HomeMy WebLinkAbout14694RESOLUTION NO. 14694 A RESOLUTION APPROVING THE SERVICE PLAN FOR VILLA BELLA METROPOLITAN DISTRICT NOS. 1-3 WHEREAS, the Service Plan for Villa Bella Metropolitan District Nos. 1-3 was filed with the City Clerk (the “City Clerk”) of the City of Pueblo, a Colorado Municipal Corporation (the “City”), pursuant to Sections 32-1-204.5, C.R.S.; and, WHEREAS, the City Council of the City (the” Council”) held a public hearing on said Service Plan on September 13, 2021; and, WHEREAS, notice of said public hearing was duly published in the “Pueblo Chieftain,” a newspaper of general circulation within the boundaries of the District, on August 27, 2021; and, WHEREAS, the Council has considered the Service Plan in reference to the information and criteria required and set forth in Section 32-1-202(2) and Section 32-1-203(2), C.R.S., and in light of testimony and other evidence presented to it at said public hearing; and, WHEREAS, the Council hereby finds that the Service Plan should be approved as provided herein, pursuant to Section 32-1204.5, C.R.S; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The information contained within the Service Plan for the Villa Bella Metropolitan District Nos. 1-3 satisfies the requirements of Section 32-1-202(2), C.R.S. SECTION 2. Evidence satisfactory to the Council of each of the following was presented, as provided in Section 32-1-203(2), C.R.S.: a. There is sufficient existing and projected need for organized service in the area to be served by the proposed Districts; and b. The existing services in the areas to be served by the proposed Districts are inadequate for present and projected needs; and c. The Districts are capable of providing economical and sufficient services to the areas within its proposed boundaries; and d. The areas to be included in the Districts does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. SECTION 3. The requirements of Section 32-1-204.5, C.R.S., and of the applicable provisions of the Pueblo Municipal Code, if any, relating to the contents and standards for approval of the Service Plan, have been fulfilled. SECTION 4. The Council hereby approves and authorizes the attachment of this Resolution to the Petition for organization of the Districts in accordance with Section 32-1-205, C.R.S. and Section 32-1-301, C.R.S. SECTION 5. The officers and staff of the City are authorized to perform any and all acts consistent with the intent of the Resolution to implement the policies and procedures described herein. SECTION 6. This Resolution shall become effective immediately upon final passage and approval. INTRODUCED September 13, 2021 BY: Robert Schilling MEMBER OF CITY COUNCIL APPROVED: PRESIDENT OF CITY COUNCIL ATTESTED BY: CITY CLERK City Clerk’s Office Item # J-2 BACKGROUND PAPER FOR PROPOSED RESOLUTION COUNCIL MEETING DATE: September 13, 2021 TO: President Lawrence W. Atencio and Members of City Council CC: Nicholas A. Gradisar, Mayor VIA: Marisa Stoller, City Clerk FROM: Scott Hobson, Acting Director of Planning and Community Development SUBJECT: A RESOLUTION APPROVING THE SERVICE PLAN FOR VILLA BELLA METROPOLITAN DISTRICT NOS. 1-3 SUMMARY: The property owner who is the proponent for the creation of the Villa Bella Metropolitan Districts Nos.1-3 established under Title 32 of the Colorado Revised Statutes have submitted a Service Plan to the City for the proposed districts. The area where the districts would be established totals approximately 562 acres and includes a portion of the area that was annexed into the City of Pueblo on June 6, 1987, by Ordinance No. 5404. A future inclusion area totaling approximately 188 acres is also included in the Service Plan. The future inclusion area is annexed into the City and includes a portion of the Walking Stick Vistas subdivision. In accordance with the requirements of Title 32, Section 32-1-204.5, C.R.S., the City Council is required to approve the Service Plan of the districts prior to proceeding with the remaining steps required to form the district under state statutes. PREVIOUS COUNCIL ACTION: None. BACKGROUND: City Council’s approval of the Service Plan for the Villa Bella Metropolitan Districts Nos. 1-3 (“Service Plan”) is the initial step in creating a metropolitan district under Title 32 of the Colorado Revised Statutes. The proposed metropolitan districts total approximately 562 acres that is generally located north of Cesar Chavez Boulevard (SH 47) and west of Baculite Mesa Road. The property within the districts is within the territories that were formerly within the boundary of the Thunder Village Metropolitan District. The district property is contained within the boundary of the amended Villa Bella Planned Unit Development that was approved by City Council on May 24, 2021, through Ordinance No. 9938. The Service Plan encompasses the areas of the three metropolitan districts and includes the finance, construction, operation and maintenance of the facilities and improvements described within the service area. The metropolitan districts are proposed to be formed as separate distinct legal entities from the City with their own elected board of directors under the Colorado Special District Act. The Districts will have the authority, subject to voter approval, to impose mill levies on properties in the Districts for the specific purposes, including the operation of the district’s authorized services and debt payments, as described in the Service Plan. The proposed metropolitan districts may not deviate in a material manner from the requirements of the Service Plan. The Service Plan consists of a financial analysis and general engineering plans showing how proposed facilities and services will be provided and financed. The approval of the Service Plan by City Council does not imply any approval by the City of any development or improvement plan that is utilized or described in the Service Plan. Villa Bella Districts Nos. 1-3 will be organized to finance, construct, own, manage and operate the public improvements throughout the development areas. The Coordinating District will be responsible for managing the construction and operation of the public facilities and improvements within the development areas, and for providing funding to support costs related to the necessary services and improvements. The Financing Districts (Districts Nos. 2 and 3) will be responsible for financing its respective share of the improvements and associated operations and maintenance costs, as described in the respective plan for each Financing District. It is anticipated that the property within the boundaries of the Coordinating District will be developed for residential uses upon finalization of development plans. The Service Plan provides for the design, acquisition, construction, installation and financing of certain water, sanitation, street, safety protection, park and recreation, transportation, mosquito control, security, covenant enforcement, and fire protection improvements and services within and without the Service District’s boundaries. The City is not obligated to own, operate, or maintain any of the improvements provided by the district. Although any of the improvements that will ultimately be accepted by the City will be required to be designed and constructed in compliance with City Standards and provisions of the Municipal Code. Those improvements not dedicated to City for ownership, operation, and maintenance may be owned, operated, and maintained by the district or other appropriate entities. To finance both the on-site and off-site improvements, the Financial Plan provides for a maximum mill levy the Districts may impose for the payment of principal and interest on Debt at fifty (50) mills, along with a maximum of ten (10) mills for operations and maintenance. FINANCIAL IMPLICATIONS: The approval of the Service Plan does not impose any liability on the City nor create any responsibility or liability on the part of the City for any of the District’s obligations. BOARD/COMMISSION RECOMMENDATION: Not applicable. STAKEHOLDER PROCESS: The notice of the filing of the Service Plan with the City Clerk has been distributed to all existing taxing districts within the service area of the proposed district. The notice of the hearing on the proposed Service Plan has been provided to the taxing districts. ALTERNATIVES: If the Service Plan is not approved or not approved in the timeframe to meet the State Statutory requirements for the proponents to conduct an election to form the district, the proponents will not be able to hold another election, per state statutes until May 2022. RECOMMENDATION: Approval of the Resolution. Attachments: Proposed Resolution Services Plan for the Villa Bella Metropolitan District, Nos. 1-3 Service Plan Review Application Legal Notice for Public Hearing on Service Plan CONSOLIDATED SERVICE PLAN FOR VILLA BELLA METROPOLITAN DISTRICT NOS. 1-3 Prepared by COLLINS COCKREL & COLE P.C. 390 Union Blvd. Suite 400 Denver, Colorado 80228 Submitted: August ___, 2021 Approved: _______, 2021 {00845917.DOCX / 3 } TABLE OF CONTENTS I. INTRODUCTION..........................................................................................1 A. General Overview...........................................................................................1 1.Multiple District Structure..............................................................................3 2.Benefits of Multiple District Structure...........................................................4 a. Coordinated Services......................................................................................4 b.Avoids Premature Debt Issuance....................................................................4 c. Equitable Debt Allocation...............................................................................4 d.Bond Interest Rates.........................................................................................5 3.Initial Boundaries/Expansions........................................................................5 4.Future Consolidation/Dissolution of Districts................................................5 5.Existing Services and Districts.......................................................................6 B.Contents of Service Plan.................................................................................7 C.Modification of Service Plan..........................................................................7 II. NEED FOR NEW DISTRICTS AND GENERAL POWERS.......................7 A. Need for Metropolitan Districts......................................................................7 B. General Powers of Districts............................................................................8 1.Sanitation and Storm Drainage.......................................................................9 2.Water...............................................................................................................9 3.Non-Potable Water..........................................................................................9 4.Streets............................................................................................................10 5.Traffic and Safety Controls...........................................................................10 6.Parks and Recreation.....................................................................................10 7.Mosquito and Pest Control............................................................................10 8.Security Services...........................................................................................11 9.Covenant Enforcement and Design Review.................................................11 10.Fire Protection and Emergency Services......................................................11 11.Legal Powers.................................................................................................11 12.Other.............................................................................................................11 III. DESCRIPTION OF FACILITIES AND IMPROVEMENTS......................12 A. General..........................................................................................................13 B. General Design Standards/Dedication/Operations.......................................13 C. Wastewater System.......................................................................................14 D.Storm Drainage.............................................................................................14 1.Generally.......................................................................................................14 2.Culverts.........................................................................................................14 E. Water System................................................................................................14 1.Overall Plan..................................................................................................14 2.Design Criteria..............................................................................................14 F. Street System and Traffic Safety..................................................................15 1.General..........................................................................................................15 G. Signals and Signage......................................................................................15 H. Parks and Recreation/Landscaping...............................................................15 {00845917.DOCX / 3 } i DN 6134244.1 I. Mosquito and Pest Control............................................................................16 J. Fire Protection...............................................................................................16 K. Estimated Cost of Facilities..........................................................................16 IV. DEVELOPMENT PROJECTIONS..............................................................16 V. PROPOSED AGREEMENTS......................................................................16 A. Master Intergovernmental Agreement..........................................................16 B. Other Agreements/Authority........................................................................17 VI. OPERATION AND MAINTENANCE COSTS..........................................17 VII. FINANCING PLAN.....................................................................................17 A. Financing of Proposed Facilities and Services.............................................17 1.Debt...............................................................................................................19 2.Master IGA Obligations................................................................................21 3.General..........................................................................................................21 4.Risk Disclosure.............................................................................................22 5.Enterprises.....................................................................................................22 6.Rates and Charges.........................................................................................22 7.Maximum Interest Rate and Underwriting Discount....................................22 8.Obligations Issued to District Organizers/Affiliates.....................................22 9.District Revenue Sources..............................................................................23 10.Security for Debt...........................................................................................23 VIII. OTHER REQUIREMENTS/MISCELLANEOUS.......................................24 A. Other Requirements......................................................................................24 B. Miscellaneous...............................................................................................25 C. Intergovernmental Agreement......................................................................26 IX. DISSOLUTION/CONSOLIDATION..........................................................27 X. PROPOSED AGREEMENTS......................................................................27 A.Coordinated Services of Districts.................................................................27 B.Additional Intergovernmental Agreements and Agreements with Private Entities……………………………………………………………………..27 XI.VOTER AUTHORIZATION.......................................................................28 XII. CONCLUSIONS...........................................................................................28 {00845917.DOCX / 3 } ii DN 6134244.1 LIST OF EXHIBITS EXHIBIT A-1Legal Descriptions and Mapsof Initial District BoundariesDistrict Nos. 1-3 EXHIBIT A-2Legal Description and Map of Future Inclusion Area EXHIBIT BVicinity Map EXHIBIT CFinancing Plan EXHIBIT DPreliminary Survey of Public Improvements and Costs EXHIBIT EStatutory Contents of this Service Plan EXHIBIT FProposedIntergovernmental Agreements EXHIBIT GNotice of Special District Disclosure Form {00845917.DOCX / 3 } iii DN 6134244.1 I.INTRODUCTION A.General Overview. This Consolidated Service Plan (the “Service Plan”) is submitted pursuant to the Special District Control Act (the “Act”) (Section 32-1-101, et seq., of the Colorado Revised Statutes)for the proposed set of metropolitan districts to be called Villa Bella Metropolitan District Nos. 1-3 (individually referred to as “District” or collectively referred to as the “Districts”) within the boundaries of the City of Pueblo, Colorado (“Pueblo” or the “City”). A legal description and boundary map of the Coordinating Districtare contained in Exhibit A-1to this Service Plan. A vicinity map showing the location of the Coordinating District is contained in Exhibit Bto this Service Plan. The Service Plan constitutes a combined service plan for threeTitle 32 metropolitan districts within the boundaries of the City. The Districts, when organized, will serve the needs of a proposed 562-acrecommunity to be known as Villa Bella (hereinafterreferred to as the “Project”).Additionally, a future inclusion area of approximately 188-acres adjacent to Villa BellaandtheWalking Stick Vista Subdivision (near the Walking Stick Golf Course) is designated as a “Future Inclusion Area” thatis anticipated tobeincluded into one or more of the Districts in the future. The Districts are intended to be independent units of local government, separate and distinct from the City, and, except as may otherwise be provided for by State or local law or this Service Plan, theiractivities are subject to review by the Cityonly insofar as they may deviate in a material manner from the requirements of this Service Plan. The Districts are generally located generally North of Colorado 47 and West of Beculite Mesa Road. The property within the Districts are within territories also knownor formerlywithin the Thunder Village Metropolitan District and the Villa Bellasubdivision. The Districts initial boundaries referred to as Villa Bella will include approximately 562 acres withproposed expansion areasof approximately 188acres of future inclusion property (Walking Stick Vistas) to be included in District Nos. 1-3in the future (“Future Inclusion Area”). The total combined area of approximately 750acres of property (“Service Area”) is expected to be divided into several development areas planned for development of residential areas. Allofthe property within the Districts has been annexed to the City. The property within the respective boundaries of the Districts shall be subject to the ordinances, rules and regulations of the City,Annexation and Development Agreements with the City,and the approval of this Service Plan shall not be construed as representing approval of any alteration or amendment by the Cityof any such ordinances, rules, regulations or the Annexation Agreements. The Annexation and Development Agreements contemplatethe formation of special districts to provide funding and construction of public infrastructure, facilities, improvements and amenities proposed to be constructed, acquired, financed and installed within this Project (the “Public Improvements”). Alloftheproperty {00845917.DOCX / 3 } 1 DN 6134244.1 withinthe Districts’boundaries is subject to all of the City’s current ad valorem property and sales taxes and to any future amendments thereof. Certain assumptions are made in this Service Plan regarding number and type of residential units.Although, initial projections of 2,500 single family units have only been provided for the initial 562 acres.The actual composition and distribution of future development shall be as determined in accordance with subsequent development approvals to be sought from the City, and nothing in this Service Plan shall be construed as the City’s approval of such matters. The primary purpose of the Districts is to provide a part or all of the Public Improvements for the Project for the use and benefit of all anticipated inhabitants and taxpayers of the Districts and in a manner consistent with City-approved development plans. Most of the Public Improvements will be dedicated to the City. The Districts will have the power to operate and maintain certain improvements not dedicated to the Cityor other governmental entitiesincluding, but not limited to park and recreation facilities and improvements, trails and monumentation, gatehouses, landscaping and other public improvements and amenities. The types ofPublicImprovements that are anticipated to be provided for by the Districts shall include the types of facilities and improvements generally described in Section III, consisting of wastewater systems, storm drainage facilities, water systems, streets and roadways, traffic and safety facilities, park and recreation facilities, and mosquito/pest control. The Districts are being organized to serve as a method by which development can occur in the Cityin such a way as to eliminate economic risk to the City, provide economic benefits to property owners, and place the risk of development on property developers. The Financing Plandiscussed herein has been designed to assure that at no time will theCityhave any legal responsibility for any of the Districts’ obligations. This Service Plan is designed to assure that the risk of development remains with the developer until a sufficient tax base has been achieved to pay the Districts’ debt with reasonable mill levies. 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 are generally based are reflective of the current zoning for the property within the Districts, the cost estimates and the Financing Plan are sufficiently flexible to enable theDistricts to provide necessary services and facilities without the need for repeated amendments to the Service Plan. Modification of the proposed configuration of improvements, scheduling of construction of such improvements, as well as the locations anddimensions of various facilities and improvements shall be permitted to accommodate development needs consistent with zoning and future development approvals for the property. {00845917.DOCX / 3 } 2 DN 6134244.1 Considerable public infrastructure will be constructed to provide the Public Improvements necessary for the Project. This Service Plan addresses the Public Improvements that will be provided by the Districts and demonstrates how the Districts will work cooperatively to provide the necessary Public Improvements. All Exhibits referred to herein are attached to the end of this Service Plan. 1.Multiple District Structure. This Service Plan is submitted pursuant to the requirements of the Special District Control Act §32-1-101, et seq., C.R.S. (the “Act”). The use of a consolidated Service Plan for the Districts assures 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 alloftheDistricts. Where possible, however, specific reference is made to an individual District to help distinguish the powers and authorities of each District. It is anticipated that the Districts, collectively, will undertake the financing and construction, maintenance and operation of the Public Improvements. Villa Bella Metropolitan DistrictNo. 1 shall be referred to as the “Coordinating District”and Villa BellaMetropolitan District Nos. 2-3shall be referred to as the “Financing Districts.” This structure is intended to provide for the fair and equitable allocation of public infrastructure improvements and services among the property within the Project. The Financing Plandiscussed in Section VII refers to a preliminary financial plan for the Districts which is intended to be read as a unified Financing Plan which may be used for PublicImprovements for the Project. The Coordinating District is responsible for managing the construction and operation of facilities and improvements needed for the Project. The Financing Districts are responsible for providing the funding and tax base needed to support the Financing Plan. Various agreements will be executed by the Districts clarifying the nature of the functions and services provided by each District. The agreements are designed to help assure the orderly development of essential services and facilities, resulting in a community, which will be both an aesthetic and economic asset to theCity. The Coordinating District shall be authorized to provide Public Improvements, facilities, and services to and for the benefit of the entire area of the Project, including but not limited to acquisition of completed improvements pursuant to the Service Plan. The Coordinating District will be responsible for managing the construction, installation, acquisition, and operation of facilities and Public Improvements for the Project as well as coordinating the financing and management of the public facilities and services as approved by the Citythroughout the Project. Each Financing District will be authorized to provide improvements and services, including but not limited to acquisition of completedimprovements, to the property within and without their respective legal boundaries, as they may be amended from time to time. The Financing Districts will be {00845917.DOCX / 3 } 3 DN 6134244.1 responsible for producing property tax and other revenue sufficient to pay the costs of operationsand debt service expenses incurred for the Public Improvements, until such obligations are discharged, creating mutual benefits for the Projectand the City. The Coordinating District will have power to impose taxes only within its legal boundaries, but will be permitted to impose fees and charges in all or any portion of the area within the Districts, as well as to property outside of the Districts based upon services provided to such property, subject to the limitations provided in this Service Plan. The Districts shall be entitled to change the configuration of their internal boundaries, without changing the total acreage of the Project or reconfiguring the Districts’ Service Area, as their Boards of Directors may deem necessary. Any such internal reconfiguration shall be submitted to the CityManager. In no event shall any District include into its legal boundaries any property not located within the corporate limits of the Cityat the time of inclusion. All changes in the Districts’ boundaries must be made in compliance with the Act. 2.Benefits of Multiple District Structure. The multiple district structure offers significant benefits both to the Cityand the Project, including future property owners. In general, those benefits are: (a) coordinated administration of construction and operation of public improvements, and delivery of those improvements in a fashion that supports the orderly development of the Project; (b) avoiding the issuance of debt prematurely; (c) creating a means for the fair and equitable allocation of costs of public infrastructure across the Project; and (d) assured compliance with state laws regarding taxation in a manner which permits the obtaining the benefits of issuance of tax exempt financing at low interestrates. These benefits are addressed further below: a.Coordinated Services. Development of the Project will proceed in several phases, each of which requires the extension of public services and facilities. The multiple district structure assures that the construction and operation of each phase of public facilities is primarily administered by in accordance with a long-term construction and operations program. This is consistent with “best practices” in the development industry involving projects witha long-term development horizon. Use of the Coordinating District as the entity responsible for construction of each phase of improvements and for management of operations will facilitate a well-planned financing effort through all phases of construction and assists in assuring coordinated extension of services. b.Avoids Premature Debt Issuance. The multiple district structure helps assure that facilities and services needed for future build-out of the Project will be provided when they are needed, and not sooner. Projects that do not utilize multiple districts may be motivated to issue debt prematurely, since the prospect of loss of control over decision making exists. c.Equitable Debt Allocation. Allocation of the responsibility for paying debt for capital improvements will continue to be managed through development {00845917.DOCX / 3 } 4 DN 6134244.1 of a unified financing plan for those improvements and through development of an integrated operating plan for long-term operations and maintenance. Use of the Coordinating District to manage these functions helps assure that no area within the Project becomes obligated for more than its share of the costs of capital improvements and operations. Low-density areas will not bear a disproportionate burden of debt and operating costs, nor willhigh valued areas bear disproportionate burdens. Intergovernmental agreements between the Districts will assure that mill levies remain equitable throughout the Project. d.Bond Interest Rates. The use of the Coordinating District and/or the FinancingDistricts to issue bonds to provide for the cost of infrastructure in the Project will allow for the issuance of bonds at competitive interest rates. The combination of appropriate management, controlled timing of financing and the ability of the Districts to obtain attractive interest rates will benefit residents and property owners. 3.Initial Boundaries/Expansions. In order to implement the multiple district structure, the boundaries of the Coordinating District and the Financing Districts were configured to approximate the current plan for phases of development. TheInitial District Boundaries of District Nos. 1-3consists of approximately 562acres.Legal descriptionsand mapsof the boundaries of each of District Nos. 1-3are attached in Exhibit A-1.The Developer has an option to purchase the balance of the property to be contained within the legal boundaries of the Districts, identified as the Future Inclusion Area, which consists of approximately 188 acres of land. Accordingly, the initial boundaries of the Districts will be expanded and adjusted via the inclusion/exclusion process to incorporate the balance of the property being acquired by the organizers in this manner. Thelegal description and map of theexpanded boundaries of the Future Inclusion Area as they are expected to exist following the purchase of the balance of the property by theDeveloperare attached in Exhibit A-2.The combined acreage of the Future Inclusion Area is expected to be contained within the District Nos. 1-3. Following acquisition of all of the property proposed to be included within the Districts, the combined area of the Districts is expected to consist of approximately 750 acres (the “Combined Area”). Such Combined Area is depicted in the vicinity map attached hereto as Exhibit B. At build out, the assessed valuation of the initial area boundaries of District Nos. 1-3is expected to be sufficient to reasonably discharge the Debt as demonstrated in the Financial Plan. The population of District Nos. 1-3at build out is currently estimated to be approximately 7,500persons based upon an approximation of 3.0 persons per residence for 2,500residential units.Additional units and population increases are expected once the future inclusion area is included within the districts and approved development plans of the City are received. 4.Future Consolidation/Dissolution of Districts.Upon an independent determination by the City Councilthat the purposes for which the Districts were created have been accomplished, the Districts shall file petitions in the appropriate District Court {00845917.DOCX / 3 } 5 DN 6134244.1 forconsolidationor dissolutionin accordance with the applicable State statutes. In no event shall dissolution occur until the Districts have provided for the payment or discharge of all of their outstanding indebtedness or other financial obligations as required pursuant to State statutes. Additionally, the Coordinating District and the Financing Districts shall consider consolidation at the time each District’s debtor other financial obligationshave been paid. Following completion of construction of the improvements provided for in this Service Plan, the dedication of applicable improvements to other governmental entities, the repayment or discharge of all of the Districts’ outstanding indebtedness and other financial obligations as required by statute, and the assignment or assumption of all operating and maintenance responsibilities for the Districts improvements to other entities or owners’ associations and at such time as the Districts do not need to remain in existence to discharge their financial obligations or perform their services, the electorate of the Districts will consider either the consolidation of the Coordinating District and the Financing Districts into a single entity, or the dissolution of Financing Districts in accordance with state law at the time each District’s debt has been paid and adequate provision has been made for operation of all District facilities and improvements. It is currently planned that the Coordinating District or some form of consolidated Financing and Coordinating District will continue in perpetuity to maintain the signage, greenbelts and open spaces, parks and recreation facilities, certain regional trails, and storm drainage facilities not otherwise dedicated to the Cityor another public entity, maintenance facilities, landscaping and covenant enforcement for the Districts. Upon the City Council’sapplication with the Districts’ Boards to dissolve the Districts pursuant to Title 32, Article 1, Part 7, C.R.S., as amended from time to time, the Districts’ Boards shall, promptly and in good faith, take the necessary steps either consolidate or dissolve the Districts in accordance with state statutes. One or more of the Districts, including the Coordinating District will be allowed to continue for ownership, operations and maintenance of the District amenities or other public improvements not otherwise dedicated to the Cityand shall be allowed to retain those powers necessary to impose and collect taxes or fees to pay for the costs and functions permitted by this Service Plan or intergovernmental agreement with the City. 5.Existing Services and Districts. There are currently no other entities in existence in the undeveloped portion of the Project area, which have the intent, ability and/or desire to undertake the design, financing and construction of improvements needed for the community. Consequently, use of the Districts is deemed necessary for the provision of Public Improvements in the Project. The Districts are not overlapped by any other existing special districts. {00845917.DOCX / 3 } 6 DN 6134244.1 B.Contents of Service Plan. This Service Plan consists of a preliminary financial analysis and preliminary capital plan showing how the facilities and services for the Project are expected to be provided and how those facilities can continue to 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 Eattached hereto. This Service Plan satisfies each of these requirements of law. 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 organizers. Capital projections for public improvements and facilities were provided by M&S Civil Engineering Services. Piper Sandlerprovided the Financial Plan. Legal advice in the preparation of this Service Plan was provided by the law firm of Collins Cockrel & Cole, P.C.,which represents numerous special districts. C.Modification of Service Plan. This Service Plan has been designed with sufficient flexibility to enable the Districts to provide required services and facilities for the Project under evolving circumstances without the need for numerous amendments. While the assumptions upon which this Service Plan are generally based are reflective of current zoning for the property within the Project, the cost estimates and the Financing Plan are sufficiently flexible to enable the Districts to provide necessaryservices and facilities without the need to amend this Service Plan. Modification of the general types of services and facilities, as well as changes in proposed configurations, locations, or dimensions of various facilities and improvements shall be permitted to accommodate development needs consistent with then-current zoning for the Project. II.NEED FOR DISTRICTS AND GENERAL POWERS A.Need for Metropolitan Districts. In order to establish compliance with the standards for Service Plan approval set forth in §32-1-203(1), C.R.S., the following information is presented: 1.There is Sufficient Existing and Projected Need for Organized Service.The Financing Plan projects a total of 2,500single/multi-familyunits and amenities to be constructed within the area served by the Districts between 2022and 2034 for the initial district boundaries, representing a projected population ofapproximately 7,500persons (estimated at 3.0 person per residential unit). Accordingly, the demand for the services and facilities to be provided by the Districts is demonstrable. 2.The Existing Service in the Area to be Served is Inadequate for Present and Projected Needs/Adequate Service Through Other Governmental Entities Will {00845917.DOCX / 3 } 7 DN 6134244.1 Not Be Available Within a Reasonable Time and on a Comparable Basis. The facilities and services to be provided by the Districts will not be provided by any county, municipal or quasi-municipal corporations, including existing special districts. Neither the Citynor any existing special district plans to provide the facilities required for the development of the Project. Therefore, provision of facilities will not be available through other institutions. 3.TheDistricts are Capable of Providing Economical and Sufficient Service/The Districts Will Have the Financial Ability to Discharge Proposed Indebtedness on a Reasonable Basis. The Districts are necessary in order to provide the most economical and efficient means of ownership and operation of essential improvements to serve existing and future residents within their respective boundaries. The Financing Plan attached as ExhibitCdemonstrates the feasibility of providing the Public Improvements and services proposed herein on an economical basis, and the ability to discharge the proposed indebtedness on a reasonable basis. The formation of the Districts will facilitate the financing of the proposed public improvements at least cost, as the Districts will have access to tax-exempt financing that is not available to private entities. 4.The Creation of the Districts is in the Best Interests of the Area to be Served/Multiple District Structure.The matters described in items 1 through 3 of this Section establish that the creation of the Districts is in the best interests of the area to be served, in that they establish a demand for public improvements that will otherwise be unmet by other governmental entities and offer the advantage of obtaining public financing to fund these improvements. In addition, the use of a multiple district structure is beneficial, as it permits: a) the phasing of improvements to occur according to logical development modules, resulting in a more specific association of cost with benefit and less incentive to initiate public improvements programs too far in advance of development; b) the ability to arrange for delivery of public infrastructure in a manner that will conform to the approved development plans that will be associated with the Project in the future, thus permitting development of the Project in accordance with Cityexpectations; and c) maintenance of a reasonably uniform mill levy and fee structure through coordinated planning and financing for construction of Public Improvements. B.General Powers of Districts. Each District will continue to have power and authority to provide the services and facilities described in this Service Plan both within and outside their boundaries in accordance with Colorado law. If after the Service Plan is approved, the State Legislature includes additional powers or grants new or broader powers for Title 32 districts by amendment of the Special District Act, to the extent permitted by law any and all such powers shall be deemed to be a part hereof and available to be exercised by the District upon execution of a written agreement with City Councilconcerning the exercise of such powers in the sole discretion of the City Council. Execution and performance of such agreement by the District shall not constitute a material modification of the Service Plan {00845917.DOCX / 3 } 8 DN 6134244.1 by the District. The powers and authorities of each District will be allocated and further refined in a MasterIntergovernmental Agreement (“Master IGA”) between the Districts. For purposes of the Act, theMasterIGA shall not constitutean amendment of this Service Plan. It will constitute a binding agreement between the Districts regarding implementation of the powers contained in this Service Plan. The following is a list of those general powers and authorities authorized by the Act and this Service Plan: 1.Sanitation and Storm Drainage.The design, financing, acquisition, installation construction and operation and maintenance of storm or sanitary sewers, or both, sanitary sewer treatment and/or disposal facilities, flood and surface drainage improvements including but not limited to, collection lines, culverts, dams, retaining walls and appurtenances, and other natural or man-made drainage facilities, access ways inlets, channels, disposal works and facilities, solid waste disposalfacilities or waste services, systems, facilities and methods for collection and transportation of solid waste, detention ponds and paving, roadside swales and curb and gutter, wastewater lift stations, force mains and wetwell storage facilities, and all necessary or proper equipment and appurtenances incident thereto, together with all necessary, incidental and appurtenant facilities, land and easements, and all necessary extensions of and improvements to said facilities or systems within and without the boundaries of the Districts, but not outside the boundaries of the Citywithout the approval of the City. 2.Water. The design, financing, acquisition, installation and construction of a complete water and irrigation water system, including but not limited to, water rights, water supply, treatment, transmission and distribution systems for domestic and other public or private purposes, together with all necessary and proper water rights, equipment and appurtenances incident thereto which may include, but shall not be limited to, transmission lines, distribution mains and laterals, hydrants, storage tanks and reservoirs, storage facilities, wells, pumping facilities, and all necessary equipment and improvements, together with all necessary, incidental and appurtenant facilities, land and easements, and all necessary extensions of and improvements to said facilities and systems within and without the boundaries of the Districts, but not outside the boundaries of the Citywithout the approval of the City. 3.Non-Potable Water.The design, financing, acquisition, installation and construction of an irrigation water system, including, but not limited to, water rights, water supply, storage, transmission and distribution systems for public or private purposes, together will all necessary and proper reservoirs, and facilities, wells, water rights, equipment and appurtenances incident thereto which may include but shall not be limited to, transmission lines, distribution mains and laterals, storage facilities, landand easements, together with extensions of and improvements to said facilities and systems within and without the boundaries of the Districts, but not outside the boundaries of the Citywithout theapproval of the City. {00845917.DOCX / 3 } 9 DN 6134244.1 4.Streets.The design, financing, acquisition, installation, construction, operation, and maintenance of arterial street, collector and local streets, and other roadway improvements, including but not limited to curbs, gutters, culverts, storm sewers and other drainage facilities and systems, including without limitation lines, channels, detention ponds, retaining walls and appurtenances, and other natural or man-made drainage facilities, as well as sidewalks, bridges, pedestrian underpasses and tunnels, parking facilities, paving, lighting, grading, landscaping, entry features and facilities, undergrounding of public utilities, snow removal equipment, or tunnels, snow storage, and other street improvements, together with all necessary, incidental, and appurtenant facilities, landand easements, extensions of and improvements to said facilities and systems within and without the boundaries of the Districts, but not outside the boundaries of the Citywithout the approval of the City. 5.Traffic and Safety Controls. The design, financing, acquisition, installation, construction, operation, and maintenance of traffic and safety protection facilities and services through traffic and safety controls and devices on arterial streets and highways, environmental monitoring, and rodent and pest controls necessary for public safety, as well as other facilities and improvements, including but not limited to, main building entrances, access gates, guard shacks, street lighting and signage, signalization at intersections, railroad crossings, street and pedestrian crossings, traffic signs, area identification signs, directional assistance, and driver information signs, and security systems and services, together with all necessary, incidental, and appurtenant facilities, land easements, and all necessary extensions of and improvements to said facilities and systems within and without the boundaries of the District, but not outside the boundaries of the Citywithout the approval of the City. 6.Parks and Recreation.The design, financing, acquisition, installation, construction and maintenance of public park and recreation facilities and/or provision of passive, non-athletic recreational programs including, but not limited to, grading, soil preparation, sprinkler systems, playgrounds, playfields, bike and hiking trails, pedestrian and equestrian trails, pedestrian bridges, neighborhood parks, greenbelts, picnic areas, swimming pool facilities, lakes, open spaces, common area landscaping and weed control, outdoor lighting of all types, pedestrian underpasses and tunnels, urban plazas,golf courses, club houses and community event centersand other recreation facilities, together with all necessary, incidental and appurtenant facilities, land and easements, and all necessary extensions of and improvements to said facilities or systems within and without the boundaries of the District, but not outside the boundaries of the Citywithout the approval of the City. 7.Mosquito and Pest Control. The design, financing, acquisition, installation, construction, operation, and maintenance of systems and methods for the elimination and control of mosquitoes, rodents and other pests. {00845917.DOCX / 3 } 10 DN 6134244.1 8.Security Services.Subject to compliance with the provisions of §32- 1-1004(7), C.R.S., the design,financing,acquisition, installation, construction, operation and maintenance of security services including, but not limited to, perimeter and interior scheduled security patrols, construction of safety barriers or similar protective measures, establishment of rules of conduct for residents and visitors, acquisition of security equipment, protection of the Districts' property from unlawful damage or destruction, together with any and all other security measures which may be necessary or appropriate to the orderly conduct of the affairs of the Districts and for the protection of the health, safety, and welfare of the Districts' residents, taxpayers, officers, and employees, inclusive of the general public in connection therewith.Such security services are not intended to replace law enforcement provided by the Cityand/or County, rather these security services are intended to supplement and provide additional safety and protection of the Districts’ residents, property and facilities. 9.CovenantEnforcement and Design Review.Subject to compliance with the provisions of §32-1-1004(8), C.R.S., the ability to prepare, implement and enforce design and development guidelines, rules and regulations, or similar protective controls regarding all construction activities within the Districts' boundaries, including but not limited to, architectural standards forthe design, construction, erection, placement or installation of new structures or modification of existing structures within the Districts' boundaries. 10.Fire Protection and Emergency Services. The financing, design, acquisition, installation and construction of fire protection and emergency facilities including, but not limited to, fire stations, fire hydrants, as well as other necessary apparatuses, associated equipment, related facilities and improvements, together with all necessary, incidental, and appurtenant facilities, land easements, extensions of, and improvements to said facilities. 11.Legal Powers.The powers of the Districts willbe exercised by their Boards of Directors to the extent necessary to provide the services contemplated in this Service Plan. The foregoing improvements and services, along with all other activities permitted by law, will be undertaken in accordance with, and pursuant to, the procedures and conditions contained in the Special District Act (§32-1-201, et seq., C.R.S.), other applicable statutes, and this Service Plan, as any or all of the same may be amended from time to time. 12.Other. In addition to the powers enumerated above, the Boards of Directors of the Districts shall also continue to have the following authority: a.Plan Modifications.To amend this Service Plan as needed, subject to the appropriate statutory procedures provided that any material modification of this Service Plan shall be made only with the approval of the City Councilin accordance {00845917.DOCX / 3 } 11 DN 6134244.1 with § 32-1-207, C.R.S., and after obtaining a resolution of approval from the City Council; and b.To forego, reschedule, or restructure the financing, including the security therefore, and/or the operation and maintenance of improvements and facilities in order to better accommodate the pace of growth, resource availability, and financial interests of property of the Districts; and c.Phasing, Deferral. Without modifying this Service Plan, to defer, forego, reschedule, or restructure the financing and construction of certain improvements andfacilities, to better accommodate the pace of growth, resource availability, and potential inclusions of property within the Coordinating District. d.Additional Services. Except as specifically provided herein, to provide such additional services and exercise such powers as are expressly or impliedly granted to special districts by Colorado law, including but not limited to those powers delineated in Section 32-1-1004, C.R.S., as the same may be amended from time to time. e.Subdistricts. With the priorconsent of City Council,the Coordinating Districtshall have the authority pursuant to Section 32-1-1101(1)(f)(I), C.R.S. and Section 32-1-1101(1.5)(a) through (1.5)(e), C.R.S., to divide the Coordinating Districtinto one or more areas consistent with the services, programs and facilities to be furnished therein. f.Special Improvement Districts. With the prior consent of City Council, the Coordinating Districtshall be authorized to establish special improvement districts within the Service Area as provided in Section 32-1-1101(1)(g), C.R.S. g.Enterprises. The Coordinating District’s Board may set up enterprises to manage, fund, and operate such facilities, services, and programs as may qualify for enterprise status using the procedures and criteria provided in Article X, Section 20, Colorado State Constitution. To the extent provided by law, any enterprise established by the Coordinating District’s Board will remain under the control of the Coordinating District’s Board. h.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, except as limited hereby and pursuant to the Intergovernmental Agreement to be executed between the Districts and the City, attached as Exhibit F. III.DESCRIPTION OF FACILITIES AND IMPROVEMENTS The Coordinating District and Financing Districts are permitted to exercise their statutory powers and their respective authority set forth herein to finance, construct, acquire, operate and maintain the public facilities and improvements described in Section II of this Service Plan, either directly or by contract. Where appropriate, the Districts may contract with various public and/or private entities to undertake such functions. {00845917.DOCX / 3 } 12 DN 6134244.1 The diagrams contained in the Exhibits to this Service Plan show the conceptual layouts of the public facilities and improvements described in this Section III. Additional information for each type of improvement needed for the Project is set forth in the following pages. It is important to note that the preliminary layouts contained in the exhibits are conceptual in nature only, and that modifications to the type, configuration, and location of improvements will be necessary as development proceeds. The following sections contain general descriptions of the contemplated facilities and improvements that will be financed by the Financing Districts. The general descriptions of improvements set forth in this Service Plan, as well as the cost estimates provided,are preliminary and will be subject to modification and revision by the Districts without the need for an amendment to this Service Plan, as necessary or appropriate based on development plans or approvals, engineering, financial factors, Cityrequirements and construction scheduling. Improvements not specifically described herein shall be permitted as long as they are generally identified in this Service Plan and/or expressly or impliedly granted byColorado law.As shown in Exhibit D, the estimated, uninflatedcost of the publicimprovements which may be planned for, designed, acquired, constructed, installed, relocated, redeveloped, maintained or financed by the Districts is approximately $98,017,917 for the initial 562 acres, inclusive of engineering and construction contingencies, but exclusive of other soft costs and all costs of issuance, including but not limited to bond issuance expenses, debt service reserves, capitalizedinterest, underwriter’s discount, legal fees, as well as organizational costs. Notwithstanding the cost estimate allocations among particular categories of improvements, the Districts shall be permitted to reallocate costs among such categories of improvements as necessary to best serve the Project. As shown in the Preliminary Infrastructure Plan for District Nos. 1-3attached hereto asExhibit Dand incorporated herein by reference, the estimated cost of thePublic Improvements which may be planned for, designed, acquired, constructed, installed, relocated, redeveloped, maintained or financed by the Districtsisapproximately $98,017,917 in the aggregate for all of District Nos. 1-3estimated public improvements and amenities projectedfor the initial 562 acres of property withinExhibit D. A.General. Construction of all planned facilities and improvements will be scheduled to allow for proper sizing and phasing to keep pace with the need for service. All descriptions of the specific facilities and improvements to be constructed, and their related costs, are estimates only and are subject to modification as engineering, development plans, economics, the City's requirements, and construction scheduling may require. B.General Design Standards/Dedication/Operations. It is planned that all PublicImprovements that will not be owned, operated, and maintained by the Districts shall be dedicated to either the Cityor other governmental entities for ownership, operations and maintenance. Those Public Improvements which {00845917.DOCX / 3 } 13 DN 6134244.1 will be dedicated to the Citywill be designed and constructed in accordance with standards adopted by the City. Any Public Improvements that are to be dedicated to other governmental entities will be designed and constructed inaccordance with the standards of such entities, provided that any wastewater treatment facilities constructed by the Districts may only be dedicated to the Cityfor operations and maintenance. The Districts shall be authorized to operate and maintain Public Improvements until such time as they are dedicated to the Cityor other governmental entity. Any Public Improvements not accepted by the Cityor other appropriate governmental entity for ongoing ownership, operations and/or maintenance, shall be owned, operated and/or maintained by the Districts. The timing for conveyance of Public Improvements to the Citywill be determinedby mutual agreement between the Coordinating District and the City. C.Wastewater System. All major elements of the sanitary sewer improvements required for the Project are expected to be designed, and installed by the Coordinating District. D.Storm Drainage. 1.Generally. The CoordinatingDistrict is expected to install the necessary storm drainage system to serve the property within the Districts. The proposed elements of the storm drainage system will provide a network of culverts, roadside swales, pipes,detention and water quality ponds, inlet and outlet structures, and curbs and gutters designed and installed in accordance with applicable Citystandards and sound engineering judgment. 2.Culverts. Culverts will be installed as appropriate. Culverts will be designed and constructed topass flows as required by Citystandards, and may include headwalls, wing walls, inlet and outlet structures, and riprap protection to enhance their hydraulic capacity and reduce bank or channel erosion. E.Water System. 1.Overall Plan. The water system is planned to consist of potable and irrigation water distribution systems consisting of buried water mains, fire hydrants, and related appurtenances located predominately within the Districts’ boundaries. The final configuration of the water systems isyet to be designed. When design and construction are finalized, the system will serve each development tract from adjacent streets and roads. All major elements of the water facilities are expected to be designed and installed by the Coordinating District. 2.Design Criteria. The proposed domestic potable water distribution system and the irrigation water system are expected to include pressurized water mains with multiple pressure zones. Water system components will be designed and installed in {00845917.DOCX / 3 } 14 DN 6134244.1 accordance with Citystandardsand the applicable standards of the Coordinating District. The water system will also be designed based on applicable fire protection requirements. Certain water facilities may, pursuant to an agreement between the Districts,be dedicated to the City asappropriate and in accordance with approved development plans; those facilities so dedicated shall be designed and installed in accordance with the applicable standards of the City.Certain water facilities may, pursuant to an agreement with the City be dedicated to the City. F.Street System and Traffic Safety. 1.General. Anticipated improvements includebut are not limited to, design, construction and/or acquisition of an entire public street system and associated street furnishings, landscaping and amenities within the Districts. Pedestrian-oriented streets,such as those planned for portions of the Districts,contain a high concentration of public amenities (lighting, furnishings, special paving and curb treatments, enhanced landscaping, public art, etc.). Street improvements will be constructed in dedicated public rights-of-wayor on land owned in fee by the City. Typical elements may include: a.Grading; b.Street, curb, sidewalk and storm inlet construction; c.Street trees, tree grates, tree lawns, hedges, other forms of landscaping and irrigation systems; d.Street and pedestrian lighting and electrical service to serve this lighting; e.Street furnishings such as benches, bike racks, trash receptacles, poles, signage and newspaper vending machine corrals; and f.Railroad crossings and safety signs/signalization, pedestrian crossings, traffic signs, area identification signs, directional assistance, and driver information signs. G.Signals and Signage. Anticipated improvements include new traffic signals and controls associated with the new public streets within the Project. New traffic signals and associated electrical connections are anticipated along the major roadways within the Project. Traffic signage and controls (stop, yield, directional signage, etc.) will also be required along newly constructed public streets and at intersections throughout the site. H.Parks and Recreation/Landscaping. Landscaping may be installed along the roadway rights-of-way and trail easements. The Coordinating District expects to install and maintain landscaped highlights along the {00845917.DOCX / 3 } 15 DN 6134244.1 internal streets and entry features at major entrances. Additional features may be installed and maintained by the developers of the individual parcels.All District open space tracts, trails, and park improvements shall be open and available to the general public and City citizens free of charge. CityTrails and Regional Trailswhich are interconnected with a Cityor regional trail system shall be open to the public free of charge and on the same basis as residents and owners of taxable property within the Districts. The Districts will coordinate with the Cityregarding the operation and maintenance of the Cityand regional trails and assist with the financing, construction, installation and operation and maintenance of the trails benefiting the Districts, their constituents and guests. I.Mosquito and Pest Control. The Districts shall be permitted to construct, acquire, install and otherwise provide various systems and equipment, as well as employ appropriate methods for the elimination and control of mosquitoes, rodents and other pests.To the extent practicable, the Districts shall work cooperatively with the Cityto ensure such efforts at mosquito and pest control are not duplicated by the Cityand the Districts. J.Fire Protection. The Districts expect to finance, construct, acquire and install fire protection facilities and equipment, including temporary and/or permanent fire stations and related structures, engine trucks, ladder trucks, and any and all other necessary apparatuses, associated equipment, materials, and facilities necessary for such facilities and equipment. Fire protection facilities and equipment shall conform to the standards of the City of Pueblo and any applicable Fire Protection District, to which such facilities and equipment are expected to be dedicated for ownership, operations and maintenance. K.Estimated Cost of Facilities. The estimated cost of the facilities to be constructed, installed and/or acquired by the Coordinating District are shown in Exhibit E attached hereto. IV.DEVELOPMENT PROJECTIONS Land use within theProject will be residential and commercial, and projection of the number and type of residential units, as well as projections of commercial development, are included within the Financing Plan. V.PROPOSED AGREEMENTS A.Master Intergovernmental Agreement. As noted in this Service Plan, the relationship between the Coordinating District and the Financing Districts, including the means for approving, financing, constructing, and {00845917.DOCX / 3 } 16 DN 6134244.1 operating the public services and improvements needed to serve the Project isestablished bytheMaster IGA. The Master IGA generally providesthat the Financing Districts will pay to the Coordinating District over a period of years the costs of: (1) the construction, acquisition, and equipping of certain public facilities and services (including the cost of financing);and (2) the operation and maintenance of the facilities. The obligation to pay the amounts required under the Master IGAis a contractual general obligation debt of the Financing Districts subject to certain limitations. Under the Master IGA, the Financing Districts havecovenantedto levy the taxes necessary, together with other available funds, to meet the payment obligations set forth in theMaster IGA. In return for the payment under the Master IGA, the Coordinating District agreesto: (1) acquire, construct and equip the facilities;(2) provide for their operation and maintenance;and (3) provide service to the property within the Districts or convey facilities to other appropriate entities that will provide service. The total obligation of the Financing Districts represented by the Master IGA islimited to the costs of construction and operations and maintenance as set forth in this Service Plan. B.Other Agreements/Authority. To the extent practicable, the Districts may enter into additional intergovernmental and private agreements to better ensure long-term provision of the improvements and services and effective management. Agreements may also be executed with property owner associations and other service providers. All such agreements are authorized pursuant to Colorado Constitution, Article XIV, §18(2)(a) and §29-1-201,et seq., C.R.S. VI.OPERATION AND MAINTENANCE COSTS Estimated costs for operation and maintenance functions are presented within the Financing Plan attached as ExhibitCattached hereto. Additionally, the Districtsshall have the power impose a system of rates, fees, tolls, penalties and charges for facilities and services provided, in accordance with Colorado law. The estimated revenues from such fees and charges are reflected in the Financing Plan discussed in the following section. VII.FINANCING PLAN A.Financing of Proposed Facilities and Services. Initial estimates of anticipated costs of capital facilities, general administration,and operations of the Districts are set forth in the Financing Plan and are anticipated to be funded by the Coordinating District and/or the Financing Districts from a combination of property taxes and non-tax revenues as described below. The Districts may authorize, issue, sell, and deliver such bonds, notes, contracts, reimbursement agreements, or other obligations evidencing or securing a borrowing (collectively, “Obligations”) as are permitted by law. Obligations may be payable from any and all legallyavailable revenues {00845917.DOCX / 3 } 17 DN 6134244.1 of the Districts in any form or combination of forms that may be permitted by applicable law. All or any portion of the proceeds of the Obligations issued may be used to fund such previously incurred expenses for Public Improvements via reimbursement to and/or acquisition from the entity advancing the costs for such improvements. Further, it is expected that the costs advanced for the organization and initial operations of the Districts will be similarly reimbursable to the entity advancing such costs. The Districts may also issue the Obligations directly to the organizers or other private party advancing funds or furnishing facilities on behalf of the Districts from time to time, to reimburse funds advanced and/or acquire facilities soconstructed. Notwithstanding the foregoing, the Districts shall not issue bonds to fund or make any payment to the organizers of the Districts, their affiliates, or to any other private party or entity advancing funds or furnishing public facilities whichare to be dedicated to or used by the Districts or the Cityand their respective residents, to the extent the cost of any such public facility is paid or reimbursed to such entity or person pursuant to those certain Annexation and Development Agreements among the City of PuebloandLorson, LLC. This limitation shall apply only to the expense being reimbursed pursuant to the Annexation and Development Agreements and shall not prevent the reimbursement to any person or entity, including, without limitation,the organizers of the Districts and their affiliates, for the purpose of reimbursing any other advance of funds or the furnishing of any public facilities. Other than with respect to the mill levy cap and Debt Limits (defined below), the Districts shall be permitted to modify the nature, amount, timing, structure, security enhancements, or type of financing used from that shown in the Financing Plan to respond to current needs and circumstances, such modifications not being considered a material modification of this Service Plan, as it applies to any individual District, or collectively to all the Districts. The Financing Plan attached as Exhibit Csets forth certain assumptions, and estimated revenues, expenses, and debt service requirements with respect to each District. The Financing Plan contains one illustration of a financing structure by which the Public Improvements would be financed, including the estimated costs of engineering services, legal services, administrative services, proposed bond issuances, estimated maximum proposed interest rates and discounts, land or facilities to be acquired, and other major expenses relating to the organization and operation of the Districts.The Financing Plan is not intended to establish an additional limitation, but rather is one example of a financing that could be pursued. The amount of Debt issued, the mill levy pledged, the date of issuance, the term of the bonds and other information in the Financing Plan is intended to show one example of the Districts’ ability to issue and repay Debt. The actual Debt issued by the Districts will most certainly differ from what is shown in the Financing Plan. Notwithstanding anything else herein to the contrary, all issuance of Debt shall be deemed to be in compliance with the Financing Plan and the Service Plan so long as the minimum {00845917.DOCX / 3 } 18 DN 6134244.1 criteria and limitations set forth herein have been met.The Financing Plan assumes no revenues from Conservation Trust Funds or Great Outdoor Colorado funds, and the Districts shall request such funds only if separately approved by the City. The funds and assets of the Cityshall not be pledged as security for the repayment of any Obligations issued by the Districts. 1.Debt. As used in this Consolidated Service Plan, the term “Debt” means the principal amount of any Obligation (other than those Obligations of the Financing Districts owed to the Coordinating District pursuant to the terms of the Master IGA described in paragraph 2 below) payable in whole or in part from ad valoremproperty taxes and/or rates and charges as described in paragraph 4 below to be imposed by any of the Districts. Debt may be issued in an amount approved by the Boards of Directors of the Districts for Public Improvementsandservices eligible for fundingin accordance with applicable law, subject to the limitations set forth herein. Debt does not include contracts or agreements of the Districts entered into in the ordinary course of business (e.g. consultant, engineering, and construction contracts for public improvements). In order to respond to future contingencies and increases in costs, the Debt issuance limit for the District Nos. 1-3shall be $63,200,000in the aggregate for all Districts combined (the “Combined Debt Limit”) (the “Debt Limits”)which represents 150% of the current financial proforma provided by Piper Sandler based upon 2,500 unit build out of the initial district boundaries. The additional future inclusion acreage may include more than 800 additional single-familyunits and related infrastructure and improvements needed for that area. The additional contingency requested is intended to provide flexibility for the future inclusion area and contingencies in construction and development for the Villa Bella Project, provided that such limitations shall not be applicable to refunding Bonds issued by the Districts to refund outstanding Debtor intergovernmental agreements between the Districts. The issuance of Debt in excess of the proposedDebt Limit may only be exceed by the District issuing the Debt by obtaining approval of an amendment to this Service Plan. In this fashion, the Districts will have reasonable flexibility to adjust the actual amount of Debt to be issued, to respond to changing development dynamics, economic conditions within the Districts, the potential for District boundary adjustments as described previously, and changing capital costs. The Districts also shall be permitted to seek debt authorization from their electorates in excess of these amounts to accountfor contingencies, but may not issue debt beyond the Debt Limits prescribed without approval through an amendment to this Service Plan. The obligations of the Financing Districts to the Coordinating Districtas set forth in the Master IGA concerning the funding of the PublicImprovements shall not count against the Debt Limits; provided, however, that any Obligations issued by the Coordinating District which are secured by such obligations of the Financing Districts shall count against the Debt Limits. Debt that has been paid or refunded does not count against {00845917.DOCX / 3 } 19 DN 6134244.1 the Debt Limit, nor shall increases necessary to accomplish a refunding, reissuance or restructuring of Debt. The Districts may authorize, issue, sell, and deliver such Obligations as are permitted by law, provided that the following limitations shall apply to Debt payable in whole or in part from ad valorem property taxes, except where waived by the Cityor as is otherwise provided herein: a.The Districts may assess a mill levy on all taxable property in the Districts’ Boundaries as a source of revenue for repayment of debt service and for operations. Each of the Financing Districts shall only be required to fund on an annual basis, the amount that the applicable Financing District would be capableof funding through tax revenues resulting from the imposition of the Debt Mill Levy Cap (defined herein). The maximum mill levy the Districts may impose for the payment of principal and interest on Debt shall be sixty (60) mills (the “Debt Mill Levy Cap”); provided that if, on or after January 1, 2019 there are changes in the method of calculating assessed valuation or any constitutionally mandated tax credit, cut or abatement; the mill levy limitation applicable to such Debt may be increased or decreasedto reflect such changes, such changes or decreases to be determined by the Districts’ Boards in good faith so that to the extent possible, the actual tax revenues generated by the mill levy, as adjusted for changes occurring after January 1, 2019, are neither diminished or enhanced as a result of such changes. For purposes of the foregoing, a change in the ratio of actual valuation shall be deemed to be a change in the method of calculating assessed valuation. Except as otherwise provided in this subparagraph a, the Debt Mill Levy Cap shall not be increased unless approved by the City Council and as permitted by statute. Any such increase shall be considered a material modification of the Service Plan. The Districts may impose a mill levy to defray operations, maintenance, and administrative expenses of each District, as deemed necessary to pay for such expenditures. The Districts shall not impose or attempt to impose a mill levy, or fees in lieu of a mill levy, on any of the property conveyed or dedicated to the Cityof Pueblo as provided in this Service Plan. b.The issuance of Debt to the organizers of the Districts or their affiliates may permit interest to accrue on the total unpaid amount, such interest to be paid according to such terms as may then be established, but without compounding. An individual District shall not impose a levy for repayment of any and all Debt (or use the proceeds of any mill levyfor repayment of Debt) to the organizers of the Districts or their affiliates, on any single property developed for residential uses which exceeds forty (40) years after the year of the initial imposition of such debt service mill levyunless there is a refunding of a part or all of the Debt and such refunding will result in a net present value savings as set forth in Section 11-56-101, C.R.S., et seq.. Notwithstanding any other provision hereof, such Debt referred to in the preceding sentencesshall be deemed to be {00845917.DOCX / 3 } 20 DN 6134244.1 discharged at such time as the debt service mill levy is suspended at the end oftheforty (40)year period. 2.Master IGA Obligations. The obligations of the Financing Districts under the Master IGAto pay the Coordinating District for capital and general operating expenses of the Districts shall constitute “contractual debt”of the Financing Districts, but shall not count against the Debt Limits. Accordingly, mill levies certified to make necessary payments to the Coordinating District may be characterized as debt service or operations and maintenancemill levies notwithstanding that they are imposed in part to pay contractual obligations for debt service and operations and maintenance services provided by the Coordinating District. Any such mill levy certified under the Master IGA shall be subject to the mill levy maximums established in Section VII.A.1.a, and Section VII.A.7. 3.General. The Districts shall be authorized to provide for the planning, design, acquisition, construction, installation, relocation, financing, ownership, operation and maintenance and/or redevelopment of the Public Improvements from their revenues and by and through the proceeds of Debt to be issued by the Districts. The Financial Plan for the Districts shall be to issue such Debt as the Districts can reasonably pay within the revenues derived from the maximum debt mill levies as provided above,fees,and other legally available revenues. The total Debt that the Districts shall be permitted to issue shall not exceed Sixty-Three Million,TwoHundred ThousandDollars ($63,200,000) in the aggregateand shall be permitted to be issued on a schedule and in such year or years as the Districts determine shall meet the needs of the Financial Plan referenced above and shall be phased to serve development as it occurs. A pro forma Financial Plan is attached hereto asExhibit C. The attached Financial Plan is one illustration of how the Public Improvements and other services of the Districts may be financed; however, the final terms of such financing shall be determined by the Districts, subject to the parameters established within this Service Plan. All bonds and other Debt issued by the Districts may be payable from any and all legally available revenues of the Districts, including general ad valorem taxes and fees to be imposed upon all taxable propertywithin the Districts. The Districts mayalso 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 from time totime.Any fees or charges imposed by the Districts shall be assessed in accordance with law, will be used for specifiedpurposes,and be rationally related to a legitimate public purpose. Prior to the issuance of long-term bonds, the Districts may issue bond anticipation notes or other multiple-fiscal year financial obligations secured by the revenues generated from property taxes, capital facilities fees, district fees, and any other District revenues collected by the Districts. Credit enhancement may be provided for any obligation of the Districts, if necessary. The Districts may make multiple-fiscal year financial obligation pledges secured by property taxes, specific ownership taxes and the {00845917.DOCX / 3 } 21 DN 6134244.1 system development fee revenue to fund the acquisition and installation of the Public Improvements for the Project. Revenue from property taxes, specific ownership taxes and system development fees and from other available sources will be used to retire bonds, other debt or multiple-fiscal year financial obligations. 4.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 of lots, sale of commercial space, 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. 5.Enterprises. The Districts may exercise any of its powers through enterprises established in accordance with Article X, §20 of the Colorado Constitution (TABOR). 6.Rates and Charges. The Districts shall have the power to derive revenue from and pledge any other legally-available revenue source, including but not limited to those derived from fees, rates, tolls, penalties or charges as provided by § 32-1- 1001(1), C.R.S., or otherwise as may be permitted by law. The Financing Plan therefore assumes revenues from various sources in addition to property taxes, and may include in the future such other revenues as the Districts may legally generate. 7.Maximum Interest Rate and Underwriting Discount. The interest rate on any Obligations is expected to be the market rate at the time the Obligations are issued. The proposed maximum interest rate shall not exceed 12%. The proposed maximum underwriting discount shall not exceed 5%. 8.Obligations Issued to District Organizers/Affiliates. Prior to the issuance of any Obligations to the organizers of the District or their affiliates, the District issuing the Obligation shall obtain the certification of an External Financial Advisor (as defined below) substantially as follows: We are \[I am\] an External Financial Advisor within the meaning of the District’s Service Plan. We \[I\] certify that (1) the net effective interest rate (calculated as defined in Section 32-1-103(12), C.R.S.) to be borne by \[insert the designation of the Debt\] does not exceed a reasonable current \[tax exempt\]\[taxable\] interest rate, using criteria deemed appropriate by us \[me\] and based upon our \[my\] analysis of comparable high yield {00845917.DOCX / 3 } 22 DN 6134244.1 securities; and (2) the structure of \[insert designation of the Debt\], including maturities and early redemption provisions, is reasonable considering the financial circumstances of the District. The term “External Financial Advisor” means a consultant that: (i) advises Colorado governmental entities on matters relating to the issuance of securities by Colorado governmental entities, including matters such as the pricing, sales and marketing of such securities and the procuring of bond ratings, credit enhancement and insurance in respect of such securities; (ii) shall be an underwriter, investment banker, or individual listed as a public finance advisor in the Bond Buyer’s Municipal Market Place; and (iii) is not an officer or employee of the District and has not been otherwise engaged to provide services in connection with the transaction related to the applicable Obligation. 9.District Revenue Sources. Each of the Districts may impose a mill levy on taxable property within their boundaries as a primary source of revenue for repayment of debt service and for operations and maintenance. The Districts may also rely upon various other revenue sources authorized by law. At the Districts’ discretion, these may include the statutorily defined power to assess fees, rates, tolls, penalties, or charges that are reasonably related to the services and facilities being provided in accordance with Section 32-1-1001(1), C.R.S., as amended from time to time. The Districts may also assess fees, rates, tolls, penalties, or charges that are reasonably related to the District amenities, public improvements owned, operated and maintained by the Districts, and other facilities and services being provided in accordance with Section 32-1-1001(1), C.R.S., as amended from time to time. Additionally, the Districts shall be entitled to impose administrative feesas necessary to cover additional expenses associated with use of District recreational improvements, other than parks and trails, by Cityresidents who do not reside in the Districts taking into account the District residents taxes and fees paid to construct the facilities and improvements to ensure that such costs are not the responsibility of District residents. All such Fees shall be based upon the District’s determination that such Fees do not exceed a reasonable annual market fee for users of such facilities.No Fees related to the funding of costs of a capitalnature shall be authorized to be imposed upon or collected from taxable property owned or occupied by an End User(defined as a resident, homeowner, renter, commercial property owner, or commercial tenant, but excluding the business entity that constructs homes or commercial structures)which has the effect, intentional or otherwise, of creating a capital cost payment obligation in any year on any taxable property owned or occupied by an End User. 10.Security for Debt. The Districts shall not pledge any revenue or property of the Cityas security for the indebtedness set forth in this Service Plan. Approval of this Service Plan shall not be construed as a guarantee by the Cityof payment of any of the Districts’ obligations; nor shall anythingin the Service Plan be construed so as to create {00845917.DOCX / 3 } 23 DN 6134244.1 any responsibility or liability on the part of the Cityin the event of default by the Districts in the payment of any such obligation. The Financing Plan demonstrates that the Districts will have the financial capability to discharge the proposed indebtedness with reasonable mill levies assuming reasonable increases in assessed valuation and assuming the rate of build-out estimated therein. VIII.OTHER REQUIREMENTS/MISCELLANEOUS A.Other Requirements. The Districtsshall continue to be subject to the following additional requirements: 1.Submission of annual reports as described in §32-1-207(3), C.R.S., not later than March 1 of each year following the year of organization, containing the following information, at a minimum: a.Boundary changes made; b.Intergovernmental Agreements executed; c.Proposed capital construction projects for current year; d.Proposed public improvement dedications for current year; e.Projected Debt issuance for current fiscal year;and f.Material litigation to which a District is a party. 2.The Districts shall furnish the Citywith a copy of its annual audit at the same time as the audit is filed with the Division of Local Government. 3.The Districts shall furnish the Citywith a copy of the Districts’ mill levy certification at the time such certification is provided to the County. 4.Material modifications of this Service Plan shall be subject to approval by the Cityin accordance with the provisions of §32-1-207, C.R.S.and as provided herein. 5.Disclosure to Purchasers. The Developer and the Districts will provide written notice to initial purchasers of property located within the Districts at the time of closingthat disclosesthe existence of the Districts and of any additional taxes, charges, and/or assessments that may be currently in effect and imposed in connection with the Districts. The written notice shall also provide information concerning the maximum debt milllevy, as well as a general description of the Districts’ authority to impose and collect rates, fees, tolls and charges. {00845917.DOCX / 3 } 24 DN 6134244.1 B.Miscellaneous. The Districts shall be empowered to undertake all activities authorized by this Service Plan, including all powers necessary or implied therefrom, in accordance with the Special District Act (§32-1-201, et seq., C.R.S.). The grant of authority contained in this Service Plan does not constitute the agreement or binding commitment of the Districts enforceable by third parties to undertake the activities described, or to undertake such activities exactly as described. 1.Standards of Construction/Statement of Compliance. Any facilities, which theCoordinating Districtmay construct pursuant to this Service Plan, if constructed, shall be constructed in accordance with the following provisions: a.The sanitary sewer treatment and/or collection facilities will be designed, constructed and maintained in accordance with the standards of the Colorado Department of Health, the City of Pueblo and/or anyother applicable local, state or federal rules and regulations. b.TheCoordinating District’s water system will be constructed and maintained in accordance with the standards of theBoard of Water Works of the City ofPueblo, Colorado, the Colorado Department of Health or other jurisdictions, as appropriate. c.All streets and safety protection facilities to be dedicated to the City of Pueblo will be constructed in accordance with the standards and specifications of the City ofPueblo. d.All storm sewers and facilities will be constructed in accordance with the standards and specifications of the City of Pueblo and other local jurisdictions, as appropriate. e.All parks and recreational facilities and/or services will be constructed in accordance with engineering and design requirements appropriate for the surrounding terrain, and shall be in compliance with standards of the City of Pueblo or other local public entities, as appropriate. f.Alltransportation facilities and/or services will be provided in accordance with the standards and specifications of the City of Pueblo, if any, or other local public entities, as appropriate. g.All mosquito control activities and/or programs will be providedin accordance with the standards and specifications of the Colorado Department of Health, the City of Pueblo and other applicable local, state and federal regulations. h.All fire protection facilities and services will be designed, constructed and maintained in accordance with the standards of the City of Pueblo, the Fire Department and any other applicable local, state or federal rules and regulations. {00845917.DOCX / 3 } 25 DN 6134244.1 i.TheCoordinating Districtwill insure that any facilities which theCoordinating Districtmay construct pursuant to this Service Plan are designed and constructed in accordance with the standards and specifications of the City of Pueblo and of other governmental entities having proper jurisdiction. The Coordinating Districtwill obtain the Cityof Pueblo’sapproval of civil engineering plans and will obtain applicable permits for construction and installation of all such facilities prior to performing all such work. j.TheCoordinating Districtwill require its engineers to implement a plan to assure that the standards by which the facilities are to be constructed are in accordance with the specifications of the City of Pueblo and any other party which will have jurisdiction over the design and/or construction of such facilities. k.The City of Pueblo is not and never shall be obligated to pay any of the debt obligations of the Coordinating District. The faith and credit of the City of Pueblo will not be pledged for the repayment of any debt or other financial obligation of any Districts. This will be clearly stated on all offering circulars, prospectuses, or disclosure statements associated with any securities issued by any District. The District shall not utilize the “City of Pueblo’’ name in the name of the District. In the text of each Bond and any other instrument representing and constituting the debt or other multi-fiscal year obligation of any of the Districts, there shall be set forth a statement in substantially the following form: By acceptance of this instrument, the owner of this Bond \[or other debt obligations\] agrees and consents to all of the limitations in respect of the payment of the principal of and interest on this Bond \[or other debt obligations\] contained herein, in the resolution of the District authorizing the issuance of this Bond \[or other debt obligations\] and in the Service Plan for the District. Similar language describing the limitations in respect of the payment of the principal of and interest on debt set forth in this Service Plan shall be included in any document used for the offering of the debt for sale to persons including, but not limited to, a developer of property within the boundaries of the District. C.Intergovernmental Agreement. The form of Intergovernmental Agreement (the “IGA”) to be entered into between the Districts and the Cityfollowing formation of the Districts is attached as Exhibit F. Modifications to the IGA subsequently agreed upon by the Cityshall not require a Service Plan Amendment. {00845917.DOCX / 3 } 26 DN 6134244.1 IX.DISSOLUTION/CONSOLIDATION At the request of Pueblo or if the Board of Directors of the Coordinating District deems it to be in the best interests of the Coordinating Districtthat the Coordinating District be dissolved, the Coordinating Districtshall initiate and diligently pursuedissolution in accordance with Section 32-1-701, et seq., C.R.S., at such time as: (1) Pueblo agrees to provide or cause to be provided substantially the same level of operations and maintenance (if any) of the Coordinating District’s facilities as the Coordinating Districthas provided, (2) all of the proposed improvements and facilities have been constructed and conveyed to Pueblo or other appropriate entity, and (3) all debt incurred for such facilities has been repaid or arrangement for repayment has been made. The City Council may consent to the dissolution by resolution. The District shall not file a request with any court to consolidate with another Title 32 district without the prior written consent of the City Council. X.PROPOSED AGREEMENTS A.Coordinated Services of Districts. As discussed in this Service Plan, the relationship between the Coordinating District and the Financing Districts will be established through the proposed Master IGA. The Master IGA specifies the rights and responsibilities of the Coordinating District to finance, own, acquire, operate, construct and maintain the Improvements needed to serve the Development in conjunction with financing provided by the Financing Districts; provided, however, a Financing District may determine to finance, own, operate, construct and maintain the Improvements to serve the development within such Financing District pursuant to the terms set forth in the Master IGA. The Master establishes procedures and standards for the approval of the design, operation and maintenance of the Improvements and may provide the procedures for coordinated financing, budgeting, and administrative oversight and management. The Master IGA will not be amended or its terms otherwise modified in material ways without the consent of the City Attorney, the Director of the Planning & Community Development, and the Director of Finance, and any such modification may, at the election of the City Council, be deemed a material modification of the Service Plan of any or all of the Districts. B.Additional Intergovernmental Agreements and Agreements with Private Entities. To the extent practicable, the Districts may enter into additional intergovernmental and private agreements to better ensure long-term provision and effective management of the public improvements and services. Agreements may also be executed with property ownersassociations and other service providers. Any additional intergovernmental {00845917.DOCX / 3 } 27 DN 6134244.1 agreements are authorized pursuant to Colorado Constitution, Article XIV, § 18 (2)(a) and Section 29-1-201,et seq., C.R.S.s XI.VOTER AUTHORIZATION To the extent necessary to comply with statutory and/or Constitutional requirements for approval of debt or long-term financial obligations, the terms of the aforementioned intergovernmental agreements and any other intergovernmental agreement deemed necessary to effectuate the long-term plans of the Coordinating District will be submitted tothe electors of the Coordinating District for approval. The Coordinating District shall have the authority to obtain the required voter authorization in order to exercise its rights and obligations under such agreements and to enter into the agreements without further approval of Pueblo. XII.CONCLUSIONS It is submitted that this Consolidated Service Plan for Villa BellaMetropolitan DistrictNos. 1-3as required by §32-1-204.5(1), C.R.S., has established that: A.There is sufficient existing and projected need for organized service in the area to be served by the Districts. B.The existing service in the area to be served by the Districts is inadequate for presentand projected needs. C.The Districts are capable of providing economical and sufficient service to the area within their boundaries. D.The area included in the Districts does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis. Therefore, it is hereby respectfully requested that the Board of Trustees of the City of Pueblo, Colorado, which has jurisdiction to approve this Service Plan by virtue of §32- 1-204.5, C.R.S., et seq., as amended, adopta resolution, which approves this Amended and Restated ConsolidatedService Plan for Villa BellaMetropolitan District Nos. 1-3,as submitted. Respectfully revised and re-submitted this ___day of August, 2021. COLLINS COCKREL AND COLE, PC ___\\s\\_____________ Counsel to the Villa Bella Metropolitan District Nos. 1-3 {00845917.DOCX / 3 } 28 DN 6134244.1 EXHIBIT A-1 Legal Descriptions and Maps of Initial Districts Boundaries {00845917.DOCX / 3 } 29 DN 6134244.1 EXHIBIT A-2 Legal Description and Map of Future Inclusion Area {00845917.DOCX / 3 } 30 DN 6134244.1 EXHIBIT B Vicinity Map {00845917.DOCX / 3 } 31 DN 6134244.1 EXHIBIT C Financing Plan {00845917.DOCX / 3 } 32 DN 6134244.1 EXHIBIT D Public Improvements and Costs {00845917.DOCX / 3 } 33 DN 6134244.1 EXHIBIT E Statutory Contents of this Service Plan I.A description of the proposed services; II.A financial plan showing how the proposed services are to be financed; III.A preliminary engineering or architectural survey showing how the proposed services are to be provided; IV.A map of the Districts' boundaries and an estimate of the population and valuation for assessment of the Districts; V.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 Cityand of municipalities and special districts which are interested parties pursuant to §32-1-204(l), C.R.S.; VI.A general description of the estimated cost of acquiring land, engineering services, legal services, administrative services, initial proposed indebtedness and estimated proposed maximum interestrates and discounts, and other major expenses related to the organization and initial operation of the Districts; VII.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; and VIII.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 is 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. {00845917.DOCX / 3 } 34 DN 6134244.1 EXHIBIT F Proposed Intergovernmental Agreements {00845917.DOCX / 3 } 35 DN 6134244.1 EXHIBIT G Notice of Special District Disclosure Name of District(s): Villa Bella Metropolitan Districts Nos. 1, 2, and 3 Contact Information for District: Spencer Fane LLP 1700 Lincoln, Suite 2000 Denver, Colorado 80203 (303) 839-3800 Type of Districts: Metropolitan district organized pursuant to C.R.S. 32-1-101et seq. The District will provide operating and maintenance of certain public improvements within the Villa Bella development, which operations and maintenance functions may be provided through intergovernmental agreements Identify Districts’ Improvements Financed by Streets and safety protection improvements Proposed Bonds: On and off-site utilities, including water and wastewaterimprovements Storm Drainage improvements Recreational facilities and park improvements, including, but not limited to, entry parks, neighborhood parks, pocket parks, trails and pools Landscaping within public right-of-way Fire protection improvements including, but limited to, a fire station Any other improvements authorized by Article 1, Title 32, C.R.S. of the Special District Act Identify Services/Facilities Park and recreation related improvements, Operated/Maintained by Districts: maintenance of landscaping within public right-of-way, including but not limited to street trees and streetscape improvements, the provision of covenant control and enforcement services to the extent such covenant control functions are not provided by property owners associations within the Villa Bella development. {00845917.DOCX / 3 } 36 DN 6134244.1 Mill Levy Cap: Maximum Debt Mill Levy = sixty (60) mills (Note: This District may or may not be for Districts Nos. 1, 2 and 3 certifying a mill levy at the time of your Maximum Operating Mill Levy = No purchase. Please verify by contacting the maximum–set by Board of Directors to District.)meet annual costs If there are changes in themethod of calculating assessed valuation or any constitutionally mandated tax credit, cut or abatement; the mill levy limitations set forth above may be increased or decreased to reflect such changes, so that to the extent possible, the actual tax revenuegenerated by the mill levy, as adjusted for changes occurring after January 1, 2021, are neither diminished nor enhanced as a result of such changes. Authorized Debt of the District(s) per Service $63,200,000 but limited to what may be Plan:financed by the Maximum Debt Mill Levy applicable to each District. Voter Authorized Debt per Election for each $ 63,200,000 for Street Improvements District:$ 63,200,000 for Parks and Recreation Improvements $ 63,200,000 for Water Improvements $ 63,200,000 for Sanitation Improvements $ 63,200,000 for Transportation Improvements $ 63,200,000 for Mosquito Control $ 63,200,000 for Safety Protection Improvements $ 63,200,000 for Television Relay and Transportation $ 63,200,000 for Security Improvements $ 63,200,000 for Operations and Maintenance Debt $ 126,400,000 for Refunding $ 63,200,000 for District Intergovernmental Agreements as Debt $ 63,200,000 for Reimbursement Agreements $ 63,200,000 for Construction Agreements {00845917.DOCX / 3 } 37 DN 6134244.1 NOTICE OF PUBLIC HEARING ON CONSOLIDATED SERVICE PLAN IN RE THE ORGANIZATION OF VILLA BELLA METROPOLITAN DISTRICT NOS. 1-3, CITY AND COUNTY OF PUEBLO, STATE OF COLORADO NOTICE IS HEREBY GIVEN that, pursuant to § 32-1-204(1), C.R.S., a Consolidated Service Plan (the “Service Plan”) for the proposed Villa Bella Metropolitan District Nos. 1-3 (each a “District”) has been filed with the City of Pueblo (the “City”). A public hearing on the Service Plan will be held by the City Council on September 13, 2021, at 7:00 p.m., at Pueblo Memorial Hall, 1 City Hall Place, Pueblo, CO 81003. The purpose of the hearing is to consider the Service Plan and to form a basis for adopting a resolution approving, conditionally approving or disapproving the Service Plan. The proposed Districts will be metropolitan districts that may provide for the financing, design, acquisition, installation, construction, operation, and maintenance of certain public improvements such as water, sanitary sewer, street, traffic and safety control, drainage and stormwater, parks and recreation, transportation, and television relay and translation, mosquito and pest control, covenant enforcement, and security, as authorized in each District’s Service Plan and the Colorado Special District Act. A total mill levy cap of sixty (60) mills is proposed for each District, subject to certain adjustments and release provisions set forth in the Service Plan. A general description of the land contained within the boundaries of the proposed Districts is as follows: North of Colorado 47 and West of Beculite Mesa Road in the City and County of Pueblo. Pursuant to § 32-1-203(3.5), C.R.S., any person owning property in the proposed Districts may request that such property be excluded from the Districts by submitting such request to the the City no later than ten days prior to the public hearing. BY ORDER OF THE CITY COUNCIL OF PUEBLO Published In: Pueblo Chieftain Published On: August 27, 2021 {00845490.DOC / }