herein. The maximum allowable contractual debt limit for financing the Districts' Enhancements outlined herein shall not exceed $3,375,000 as set forth in this Service Plan without additional approval of the Town.

Recognizing that the standard public infrastructure within Highpointe Estates shall be provided pursuant to the Development Agreement and any amendment thereto, and further recognizing that the specific and limited purpose of this Consolidated Service Plan is to provide for Metropolitan District "Enhancements," each of the Districts shall have authority to provide those services, facilities, and infrastructure as described in Chapter III below as well as the following:

1. Legal Powers. The powers of the Districts will be exercised by their Boards of Directors to the extent necessary to provide the services contemplated in this Service Plan. The Enhancements as described in this Service Plan, along with all other activities permitted by law, will be undertaken in accordance with, and pursuant to, the procedures and conditions contained in the Act, other applicable statutes, and this Service Plan, as any or all of the same may be amended from time to time.

2. Covenant Powers. The Districts shall have the power to furnish covenant enforcement and design review services within the Districts in the manner provided herein and pursuant to § 32-1-1004 (8), C.R.S.

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3. Other. In addition to the powers enumerated above, the Boards of Directors of the Districts shall also have the following authority:

a. To amend this Service Plan as needed, subject to the appropriate statutory procedures, including, by written notice to the Town pursuant to § 32-1-207, C.R.S., notice of actions which the Districts believe are permitted by this Service Plan but which may be unclear. In the event the Town elects not to seek to enjoin any such activities under said statute, such election shall constitute agreement by the Town that such activities are within the scope of this Service Plan. The Districts shall have the right to amend this Service Plan independent of participation of the other Districts; provided, that the Districts shall not be permitted to amend those portions of this Service Plan which affect, impair, or impinge upon the rights or powers of the other Districts without such District's consent; and

b. To forego, reschedule, or restructure the financing and construction of certain improvements and facilities, in order better to accommodate the pace of growth, resource availability, and potential inclusions of property within the Districts, or if the development of the improvements and facilities would best be performed by another entity; and

c. To provide all such additional services and exercise all such powers as are expressly or impliedly granted by Colorado law, and which the Districts are required to provide or exercise or, in their discretion, choose to provide or exercise; and

d. To exercise all necessary and implied powers under Title 32, C.R.S., in the reasonable discretion of the Boards of Directors of the Districts; and

e. Any amendments to this Service Plan, or other changes with respect to the construction of improvements or the provision of additional services, shall be subject, in all circumstances, to approval by the Town and/or pursuant to the Town Intergovernmental Agreement (if applicable) which is set forth in Exhibit G hereof.

C. Consolidation.

The Highpointe Vista Metropolitan Districts shall be permitted to file a request with the Larimer County District Court to consolidate the Districts after notice and approval of the Town without the necessity of a Service Plan Amendment.

CHAPTER III - DESCRIPTION OF POWERS AND ENHANCEMENTS

The following section describes the powers of the Districts and Enhancements expected to be provided by the Districts both within and without their boundaries. This description is preliminary only and will be subject to modification and revision as engineering plans, financial factors, and construction scheduling and costs may require. The Service District and Financing District will be permitted to exercise their statutory powers and their respective authority as set forth in this Service Plan. The Districts shall only have the authority to provide those Enhancements specifically set forth in this Service Plan and such Enhancements shall be subject

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to the limitations on the powers of the Districts as set forth in this Service Plan. Enhancements not specifically described herein shall be permitted as long as they are necessary and appurtenant to those Enhancements generally contemplated in the Service Plan and are within the Districts' financial ability to provide such improvements. However, the Districts shall not provide any Enhancements, services or facilities within their boundaries which are provided within the Districts boundaries, now or in the future, by either the South Fort Collins Sanitation District or the Fort Collins-Loveland Water District.

As noted herein, the Financing District will finance and pay its property taxes and other revenue over to the Service District for construction, operation, and maintenance of the Enhancements needed to serve Highpointe Estates. The Service District will be permitted to exercise its statutory powers and authority set forth herein to finance, construct, acquire, install, operate and maintain the Enhancements to be furnished by the District, either directly or by contract, or by acquisition from the Developer or other persons as further described in this Service Plan. Where appropriate, the Service District will contract with various public and/or private entities to undertake such functions, including a Master IGA with the Financing District, an Addendum to the Development Agreement (if necessary), and an Intergovernmental Agreement with the Town, as further described herein.

The descriptions contained in this Chapter show the conceptual plan for the enhancements to the standard public infrastructure described in Chapter II hereof. Detailed information for each type of Enhancement needed for Highpointe Estates is set forth in the following pages. It is important to note that the descriptions contained in this Chapter are conceptual in nature only, and that modifications to the type, configuration, and location of the Enhancements will be necessary as development proceeds. All facilities will be designed in such a way as to assure that the facility and service standards will be compatible with those of the Town and of other entities which may be affected thereby.

The Facilities Plan attached hereto as Exhibit E identifies the Enhancements to be designed, financed, and constructed by the Districts. The Facilities Plan also includes a schedule of estimated costs (in current dollars) and the anticipated timetable for the construction of such Enhancements, as well as an explanation of the methods, basis, and/or assumptions used to prepare such Plan.

The combined initial total estimated cost of the standard public infrastructure and Enhancements that shall be constructed within the Districts and built in accordance with the Town's applicable standards is approximately $22,491,998 (not including other infrastructure within and without Highpointe Estates which will be constructed and financed by Developer) inclusive of contingencies, engineering, construction management, and offsite improvements, and exclusive of costs of organization of the Districts. Of this total amount, approximately $4,958,776 is estimated to consist of District Enhancements. Diagrams showing the general layout of the proposed Enhancements are attached hereto as Exhibit E.

Upon approval of this Service Plan, the Districts will continue to develop and refine cost estimates contained herein and prepare for bond issues. Reasonable modifications of public facilities and cost estimates shall be permitted. All cost estimates will be inflated to then-current

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dollars at the time of bond issuance and construction. All construction cost estimates assume construction to applicable local, state or federal requirements.

The following sections contain general descriptions of the contemplated enhancements to the standard public infrastructure and which will be financed by Financing District.

A. General.

Construction of all planned Enhancements will be scheduled to allow for proper sizing and phasing to keep pace with the need for service. All descriptions of the specific Enhancements to be constructed, and their related costs, are estimates only and are subject to modification as engineering, development plans, economics, Town requirements, and construction scheduling may require.

B. General Design Standards.

Enhancements within the Districts will be designed and installed by the Service District in general conformance with applicable current standards adopted by the Service District and the Town. The Town has specific design standards and any applicable design and contract documents that are required by the Town ordinances, regulations, and rules to be submitted to the Town for these enhancements must be reviewed and approved by the Town. A Town IGA as described in Chapter VI hereof (if required) and the Addendum to the Development Agreement (if required) executed contemporaneously with the approval of this Service Plan describe the procedures which will be followed to assure compliance with the requirements of this Service Plan and applicable Town standards.

C. Street and Roadway Enhancements.

1. District Powers. For the limited and specific purpose of providing Enhancements, each District shall have the authority to provide the design, financing, acquisition, construction, relocation, completion, installation and/or operation and maintenance of street and roadway enhancements, including curbs, gutters, culverts, and other drainage facilities, pedestrian ways, bridges, parking facilities, paving, lighting, grading, landscaping, irrigation, and structures; and street-related electric, telephone, and gas; together with all necessary, incidental, and appurtenant facilities, land and easements, together with extensions of and improvements to said facilities within and without the boundaries of the District. All roadway enhancements will be constructed to Town standards and are anticipated to be dedicated to the Town for perpetual ownership, operation, and maintenance.

2. Overall Plan. In addition to all general street enhancements contemplated by the Development Agreement, the Districts shall build or cause to be built enhanced roadways and parkways within Highpointe Estates, including enhanced landscaping and an irrigation system. The Districts have the right and ability to participate in the sharing of costs associated with additional Street and Roadway Enhancements as may be required.

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3. Street and Roadway Infrastructure. All public streets and streets dedicated by plat within the Districts will be owned, operated and maintained by the Town. The standard streets, roadway infrastructure, snow removal and roadway maintenance provisions are addressed within the Development Agreement with the Town.

4. Enhanced Street Landscaping, Signage, Monuments, Lighting. The Districts will also construct, own and maintain several substantial masonry monument signs within the project. These signs, monuments and lighting will be provided in conjunction with enhanced landscaping and streetscaping to provide an enhanced appearance to the entire development, including, but not limited to fencing, identification markers, landscape buffers, shrub and flower beds, mulch beds, irrigated and non-irrigated turf and native grasses, subdivision identification markers, trees, together with all necessary, incidental and appurtenant facilities, land and easements, and all necessary extensions of and improvements to said facilities or systems and other enhanced. landscape features and streetscape design. All such facilities or features shall comply with all Town standards, regulations and ordinances in effect at the time any such facilities or features are constructed.

5. Cost Estimates. The estimated construction costs for the development of the street and roadway system for the project are shown on Exhibit E.

D. Safety Protection.

1. District Powers. For the limited and specific purpose of providing Enhancements, each District shall have the authority to provide the design, financing, acquisition, installation, and construction of traffic and safety protection facilities and services, including but not limited to traffic and safety controls, devices on streets and highways and at railroad crossings, environmental monitoring, access gates, signage, signalization, directional assistance, and driver information signs together with all necessary, incidental and appurtenant facilities, land and easements, and all necessary extensions of and improvements to said facilities or systems. The Districts may potentially financially assist the Town, rather than build their own facilities.

2. Overall Plan. After conveyance by the Developer of the street rights-of-way or appropriate easements to the Service District or the Town, the Service District or the Town is expected to construct standard paving, lighting, landscaping and other necessary traffic and safety protection devices and controls in accordance with the Development Agreement. The Districts have the right and ability to participate in the sharing of costs associated traffic and safety protection improvements as may be required.

3. Cost Estimates. The estimated construction costs for the development of the traffic and safety protection facilities and improvements for the project are shown on Exhibit E.

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E. Park and Recreation Enhancements.

1. District Powers. For the limited and specific purpose of providing Enhancements, each District shall have the authority to provide the design, financing, acquisition, construction, relocation, completion, installation and/or operation and maintenance of public parks and recreation facilities including, but not limited to, grading, soil preparation, sprinkler systems, playgrounds, playfields, parks, bike paths and pedestrian ways, trails, open space, landscaping, cultural activities, picnic areas, pools, ponds, lakes, common area landscaping and weed control, greenbelts, community recreational facilities, clubhouses, irrigation facilities, and other active and passive recreational facilities and programs, and all necessary, incidental and appurtenant facilities, land and easements, together with extensions of and improvements to said facilities within and without the boundaries of the District. The Districts may potentially financially assist the Town, rather than build their own facilities.

2. Parks and Open Space. The Districts anticipate providing significant enhancements to the park and open space enhancements expected to be constructed within the Districts:

a. Open Space Landscape, Trees, Grassing, Greenbelts. The Districts are currently proposed to contain enhanced open space tracts, greenbelts, and enhanced landscaping.

b. Project Signage, Monuments, Entry Features, Open Space. The Districts will design, construct and maintain signage, monumentation and entry features throughout the project. Homeowners will benefit from a more communal continuity of the development. All such facilities or features shall comply with all Town standards, regulations and ordinances in effect at the time any such facilities or features are constructed.

c. Stormwater Pond. This additional stormwater pond and drainage area will be provided as an amenity to the residents of Highpointe Estates and will be owned and maintained by the Districts.

d. Enhancements to Open Space, Trails and Parks. Numerous open space tracts and pocket parks are currently in the development review process with the Town. The Developer is proposing that the District construct, own and maintain open space tracts, pocket parks, with or without irrigated areas in multiple areas throughout Highpointe Estates. All open spaces within Highpointe Estates will be turfed, landscaped, and maintained by the Districts.

3. Enhanced Recreation Improvements. Standard recreation improvements are proposed to be distributed throughout the development in accordance with the Development Agreement. The Districts will also design, construct and maintain a pool, clubhouse, tennis courts, half court basketball complex, playground, picnic pavilion and tot lot. These amenities will be open to all residents as well as their guests.

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4. Cost Estimates. The estimated construction costs for the development of the park and recreation enhancements are shown on Exhibit E.

CHAPTER IV - ESTIMATED CONSTRUCTION AND OPERATING COSTS

The cost estimates for the standard public infrastructure and Enhancements, summarized in Exhibit E attached hereto, are based on quantities taken from preliminary development plans and preliminary utility and drainage plans. The unit prices, based on recent bids or contracts, were multiplied by the individual quantities. A contingency is added to the subtotals for each system for unforeseen matters, engineering, staking, and for construction management to arrive at the total cost estimates. The cost estimates have been designed to be sufficiently flexible to enable the Districts to provide necessary Enhancements without the need for repeated amendments to the Service Plan. Modification of the initial cost estimates shall be permitted to accommodate development needs consistent with zoning and future development approvals for the property.

A. Cost of Construction

The total estimated cost of the standard public infrastructure and enhancements for Highpointe Estates is $22,491,998, and is more specifically depicted in Exhibit E and described herein.

1. Standard Public Infrastructure - Capital Costs. The estimated construction costs for the development of the standard public infrastructure to be paid by the Developer are estimated to be $17 ,533,223, as shown in Exhibit E attached hereto.

2. District Enhancements - Capital Costs. The estimated construction costs for District Enhancements to the standard public infrastructure that the District will own and operate are estimated to be $4,958,776, as shown in Exhibit E attached hereto. Initial costs incurred for the District Enhancements will be paid by the Developer. The Developer will recoup costs paid for the District Enhancements from the proceeds of $3,375,000 in Limited Tax Cash Flow Bonds anticipated to be issued by the Districts in December 2005. The remaining bond proceeds shall be used to pay for future construction costs incurred for the District Enhancements. Construction costs for District Enhancements in excess of $3,375,000 shall be paid by the Developer. The Developer has identified the following District Enhancements for which the Districts seek authorization to issue up to $3,375,000 of Limited Tax Cash Flow Bonds to pay for a portion:

• Pool/Park/Clubhouse • Basketball Complex/Park • Pocket Parks • Project Signage, Monuments, Entry Features • Open Space, Landscaping

Totals

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$ 1,900,000 $ 100,000 $ 80,000 $ 250,000 $ 2,628,776

$ 4,958,776

B. Cost of Operation and Maintenance. Initial anticipated costs of general administration and operations of the Districts are set forth in the Financing Plan attached hereto as Exhibit F. These costs have been estimated based upon typical expenses incurred for special districts in general. These estimates are preliminary only and will be subject to modification and revision as engineering plans, financial factors, and construction, operation, and maintenance costs are determined upon final design and construction. Any increases in such costs over time will be funded by property taxes, fees, charges, and other revenue sources generally available for such purposes as determined during the annual budget process in accordance with the Master Intergovernmental Agreements between the Districts.

At full development, the total annual operational and maintenance costs of the District Enhancements are estimated to be $298, 7 48 as detailed below.

Storm Drainage Maintenance

Signage, monumentations, entry

Swimming Pool (Management, Maintenance, Pool/Clubhouse)

Metropolitan District Administration, Management, Auditing, Legal, and Financial Costs

TOTAL

CHAPTER V - FINANCIAL PLAN

$5,464

$3,278

$ 244,111

$ 45,895

$298.748

The Financing Plan, attached hereto as Exhibit F, sets forth how the proposed Enhancements may be financed and operated by the Districts and identifies the proposed debt issuance schedule of the Districts. It is currently anticipated that the Districts will issue limited tax bonds in amounts sufficient to permit the District to construct all or a portion of the facilities needed for development within its boundaries. In addition, the Districts shall have the ability to issue such additional debt as may be necessary to support future capital requirements of the Districts; however, nothing herein shall be construed to allow the District to issue debt that is not in accordance with State law. All District debt will be supported by ad valorem mill levies and other available revenues of the Districts.

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A. Debt Issuance Limitation.

The maximum debt limit for the issuance of bonds is $3,375,000, exclusive of the costs of issuance, organizational costs, inflation, refundings and other similar costs. In addition, contractual debt obligations such as those contained in the Master IGA or notes or other financial obligations, if any, issued by the District to the Developer to evidence the Districts' obligation to repay the Developer's advances for construction costs shall not count against the total debt limit. Obligations of the District which have been paid or refunded do not count against the debt limit.

Organizational costs will be reimbursed to the Developer by the Districts out of its initial revenue sources including bond issue proceeds. The Districts shall have the authority, subject to the debt limits contained herein, to issue debt in an amount sufficient to fully finance and construct all Enhancements contemplated herein and fully implement the Service Plan without the need to seek approval of any modification of this Service Plan.

The debt limit shall not be increased unless approved by the Town and as permitted by statute. Any change in debt limit shall be considered a material modification of the Service Plan unless otherwise permitted herein. Repayment of any advances made by the developer to the District that is not completed by the later of 30 years from the date the debt is certified to and accepted by the Districts or 40 years from the organization of the Districts shall be considered a material modification of this Service Plan subject to approval by the Town in accordance with the provisions of§ 32-1-207, C.R.S.

Any debt issued by the District must be issued in compliance with the requirements of Section 32-1-1101 C.R.S. This will ensure that appropriate development risk associated with current and future development within the District remains with the Developer until such time as the assessed valuation in the District can be shown to support the debt service requirements of the District with the imposition of reasonable mill levies. In this manner, the Town can be assured that the risks of development and the responsibility for repayment of debt issued for Highpointe Estates will be borne solely by the residents and property owners of Highpointe Estates, and will not become the responsibility, to any degree, of the Town.

The maximum voted interest rate for bonds will be eleven percent (11 %). Compound interest shall not be allowed without the prior written approval of the Town Board. The proposed maximum underwriting discount will be no greater than five percent (5 %). It is estimated that any bonds, when issued, will mature not more than 40 years from date of issuance. The District shall not undertake the refinancing of any outstanding bonds, which refinancing shall lengthen the final maturity of such bonds, without the prior written approval of the Town. Final determination of the amount of debt for which approval will be sought from the Districts' electorate from time to time will be made by the board of directors of the Districts based on then­current estimates of construction costs, issuance costs, and contingencies. Authorization to issue bonds and enter into various agreements described herein will be sought from the District's electorate pursuant to the terms of the Act and the Colorado Constitution both as amended from time to time.

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B. Debt Service Mill Levy.

The Districts shall be required to impose a debt service mill levy on all property within its boundaries so long as there are bonds or other debt instruments outstanding. Such mill levy shall terminate at such time as the assessed valuation of all property within the Districts is at least 200% of the aggregate outstanding principal indebtedness of the Districts or upon the discharge of all such bonds or debt instruments. However, the District may continue to certify a mill levy to pay for administrative and operational requirements of the District.

The maximum mill levy the District shall impose for the payment of bonds or other debt instruments and for operations and maintenance shall be 35 mills (the "Mill Levy Cap"). The District anticipates assessing a mill levy of 26 mills, which will generate approximately $1,242 per year from the average single-family residence. This property tax will be in lieu of any homeowner' s association dues or fees and will be income tax deductible to the property owner. Of the 26 mills to be assessed, 12 mills will be transferred to the swimming pool fund, 9 mills will be retained by the Financing District or transferred to the Service District for payment of the annual debt service obligations, and 5 mills will be transferred to the Service District for operations and administration expenses beginning in 2007. It is anticipated that the 9 mills assessed for payment of the annual debt service obligations or retained by the Financing District will be reduced to 3 mills by the year 2013, and the 5 mills anticipated for operations and administration expenses will be increased to 11 mills by 2013.

The Mill Levy Cap will also be subject to adjustment if, after the date of approval of this Service Plan, the laws of the State change with respect to the assessment of property for taxation purposes, the ratio for determining assessed valuation changes, or other similar changes occur. In these events, the foregoing thresholds and limits shall be automatically adjusted so that the tax liability of individual property owners neither increases nor decreases as a result of any such changes thereby. The Financing Plan includes the proposed operating revenue derived from ad valorem property taxes for the first budget year and thereafter. The Districts shall provide disclosure documents explaining the mill levy to be recorded on the property within the Districts after the Districts are organized.

C. Other District Revenues.

In addition to ad valorem property taxes, and in order to offset the expenses of the anticipated construction and the District's operations and maintenance costs, the District may rely upon various other revenue sources authorized by law. These will include the power to assess fees, rates, tolls, penalties, or charg~s as provided in§ 32-1-1001(1), C.R.S., as amended. The District anticipates imposing a $2,000 Impact Fee on each home and assessing an annual Pool Fee of $150 per year per home. The District also anticipates revenue from specific ownership taxes, developer advances, interest income and other sources, as further set forth and projected in the Financing Plan.

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D. Other Financial Information

The Financing Plan demonstrates one method that might be used by the Districts to finance the cost of the Enhancements. Other plans may be utilized by the Districts without additional approval so long as such plans are within the parameters and limits contained in this Service Plan, and provided such plans are in accordance with the requirements of State law. Due to the support expected to be received from the Developer, the Financing Plan demonstrates that the cost of the Enhancements described herein can be provided with reasonable mill levies assuming reasonable increases in assessed valuation and assuming the rate of build-out estimated in the Financing Plan. Upon approval of this Service Plan, the Districts will continue to develop and refine cost estimates contained herein and prepare for bond issues.

The Financing Plan does not project any significant accumulation of fund balances which might represent receipt of revenues in excess of expenditures under the TABOR Amendment. To the extent annual District revenues exceed expenditures in this manner, the District will comply with the provisions of TABOR and either refund the excess or obtain voter approval to retain such amounts. Initial spending and revenue limits of the District, as well as mill levies, will be established by elections which satisfy TABOR requirements. In the discretion of the Districts' Boards of Directors, the Districts may set up other qualifying entities to manage, fund, construct and operate facilities, services, and programs. To the extent allowed by law, any entity created by the Districts will remain under the control of their Boards of Directors.

E. Risk Disclosure.

The ability of the Districts to meet the projections upon which the financial plan is premised is subject to various risks and uncertainties, including but not necessarily limited to, actual development that occurs within the Districts' boundaries and the sale oflots/construction of homes as might occur within the area and actual market valuation of property within the Districts' boundaries. Development in the Districts will be impacted by many factors including governmental policies regarding land development, the availability of utilities, construction costs, interest rates, competition from other developments and other political, legal and economic conditions.

CHAPTER VI - PROPOSED AND EXISTING AGREEMENTS

A. Master Intergovernmental Agreements.

As noted in this Service Plan, the relationship between the Service District and the Financing District, including the means for approving, financing, constructing, and operating the Enhancements needed to serve Highpointe Estates will be established by means of Master IGAs to be executed by the Districts. The Master IGA will establish extensive procedures and standards for the approval of the design of facilities, transfer of funds between the Districts, and operation and maintenance of the facilities. The Master IGA will also provide for coordinated administration of management services for the Districts.

23

B. TownIGA.

To the extent necessary, the Town and Service District will enter into an IGA ("Town IGA") regarding the nature of the relationship between the Service District and the Town, and setting forth various procedures and agreements regarding the construction, ownership, operation and maintenance of Enhancements constructed by the Service District in substantially the same form as contained in Exhibit G. Once executed, the executed agreement shall be attached to this Service Plan. The Town IGA generally provides that the Service District will be responsible for dealing with developers within Highpointe Estates for the covered improvements and that the Town shall not be required to do so. The Service District shall be responsible for initial review and approval of all plans for construction of Enhancements within Highpointe Estates. Developers of property in Highpointe Estates will be required to submit plans for such Enhancements to the Service District which shall make an initial determination of whether such plans and specifications are complete and consistent with this Service Plan. The Service District shall be responsible to submit plans for Enhancements which it will construct, and plans for improvements which developers will construct, to the Town for approval in accordance with the applicable Town Regulations and/or Town IGA. The purpose of this structure is to eliminate any need for the Town to be involved with developers in the day-to-day review and approval of District Enhancements within Highpointe Estates and to minimize the number of individuals with whom the Town must deal in plan review and approval process. The Town will work only with representatives of the District or the Developer responsible for constructing and installing the infrastructure who will retain responsibility for assuring that plans submitted to the Town for approval are consistent with this Service Plan.

C. Other Agreements/ Authority.

To the extent necessary, the Service District may enter into additional intergovernmental and private agreements better to ensure long-term provision of Enhancements needed for the Highpointe Estates Service Area and for the effective management of District affairs. Agreements may also be executed with the Developer, owner associations, and other service providers to discharge any facility or service responsibility of the Districts. All such agreements are authorized to be provided by each, pursuant to Colorado Constitution, Article XIV, Section 18 (2) (a) and Section 29-1-201, et seq., Colorado Revised Statues.

CHAPTER VII - OTHER REQUIREMENTS AND CONCLUSIONS

A. Requirements.

The Financing District and the Service District shall be subject to the following additional requirements:

1. Submission of annual reports as described in §§ 32-1-207(3), C.R.S., in the form prescribed by the Town.

24

2. Material modifications of this Service Plan, except as contemplated herein, shall be subject to approval by the Town in accordance with the provisions of§ 32-1-207, C.R.S.

3. Disclosure to Purchasers. The Districts will use reasonable efforts to assure that all developers of the property located within the Districts provide written notice to all purchasers of property in the Districts regarding the District mill levies, as well as a general description of the Districts' authority to impose and collect rates, fees, tolls and charges.

B. Conclusions.

It is submitted that this Service Plan for Highpointe Vista Metropolitan Districts Nos. 1 and 2 as required by§ 32-1-203(2), C.R.S., has established that:

1. There is sufficient existing and projected need for organized service in the area to be served by the Districts;

2. The existing service in the area to be served by the Districts is inadequate for present and projected needs;

3. The Districts are capable of providing economical and sufficient service to the area within their boundaries;

4. The area included in the Districts does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis;

5. Adequate service is not, and will not be, available to the area through the Town, or other existing municipal or quasi-municipal corporations, including existing special districts, within a reasonable time and on a comparable basis; ·

6. The facility and service standards of the Districts are compatible with the facility and service standards of the Town within which the Districts are to be located and each municipality which is an interested party under§§ 32-1-204(1), C.R.S.;

7. The proposal is in substantial compliance with a master plan adopted pursuant to§ 30-28-108, C.R.S.;

8. The proposal is in compliance with any duly adopted county, regional, or state long-range water quality management plan for the area; and

9. The ongoing existence of the Districts is in the best interests of the area proposed to be served.

Therefore, it is requested that the Board of Trustees of the Town of Windsor, Colorado, which has jurisdiction to approve this Service Plan by virtue of§§ 32-1-204.5, C.R.S., et seq., as

25

amended, adopt an Ordinance which approves this Consolidated Service Plan for Highpointe Vista Metropolitan Districts Nos. 1 and 2, as submitted.

Respectfully submitted,

White, Bear & Ankele Professional Corporation

By:~-" Alfil1D. Pogue Counsel to proponents for the Highpointe Vista Metropolitan Districts Nos. 1 and 2

26

EXHIBITB Legal Descriptions

· .... ·' .. --= , .. ··.L.7A.i~ ·rait ~.As~ociat~, inc.

Consulting Engin.eers ··• Land Svrveyors

LEGAL PESCRIP!fiON ·P~OE'OSEn:· H!GIWQI~ SOBI>!VJ:SI.ON.

·A pc;~ti6n of the ~oµtli half .·of· :sedti~ri .25 and·· the southeast; ·Quarter of Sec;: ti on 26,. TpwnS·liip 6. Nq:tth;. ·Range 68 .West of· tbe ·6th ~rincipal '.Meridian, more partictllarly described ·a.s follows:

. Consiper.ing the east;· line of the southeast quarter of said Sec;:tio.n 2,!? as ·bearing South 00° 48' 37" West ~th all the bearings containecf herein relative thereto;

Commencing at the southe:ast .cor;ner of said Section 25; theni::e North s9°·05• 36" West along the south .'.!-ine o~ the so.utheas:i: quarter of Sei;:.tion 25 a distance of 3·~. 00 ·feet tG :the ~~st right-of-way ~ine of Larimer ·county Road l; the Point of ·Beginning; thence North .89°06"36" .West al.ong the south iine of .the southeast quarter of Section zs· a dis.tance cif 264.4. 83. fe.et to the south quarter corn~r of Section 25; thence North 89°.0.7'.02" West· along ~he south line of the .southwest

· qtiar·ter o:f Sec:tion 25 a distance of 2674·. 71 feet to the southwest· corner of S!'!Ct;ion 25; thence North 89·0 34'11" West along the s.outh lirie ot the southeast quarter of Section ·26 a distance of-849.7~· fe~t; the~ce along the centerline of a draw more. ~r less th~ fq;I.loJdng seventeen· ( f7) courses~

1. N9rth. 4.1°28' 29~' East a .distance of. 180. 27 feet; 2. North 27°54'02" East a distance. of 21.12 feet; 3. North 06" OB; 31" West a clist.ance .of 19.9. 41 feet; 4. · Nort!i 11°57' 49'1 East a distance of g6. 29 feet; s.· North 52°15' 04i• East a distance· of 86;37 feet; 6. Nbrth 67° 22'·51 n East ·a dis.tance of 11S.11 feet; 7. ·North 84°21' 29" East a distance· of 117. 26 feet; 8. North 4.7° 34' 23'' East a distance of 115. 47 feet; 9. · North 13" 11' 03" Wes;t a distance of 93. 45 feet; 10. North 15°00' 21" Ea.St. a distance of 177. 79 f.eet; 11. North 06°09' 04" East a distance of .213~95. feet; 12. North 26°04' 58" East a distance 6f 82. 58 feet; 13. North 41° 53' 32" East a distance of .Hi6. 24 feet; 14. North 43°02' 59" East a distance· of 127. 89 feet; 15. North 16°02' 52" East a distance of 139. 69 feet;;

·16. North 31°1P 28" East a distance of 110. 21 feet; 17. North 23°33' 01" East a .distance of 35. 47 feet to a point on the west line of the. southwest quarter of Section 25;

thence North 01°19' 17" East along the west line of the sout:hwes.t quarter of Section 25 a distance 979. 52 feet to the west quarter corner o:(: S~ction 25; .~:.; thence South 89°33' 1·0" East along the north line .of the southwest quarter of J Section 25 a distance of 2637.82 feet to the center quarter corner of Section 25; thence South B9° 32' 49" East along the north li.ne of the s.outheast quarter of Section.25 a distance of 2658. 72 feet to a point on the west right-of-way line of Larimer County Road l lying 30..00 feet west of the east quarter corner of Section 25; thence South 00" 4 8' 37° Wes.t along· the west right-of-way line of Larimer County Road l a ·distance of 26i9. 68 feet to the Point of Beginnin~\\\ll!l!W.Y.i containing 332.96 acres more or less. N . #

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Metropolitan District N.o.1. Fntllre Tract r, Highpo.qlf¢ Subdiv.isfon

A portion pf the south half 9fSection 25, Townsltj.p 6 North; Range 68.West·of the 61b. · Principal Merid.iaD, Town ofWmdsOi:, County ofI.;arimer, State. of Colorado .. being more particularly descn'bed as follows: · ·

Considering"the. east line of the southeast quarter of said Section 25 as beariD.g North 00°48'37" East with all bearings containedherein·relativethereto;

Commencing at the southeaSt com.er of said Section 2.5; tQ~nce Norl;h 0(>04~'37".East along the east line oftb.e,southeast quarter of Section 25 a distance of 1268.39 feet; thence North 89°1 l '2301 We5tadist8nce of3525(i feet to the Point of Beginning; thence ~outh 14°21' 13" East a ~ce ·of 140.87 feet; thenee southweSt along a cuni'e to the right having a radius of3l0,00 .fee.t; a central angle of 38°26'09"; ~d an are length of 207.96 feet, the ch9rd·of sa1d arc bears South 04°51 '51'" West-a distance·of204.08 feet; thence south.west along lJ CW:ve to the right having a radius·of 15.00 fee~ a ·central ari:gle of 97°47'35", and an are length of25.60 feet, the·chord of said arc.bears Soufh 72°58'43" West a distance of 22.6i fee~. thence North 58°07'29" West a di.stance of 4420 feet; thence northwest along 11.~eio .the right having a radius of 290.00 feet, a central angle of 10°21 '24". and an arc. length of 52.42 feet the. chqrd of said .arc bears North 52°56'47" West a distance of523S feet; thence North 42°i3' 55" East a diStan.~ of 110~00 feet;· thence North 39°22' l r West a'. distance of' 52.57 feet; thence North 22"34' 40" West a distance of 52.57 feet; thence North 05°47'22" West a distance of53.30 feet; thence North 00°48'37" East.a distance of 490.00 feet; thence North·89°11'23" West a.distance of 1rn.75 feet; thence southeast. along a curve to the right'haVing:a:radius of~0.00 feet, a central angle ofl67°09'2W, and ari arc length of 262.57feet,1h.e chord of said arc·bears South 82°46'03" East a distance of 178.87 feet; thence South 0()04ir3T' West a distante of 30. 73 feet; thence sout:heast along a curve to the left having a :radius of 240.00 feet, a centra.1 angle of33°39'11", and an arc length of140.97 feet, tf;te chord of said arc bears South 16°00'58" East a distance of 138:95 feet; thence southwest alpng a curve to the right having a radius of l~.00 feet, a central angle of70°37'44", apd an arc length of 18.49 feet, the chord.ofsaid arc bears South 02°28'19" West a distance of 17.34 feet; thence southwest j!long a ctl£Ve to the left having a radius of i55.00 feet, a central angle of 52°08'24", and an are length of 232.05 feet, the c~ord of said am bears South 11°42' 59" West a di~ance of 224. I;3 feet to the Point of Beginning, containing 69,484 square feet or 1.595 acres more or l~s. ~~\\,,,.u1wu111111,,,,

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N8911 •2:r.w .... 107.75' .

Nos•47'22·w 53.30'

"122"34'40" 52.57'

l!=10"21'24" R=290,00 L=-52.42 Co:N52"56' 47"W

52.35'

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A=3fl"26'09" Re310.00 L=207.96 C=S04"51 '51 "W

204.08'

ls=97'47'35" R=15.00 l=25.60 C=S72'58'43"W

22.61'

ME.TROPOLITAN DISTRICT NO. 1

, OF 1 A PORTION Of THE SOUTH HALF Of SECTION 25, TOWNSHIP 6 NORTH, RANGE 68 WEST OF THE 6TH PRINCIPAL MERIDIAN, TOWN OF WINDSOR, COUNTY Of LARIMER, STATE Of COLORADO.

E 1i4 CORNtR sECTIC»<I 25 T6N ~SBW F.OV.Nt> 2 v.z·· AWMINOM CAP- .·

:1t.1 ·RANGE BOX . LS 31169

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I 0 so 100 J-;;ud. I

1 INCH = 100 FEEr

& ASSOCIATES INC. 2725 ROCKY MOUNTAIN AVENUE, SUITJ:: 340 LOVELAND, COLORADO 80538. (970) 613-1447

. . . . .

···~T·-,. .. . . . "', ·· · : · ~ Tait & Associates., Inc~· ·.

_consulting Engine'.ers • Land Surveyors ·

Metrop~litan Dist.d_~t No. i: · ·.. · · Pl'.oP.osed .f!lighp~fu~e Subdivision Exc~pt ~e 'f.ract I

A portion ~fthe south mtlf'of Section 2~ a,nd the ~east QQartei: of Seclion·26, T0.Wnship 6 North, Range <:i8 West of the 6th Principal Meridi3n, more particularly destribed as follows:

Consid¢rtg the east 1ine of.the .soaj:heast quartc::r of said Section 25 a,s bearing South 00° 48'3 7" · West·With al] tlie bearings contained herein rela,1ive thereto;

Commencing at the southeaSt comer of said Section. 25;. then.re North 89°06'36" West along the south. line .of the southeast quartey of Section 2S a distance of.30"00 feet to the.west right:-0f-way line of Larimer County Road :1, the. Pojn~·ofBegim:ili.Jg; thence Norfi!, 89°06"36" West .along the south li.p.e ofthesoutheastquarter.ofSection2~ adiStance of2644.83 feet to thesotrth quaper comer of s·ection 2s; thence North. $9°07'02" 'West-~ong the south line of the southwest quarter·of Section. 25 a distance of2674. 71 feet to the southwest comer of Section '25; thence North 89°34'1 l" West along the SQllth line of the southeast qriarter ~f Section 26' a .distance of 849.73 feet; thence . along the centerline of a draw more .or less the following seventeen (17)-co:urses:

1. North 41°28'29" Basta ~tance'()f 1~0.27 feet; 2. Nortb.27°54'02" East adistanre.of21.12 feet;· 3. North 06°08'31" West adistanceof199.41 feet; 4. North 11°57'49" Eastadistanceof36.29 ~eet; 5. North 52°15'04" East a distance of 86.37 feet; 6. North 6'?22'51" East a distance of 11&.U feet; 1. North 84°21'29" Eas:t a distance of 117 26 feet; 8. North47<134'23" Eastadistanceofll5,47 feet; 9. North 13°11'03" West a distance of93.45 feet; 10. North 15"00'21" E~t a distance ofl 77~79 feet; 11. North 06°09'04" Eastadistanceof2l3.95 feet; 12. North 26°04'58" East a distance of 82,58 feet; 13. North41°53'32" East a distanceofl66.24 feet; I 4. North 43°02'59" East a distance of 127.89 feet; 15. North 16°02152" East a distanceofl39.69.feet; 16. North 31°11'28" East a distance of 110.21 feet; 17. North 23°33'0l" Ea5t a distance of35.47 feet to a point on the west line ofthe southwest quarter of Section 25;

thence North 01°f9'17" East along the west line of the southwest quarter of Section 25 a distance 979.52 feet to the west quarter comer of Section 25; thence Sol!th 89°33'10" East along the north line of the southwest quarter of Section 25 a distance of2637.82 feet to the center quarter comer of Section 25;

'Englrieerlng Solutions to Enhance Project Value' 2725 Rocl\y Mountain Avenue, #340 • Loveland. Colorado 80538 • 970.613.1447 • 970.61.3.189"'! Fax

orange Counly • Snn Diego • San Francisco • Sacramento • Pnoeriil( • Reno • Las Vegas • Boise www.ta.lt.com

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:thence South 89~32•49;i: Ea$t along the ~orth lille ~fthe s~utb.~ ~ of S(:Ctio~.25 a diSfM.ee of 26,?S.72 feet to a-point. onth¢west right-of-wayli:iie'o:f~er County_R.riain I:Yingjp,OO:~ . weSt'·of'the eaSt ~mer c0iner.ofSectlOii 25; ihencesoirth.~p04s137'.' w~'&ion:g ~~·we_st-righ:t--Of..

.. way line of~ei,: Cpuntj. R:o;1d.I ~ diStanc.e Qf2629•68 fe¢tto fhe romtorn~~ng; . . . . . .. . . . .. . .

. ·Excq;tihat PQrtion of the :south half of sitid S~ctiori 25: de~cribed ~ follows:·

Ce>r.tttnenclng at tlJ.e·sputbeast ~er ·of ~4 Secti.ori 25; then~ North 00°48'3 7" East aiong-tb.e·east lineofthe southeaSt-quarter of Section 25 a distance of l;l68.39 feet; thence North 89°11 '23" ·west a·Qistahce of 352.56 feet to the Point of Beginning; the~ce· Sout;h. l 4°il' 13 ,; East a ·distance of 140.87 feet; the.D.ce southwest along a-curve tO. the righ! haVing a ra4i-µS ()f 310.00 feet, a central angle of38°26'09", and an·arc length of207.96 feet, the choJ:"d of·said·arc bears:South 04°5.l '~l" West.a distance of204.Q8-feet; thence soµthwest along·a curve to therigb.t-~y.ing·aradius qfl5.00 feet., a central angle of 97°47'35", anc;:l an.;u-c length of25.60 feet, the. chord of saµi:arc bears .South . 72°S8' 43" West a .distance of22~61 f~t; thence North 58°07'i9"·West a distance of4:420 feet; . thepce northw¢ aionRa curve to the right ha~g a ra#ls of 290~00 feet, a cen~ a:ngJ.e 9f · .· · 10°.il;i.4", and an an: lengthof52.42fee~ the cliordofsai9 arcbears.'tforfli 52°56'47''.WeSta ili.stimce :of 52-35 fe~t; thence North 42° l3' 55" East a distance of 1.10.00 fe¢t; thence Norlh . 39°22' 17" Westa distance of5~,57 f~ thence North 22°~4' 40" W~ a distan~·of 52.57 feet; · then~ North 0.$0 4 7;22" West a distance of 53.30 feet; thence North 00°48'3T' EaSt a di.stance of 490.00 feet; flience Nortlr89°11'23" West a distance ofl07.7$ feet; fi?.ence's()utheast along a curve to the right h~ving a radiu:s .of 90.00 feet, a cen~al angle Qf 16i='09'_20", .and ,an arc length of2Q2.57 feet, the chord of said arc bears South 82°46'03" East a,dlstance of 178~87 feet; thei:tce S-outh. · 00°48'37" West a distance of 30. 73 feet; thence southeast along .a curve to tlie left having_ a radius of240.00 f~t;. aoentral angle of 33°39' 11 .. , and an arc lei:tgt:h of14-0.97 feet, th~ chotd ohaid arc bears South 16°00'58" East a distance·of 138.95 feet; thence southweSt along a curve to the right having.a radius of 15.00 feet, a central angle of 70C!J T 44'\ and an arc length_ of 18.49 feet the chord of said arc bears South 02°28' 19" West a distance of I 7.34 feet; thence southwest along a cmye to the kft having a radius of 255.00 feet, a central angle of 52°08'24", and an arc length of 232.05 fee~ the chord ofsaid arc bears South 11°42'59" West a distance of224.I3 feet to the Point of Beginning.

The above parcel ofland contains 331.36 acres mo.re or iess.

EXHIBITC Maps of Districts

O' 600' 1200' Scale: 1 "= 600'

Districts

HflD COUNTY ROAD 73

tiighpoint1Z es tat~~

EXHIBITD Statutory Contents of this Service Plan

1. A description of the proposed services;

2. A financial plan showing how the proposed services are to be financed;

3. A preliminary engineering or architectural survey showing how the proposed services are to be provided;

4. A map of the Districts' boundaries and an estimate of the population and valuation for assessment of the Districts;

5. A general description of the facilities to be constructed and the standards of such construction, including a statement of how the facility and service standards of the Districts are compatible with facility and service standards of the Town and of municipalities and special districts which are interested parties;

6. A general description of the estimated cost of acquiring land, engineering services, legal services, administrative services, initial proposed indebtedness and estimated proposed maximum interest rates and discounts, and other major expenses related to the organization and initial operation of the Districts;

7. A description of any arrangement or proposed agreement with any political subdivision for the performance of any services between the Districts and such other political subdivisions;

8. Information satisfactory to establish that each of the following criteria as set forth in§ 32-1-203, C.R.S., has been met:

a. That there is sufficient existing and projected need for organized service in the area to be served by the Districts;

b. That the existing service in the area to be served by the Districts 1s inadequate for the present and projected needs;

c. That the Districts are capable of providing economical and sufficient service to the area within their boundaries;

d. That the area to be included in the Districts has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis;

e. That adequate service is not, or will not be available to the area through the Town, other existing municipal or quasi-municipal corporations,

including existing special districts, within a reasonable time and on a comparable basis;

f. That the facility and service standards of the Districts are compatible with the facility and service standards of the Town within which the Districts are to be located and each municipality which is an interested party under § 32-1-204(1), C.R.S.;

g. That the proposal is in substantial compliance with any master plan adopted pursuant to§ 30-28-106, C.R.S.;

h. That the proposal is in compliance with any duly adopted town, county, regional, or state long-range water quality management plan for the area; and

I. That the continued existence of the Districts will be in the best interests of the area proposed to be served.

EXHIBITE Facilities Diagrams and Estimated Capital Costs

gl-------1 ~ ~ 1--------l

~o O' 600' 1200'

Scale: 1 "= 600'

,:·'

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KEID COUNTY ROAD 1.3

Overall LSP ttighpointfl estaf{ZS

Overall plan Scale: 1 "=800'

Scale: 1"= varies

North Kiosk Scale: 1"=100

South Kiosk Scale: 1"=100'

Bus Shelter and Ki9sks, north and south

0 0 0

ttighpoinf fl estaf{ZS

i

1~

. -~"'''"'•"''·'''·".,, ""-· --':~ 0

•7,·..., ..

Pocket Park A

Basketball Scale: 1"=100'

Overall map Scale: 1 "=600'

0 0 0

0~ ,_,, _ _,,,,"""'"'~ AA 0 ----,~.'.!':".·"-"-'""''"""

e• :L-----1 e e UIT3l

LDT 34

e Pocket Park C

0 UIT 32

lnline Hockey Scale: 1"=50'

Soccer Field Scale: 1 "=120'

0 °'.... ...- ............ .- ......

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.. ....... "' .... -....... -...

Pocket parks

Scale: 1":; varies

.. .... ~ ...... "~-·-·· ....

' /

tlighpoint{l estaf{lS

~o O' 70' 140'

Scale: 1"= 70'

Clubhouse Amenity

tfighpointfl estafflS

HIGHPOINTE METRO DISTRICT BUDGET Project Name:

Highpoinle Subdivision (Plans 4-14-05)

Project Manager: Gregg Seebohm Item

Number

A

B

c

D

Work Items land, Administration & Finance Costs

ffi\i~ n ~rit;~~~ Premises Insurance MD Bond Issuance (Bernstein) MD Set Up Legat Fees (W-B-A) MD Engineering & Mapping MD Accounting & Audit MD Coordinationffransition Mgmt

Engineering Design Adj'mnts/Clarification - Engineering Design Adj'mnts/Clarification • Surveying As-Builts ·Surveying As·Builts - Engineering Drainage Certification • Surveying Drainage Certification - Engineering

Enviromental

Total

Total

Environmental Studies(Orchid,Prebles,Wildlife) Wetland Study Colorado Geologic Fee

Surveying, Testing & Mgmt. Surveying Grading Storm Sewer Concrete

Additions & Adjustments Restaking Allowance Property/RO.W. Clarifications Stake Bus Stops & Mail Drops

Additions & Adjustments . Ground Waler Evaluation

Management Cost Analysis Preparation & Budget Prep Conslruclion Management

File Name:

Quantity

Total ,

E Permits & Fees Club House

F Removals/Earthwork/Erosion On-Site Earthwork Stripping & Place Bus Stop Subgrade Prep Path Grading Backfill Curb, Guttef & WaLK Path Grading

Total

Total §l!B\. ~

Project Tiiie: Date: Highpolnte Sudivislon - Budget June 20, 2005

Hp! Budgej.(Centennial) 1.xls Page 1 0 3 Budget Budget

Unit Unit Cost Item Cost MD Cost

LS LS LS LS LS LS LS

LS LS LS LS LS LS

LS LS LS

LS LS LS

LS LS LS

LS

LS LS

LS

CY SY LF LF LF

wlland wlland wlland

.I

0.90 1.10 0.95 1.00 0.95

....

200,000.00 20,000.00 25,000.00 50,000.00 15,000.00 15,000.00 35,000.00

360,000.00

10,000.00 5,000.00 5,000.00 5,000.00 5,000.00 3,000.00

33,000.00

5,454.00 1,928.20

13,378.50

7,083.50 1,500.00 1,000.00

5,000.00

5,500.00 74,800.00

115,644.20

50,000.00 50,000.00

17,800.20 25,000.00 27,550.00 12,000.00

(16,245.00)

66,105.20

Developer Cost

HIGHPOINTE METRO DISTRICT BUDGET Project Name: Project TIHe: Date:

Highpointe Subdivision (Plans 4-14-DS) Highpointe Sudivision - Budget June 20, 2005

Project Manager: Gregg Seebohm File Name: Hpt Budget (Centennial) 1.xls Page 2o

Item Budget Budget

Number Work Items Quantity Unit Unit Cost Item Cost MD Cost

G Sanitary Sewer

H Water Service

Storm Drainage

J Concrete C&G 18• Roundabout Apron No Color 4' Walking Trail

Additions & Adjustments

8'Walk

K Asphalt Paving Striping Bus Slop

L Public Utilities (BUDGET)

M Landscape & Irrigation

Irrigation

Soil Preparation & Seeding

Trees & Shrubs

Miscellaneous Items

Steel Edging

Fencing

Pond Playground Equipment

Hardcost (Equip., Ins., Fuel)

Additions & Adjustments

Rough Grade by Others

Tap Fees (By Owner}

Meler Vault & Saddle (By Owner}

Install Taps (By Others)

Install Electrical Supply (By Others}

Perennials

Total

Total

Total

B & B Contract

Weed Control ($20/AC) 1/Mo.@ 5 Mo.-2Yr

Total

N Additional Features

Pool, Clubhouse.Tennis Courts (Design Build}

Half Court Basketball Complex

Picnic Pavlllion & Toi Lot (30-25)

Bus Shelter & Mail Kiosk

Entry Signage

5,931 LF 2,450 SF

11,900 LF

318 LF

LS

LS

LS

LS

3,210 LF

34,142 LF

1 LS

LS

LS

3,100,000 SF

3 EA 3 EA 3 EA 3 EA

LS

200 ACRE

EA 2 EA 3 EA 2 EA 2 EA

Total~""-0 Miscellaneous Items

Maintenance Landscaping

Mail Boxes

Street Signs

Stop Signs

LS

15 EA

25 EA 25 EA

8.00 5.00 6.60

225,000.00

475,847.00

251,523.00

31,972.00

3.25 g_75

250,000.00

125.000.00

104,880.00

1,807,539.00

0.01

88,000.00

650.00

1,200.00

1,200.00

75,000.00

200.00 419, 150.00

1,500,000.00

20,000.00

20,000.00

55,000.00

35,000.00

45,000.00

1,800.00

500.00

150.00

47,448.00 12,250.00 78,540.00

8,711.96

250.00

225,000.00

475,847.00

251,523.00

31,972.00

. 10,432.00

332,885.00

250,000.00

125.000.00 104,880.00

31,000.00

264,000.00

1,950.00

3,600.00

3,600.00

75,000.00

40,000.00

2,226,689.00

1,500,000.00

40,000.00

60,000.00

110,000.00

70,000.00

1, 780,000.00

45,000.00

27,000.00

12,500.00

3,750.00

BB,250.00

47,448.00 12,250.00 78,540.00

8,711.96

146,949.96

250.00

250.00

225,000.00

475,847.00

251,523.00

31,972.00

10,432.00

332,885.00

250,000.00

125,000.00

104,880.00

31,000.00

264,000.00

1,950.00

3,600.00

3,600.00

75,000.00

40,000.00

2,226,689.00

1,500,000.00

40,000.00

60,000.00

110,000.00

70,000.00

1,780,000.00

45,000.00

27,000.00

12,500.00

3,750.00

88,250_00

Developer Cost

HIGHPOINTE METRO DISTRICT BUDGET Project Name:

Highpointe Subdivision (Plans 4-14·05) Project Manager: Gregg Seebohm

Item Number

A B c D E F G H I J K L M N 0

Work Items

Totals Land, Legal & Misc. Costs Engineering Environmental Surveying, Testing & Mgmt. Permits & Fees Earthwork Sewer System Water System Storm Drainage Concrete Asphalt Paving Public Utilities Landscape & lrriga6on Additional Features Miscellaneous Items Contingencies 2% (Items D,F thru M)

Metro District Cost Phase 1 (50%) Phase 2 (40%) Phase 3& 4 (10%)

Project Total

Projecl TIUe: Date: Highpointe Sudivision • Budget June 20, 2005

File Name: Hpt Budget (Centennial) 1.xls Budget

Quantity Unit Unit Cost

$per Lot 375 Lots . 375 Lots . 375 Lots -375 Lots -375 Lots -375 Lots . 376 Lots -375 Lots -375 Lots -375 Lots -375 Lots -375 Lots -375 Lots -375 Lots -375 Lots -375 Lots . 375 Lots

Item Cost

375 Lots . . . --

Page :sot3

Budget MD Cost

360,000.00 33,000.00

-115,644.20 50,000.00 66,105.20

---

146,949.96 250.00

-2,226,689.00 1,780,000.00

88,250.00 52,8n.n

4,919,766.13

$ 2,459,883.06 $ 1,967,906.45 $ 491,976.61

$ 4,919,766.13

Developer Cost

-

EXHIBITF Combined Financial Plan

Stan Bernstein and Associates, Inc. Financial Planners and Consultants

For Local Governments, Municipal Bond Underwriters, and Real Estate Developers 8400 East Prentice Ave., Penthouse

Greenwood Village, Colorado 80111 Phone: 303-409-7611 Fax: 303-409-7612 Email: [email protected]

MEMORANDUM

TO: Ed Seier, Highpoint Vista LLC

FROM:

Alan D. Pogue, Esq., White, Bear, and Ankele

Stan Bernstein Amy Bernstein

DATE: July 18, 2005

SUBJECT: Fourth Draft - Financial Model - Highpointe Vista Metropolitan Districts #1 -#2

INTRODUCTION AND SCOPE

Stan Bernstein and Associates, Inc. has assembled Financial Models for Highpointe Vista Metropolitan Districts # 1 - #2 based upon key assumptions provided by officials of Highpoint Vista LLC. The Financial Models were assembled in order to provide a conceptual understanding of the amount of Limited Tax General Obligation Cash Flow Bonds (the "Cash Flow Bonds") that could ultimately be supported by Highpointe Vista Metropolitan District #2 (Financing District #2). The Cash Flow Bonds are assumed to be issued by Financing District #2 in exchange for Highpointe Vista Metropolitan Districts' related infrastructure costs funded by Highpoint Vista LLC (the "Developer").

It is important that officials of the District, the Developer, and White, Bear, and Ankele, Esq. understand and feel comfortable with the key assumptions that the Financial Models are based upon. It is also important that all parties understand that Stan Bernstein and Associates, Inc. has not independently reviewed or evaluated these key assumptions.

Memorandum July 18, 2005 Page ii

FUTURE RATES OF RESIDENTIAL AND COMMERCIAL BUILDOUT AND RELATED ASSESSED VALUATION

the financial planning concept is that as the construction of future residential real estate product occurs within the boundaries of Financing District #2, incremental assessed valuation will generate property tax revenues for the Financing District #2.

For financial planning purposes it is assumed that a portion of the property tax revenues generated from the 26 mills assumed to be levied by Financing District #2 will be transferred to the Service District (Service District #1) and used to pay operating and administrative costs. The property tax revenues generated from the Financing District #2 mill levy that are not transferred to Service District #1 will be available to make annual interest and principal payments on outstanding Cash Flow Bonds owned by the Developer. This draft indicates that Financing District #2 could support approximately $3,375,000 of Cash Flow Bonds.

The key assumptions with respect to future residential buildout, and related assessed valuation buildup, within the boundaries of Financing District #2 are presented in detail on Schedule 1 on page 15. The assessed valuation forecasts assume 6% inflationary increases every other year beginning in tax collection year 2010. It is assumed that any loss in residential assessed valuation caused by Gallagher related adjustments will be offset by increases to the Financing District #2 mill levy.

The Financial Models are based upon a total of 377 residential units being completed by the end of2009.

Mr. Ed Seier (Highpoint Vista LLC) has provided the information contained in Schedule I and believes these assumptions to be reasonable and appropriate to use for financial modeling purposes at this time.

IDGHPOINTE VISTA METROPOLITAN DISTRICT #1- CASH FLOW GENERAL FUND- EXHIBIT I, PAGE 1

Exhibit I presents the estimated revenues and expenditures for Highpointe Vista Metropolitan District# I ("Service District# 1 "). Key revenue sources include (i) Intergovernmental Transfers (pursuant to Intergovernmental Agreements between the Service District# land Financing District #2) of property taxes from Financing District #2 assumed to be approximately 9 mills (decreasing to 3 mills in 2013); (ii) Developer Operating Advances totaling $125,000 during years 2006 -2008 (these developer advances could be reduced if operating, maintenance, and administrative costs are less

Memorandum July 18, 2005 Page iii

than shown on Exhibit n, and (iii) Developer Infrastructure Advances converted to Cash Flow Bonds during 2006 in the amount of$3,375,000 from Financing District #2.

Operating and maintenance expenditures are presented on Exhibit I. Administrative related expenditures are estimated at $42,000 for 2006 and assume 3% annual increases for years thereafter. Storm Drainage Maintenance is estimated $3,000 for 2006 and assumes 3% annual increases. Operating and Maintenance relating to Sign.age, Monumentation, and Entry features are estimated at $3,000 for 2006 and assume 3% annual increases thereafter.

HIGHPOINTE VISTA METROPOLITAN DISTRICT #1 - CASH FLOW SWIMMING POOL FUND- EXHIBIT IA, PAGE 6

Exhibit IA presents the estimated revenues and expenditures for the proposed Swimming Pool Fund. Key revenue sources include (i) Intergovernmental Transfers (pursuant to Intergovernmental Agreements between the Service District # 1 and Financing District #2) of property taxes from Financing District #2 assumed to be 12 mills; (ii) Metro District Membership Fees calculated as a one time fee at $2,000 per lot at lot sale; and (iii) annual Pool Fees assuming approximately 53% of homes use the pool at $150 per year per home (inflated at 3% per year).

HIGHPOINTE VISTA FINANCING DISTRICT #2 - CASH FLOW - EXHIBIT II, PAGE 11

Exhibit II presents the estimated cash flow of Financing District #2 based upon the assumed rate of buildout presented on Schedule 1.

The primary revenue source is a 26.00 mill levy of which 11.0 mills (after 2012) are assumed to be retained by Financing District #2 for payment of the annual debt service relating to approximately $3.375 million of developer owned Cash Flow Bonds (it is possible that these Cash Flow Bonds could be refunded by non-rated general obligation bonds issued by Financing District #2 although this scenario has not been modeled). Approximately 3.0 mills (after 2012) are assumed to be transferred to Service District #1-General Fund for operations and administration pursuant to an IGA and approximately 12.0 mills are assumed to be transferred to Service District #1 - Swimming Pool Fund.

Memorandum July 18, 2005 Page iv

The Cash Flow Bonds debt service schedule, and related schedule of unpaid interest on the Cash Flow Bonds, is also presented on Exhibit IL It is assumed that the Cash Flow Bonds will be issued on December 1, 2006 in the approximate amount of $3.375 million. Average interest rates of 7.0% and 30-year amortization have been assumed. Exhibit I indicates all Cash Flow Bonds could be redeemed, and all unpaid interest payments made, by December 31, 2037 (unpaid interest payments on the Cash Flow Bonds are assumed not to accrue interest).

DISCLAIMER AND LIMITATIONS The Financial Models were assembled by Stan Bernstein and Associates, Inc. based upon key assumptions provided by officials of the Districts and the Developer. Stan Bernstein and Associates, Inc. has not independently evaluated or reviewed these key assumptions and, consequently, does not vouch for the achievability of the information presented on Exhibits I, IA, or II or on Schedules 1 - 2. 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 Exhibits I, IA and II and on Schedules 1 - 2. · Stan Bernstein and Associates, Inc. has no responsibility or obligation to update this information or these Financial Models for events occurring after the date of this memorandum.

The actual amount of Cash Flow Bonds that could be supported by Financing Districts #2 will depend on the rate ofbuildout and the related increases in assessed valuation, interest rates, and the actual amounts needed to pay for the Metropolitan Districts' administrative and operating expenses.

EXHIBIT I (SERVIC...~ ...1ISTRICT #1) WORKING DRAFT

HIGHPOINTE VISTA METROPOLITAN DISTRICT #1 SUBJECT TO REVISION

CASH FLOW FORECASTS ·GENERAL FUND 18-Jul-05

FOR THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036 SEE CONSULTANTS' DISCLAIMER

KEY ASSUMPTIONS 2005 2006 2007 2008 2009 2010 2011 2012

ASSESSED VALUATION - HVMD #1 Q 5.000 5.000 5,000 5.000 5.000 5,000 5,000

INCREMENTAL RESIDENTIAL UNITS ADDED - HVMD #2 (SCH. 1) i 75 ill 120 61 Q Q Q CUMULATIVE RESIDENTIAL UNITS - HVMD #2 z 77 196 316 377 377 377 377

ASSESSED VALUATION HVMD #2 (SCH. 1) Q 100.000 506.960 3,392,460 9,032,120 15,598,494 18,9Z6,162 20,114,732

ASSUMED MILL LEVY TRANSFER FROM HVMD #2 0.00 0.00 9 00 9.00 7.00 4.00 4.00 4.00

CASH FLOW

REVENUES 2005 2006 2007 2008 2009 2010 2011 2012

PROPERTY TAXES 0 175 175 175 175 175 175 175 SPECIFIC OWNERSHIP TAXES @ 6% OF PROPERTY TAXES 0 11 11 11 11 11 11 11 IGA PROPERTY TAX TRANSFERS FROM HVMD #2 0 0 4,563 30,532 63,225 62,394 75,905 80,459 DEVELOPER ADVANCE (LTD. G.O. CASH FLOW BONDS) HVMD #2 0 3,375,000 0 0 0 0 0 0 DEVELOPER OPERATING ADVANCE 0 50,000 50,000 25,000 0 0 0 0 INTEREST EARNINGS @ 2% OF BEG.FUND~ Q Q ~ 69 124 302 434 805

TOTAL REVENUES Q 3,425, 186 54.752 55,786 63,534 62,881 76,524 81.449

EXPENDITURES OPERATING EXPENDITURES (+3%/YR)

ADMINISTRATIVE COSTS 0 42,000 43,260 44,558 45,895 47,271 48,690 50, 150 STORM DRAINAGE MAINTENANCE 5,000 5,150 5,305 5,464 5,628 5,796 5,970 OPERATING & MAINTENANCE - SIGNAGE, MONUMENTATIONS, ENTRY Q 3,000 3,090 3,183 3.278 3,377 3.478 3.582

TOTAL OPERATING EXPENDITURES Q 50,000 51,500 53,045 54,636 56,275 57.964 59,703

TOTAL CAPITAL INFRASTRUCTURE EXP FUNDED FROM BONDS Q 3,375,000 Q Q Q Q Q Q

TOTAL EXPENDITURES Q 3,425.000 51,500 53,045 54,636 56,275 5Z.964 59,703

EXCESS REVENUES & BONDS OVER EXPENDITURES Q 186 3,252 2,741 8.898 6,606 18.560 21,747

BEGINNING FUND BALANCE· JANUARY 1 Q Q 186 3.437 6.179 15.076 ~ 40,242

ENDING FUND BALANCE - DECEMBER 31 Q 186 3,437 6,179 15,076 21,682 40,242 61,989

Stan Bernstein and Associates, Inc.

EXHIBIT I (SERVIC1:. iJISTRICT #1) HIGHPOINTE VISTA METROPOLITAN DISTRICT #1 CASH FLOW FORECASTS ·GENERAL FUND FOR THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036

KEY ASSUMPTIONS 2013 2014 2015 2016 2017 2018 2019 2020

ASSESSED VALUATION - HVMD #1 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 INCREMENTAL RESIDENTIAL UNITS ADDED· HVMD #2 (SCH. 1) Q. Q. Q. Q. Q. Q. Q. Q. CUMULATIVE RESIDENTIAL UNITS· HVMD #2 377 377 377 377 377 377 377 377 ASSESSED VALUATION HVMD #2 (SCH. 1) 20,114,732 21,321,616 21,321,616 22,600,913 22,f!00,913 23,956,968 23,956,968 25,394,386 ASSUMED MILL LEVY TRANSFER FROM HVMD #2 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00

CASH FLOW

REVENUES 2013 2014 2015 2016 2017 2016 2019 2020

PROPERTY TAXES 175 175 175 175 175 175 175 175 SPECIFIC OWNERSHIP TAXES @ 6% OF PROPERTY TAXES 11 11 11 11 11 11 11 11 IGA PROPERTY TAX TRANSFERS FROM HVMD #2 60,344 63,965 63,965 67,803 67,803 71,871 71,871 76,183 DEVELOPER ADVANCE (LTD. G.O. CASH FLOW BONDS) HVMD #2 0 0 0 0 0 0 0 0 DEVELOPER OPERATING ADVANCE 0 0 0 0 0 0 0 0 INTEREST EARNINGS @ 2% OF BEG.FUND~ 1,240 1,245 1,286 1,290 1,332 1,334 1,376 1,376

TOTAL REVENUES 61,769 65,396 65,437 69,279 69,320 73,391 73,433 77,745

EXPENDITURES OPERATING EXPENDITURES (+3%/YR)

ADMINISTRATIVE COSTS 51,655 .53,204 54,800 56,444 58, 138 59,882 61,678 63,529 STORM DRAINAGE MAINTENANCE 6,149 6,334 6,524 6,720 6,921 7,129 7,343 7,563 OPERATING & MAINTENANCE • SIGNAGE, MONUMENTATIONS, ENTRY 3,690 3,800 3,914 4,032 4,153 4,277 4,406 4,538

TOTAL OPERATING EXPENDITURES 61,494 63,339 65,239 67,196 69,212 71,288 73,427 75,629

TOTAL CAPITAL INFRASTRUCTURE EXP FUNDED FROM BONDS Q Q Q Q Q Q Q Q

TOTAL EXPENDITURES 61,494 63,339 65,239 67,196 69,212 71,288 73,427 75,629

EXCESS REVENUES & BONDS OVER EXPENDITURES 276 2,057 198 2,083 109 2,103 2 2,116

BEGINNING FUND BALANCE· JANUARY 1 61,989 62,264 64,322 64,520 66,602 66,711 68,814 68,820

ENDING FUND BALANCE ·DECEMBER 31 62,264 64,322 64,520 66,602 66,711 68,814 68,820 70,935

Stan Bernstein and Associates, Inc. 2

:XHIBIT I (SERVIC._ .• STRICT #1) ·llGHPOINTE VISTA METROPOLITAN DISTRICT #1 :ASH FLOW FORECASTS - GENERAL FUND =oR THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036

{EY ASSUMPTIONS 2021 2022 2023 2024 2025 2026 2027 2028

\SSESSED VALUATION - HVMD #1 5.000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 NCREMENTAL RESIDENTIAL UNITS ADDED - HVMD #2 (SCH. 1) Q Q Q Q Q Q Q Q :UMULATIVE RESIDENTIAL UNITS - HVMD #2 377 377 377 377 377 377 377 377

\SSESSED VALUATION HVMD #2 (SCH. 1) 25,394,386 26,918,049 26,918,049 28,533,132 28,533,132 30,245,120 30,245,120 32,059,827

t\SSUMED MILL LEVY TRANSFER FROM HVMD #2 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00

CASH FLOW

REVENUES 2d21 2022 2023 2024 2025 2026 2027 2028

PROPERTY TAXES 175 175 175 175 175 175 175 175 SPECIFIC OWNERSHIP TAXES @ 6% OF PROPERTY TAXES 11 11 11 11 11 11 11 11 IGA PROPERTY TAX TRANSFERS FROM HVMD #2 76, 183 80,754 80,754 85,599 85,599 90,735 90,735 96,179 DEVELOPER ADVANCE (LTD. G.O. CASH FLOW BONDS) HVMD #2 0 0 0 0 0 0 0 0 DEVELOPER OPERATING ADVANCE 0 0 0 0 0 0 0 0 INTEREST EARNINGS @ 2% OF BEG.FUNm 1 419 1,416 1,459 1,454 1,496 1,488 1,531 1.519

TOTAL REVENUES 77,787 82.356 82,399 87,239 87,281 92.409 92,451 97.884

EXPENDITURES

OPERATING EXPENDITURES (+3%/YR) ADMINISTRATIVE COSTS 65,435 67,398 69,420 71,502 73,647 75,857 78,132 80,476 STORM DRAINAGE MAINTENANCE 7,790 8,024 8,264 8,512 8,768 9,031 9,301 9,581 OPERATING & MAINTENANCE - SIGNAGE, MONUMENTATIONS, ENTRY 4.674 4.814 4.959 5,107 5,261 5.418 5.581 5,748

TOTAL OPERATING EXPENDITURES 77,898 80.235 82.642 85.122 87,675 90,306 93.015 95,805

TOTAL CAPITAL INFRASTRUCTURE EXP FUNDED FROM BONDS Q Q Q Q Q Q Q Q

TOT AL EXPENDITURES 77,898 80,235 82,642 85, 122 87.675 90,306 93,015 95,805

EXCESS REVENUES & BONDS OVER EXPENDITURES !1111 2,121 (244) 2,117 (3941 2.104 (563) 2,079

BEGINNING FUND BALANCE - JANUARY 1 70.935 70.824 72.945 72.701 74,818 74,424 76,528 75.965

ENDING FUND BALANCE - DECEMBER 31 70,824 72,945 72,701 74,818 74,424 76,528 75,965 78,044

Stan Bernstein and Associates, Inc. 3

EXHIBIT I (SERVICt.o ulSTRICT #1) HIGHPOINTE VISTA METROPOLITAN DISTRICT #1 CASH FLOW FORECASTS ·GENERAL FUND FOR THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036

KEY ASSUMPTIONS 2029 2030 2031 2032 2033 2034 2035 2036

ASSESSED VALUATION - HVMD #1 5,000 5.000 5,000 5.000 5.000 5.000 5.000 5,000

INCREMENTAL RESIDENTIAL UNITS ADDED- HVMD #2 (SCH. 1) Q Q Q Q Q Q Q Q CUMULATIVE RESIDENTIAL UNITS - HVMD #2 377 377 377 377 377 377 377 377

ASSESSED VALUATION HVMD #2 (SCH. 1) 32,059,827 33,983,417 33,983,417 36,022,422 ~§.Q22,422 38,183,767 38,183,767 40,~74,793

ASSUMED MILL LEVY TRANSFER FROM HVMD #2 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00

CASH FLOW

REVENUES 2029 2030 2031 2032 2033 2034 2035 2036

PROPERTY TAXES 175 175 175 175 175 175 175 175 SPECIFIC OWNERSHIP TAXES @ 6% OF PROPERTY TAXES 11 11 11 11 11 11 11 11 IGA PROPERTY TAX TRANSFERS FROM HVMD #2 96,179 101,950 101,950 108,067 108,067 114,551 114,551 121,424 DEVELOPER ADVANCE (LTD. G.0. CASH FLOW BONDS) HVMD #2 0 0 0 0 0 0 0 0 DEVELOPER OPERATING ADVANCE o 0 0 o 0 0 0 0 INTEREST EARNINGS@ 2% OF BEG.FUNm 1.561 1,546 1,587 1,567 1,607 1,583 1,622 1,592

TOTAL REVENUES 97,926 103,682 103,722 109,820 109,860 116,320 116,358 123,202

EXPENDITURES OPERATING EXPENDITURES (+3%/YR)

ADMINISTRATIVE COSTS 82,891 95;377 87,939 90,577 93,294 96,093 98,976 101,945 STORM DRAINAGE MAINTENANCE 9,868 10,164 10,469 10,783 11, 106 11,440 11,783 12, 136 OPERATING & MAINTENANCE - SIGNAGE, MONUMENTATIONS, ENTRY 5,921 6,098 6,281 6,470 6,664 6,864 7,070 7,282

TOTAL OPERATING EXPENDITURES 98,679 101,640 104,689 107,830 111,064 114,396 117,828 121,363

TOTAL CAPITAL INFRASTRUCTURE EXP FUNDED FROM BONDS Q Q Q Q Q Q Q Q

TOTAL EXPENDITURES 98,679 101,640 104,689 107,830 111,064 114,396 117,828 121,363

EXCESS REVENUES & BONDS OVER EXPENDITURES (753) 2,042 m§fil 1J?fil (1,205) 1,923 (1.470) ~

BEGINNING FUND BALANCE· JANUARY 1 78,044 77,290 79,332 78,366 80,356 79, 152 81,075 79,605

ENDING FUND BALANCE· DECEMBER 31 77,290 79,332 78,366 80,356 79,152 81.075 79,605 81,444

Stan Bernstein and Associates, Inc. 4

EXHIBIT I (SERVl1.. .JISTRICT #1) HIGHPOINTE VISTA METROPOLITAN DISTRICT #1 CASH FLOW FORECASTS - GENERAL FUND FOR THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036

KEY ASSUMPTIONS ASSESSED VALUATION - HVMD #1 INCREMENTAL RESIDENTIAL UNITS ADDED - HVMD #2 (SCH. 1) CUMULATIVE RESIDENTIAL UNITS - HVMD #2 ASSESSED VALUATION HVMD #2 (SCH. 1) ASSUMED MILL LEVY TRANSFER FROM HVMD #2

CASH FLOW

REVENUES PROPERTY TAXES SPECIFIC OWNERSHIP TAXES@ 6% OF PROPERTY TAXES IGA PROPERTY TAX TRANSFERS FROM HVMD #2 DEVELOPER ADVANCE (LTD. G.O. CASH FLOW BONDS) HVMD #2 DEVELOPER OPERATING ADVANCE INTEREST EARNINGS @ 2% OF BEG.FUND~

TOT AL REVENUES

EXPENDITURES OPERATING EXPENDITURES (+3%/YR)

ADMINISTRATIVE COSTS STORM DRAINAGE MAINTENANCE OPERATING & MAINTENANCE - SIGNAGE, MONUMENTATIONS, ENTRY

TOTAL OPERATING EXPENDITURES

TOTAL CAPITAL INFRASTRUCTURE EXP FUNDED FROM.BONDS

TOTAL EXPENDITURES

EXCESS REVENUES & BONDS OYER EXPENDITURES

BEGINNING FUND BALANCE - JANUARY 1

ENDING FUND BALANCE - DECEMBER 31

Stan Bernstein and Associates, Inc.

TOTALS

377 377

TOTALS 5,425

326 2,414, 163 3,375,000

125,000 36,664

5.956.578

2, 100, 112 250,013 150.008

2.500,134

3.375 000

5,875.134

81 444

Q

81.444

5

XHIBIT IA. SWIMMING POOL OPERATING FUND (SERVICE DISTRICT #1) WORKING DRAFT

IGHPOINTE VISTA METROPOLITAN DISTRICT #1 SUBJECT TO REVISION

ASH FLOW FORECASTS 18-Jul-05

OR THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036 SEE CONSULTANTS' DISCLAIMER

EY ASSUMPTIONS 2005 2006 2007 2008 2009 2010 2011 2012

JCREMENTAL RESIDENTIAL UNITS ADDED· HVMD #2 (SCH. 1) ~ 75 ill 120 61 Q Q Q UMULATIVE RESIDENTIAL UNITS - HVMD #2 ~ 77 196 316 377 377 377 377 SSESSED VALUATION HVMD #2 (SCH. 1) Q 100.000 506.960 3,392,460 9,032,120 15,598,494 18,976,162 20,114,732 HASE I LOT SALES (128) 64 64 Q Q Q Q Q Q HASE II LOT SALES (98) Q 98 Q Q Q Q Q Q HASE Ill/IV LOT SALES (100) Q Q 50 50 Q Q Q Q HASE Ill/IV LOT SALES (49) Q Q 24 25 Q Q Q Q XISTING LOT SALES (2) f. Q Q Q Q Q Q Q SSUMED MILL LEVY TRANSFER FROM HVMD #2 0.00 0.00 12.00 .1kQQ 12.00 12,00 12.00 12.00 SSUMED #OF HOMES FOR ANNUAL POOL FEES (53%) 0.00 1.06 40.81 103.88 167.48 199.81 199.81 199.81 SSUMED ANNUAL SWIMMING POOL FEES (INFLATED ANNUALLY@ 3%) 0.00 150.00 154.50 159.14 163.91 168.83 173.89 179.11

'ASH FLOW

.EVENUES 2005 2006 2007 2008 2009 2010 2011 2012 IGA PROPERTY TAX TRANSFERS FROM HVMD #2 0 0 6,084 40,710 108,385 187,182 227,714 241,377 METRO DISTRICT MEMBERSHIP FEE (ONE-TIME@ $2,000/LOT@ LOT SALE 132,000 324,000 148,000 150,000 0 0 0 0 POOL FEES (ASSUME 53% OF HOMES@ $150/HOME) 0 159 6,305 16,531 27,451 33,733 34,745 35,788 DEVELOPER OPERATING ADVANCE 0 0 0 0 0 0 0 0 INTEREST EARNINGS@ 2% OF BEG.FUNDS Q 2,640 9,176 8,067 7.686 5,675 5,120 5,233

TOT AL REVENUES 132,000 326,799 169,565 215,308 143,523 226,590 267,580 282,398

XPENDITURES ·POOL ONLY (3% annual increases) MANAGEMENT 0 0 95,000 97,850 100,786 103,809 106,923 110,131 MAINTENANCE 0 0 104,000 109,200 114,660 120,393 124,005 127,725 POOUCLUBHOUSE Q Q 26,000 27,300 28,665 30,098 31,001 31,931

TOTAL OPERATING EXPENDITURES Q Q 225,000 234,350 244, 111 254.300 261,929 269,787

TOTAL EXPENDITURES Q Q 225,000 234,350 244, 111 254,300 261,929 269.787

XCESS REVENUES & BONDS OVER EXPENDITURES 132,000 326,799 (55.435) (19.042) (100,587) (27,711) 5,650 12,611

EGINNING FUND BALANCE· JANUARY 1 Q 132,000 458,799 403.364 384,321 283,734 256,024 261.674

NDING FUND BALANCE - DECEMBER 31 132,000 458,799 403,364 384,321 283,734 256,024 261,674 274.285 .

Stan Bernstein and Associates, Inc. 6

l(HIBIT IA. SWIMMING POOL OPERATING FUND (SERVICE DISTRICT #1) IGHPOINTE VISTA METROPOLITAN DISTRICT #1 II.SH FLOW FORECASTS JR THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036

EY ASSUMPTIONS 2013 2014. 2015 2016 2017 2018 2019 2020

ICREMENTAL RESIDENTIAL UNITS ADDED· HVMD #2 (SCH. 1) Q Q Q Q Q Q Q Q

UMULATIVE RESIDENTIAL UNITS - HVMD #2 377 377 377 377 377 377 377 377

SSESSED VALUATION HVMD #2 (SCH. 1) 20,114,732 21,321,616 21,321,616 22,600,913 22,600,913 23,956,968 23,956,968 25,394,386

HASE I LOT SALES (128) Q Q Q Q Q Q Q Q

HASE II LOT SALES (98) Q Q Q Q Q Q Q Q HASE Ill/IV LOT SALES (100) Q Q Q Q Q Q Q Q HASE Ill/IV LOT SALES (49) Q Q Q Q Q Q Q Q X.ISTING LOT SALES (2) Q Q Q Q Q Q Q Q SSUMED MILL LEVY TRANSFER FROM HVMD #2 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00 SSUMED #OF HOMES FOR ANNUAL POOL FEES (53%) 199.81 199.81 199.81 199.81 199.81 199,81 199.81 mJU. SSUMED ANNUAL SWIMMING POOL FEES (INFLATED ANNUALLY@ 3%) 184.48 190.02 195.72 201.59 207.64 213.86 220.28 226.89

ASH FLOW

EVENUES 2013 2014 2015 2016 2017 2018 2019 2020

IGA PROPERTY TAX TRANSFERS FROM HVMD #2 241,377 255,859 255,859 271,211 271,211 287,484 287,484 304,733 METRO DISTRICT MEMBERSHIP FEE (ONE-TIME@ $2,000/LOT @ LOT SALE 0 0 0 0 0 0 0 0 POOL FEES (ASSUME 53% OF HOMES@ $150/HOME) 36,861 37,967 39,106 40,279 41,488 42,732 44,014 45,335 DEVELOPER OPERATING ADVANCE 0 0 0 0 0 0 0 0 INTEREST EARNINGS @ 2% OF BEG.FUNDS 5.486 5,603 5,867 5,987 6,264 6,388 6,677 6,805

TOTAL REVENUES 283,724 299,429 300,832 317,477 318,962 336,604 338,175 356,872

XPENDITURES ·POOL ONLY {3% annual in!<reases) MANAGEMENT 113,435 116,838 120,343 123,953 127,672 131,502 135,447 139,511 MAINTENANCE 131,557 135,503 139,568 143,756 148,068 152,510 157,086 161,798 POOUCLUBHOUSE 32,889 33.,876 34,892 35.939 37,017 38.128 39.271 40,450

TOTAL OPERATING EXPENDITURES 277,881 286.217 294,804 303,648 312.757 322,140 331.804 341,758

TOTAL EXPENDITURES 277.881 286.217 294.804 303.648 312.757 322.140 331.804 341,758

XCESS REVENUES & BONDS OVER EXPENDITURES 5.843 13.212 6.028 13.830 6.205 14,464 6,371 1Q..lli

EGINNING FUND BALANCE· JANUARY 1 274.285 280,127 ~ ~ ~ ~ ~- ~

NDING FUND BALANCE - DECEMBER 31 280, 127 293,339 299.368 313. 197 319.402 333.866 340,237 355.351 .

Stan Bernstein and Associates, Inc. 7

<HIBIT IA-SWIMMING POOL OPERATING FUND (SERVICE DISTRICT #1) GHPOINTE VISTA METROPOLITAN DISTRICT #1 !\SH FLOW FORECASTS )R THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036

E'Y ASSUMPTIONS 2021 2022 2023 2024 2025 2026 2027 2028

CREMENTAL RESIDENTIAL UNITS ADDED - HVMD #2 (SCH. 1) Q Q Q Q Q Q Q Q

l.JMULATIVE RESIDENTIAL UNITS - HVMD #2 377 377 377 377 377 377 377 377

5SESSED VALUATION HVMD #2 (SCH. 1) 25,394,386 26,918,049 26,918,049 28,533,132 28,533,132 30,245,120 30,245,120 32,059,827

-!ASE I LOT SALES (128) Q Q Q Q Q Q Q Q -!ASE II LOT SALES (98) Q Q Q Q Q Q Q Q -!ASE Ill/IV LOT SALES (100) Q Q Q Q Q Q Q Q -!ASE Ill/IV LOT SALES (49) Q Q Q Q Q Q Q Q )(ISTING LOT SALES (2) Q Q Q Q Q Q Q Q SSUMED MILL LEVY TRANSFER FROM HVMD #2 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00 SSUMED #OF HOMES FOR ANNUAL POOL FEES (53%) 199.81 199.81 199.81 199.81 199.81 199.81 199.81 199.81 SSUMED ANNUAL SWIMMING POOL FEES (INFLATED ANNUALLY@ 3%) 233.70 240.71 247.93 255.36 263.03 270.92 279.04 287.42

ASH FLOW

EVENUES 2021 2022 2023 2024 2025 2026 2027 2026 IGA PROPERTY TAX TRANSFERS FROM HVMD #2 304,733 323,017 323,017 342,398 342,398 362,941 362,941 384,718 METRO DISTRICT MEMBERSHIP FEE (ONE-TIME@ $2,000/LOT@ LOT SALE 0 0 0 0 0 0 0 0 POOL FEES (ASSUME 53% OF HOMES@ $150/HOME) 46,695 48,095 49,538 51,024 52,555 54,132 55,756 57,428 DEVELOPER OPERATING ADVANCE 0 0 0 0 0 0 0 0 INTEREST EARNINGS @ 2% OF BEG.FUNDS 7,107 7,237 7,553 7,686 8,015 8,151 8.494 8,631

TOTAL REVENUES 358.534 378,350 380,108 401, 108 402.968 425,224 427,191 450.778

XPENDITURES - POOL ONLY (3°6 annual increases} MANAGEMENT 143,696 148,007 152,447 157,021 161,731 166,583 171,581 176,728 MAINTENANCE 166,652 171,652 176,801 182, 105 187,568 193,195 198,991 204,961 POOUCLUBHOUSE 41,663 42.913 44,200 45,526 46.892 48,299 49.748 51,240

TOTAL OPERATING EXPENDITURES 352,011 362,571 373.449 384.652 396.192 408,077 420,320 432,929

TOTAL EXPENDITURES 352.011 362,571 373.449 384,652 396.192 408,077 420,320 432,929

XCESS REVENUES & BONDS OVER EXPENDITURES 6,523 15,778 6,659 16.456 6,777 17147 6.871 17,848

EGINNING FUND BALANCE - JANUARY 1 355,351 361,874 377,652 384,311 . 400,767 407,544 424,691 431.562

NDING FUND BALANCE - DECEMBER 31 361,874 377.652 384,311 400,767 407,544 424,691 431.562 449.411 .

Stan Bernstein and Associates, Inc. 8

CHIBIT IA-SWIMMING POOL OPERATING FUND (SERVICE DISTRICT #1) GHPOINTE VISTA METROPOLITAN DISTRICT #1 ~SH FLOW FORECASTS >R THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036

:'Y ASSUMPTIONS 2029 2030 2031 2032 2033 2034 2035 2036

CREMENTAL RESIDENTIAL UNITS ADDED- HVMD #2 (SCH. 1) Q Q Q Q Q Q Q Q JMULATIVE RESIDENTIAL UNITS - HVMD #2 377 377 377 377 377 377 377 377

>SESSED VALUATION HVMD #2 (SCH. 1) 32,059,827 33,983,417 33,983,417 36,022,422 36,022,422 38,183,767 38,183,767 40,474,793

-!ASE I LOT SALES (128) Q Q Q Q Q Q Q Q

-tASE II LOT SALES (98). Q Q Q Q Q Q Q Q -!ASE Ill/IV LOT SALES (100) Q Q Q Q Q Q Q Q

-!ASE Ill/IV LOT SALES (49) Q Q Q Q Q Q Q Q <!STING LOT SALES (2) Q Q Q Q Q Q Q Q iSUMED MILL LEVY TRANSFER FROM HVMD #2 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00 iSUMED # OF HOMES FOR ANNUAL POOL FEES (53%) 199.81 199.81 199.81 199.81 199.81 199.81 199.81 199.81 iSUMED ANNUAL SWIMMING POOL FEES (INFLATED ANNUALLY@ 3%) 296.04 304.92 314.07 323.49 333.19 343.19 353.48 364.09

~SH FLOW

:VENUES 2029 2030 2031 2032 2033 2034 2035 2036 IGA PROPERTY TAX TRANSFERS FROM HVMD #2 384,718 407,801 407,801 432,269 432,269 458,205 458,205 485,698 METRO DISTRICT MEMBERSHIP FEE (ONE-TIME@ $2,000/LOT@ LOT SALE 0 0 0 0 0 0 0 0 POOL FEES (ASSUME 53% OF HOMES@ $150/HOME) 59,151 60,926 62,754 64,636 66,575 68,573 70,630 72,749 DEVELOPER OPERATING ADVANCE 0 0 0 0 0 0 0 0 INTEREST EARNINGS @ 2% OF BEG.FUNDS 8,988 9.127 9.498 9,638 10,023 10,163 10,563 10,702

TOTAL REVENUES 452,857 477,854 480,053 506,543 508.868 536,941 539,398 569,148

<PENDITURES - POOL ONLY (3% annual Increases} MANAGEMENT 182,030 187,491 193,115 198,909 204,876 211,022 217,353 223,874 MAINTENANCE 211,110 217,443 223,966 230,685 237,606 244,734 252,076 259,638 POOUCLUBHOUSE 52,777 54.361 55,992 57,671 59.402 61,184 63,019 64,910

TOTAL OPERATING EXPENDITURES 445,917 459,295 473,073 487,266 501,884 516,940 532.448 548.422

TOTAL EXPENDITURES 445,917 459,295 473,073 487.266 501.884 516,940 532.448 548,422

<CESS REVENUES & BONDS OVER EXPENDITURES 6,940 18,559 6,979 19,277 6.984 20,001 6,950 20,726

:GINNING FUND BALANCE - JANUARY 1 449,411 456.351 474,910 481,890 501.167 508, 151 528,152 535,101

rnlNG FUND BALANCE - DECEMBER 31 456,351 474,910 481,890 501, 167 508, 151 528,152 535,101 555,828

Stan Bernstein and Associates, Inc. 9

l(HIBIT IA. SWIMMING POOL OPERATING FUND (SERVICE DISTRICT #1) ',GHPOINTE VISTA METROPOLITAN DISTRICT #1 6.SH FLOW FORECASTS JR THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036

E'Y ASSUMPTIONS

ICREMENTAL RESIDENTIAL UNITS ADDED· HVMD #2 (SCH. 1) UMULATIVE RESIDENTIAL UNITS· HVMD #2 5SESSED VALUATION HVMD #2 (SCH. 1) -!ASE I LOT SALES (128) -!ASE II LOT SALES (98) -!ASE Ill/IV LOT SALES (100) -!ASE Ill/IV LOT SALES (49) l(ISTING LOT SALES (2) 3SUMED MILL LEVY TRANSFER FROM HVMD #2 3SUMED #OF HOMES FOR ANNUAL POOL FEES (53%) 3SUMED ANNUAL SWIMMING POOL FEES (INFLATED ANNUALLY@ 3%)

ASH FLOW

EVENUES IGA PROPERTY TAX TRANSFERS FROM HVMD #2 METRO DISTRICT MEMBERSHIP FEE (ONE-TIME@ $2,000/LOT@ LOT SALE POOL FEES (ASSUME 53% OF HOMES @ $150/HOME) DEVELOPER OPERATING ADVANCE INTEREST EARNINGS @ 2% OF BEG.FUNDS

TOT AL REVENUES

l(PENDITURES ·POOL ONLY (3% annual increases) MANAGEMENT MAINTENANCE POOUCLUBHOUSE

TOTAL OPERATING EXPENDITURES

TOTAL EXPENDITURES

<CESS REVENUES & BONDS OVER EXPENDITURES

:GINNING FUND BALANCE· JANUARY 1

~DING FUND BALANCE· DECEMBER 31

Stan Bernstein and Associates, Inc.

TOTALS 377 377

128 98

100 49

~

TOTALS 9,199,796

754,000 1,423,712

0 234.252

11,611,761

4,519,664 5,229,015 1,307.254

11,055,933

11,055,933

555.828

Q

555,828

10

l<HIBIT 11 (RESIDE),. 'I NANCI NG DISTRICT #2) WORKING DRAFT

IGHPOINTE VISTA Mt::.1 rtOPOLITAN DISTRICT #2 SUBJECT TO REVISION

II.SH FLOW FORECASTS 18-Jul-05

JR THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036 SEE CONSULTANTS' DISCLAIMER

EY ASSUMPTIONS 2005 £.!!.Qi 2007 ~ ~ 2010 6.Q.11 2012 2013

SSESSED VALUATION (SCH. 1) Q 100.000 506.960 3.392.460 9,032,120 1 :;!,598,494 18,976, 162 20, 114.732 20,114,732

JTAL DISTRICT MILL LEVY 0.00 0.00 26.00 26.00 26.00 26.00 26.00 26.00 26.00

SSUMED MILL LEVY TRANSFER TO HVMD #1 FOR OPS 0.00 0.00 9.00 9.00 7.00 4.00 4.00 4.00 3.00

SSUMED MILL LEVY TRANSFER TO HVMD #1 FOR POOL 0.00 Q.QQ 12.00 12.00 12.00 12.00 12.00 12.00 12.00

ICREMENTAL RESIDENTIAL UNITS ADDED (SCH. 1) f. 75 lli 120 §1 Q Q Q Q

UMULATIVE RESIDENTIAL UNITS (SCH. 1) f. 11. ll§. 316 377 377 377 377 377

ASH FLOW ·.,

EVENUES Wi 2006 2007 ~ 2009 2010 2011 2012 2013

PROPERTY TAXES 0 0 13,161 86,204 234,635 405,561 493,380 522,983 522,983 SPECIFIC OWNERSHIP TAXES@ 6% OF PROPERTY TAXES 0 0 791 5,292 14,090 24,334 29,603 31,379 31,379 LTD. G.0. CASH FLOW BONDS 0 3,375,000 0 0 0 0 0 0 0 INTEREST EARNINGS @ 2% OF BEGINNING FUNDS Q Q Q ll ill 219 386 485 ill.

TOTAL REVENUES Q 3,375,000 13,972 93,515 249,036 430, 113 523,369 554,847 554,994

XPENDITURES IGA PAYMENT TO HVMD #1 FOR OPS (SERVICE DISTRICT) 0 0 4,563 30,532 63,225 62,394 75,905 80,459 60,344 IGA PAYMENT TO HVMD #1 FOR POOL OPS (SERVICE DISTRICT) 0 0 6,084 40,710 108,385 187,182 227,714 241,377 241,377 COUNTY TREASURER 3.0% COLLECTION FEE 0 0 395 2,646 7,045 12, 167 14,801 15,689 15,689 ADMINISTRATIVE ALLOWANCE Q Q 2,000 5.000 5.000 5,000 5,000 5,000 5,000

TOTAL EXPENDITURES Q Q 13,042 78,886 163,655 266,743 323.420 342,525 322,410

RANSFER OF NET BOND PROCEEDS TO HVMD #1 FOR CAPITAL IMPROVEMENTS Q 3,375,000 Q Q Q Q Q Q Q

LTD. G.O. CASH FLOW BONDS SERIES 12/1/2006@ 7.0%

[email protected]% 0 0 0 10,000 60,000 155,000 195,000 205,000 225,000 PRINCIPAL REDUCTION Q Q Q Q Q Q Q Q Q TOTAL DEBT SERVICE Q Q Q 10,000 60,000 155,000 195,000 205,000 225,000 LTD. G.O. CASH FLOW BONDS OUTSTANDING@ 12/31 Q 3.375,000 3,375.000 3,375,000 3,375,000 3,375.0@ :i.375,000 3,375.000 3.375.000

REPAYMENT TO DEVELOPER OF UNPAID INTEREST Q Q Q Q Q Q Q Q Q

TOTAL EXPEND INCLUD. DEBT SERVICE & CAPITAL IMPROVEMENTS Q 3,375.000 13,042 88,888 243,655 421,743 516.420 547,525 547.410

XCESS REVENUES & BONDS OVER EXPENDITURES Q Q 930 4,627 5,381 8,371 4,949 7,322 7,583

EGINNING FUND BALANCE ·JANUARY 1 Q Q Q 930 5,557 10,936 19,309 24,258 31.580

NDING FUND BALANCE· DECEMBER 31 Q Q 930 5.557 10.938 19,309 24.258 31,580 39.163

OTAL LTD. G.O. CASH FLOW BONDS OUTSTANDING@ 12/31 Q 3,375,000 3,375,000 3,375,000 3,375,000 3,375,000 3,375,000 3,375,000 3,375,000 TD. G.O. CASH FLOW BONDS UNPAID INTEREST OUTSTANDING Q Q 236.250 226,250 176,250 81 ,250 41,250 31,250 11,250 TD. G.O. CASH FLOW BONDS UNPAID INTEREST OUTSTANDING CUMULATIVE Q Q 236,250 462,500 638,750 720,000 761,250 792,500 803,750 , OF OUTSTANDING LTD. G.O. BONDS/ASSESSED VALUATION Q 665.73% 99.49% 37.37% 21.64% 17.79% 16.78% 16.78% 15.83%

Stan Bernstein and Associates, Inc. 11

XHIBIT II (RESIDE. FINANCING DISTRICT #2)

IGHPOINTE VISTA t. ,OPOLITAN DISTRICT #2 ASH FLOW FORECASTS OR THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036

:EY ASSUMPTIONS ill± ill§. ~ 2017 2018 ill.!l 2020 2021 2022

SSESSED VALUATION (SCH. 1) 21,321,616 21,321,616 22,600.913 22,§00,913 23,956,968 23,956,968 25,394,386 25,394,386 26,918,049

OTAL DISTRICT MILL LEVY 26.00 26.00 26.00 26.00 26.00 26.00 26.00 26.00 26.00

SSUMED MILL LEVY TRANSFER TO HVMD #1 FOR OPS ~ 3.00 3.00 3.00 3.00 3.00 3.00 w 3.00

SSUMED MILL LEVY TRANSFER TO HVMD #1 FOR POOL 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00

~CREMENTAL RESIDENTIAL UNITS ADDED (SCH. 1) Q Q Q Q Q Q Q Q Q UMULATIVE RESIDENTIAL UNITS (SCH. 1) 377 377 377 377 377 377 377 377 377

ASH FLOW

EVENUES ~ 2015 ll1§. ill! 2018 2019 2020 ~ 2022

PROPERTY TAXES 554,362 554,362 587,624 587,624 622,881 622,881 660,254 660,254 699,869 SPECIFIC OWNERSHIP TAXES@ 6% OF PROPERTY TAXES 33,262 33,262 35,257 35,257 37,373 37,373 39,615 39,615 41,992 LTD. G.O. CASH FLOW BONDS 0 0 0 0 0 0 0 0 0 INTEREST EARNINGS @ 2% OF BEGINNING FUNDS 783 897 921 1.060 1.230 1,351 1,530 1,707 1,872

TOTAL REVENUES 588,407 588,521 623.802 623,941 661,484 661.605 701,399 701,577 743,734

XPENDITURES IGA PAYMENT TO HVMD #1 FOR OPS (SERVICE DISTRICT) 63,965 63,965 67,803 67,803 71,871 71,871 76, 183 76, 183 80,754 IGA PAYMENT TO HVMD #1 FOR POOL OPS (SERVICE DISTRICT) 255,859 255,859 271,211 271,211 287,484 287,484 304,733 304,733 323,017 COUNTY TREASURER 3.0% COLLECTION FEE 16,631 16,631 17,629 17,629 18,686 18,686 19,808 19,808 20,996 ADMINISTRATIVE ALLOWANCE 5.000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000

TOTAL EXPENDITURES 341,455 341,455 361,642 361.642 383,041 383,041 405,723 405,723 429,767

RANSFER OF NET BOND PROCEEDS TO HVMD #1 FOR CAPITAL IMPROVEMENTS Q Q Q Q Q Q Q Q Q

• TD. G.O. CASH FLOW BONDS SERIES 12/1/2006@ 7.0%

INTEREST @ 7 .0% 236,250 235,900 235,200 233,800 232,400 229,600 226,800 222,600 218,050 PRINCIPAL REDUCTION 5.000 10,000 20.000 20,000 40,000 40,000 60,000 65,000 90.000 TOTAL DEBT SERVICE 241,250 245,900 255,200 253.800 272,400 269,600 286,800 287,600 308,050 LTD. G.O. CASH FLOW BONDS OUTSTANDING@ 12/31 3,370,000 3,360.000 3.340,000 3,320,000 3,280,000 3,240.000 3, 180,000 3, 115,0QQ 3_.ll25.000

REPAYMENT TO DEVELOPER OF UNPAID INTEREST Q Q Q Q Q Q Q Q Q

TOTAL EXPEND INCLUD. DEBT SERVICE & CAPITAL IMPROVEMENTS 582,705 587.355 616.842 615,442 655,441 652.641 692.523 693.323 737,817

(CESS REVENUES & BONDS OVER EXPENDITURES 5,702 1,166 6.959 8,499 6.043 8.964 8,876 8,253 5,917

::GINNING FUND BALANCE - JANUARY 1 39,163 44,865 46,031 52,990 61,489 67,532 76,495 85,371 93,625

~DING FUND BALANCE - DECEMBER 31 44,865 46,031 52,990 61.489 67,532 76,495 85,371 93,625 99,542

)TAL LTD. G.O. CASH FLOW BONDS OUTSTANDING@ 12/31 3,370,000 3,360,000 3,340,000 3,320,000 3,280,000 3,240,000 3, 180,000 3, 115,000 3,025,000 "D. G.O. CASH FLOW BONDS UNPAID INTEREST OUTSTANDING Q Q Q Q Q Q Q Q Q "D. G.O. CASH FLOW BONDS UNPAID INTEREST OUTSTANDING CUMULATIVE 803,750 803,750 803,750 803,750 803,750 803,750 803,750 803,750 803,750 OF OUTSTANDING LTD. G.O. BONDS/ASSESSED VALUATION ~ H&lli. 14.76% ~ 13.69% 12.76% 12.52% 11.57% 11.24%

Stan Bernstein and Associates, Inc. 12

~HIBIT II (RESIDEf\ :1NANCING DISTRICT #2)

IGHPOINTE VISTA Mi:, r<OPOLITAN DISTRICT #2 ASH FLOW FORECASTS OR THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036

I

EY ASSUMPTIONS 2023 2024 ~ 2026 ~ ill§. 2029 ~ 2031

SSESSED VALUATION (SCH. 1) 26,918,049 28,533, 132 28,533,132 30,245, 120 ~0,245, 120 32,059,827 32,059,827 33,983,417 33,983,417

OTAL DISTRICT MILL LEVY 26.00 26.00 ~ 26.00 26.00 26.00 26.00 26.00 26.00

SSUMED MILL LEVY TRANSFER TO HVMD #1 FOR OPS 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00

SSUMED MILL LEVY TRANSFER TO HVMD #1 FOR POOL 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00

JCREMENTAL RESIDENTIAL UNITS ADDED (SCH. 1) Q Q Q Q Q Q Q Q. Q. UMULATIVE RESIDENTIAL UNITS (SCH. 1) ill 377 377 377 377 377 377 377 377

ASH FLOW

EVENUES ~ 2024 2025 ill§. llli ill§. 2029 ill.!!. &ill PROPERTY TAXES 699,869 741,861 741,861 786,373 786,373 833,556 833,556 883,569 883,569 SPECIFIC OWNERSHIP TAXES @ 6% OF PROPERTY TAXES 41,992 44,512 44,512 47, 182 47, 182 50,013 50,013 53,014 53,014 LTD. G.O. CASH FLOW BONDS 0 0 0 0 0 0 0 0 0 INTEREST EARNINGS @ 2% OF BEGINNING FUNDS 1,991 2,138 2.301 2.435 2,558 2.706 2,824 2,931 3,101

TOTAL REVENUES 743.852 788.511 788,674 835,991 636,113 686,275 666,393 939,514 939,664

XPENDITURES IGA PAYMENT TO HVMD #1 FOR OPS (SERVICE DISTRICT) 80,754 85,599 85,599 90,735 90,735 96,179 . 96,179 101,950 101,950 IGA PAYMENT TO HVMD #1 FOR POOL OPS (SERVICE DISTRICT) 323,017 342,398 342,398 362,941 362,941 384,718 384,718 407,801 407,801 COUNTY TREASURER 3.0% COLLECTION FEE 20,996 22,256 22,256 23,591 23,591 25,007 25,007 26,507 26,507 ADMINISTRATIVE ALLOWANCE 5.000 5,000 5.000 5.000 5,000 5,000 5.000 5,000 5.000

TOTAL EXPENDITURES 429.767 455.253 455.253 482.268 482.268 510,904 510,904 541.258 541,258

RANSFER OF NET BOND PROCEEDS TO HVMD #1 FOR CAPITAL IMPROVEMENTS Q Q Q Q Q Q Q. Q Q

LTD. G.O. CASH FLOW BONDS SERIES 12/1/2006@ 7.0%

INTEREST@ 7.0% 211,750 205, 100 196,700 187,600 176,400 164,500 150, 150 134,750 116,900 PRINCIPAL REDUCTION 95,000 120.000 130,000 160,000 170,000 205,000 220.000 255,000 275,000 TOTAL DEBT SERVICE 306,750 325. 100 326,700 347,600 346.400 369,500 370,150 389,750 391.900 LTD. G.O. CASH FLOW BONDS OUTSTANDING@ 12/31 2,930,000 2,810,000 2.680.000 2,520,000 2.350,000 2, 145,000 1,925.0_0_Q J.6J.O,OOO 1,395.000

REPAYMENT TO DEVELOPER OF UNPAID INTEREST Q Q Q Q Q Q Q. Q Q

TOTAL EXPEND INCLUD. DEBT SERVICE & CAPITAL IMPROVEMENTS 736,517 780.353 781,953 829.868 828.668 880.404 881.054 931.008 933, 158

XCESS REVENUES & BONDS OVER EXPENDITURES 7.335 8.158 6.721 6,123 7,445 5.871 5.339 8,505 6,525

EGINNING FUND BALANCE ·JANUARY 1 99,542 106,877 115,035 121.756 127,879 135,324 141, 195 146,534 155,039

NDING FUND BALANCE • DECEMBER 31 106.877 115.035 121.756 127.879 135,324 141,195 146,534 155.039 161.564

OTAL LTD. G.O. CASH FLOW BONDS OUTSTANDING@ 12/31 2,930,000 2,810,000 ~.680,000 2,520,000 2,350,000 2,145,000 1,925,000 1,670,000 1,395,000 TD. G.O. CASH FLOW BONDS UNPAID INTEREST OUTSTANDING Q Q. Q Q Q Q Q Q. Q TD. G.O. CASH FLOW BONDS UNPAID INTEREST OUTSTANDING CUMULATIVE 803,750 803,750' 803,750 803,750 803,750 803,750 803,750 803,750 803,750 , OF OUTSTANDING LTD. G.O. BONDS/ASSESSED VALUATION 10.27% 9.85% 8.86% 8.33% 7.33% 6.69% 5.66% 4.91% 3.87%

Stan Bernstein and Associates, Inc. 13

XHIBIT II (RESIDE!'. '=INANCING DISTRICT #2)

IGHPOINTE VISTA Mt.., K.OPOLITAN DISTRICT #2 ASH FLOW FORECASTS OR THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2036

:EY ASSUMPTIONS fQll ~ 2034 llli 2036 TOTALS

.SSESSED VALUATION (SCH. 1) 36,022,422 36,022,422 38, 183,767 38, 183,767 40,474,793

OTAL DISTRICT MILL LEVY 26.00 26.00 26.00 26.00 26.00

.SSUMED MILL LEVY TRANSFER TO HVMD #1 FOR OPS 3.00 3.00 3.00 w 3.00

.SSUMED MILL LEVY TRANSFER TO HVMD #1 FOR POOL 12.:..QQ 12.00 12.00 12.00 12.00

~CREMENTAL RESIDENTIAL UNITS ADDED (SCH. 1) Q Q Q Q Q 377

UMULATIVE RESIDENTIAL UNITS (SCH. 1) 377 377 377 377 377 377

:ASH FLOW

.EVENUES 2032 ~ 2034 ~ lli! TOTALS

PROPERTY TAXES 936,583 936,583 992,778 992,778 1,052,345 19,932,892

SPECIFIC OWNERSHIP TAXES@ 6% OF PROPERTY TAXES 56, 195 56,195 59,567 59,567 63, 141 1,195,974

LTD. G.O. CASH FLOW BONDS 0 0 0 0 0 3,375,000 INTEREST EARNINGS @ 2% OF BEGINNING FUNDS 3,231 3.430 3,573 3,705 3,785 53,910

TOTAL REVENUES 996,009 996,208 1.055,918 1.056.049 1.119.270 24.557.776

XPENDITURES IGA PAYMENT TO HVMD #1 FOR OPS (SERVICE DISTRICT) 108,067 108,067 114,551 114,551 121,424 2,414,163 IGA PAYMENT TO HVMD #1 FOR POOL OPS (SERVICE DISTRICT) 432,269 432,269 458,205 458,205 485,698 9,199,796 COUNTY TREASURER 3.0% COLLECTION FEE 28,097 28,097 29,783 29,783 31,570 597,987 ADMINISTRATIVE ALLOWANCE 5,000 5,000 5.000 5,000 5,000 147.000

TOTAL EXPENDITURES 573.434 573.434 607,540 607.540 643,692 12.358.9<\6

RANSFER OF NET BOND PROCEEDS TO HVMD #1 FOR CAPITAL IMPROVEMENTS Q Q Q Q Q 3.375.000

LTD. G.O. CASH FLOW BONDS SERIES 121112006@ 7.0%

INTEREST@ 7.0% 97,650 75,600 51,800 24,500 0 4,714,000 PRINCIPAL REDUCTION 315,000 340.000 390.000 350,000 Q 3,375,000 TOTAL DEBT SERVICE 412,650 415,600 441.800 374,500 Q 8,089,000 LTD. G.O. CASH FLOW BONDS OUTSTANDING@ 12/31 1,080,000 740,000 350,000 Q Q Q

REPAYMENT TO DEVELOPER OF UNPAID INTEREST Q Q Q 1Q,,QQQ 660,000 730,000

TOTAL EXPEND INCLUD. DEBT SERVICE & CAPITAL IMPROVEMENTS 986,084 989.034 1.049,340 1 .OS 2.il.4JJ 1.3D3.6JJ_2 2<1.552.9~6

XCESS REVENUES & BONDS OVER EXPENDITURES 9,925 7 174 6,578 4.010 {184,422} 4.829

EGINNING FUND BALANCE ·JANUARY 1 161,564 171.490 178,664 185,242 189,251 Q

NDING FUND BALANCE • DECEMBER 31 171.490 178.664 185.242 189.251 4,829 4,829

:JTAL LTD. G.O. CASH FLOW BONDS OUTSTANDING@ 12/31 1,080,000 740,000 350,000 Q Q Q rD. G.O. CASH FLOW BONDS UNPAID INTEREST OUTSTANDING Q Q Q Q Q Q ro. G.O. CASH FLOW BONDS UNPAID INTEREST OUTSTANDING CUMULATIVE 803,750 803,750 803,750 733,750 73,750 73,750 OF OUTSTANDING LTD. G.O. BONDS/ASSESSED VALUATION 3.00% 1.94% 0.92% 0.00% 0.00%

Stan Bernstein and Associates, Inc. 14

SCHEDULE 1 (RESI• . IAL FINANCING DISTRICT #2) WORKING DRAFT HIGHPOINTE VISTA METROPOLITAN DISTRICT #2 SUBJECT TO REVISION PROJECTED ASSESSED VALUATION· BUILDOUT 18.Jul-05

FOR THE YEARS ENDING DECEMBER 31, 2005 THROUGH 2012 SEE CONSULTANTS' DISCLAIMER

BUILDOUT ·RESIDENTIAL {Source Highpoint Vista LLC) Planned Average Total Number Per Unit Gross Unit

Descrlollon of Unit of Homes Price Volume I 2005 lQM 2007 2008 2009 2010 2011 2012 TOTAL

Residential Units Phase I 128 425,000 54,400,000 0 40 40 40 8 0 0 0 128

Phase II 98 550,000 53,900,000 0 35 31 32 0 0 0 0 96

Phase Ill & IV 100 650,000 65,000,000 0 0 32 32 36 0 0 0 100 Phase Ill & IV 49 1,000,000 49,000,000 0 0 16 16 17 0 0 0 49 Existing Residential (pre-20C z 1,300.000 2,600 000 z Q Q Q Q Q Q Q z Total Residential • lncrem. 377 596 552 224 ,900 ,000 ~ ~ ill 1lQ §..1 Q Q. Q 377 Total Residential· Cumulat. 377 l 71. 196 316 377 377 377 377 377

Actual Values: Phase I 0 17,000,000 17,000,000 17,000,000 3,400,000 0 0 0 54,400,000 Phase II 0 19,250,000 17,050,000 17,600,000 0 0 0 0 53,900,000 Phase Ill & IV 0 0 20,800,000 20,800,000 23,400,000 0 0 0 65,000,000 Phase Ill & IV 0 0 16,000,000 16,000,000 17,000,000 0 0 0 49,000,000 Existing Residential (pre-2005) 2 600 000 Q Q Q Q Q Q Q 2,600.000

Total Residential - lncrem. 2.600,000 36,250 000 70 650 000 71,400,000 !13,600,000 Q Q Q 2~!\,900 000 Total Actual Values ·Cumulative 2,600,000 ~S_Q,001) 1 09 .lJlO_.Q_QQ 161 100 000 22~.900,000 2M.9QQ,QQO 2-2A.90_0~o_OQ 22-1~9_0_0.000 224.900.000

Assessed Values: Phase I 0 1,353,200 1,353,200 1,353,200 270,640 0 0 0 4,330,240 Phase II 0 1,532,300 1,357, 1 BO 1,400,960 0 0 0 0 4,290,440 Phase Ill & IV 0 0 1,655,660 1,655,680 1,662,640 0 0 0 5,174,000 Phase Ill & IV 0 0 1,273,600 1,273,600 1,353,200 0 0 0 3,900,400 Existing Residential (pre-2005) 206,960 Q Q Q Q Q Q Q 206,960 Total Residenlial Product@ 7.96% 206 960 2 865,500 5,639,660 5 683.440 3.486.480 Q Q Q H,902,040

Total Assessed Valuation Vacant Land 300 000 Q Q Q (300 000) Q Q Q Q Total Assessed Valuation • Incremental 506 960 2,885 500 5,639,660 5,683.440 3,186.480 Q Q Q lZ 1102 o~o Total Assessed Valuation - Cumulative 506 960 3 392 460 9 032 120 14,715,560 lZ,902,040 17 902,040 17,902 040 17,902,040 11,902,040 Total Assessed Values· Cum. 6% Biennial Net Increases after 2C 506 960 3,392.460 9,032,120 15 598 494 16,976.162 2Jl_j_t4.732 2filL43'32 2J,321,616 21.321.616

Year Assessed Valuation Certified To HVMD #2 2006 2007 2008 2009 2010 2011 2012 2013 Year Taxes Received By HVMD #2 2007 2008 2009 2010 2011 2012 2013 2014

Stan Bernstein and Associates, lnc. 15

EXHIBITG Intergovernmental Agreement

INTERGOVERNMENTAL AGREEMENT Between

THE TOWN OF WINDSOR, COLORADO And

HIGHPOINTE VISTA METROPOLITAN DISTRICT NO. 1

This Intergovernmental Agreement (the "Agreement") is made and entered into as of this ___ day of , 2005, by and between the TOWN OF WINDSOR, a home rule municipality and political subdivision of the State of Colorado (the "Town"), and HIGHPOINTE VISTA METROPOLITAN DISTRICT NO. 1, a quasi-municipal corporation and political subdivision of the State of Colorado (the "District" or the "Service District"). The Town and the District are collectively referred to as the "Parties".

RECITALS

WHEREAS, the Town has approved by Ordinance the organization of the District and has approved a Consolidated Service Plan ("Service Plan") for Highpointe Vista Metropolitan Districts Nos. 1 and 2 (collectively the "Districts"); and

WHEREAS, the District is authorized to provide for the construction, installation, operations, maintenance and financing of certain enhancements (the "Enhancements") to the standard public infrastructure within the development of a new community known as Highpointe Estates located within the boundaries of the Town including all properties within the Districts (the "Development"); and

WHEREAS, the Service Plan provides that the standard public infrastructure within the Districts shall be provided by the Developer pursuant to the Highpointe Estates Subdivision Development Agreement dated (the "Development Agreement"); and

WHEREAS, the limited and specific purpose of the proposed Districts is to establish public entities that can provide financing, participate in Intergovernmental Agreements, and provide for operations for enhancements to the standard public infrastructure that will serve the Development. The Enhancements for the Development shall be either dedicated to the Town pursuant to Intergovernmental Agreements, retained by the District for the use and benefit of the Districts' inhabitants and taxpayers, or dedicated to another public entity pursuant to approved Intergovernmental Agreements for ownership, operations and maintenance; and

WHEREAS, the authority of the District to provide the Enhancements is defined and more fully set forth in the District's Service Plan; and

WHEREAS, the Town and the District desire to enter into this Agreement for the purpose of consolidating all understandings and commitments between such Parties relating to the construction, ownership, operations and maintenance of the Enhancements to the standard public infrastructure of the Development; and

WHEREAS, the Town and the District have determined it to be in the best interests of their respective taxpayers, residents, property owners, and constituents to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the covenants and mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and District hereby agree as follows:

GENERAL PROVISIONS

I . I Scope and Purpose of Agreement.

A. The Parties hereto acknowledge that among the purposes of this Agreement is to set forth all understandings and commitments between the Parties with respect to the approval, provision, ownership, and maintenance of Enhancements to the standard public infrastructure needed for the Development. The Parties acknowledge that the Town continues to require the Developer to adhere to the terms and conditions of the Development Agreement and to assure the Town of the timely completion of the standard public infrastructure and the Enhancements to such standard public infrastructure being sufficiently secured by such Developer to protect the Town from the financial burden of completing the standard public infrastructure and Enhancements. The Town has approved the organization of Districts with sufficient power and authority to construct all Enhancements within the Development. Recognizing that the District is a governmental entity and political subdivision of the State of Colorado with power and authority under its Service Plan to provide for those Enhancements to the standard public infrastructure within the Development and to protect the public health, safety, and welfare of residents therein, the Parties agree that the District shall have the primary responsibility for assuring the adequacy and completion of the Enhancements for the community and that the Town shall not bear such responsibility except as contemplated herein. The Districts agree to record a disclosure against the property in the form attached hereto as Exhibit A to provide notice to homeowners of the Districts' functions.

The District contemplates the provision of the Enhancements as defined and described in the Service Plan. The Parties agree that this Agreement shall not be deemed to constitute an amendment or modification of the Service Plan, and that the District shall have the day-to-day responsibility and discretion to provide Enhancements within the Development, or to cause such Enhancements to be provided. So long as the District is reasonably implementing its Service Plan, the Town shall not have responsibility or authority with respect to completion of such Enhancements other than as such responsibility and authority is set forth in this Agreement.

B. The Enhancements which are the subject of this Agreement shall be constructed by the District, or by a developer for and on behalf of the District. Under all circumstances the District shall remain responsible for seeing that said Enhancements are constructed in accordance with its obligations to the Town as set forth in the Service Plan. The District shall supply to the Town such certifications of adequacy of construction and completion, including as-built drawings, as may be requested by The Town.

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1.2 Conditions Precedent.

A. The Parties agree that the Districts shall be limited to the approved financing as detailed in the District's Service Plan, as may be amended from time to time, and as approved by the Town. The financial ability of District to discharge its obligations hereunder shall be a condition precedent to the obligation of District to construct the Enhancements contemplated herein. The intention of this provision is to assure the Town that the Enhancements can be completed within the Development as a condition to the Town's waiver of a Development Agreement between developers and the Town, and to avoid the imposition of financial burdens on residents and property owners of the Development which cannot be reasonably discharged in accordance with the general plan of finance set forth in the Service Plan. So long as the District provides reasonable evidence of its ability to implement its general plan of finance, and the Town concurs that the District ·is able to implement its general plan of finance, which concurrence shall not be unreasonably withheld, the condition precedent set forth in this Section 1.2.A shall be deemed to have been satisfied by the District.

For purposes of demonstration by the District to the Town of its ability to implement its general plan of finance as contemplated in this Section 1.2. A, the District shall submit the following materials for review by the Town in connection with each phase of development for which the District desires to effectuate the Town waiver of its requirement for a Development Agreement from a developer:

(1) Most recent monthly financial statement of the District.

(2) Most recent annual audit of the District.

(3) Letter from the District's accountant or financial advisor containing the advisor's statement that the District is financially viable, is reasonably implementing the general plan of finance contained in the Service Plan, and is reasonably capable of providing required Enhancements.

Upon review of the District's submittal, the Town shall be deemed to have concurred with the District's assertion of its ability to implement its general plan of finance unless written objection specifying the nature of the deficiency is received from the Town by the District within ten (10) working days of submittal by the District. District submittals shall be subject to review by the Town administrator and shall not require approval by the Town Board. If the District's submittal is complete, and unless the material presented by the District fails to reasonably demonstrate that the District has, or can reasonably and timely obtain, sufficient funds to complete the required Enhancements, the condition precedent of this Section 1.2. A shall be deemed satisfied.

B. The Parties agree that the obligations of the District and the Town set forth herein are several and are severable with respect to each phase of development to be completed within the Development; meaning, that on condition that the District is able to demonstrate a reasonable financial ability to provide Enhancements within any phase of development, the District's

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obligation to complete such Enhancements, or cause them to be completed, and the Town's waiver of its requirement for a Development Agreement, shall be effective with respect to such phase of development only.

C. The conditions precedent set forth in this Section 1.2 shall be applied and evaluated in conjunction with each phase of development, the Parties recognizing that the conditions precedent may be satisfied with respect to individual phases of development but not necessarily all phases of development. In all phases of development for which the conditions precedent have not been satisfied, developers of property therein shall be required to execute a Development Agreement with the Town in the form and manner required by the Town, and the District shall be excused from its obligations arising hereunder to provide Enhancements, or to cause such Enhancements to be provided, for such phase of development.

SPECIFIC PROVISIONS

2.1 Construction of Enhancements. The District shall construct, acquire or cause to be constructed Streets and Roadway Enhancements, Safety Protection, and Park and Recreation Enhancements in compliance with Chapter III of the Service Plan and applicable Town or other District standards. The District reserves the right to construct those Enhancements which it deems to be in the best interest of residents and property owners within the Development.

Such Enhancements shall be owned, operated, and maintained by either the Town, District, or the other public entities agreeing to the dedication of any Enhancements in accordance with Service Plan and the rules and regulations to be adopted by the Town or applicable District. The District shall own, operate, and maintain all of the Enhancements which the Town chooses not to own and which are constructed as part of the Enhancements described in the Service Plan and all appurtenances constructed in connection therewith. The Town shall have no respoIJ.sibility or rights in connection with those Enhancements owned, operated and maintained by the District other than as such responsibilities and rights are made available to or imposed upon the public at large. Until such time that any Enhancements may be dedicated to the Town, maintenance and operation of such Enhancements shall be provided by the District to the same standards generally applicable in other areas of the Town through fee assessments or property tax levies dedicated to that purpose.

The Town shall enforce any and all ordinances which it now has or may hereafter enact requiring the owners of property adjacent to curbs, gutters, and sidewalks to maintain and repair such Enhancements, and to provide snow removal in connection therewith unless the District elects to do so.

2.2 Fees and Charges. The District shall be empowered to construct, install, own and operate a swimming pool for the residents of the Development. The District expects to recover a portion of the construction and installation costs of the swimming pool by the imposition of a $2,000 impact fee on each home. An annual Pool Fee of $150 per year per home shall be imposed and collected by the District from each homeowner within the Development.

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2.3 Security. In recognition of the statuS of the District as a governmental entity and political subdivision of the State of Colorado, and in reliance by the Town upon performance of this Agreement by the District, the Town agrees that it shall not require bonds or other forms of security from the District or developers within the Development to assure the completion of Enhancements for subdivisions within the Development. The District and the Town agree, however, that failure of the District to perform this Agreement in furtherance of the Service Plan may constitute a material modification of such Service Plan which the Town shall be entitled to seek to enjoin.

2.4 Issuance of Building Permits. In addition to all the requirements necessary to obtain a building permit, no building permit shall be issued by the Town until the Town receives written confirmation from the District that all fees and charges -have been paid to the District for the property for which a building permit is requested.

REPRESENTATIONS, DEFAULTS AND REMEDIES

3.1 Representations and Warranties. In addition to the other representations, warranties and covenants made by the Parties herein, the Parties make the following representations, warranties and covenants to each other, and may be held liable for any loss suffered as a consequence of any misrepresentation or breach under this Section 3. I:

A. ·Each Party has the full right, power and authority to enter into, perform and observe this Agreement.

B. Neither the execution of this Agreement, the consummation of the transactions contemplated hereunder, nor the fulfillment of or by the compliance with the terms and conditions of this Agreement by either Party will conflict with or result in a breach of any terms, conditions, or provisions of, or constitute a default under, or result in the imposition of any prohibited lien, charge, or encumbrance of any nature under any agreement, instrument, indenture, or any judgment, order, or decree to which either Party is a party or by which either Party is bound.

C. This Agreement is the valid, binding and legally enforceable obligation of the Parties and is enforceable in accordance with its terms.

D. The Parties shall keep and perform all of the covenants and agreements contained herein and shall take no action which could have the effect of rendering this Agreement unenforceable in any manner.

E. When fulfilling its obligations under this Agreement, the District represents that it shall comply with all relevant laws, ordinances, and regulations in effect at the time of final subdivision plat approval. When necessary to protect the public health, safety and welfare, the District agrees that it shall be subject to laws, ordinances and regulations that become effective after final plat approval and before the completion of the Enhancements.

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3.2 Default, Remedies, and Enforcement.

A. The failure to perform or observe any covenants, agreements, or conditions in this Agreement on the part of either Party, and to cure such failure within ten (10) days of receipt of notice from the other Party of such failure, shall constitute an Event of Default hereunder.

B. Upon the occurrence of an Event of Default, the Parties hereto shall have the following rights and remedies:

(1) Either Party may ask a court of competent jurisdiction to enter a writ of mandamus to compel the defaulting Party to perform its duties under this Agreement, and either Party may seek from a court of competent jurisdiction temporary and/or permanent restraining orders or orders of specific performance to compel the other to perform in accordance with the obligations set forth under this Agreement.

(2) The Parties may protect and enforce their rights under this Agreement by such suit, action, .or special proceedings as they shall deem appropriate, including without limitation any proceedings for the enforcement of any appropriate legal or equitable remedy, or for the recovery of damages caused by breach of this Agreement, including attorneys' fees and all other costs and expenses incurred in enforcing this Agreement.

(3) In the event of a breach of this Agreement by the District resulting in the inadequacy of Enhancements needed to provide services within one or more approved phases of development, the Town shall be entitled to withhold building permits for construction in current phases of development and all subsequent phases of development until such breach is cured by the District, and/or to exercise such other remedies that are available to it in law or in equity. In the event of a breach by the District which may require an extended period of time to cure, the Town agrees to work in good faith with the District to permit construction to continue and to issue building permits in such phase of development, and in subsequent phases of development, as long as the District is reasonably proceeding with such cure, it being the intention of the Parties that development should be permitted to proceed as long as the District is attempting in good faith to cure its breaches and as long as the interests of the Town are not materially adversely affected.

(4) To take or cause to be taken such other actions as they reasonably deem necessary.

C. No delay or omission of either Party to exercise any right or power accruing upon any Event of Default shall exhaust or impair any such right or power or shall be construed to be a waiver of any such Event of Default, or acquiescence therein.

D. No waiver of any Event of Default hereunder by either Party shall extend to or affect any subsequent or any other then existing Event of Default or shall impair any rights or remedies consequent thereon. Upon declaration of an Event of Default, all rights and remedies of the Parties provided herein may be exercised with or without notice, shall be cumulative, may

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be exercised separately, concurrently, or repeatedly, and the exercise of any such right or remedy shall not affect or impair the exercise of any other right or remedy.

E. Except as otherwise provided by law, no recovery of any judgment by the Parties shall in any manner or to any extent affect any rights, powers, and remedies of the Parties hereunder, but such rights, powers, and remedies of the Parties shall continue unimpaired as before.

F. In case either Party shall have proceeded to enforce any right under this Agreement and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to such Party, then and in every such case the Parties shall continue as if no such proceedings had been taken.

MISCELLANEOUS PROVISIONS

4.1 Insurance.

A. The Parties shall maintain the following insurance coverage with companies and in amounts acceptable to each Party's governing board with respect to completed Enhancements which are owned by such Party:

(1) Sufficient insurance of a type and amount to insure against damage to Enhancements which have been completed and for which acceptance has been accomplished, to provide for full replacement of such Enhancements in the event of loss or damage as a result of acts of God, or otherwise, and sufficient insurance of a type and amount to insure against injury to third persons from operation of such Enhancements, the latter insurance to be in a minimum amount of $150,000 per person/per occurrence and $600,000 total per occurrence, or in the amount reflecting the current level of governmental immunity provided by statute, whichever is greater.

(2) The Parties shall make provisions for workers' compensation insurance, social security employment insurance, and unemployment compensation for their employees performing this Agreement as required by any law of the State of Colorado or the federal government and shall, upon written request, exhibit evidence thereof to the other Party.

(3) Within thirty (30) days of a written request, each Party shall furnish to the other, certificates or memoranda of insurance showing compliance with the foregoing requirements. Said certificates or memoranda of each Party shall state that the policy or policies will not be canceled or altered without at least thirty (30) days prior written notice to each Party.

4.2 Relationship of Parties. This Agreement does not and shall not be construed as creating a relationship of joint ventures, partners, or employer-employee between the Parties. The Parties intend that this Agreement be interpreted as creating an independent contractor relationship. Pursuant to that intent, it is agreed that the conduct and control of the duties required by this Agreement shall lie solely with each Party respectively which shall be free to exercise reasonable

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discretion in the performance of its individual duties under this Agreement. Neither Party shall, with respect to any activity, be considered an agent or employee of the other Party.

4.3 Liability of Parties. No provision, covenant or agreement contained in this Agreement, nor any obligations herein imposed upon the Parties nor the breach thereof, nor the issuance and sale of any bonds by either Party, shall constitute or create indebtedness or other financial obligation of the other Party within the meaning of any Colorado constitutional provision or statutory limitation. Neither Party shall have any obligation whatsoever to repay any debt, financial obligation, or liability of the other Party.

4.4 Assignment. Neither this Agreement, nor any of the rights, obligations, duties or authority of either Party hereunder may be assigned in whole or in part by either Party without the prior written consent of the other Party which consent shall not be reasonably withheld. Any attempted assignment in violation of this Section 4.4 shall be deemed void and of no force and effect. Consent to one assignment shall not be deemed to be consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment.

4.5 Modification. This Agreement may be modified, amended, changed or terminated, except as otherwise provided herein, in whole or in part, only by an agreement in writing duly authorized and executed by both Parties. No consent of any third party shall be required for the negotiation and execution of any such agreement.

4.6 Severability. Invalidation of any of the provisions of this Agreement or of any paragraph, sentence, clause, phrase, or word herein, or the application thereof in any given circumstance, by a court of competent jurisdiction shall not affect the validity of any other provision of this Agreement.

4. 7 Survival of Obligations. Unfulfilled obligations of the Parties ar1smg under this Agreement shall be deemed to survive the expiration or termination by court order or otherwise of this Agreement, and shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

4.8. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado.

4.9 Time Is of the Essence. Time is of the essence hereof; provided, however, that if the last day permitted or the date otherwise determined for the performance of any act required or permitted under this Agreement falls on a Saturday, Sunday or legal holiday, the time for performance shall be extended to the next succeeding business day, unless otherwise expressly stated herein.

4.10 Persons Interested Herein. Except as expressly provided in Article I hereof, nothing expressed or implied in this Agreement is intended or shall be construed to confer upon, or to give to, any person other that the Parties, any dght, remedy, or claim under or by reason of this Agreement or any covenants, terms, conditions, or provisions hereof. All of the covenants,

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terms, conditions, and provisions in this Agreement by and on behalf of the Parties shall be for the sole and exclusive benefit of the Parties.

4.11 Notices. Any notice or documents delivered or required to be delivered under the provisions of this Agreement shall be deemed received one (1) day after hand delivery or three (3) days after any notice or document is deposited with the U.S. Postal Service, postage prepaid, certified, and return receipt requested, and addressed as follows:

Ifto the Town

cc:

If to District:

cc: Legal Counsel:

Town Manager Town of Windsor 301 Walnut Street Windsor, Colorado 80550

Town Attorney John Frey, Esq. Windsor Town Attorney 318 Canyon A venue, Suite 200 Fort Collins, Colorado 80521

Highpointe Vista Metropolitan District No. 1 7989 Eagle Ranch Road Fort Collins, Colorado 80528 Attn: Ed Seier

White Bear & Ankele, Professional Corporation 1805 Shea Center Drive, Suite 100 Highlands Ranch, Colorado 80129 Attn: Alan D. Pogue

Either Party by written notice so provided may change the address to which future notices shall be sent.

4.12 Recovery of Costs. In the event of any litigation between the Parties hereto concerning the subject matter hereof, the prevailing Party in such litigation shall be entitled to receive from the non-prevailing Party all reasonable costs and expenses, including attorneys' fees, incurred by the prevailing Party in such litigation in addition to the amount of any judgment or other award entered therein.

4.13 Compliance with Law. The Parties agree to comply with all federal, state and local laws, rules and regulations which are now, or in the future may become applicable to the Parties, to their business or operations, or to actions required to be undertaken pursuant to this Agreement.

4.14 Instruments of Further Assurance. The Parties each covenant that they will do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered, such acts,

9

instruments, and transfers as may reasonably be required for the performance of their obligations hereunder.

4.15 Integration. This Agreement constitutes the entire agreement between the Parties and no statement(s), promise(s), or inducement(s) that is/are not contained in this Agreement and its Exhibits shall be binding on the Parties.

4.16 Recordation. Either Party may record a copy of this Agreement in the Clerk and Recorder's office of Larimer County, Colorado.

4.17 Immunity. Nothing contained in this Agreement constitutes a waiver of the Town's or the Districts' sovereign immunity under any applicable state law.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be effective as of the day and year fir~t above written.

ATTEST:

Town Clerk

APPROVED AS TO FORM AND CONTENT

Town Manager

STA TE OF COLORADO ) ) SS.

COUNTY OF ______ )

TOWN OF WINDSOR

Mayor

APPROVE AS TO FORM

Town Attorney

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The foregoing Agreement was acknowledged before me this day of ________ , 2005, by as ---------- of the Town of Windsor, Colorado.

WI1NESS my hand and official seal.

My _commission expires: ______ _

Notary Public (SEAL)

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IN WI1NESS WHEREOF, the Parties hereto have executed this Agreement to be effective as of the day and year first above written.

ATTEST:

Secretary

STATE OF COLORADO ) ) SS.

COUNTY OF )

HIGHPOINTE VISTA METROPOLITAN DISTRICT NO. 1

By: President

The foregoing Agreement was acknowledged before me this day of ____ , 2005, by as President and by ________ _ as Secretary of the Highpointe Vista Metropolitan District No. 1.

WITNESS my hand and official seal.

My commission expires: ___ _

Notary Public

(SEAL)

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EXlilBITA

DISTRICT DISCLOSURE

DISCLOSURE REGARDING HIGHPOINTE VISTA METROPOLITAN DISTRICTS NOS. 1 AND 2

The Highpointe Vista Metropolitan Districts Nos. 1 and 2 (the "Districts") are special-purpose improvement districts that were organized in November of 2005 to provide enhancements to the standard public infrastructure constructed by the developer that will serve the development known as Highpointe Estates. The Districts are public entities whose purposes and powers are described in a Service Plan approved by the Board of the Town of Windsor. The Districts are empowered to finance, construct, acquire, install, operate and maintain street and roadway enhancements, traffic and safety protection facilities and services, park and recreation enhancements, and other enhancements to public amenities.

Organization of the Districts will result in a property tax obligation to all property owners within the Districts, which is used to fund the construction and operations and maintenance of the enhancements provided by the District.

The financing plan for the Districts estimates an eventual mill levy for both debt and operation obligations of approximately twenty-six (26) mills. Assuming a twenty-six (26) mill levy against a residential house with a market value of $596,552, the tax liability for a particular residence would be calculated using the following method:

$596,552 (market value) x 7.96% (2005 assessment ratio)= $47,486 (assessed valuation)

$47,486 (assessed valuation) x 26 mills = $1,235 (annual tax liability payable to the District based on a house with a market value of $596,552)

The total mill levy authorized under the Service Plan may not exceed 35 mills for payment of debt obligations and general operating purposes. These limits can be adjusted based on changes in the 7.96% assessment ratio.

In addition to ad valorem property taxes, and in order to offset the expenses of the anticipated construction and the District's operations and maintenance costs, the District may rely upon various other revenue sources authorized by law. These will include the power to assess fees, rates? tolls, penalties, or charges as provided in Section 32-1-1001(1), C.R.S., as amended. The District anticipates imposing a $2,000 impact fee per lot at the time of lot sale and assessing an annual pool fee of $150 per year per home. The District also anticipates revenu~ from specific ownership taxes, developer advances, interest income and other sources.

The Service Plan for the Districts contains a full description of the Districts' purposes. A copy is available at the offices of White, Bear & Ankele Professional Corporation, 1805 Shea Center Drive, Suite 100, Highlands Ranch, Colorado, 80129. Prospective purchasers of property within the Districts are encouraged to read this document to be fully informed.

Dated this _ 1h day of ___ , 20 .

By: ------------------~ President, Board of Directors Highpointe Vista Metropolitan Districts Nos. I and 2

Purchaser's Initials Acknowledging Receipt: ___ _ Date: ------

EXHIBIT A Draft Ordinance Approving Service Plan of Districts

TOWN OF WINDSOR, COLORADO

ORDINANCE NO. ------

BEING AN ORDINANCE OF THE TOWN BOARD OF THE TOWN OF WINDSOR, COLORADO, APPROVING THE CONSOLIDATED SERVICE PLAN FOR HIGHPOINTE VISTA METROPOLITAN DISTRICTS NOS. 1 AND 2 AND AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN AND THE DISTRICTS

WHEREAS, the Town of Windsor, Colorado (the "Town"), is a home rule municipality duly organized and existing under Article XX of the Colorado Constitution; and

WHEREAS, the members of the Windsor Town Board (the "Town Board") have been duly elected, chosen and qualified; and

WHEREAS, pursuant to the provisions of the "Special District Control Act", Part 2 of Article 1, Title 32, C.R.S., the representatives of the Highpointe Vista Metropolitan Districts Nos. 1 and 2 (the "Districts") submitted to the Town Board a Service Plan dated 2005 ("Service Plan") which outlines the terms and conditions under which the Districts will be authorized to exist; and

WHEREAS, pursuant to Sections 32-1-203 and 204.5, C.R.S., as amended, the Consolidated Service Plan (the "Service Plan") for the Districts has been reviewed and recommended for approval by the Town Attorney and Town Planning Department, and has now been submitted to the Town Board for the Town of Windsor, Weld County, Colorado (the "Town Board") for its final approval; and

WHEREAS, pursuant to Article XV of the Town of Windsor Home Rule Charter (the "Town Charter"), the Town Board has full authority to create by ordinance special districts within the Town; and

WHEREAS, pursuant to the provisions of Title 32, Article 1, C.R.S., as amended, and Article IV of the Town Charter, the Town Board introduced and approved this ordinance on the Service Plan (the "Ordinance") at the first reading at the meeting of the Town Board held on ____ , 2005 at 7:00 p.m. and at the second reading at the meeting of the Town Board held on , 2005 at 7:00 p.m.; and

WHEREAS, notice of the date, time and location and purpose of the Ordinance was duly posted by the Town as required by the Town Charter, and forwarded to the petitioners as well as the Division of Local Government as required by law; and

WHEREAS, prior to taking final action on this Ordinance, the Town Board did on 2005, permit public comments on the ordinance, and held a vote to adopt this

Ordinance and take such other action as it deems appropriate; and

WHEREAS, the proposed Districts lie wholly within the corporate limits of the Town; and

WHEREAS, Sections 32-1-204.5(1), 32-1-205(1) and 32-1-301(3), C.R.S. require that any petition to the District Court for the creation of a special district, pursuant to the Act, which is confined exclusively within the boundaries of any municipality, shall be approved by the governing body of the municipality, which approval will be based upon the presentation of a Service Plan defining the powers and authorities of the proposed Districts; and

WHEREAS, the Town Board has considered the Service Plan, and all other testimony and evidence presented at the first and second reading of this Ordinance; and

WHEREAS, Town Board's approval of the Consolidated Service Plan is subject to and based upon those conditions and limitations contained in the Consolidated Service Plan and attached to this Ordinance, if any.

WHEREAS, the Town Board further finds that it is in the best interests of the citizens of the Town to enter into an Intergovernmental Agreement with the Districts at the time of their formation for the purpose of assigning the relative rights and responsibilities between the Town and the Districts with respect to certain functions, operations, and obligations of the Districts.

NOW, THEREFORE, BE IT ORDAINED BY THE TOWN BOARD OF THE TOWN OF WINDSOR, COLORADO:

Section 1. The Town Board hereby determines that all of the jurisdictional and other requirements of Section 32-1-202(2) and 32-1-204.5(1), C.R.S., and the Town Charter have been fulfilled, including those relating to the filing and form of the Service Plan and that notice and/or posting of the public meetings on this Ordinance was given in the time and manner required by law and the Town Charter.

Section 2. The Town Board further determines that all pertinent facts, matters and issues were submitted at the first and second reading of this Ordinance; that all interested parties were heard or had the opportunity to be heard; and, that evidence satisfactory to the Town Board of each of the following was presented:

a. There is sufficient existing and projected need for organized service in the area to be served by the proposed Districts;

b. The existing service in the area to be served by the proposed Districts is not adequate for present and projected needs;

c. The proposed Districts are capable of providing economical and sufficient services to the area they intend upon serving;

d. The area to be included within the proposed Districts has, or will have the financial ability to discharge the proposed indebtedness on a reasonable basis;

e. The facility and service standards of the proposed Districts are compatible with the facility and service standards of the Town;

f. The proposal is in substantial compliance with the comprehensive master plan (Highpointe Estates Development Plan) and the Addendum thereto designating the enhancements to the standard public infrastructure to be constructed by the Districts as approved by the Town;

g. The proposal is in compliance with any duly adopted long-range water quality management for the area;

h. The creation of the proposed Districts will be in the best interests of the area to be served;

L The development proposed for the area to be included within the proposed Districts will enhance the quality of the entire community.

Section 3. The Town Board hereby grants and approves by this Ordinance the Consolidated Service Plan. The services and facilities to be provided by the Districts and the powers provided by the Districts shall be subject to the limitations expressed in the Service Plan. Any material departure by the proposed Districts from the provisions of the Service Plan must be approved by resolution or ordinance of the Town Board as applicable.

Section 4. The officers of the Town are authorized and directed to take all action necessary or appropriate to effectuate the provisions of this Ordinance.

Section 5. final adoption.

This Ordinance shall take effect ten (10) days after publication following

Section 6. The Mayor and the Town Clerk are hereby authorized to execute, on behalf of the Town of Windsor, the Intergovernmental Agreement between the Town of Windsor, Colorado, and Highpointe Vista Metropolitan District No. 1 (the "Town IGA") in substantially the form presented with this Ordinance, with such technical additions, deletions, and variations as the Town Attorney may deem necessary or appropriate and not inconsistent with this Ordinance.

Section 7. The performance of the Town IGA by the Town shall be contingent upon the formation of and the issuance of debt by the proposed Districts for the purpose of securing sufficient funds for their obligations under the Town IGA.

Section 8. The proposed Districts shall not be authorized to incur any indebtedness until such time as the Districts have approved and executed the Town IGA.

Section 9. The proposed Districts may not be allowed to issue debt or levy taxes until such time as the Town approves the Addendum to the Highpointe Estates Development Plan.

Section 10. Repealer. All acts, orders, resolutions, or parts thereof, of the Town that are inconsistent or in conflict with this Ordinance, are hereby repealed to the extent only of such inconsistency or conflict.

Section 11. Severability. Should any part or provision of this Ordinance be adjudged unenforceable or invalid, such judgment shall not affect, impair, or invalidate the remaining prov1s10ns of this Ordinance, it being the intention that the various provisions hereof are severable.

Section 12. The Town Clerk is hereby directed to advise the representatives of the Districts in writing of this action and to attach a certified copy of this Ordinance for the purpose of filing the same with the District Court of Larimer County.

Section 13. Any reconsideration of this Ordinance is hereby waived.

INTRODUCED, READ, AND ORDERED PUBLISHED BY THE TOWN BOARD OF THE TOWN OF WINDSOR, COLORADO, UPON A MOTION DULY MADE, SECONDED AND PASSED AT ITS MEETING HELD ON THE_ DAY OF_, 2005.

TOWN BOARD TOWN OF WINDSOR

By: ___________ ,Mayor

I hereby certify that the above Ordinance was introduced to the Town Board of the Town of Windsor at its meeting of 2005, and posted or published in accordance with the Town Charter on , 2005.

ATTEST:

SEAL By:

, Town Clerk --------~·

FINALLY ADOPTED, PASSED, APPROVED AND ORDERED PUBLISHED BY TITLE AND WITH ANY AMENDMENTS, BY THE TOWN BOARD OF THE TOWN OF WINDSOR, COLORADO, UPON A MOTION DULY MADE, SECONDED AND PASSED AT ITS MEETING HELD ON THE DAY OF , 2005, BY A VOTE OF IN FAVOR AND AGAINST.

APPROVED AS TO FORM:

Town Attorney

TOWN BOARD TOWN OF WINDSOR

By: __________ ,Mayor

Town Manager

I hereby certify that the above Ordinance was finally adopted by the Town Board of the Town of Windsor at its meeting of the of , 2005, and published by title only, with amendments if any, one time by the Windsor Tribune newspaper on

----------' 2005.

ATTEST:

SEAL By:

--------, Town Clerk

Conditions of Approval

1. The Consolidated Service Plan for the Highpointe Vista Metropolitan Districts Nos. 1 and 2 provides that the standard public facilities and infrastructure for the Project shall be provided by the Developer pursuant to the Highpointe Estates Subdivision Development Agreement dated (the "Development Agreement") and the public improvement enhancements (the "Enhancements") will be constructed, dedicated, operated and maintained in accordance with the terms of this Consolidated Service Plan.

2. An Addendum to the Development Agreement shall be executed in conjunction with and as a precondition to the formation of these Districts.

3. The public improvement Enhancements for the Highpointe Estates area outlined in the Service Plan shall be either dedicated to the Town of Windsor, Colorado, pursuant to Intergovernmental Agreements, retained by the Service District for the use and benefit of the Districts' inhabitants and taxpayers, or dedicated to another public entity pursuant to approved Intergovernmental Agreements for ownership, operations and maintenance.