Soda Creek Highlands Metropolitan

District Nos. 1 and 2

Kevin O’Malley, Soda Creek Highlands Development Company LLC

Matt Ruhland, Collins Cockrel & Cole, P.C.

Alan Matlosz, George K. Baum & Company

∙ Soda Creek Highlands Development

∙ General Purpose

∙ Statutory Protections

∙ Service Plan Protections

∙ Soda Creek Highlands – Multiple District Structure, Powers, Limitations,

Additional Requirements and Financials

∙ Findings

∙ Conclusion

OVERVIEW

∙ The 43.59 acre development generally located within the City,

west of Soda Creek Road and is accessed by Pine Slope Road.

∙ The initial District Boundaries for the proposed Soda Creek

Highlands Metropolitan District No. 1 is anticipated to contain .27

acres and the initial District Boundaries of the proposed Soda

Creek Highlands Metropolitan District No. 2 is anticipated to

contain .26 acres.

∙ The Inclusion Area Boundaries, which is most of the Soda Creek

Highlands project contains 43.06 acres and it is anticipated to

eventually make up the boundaries of the Districts upon inclusion.

SODA CREEK HIGHLANDS DEVELOPMENT

∙ The development is anticipated to be a Multi-Family Housing

development with a mixture of Condominiums and

Townhomes with Condominium units priced between 57% and

86% of the current Idaho Springs average sale price.

∙ The development is anticipated to consist of:

72 1-Bedroom Condominiums

108 2-Bedroom Condominiums

30 2-Bedroom Townhomes

90 3-Bedroom Townhomes

SODA CREEK HIGHLANDS DEVELOPMENT (continued)

∙ A metropolitan district shall provide two or more of the following services:

∙ Fire protection as specified in section 32-1-103 (7);

∙ Elimination and control of mosquitoes;

∙ Parks or recreational facilities or programs as specified in section 32-1-103 (14);

∙ Safety protection through traffic and safety controls and devices on streets and highways and at railroad crossings;

∙ Sanitation services as specified in section 32-1-103 (18);

∙ Street improvement through the construction and installation of curbs, gutters, culverts, and other drainage facilities and

sidewalks, bridges, parking facilities, paving, lighting, grading, landscaping, and other street improvements;

∙ Establishment and maintenance of television relay and translator facilities;

∙ Transportation as specified in section 32-1-1004(5);

∙ Water and sanitation services as specified in section 32-1-103 (18), (24), and (25);

∙ Water as specified in section 32-1-103 (25);

∙ Solid waste disposal facilities or collection and transportation of solid waste as specified in section 32-1-1006 (6) and (7).

GENERAL PURPOSE

∙ Metropolitan districts can finance, construct and provide public improvements and services to new and existing development that county and municipal governments are unable or unwilling to provide.

∙ Metropolitan districts may provide for the ongoing operation and maintenance of such public improvements.

∙ Metropolitan districts may provide covenant enforcement.

GENERAL PURPOSE (continued)

∙ Metropolitan districts are publicly accountable:

∙ Must hold open meetings with due notice to members of the public∙ Must maintain minutes of all meetings and other records for public inspection∙ Must hold regular elections for the governing board of directors∙ Must adopt annual budgets∙ Must submit to annual financial audits (certain exemptions exist)

∙ Metropolitan districts have the power of eminent domain (condemnation).

∙ Governmental immunity for the metropolitan district and directors acting within the scope of their duties.

∙ Metropolitan districts have the power to levy taxes and assess fees, rates, tolls, charges and penalties.

GENERAL PURPOSE (continued)

∙ As a result of the financial difficulties of the 1980’s, the Colorado

Legislature made several changes to the Special District Act, among other

laws.

∙ The most significant changes came under C.R.S. § 32-1-1101(6), which

imposes limitations upon the ability of a metropolitan district to issue debt.

∙ The purpose of these changes were to help protect property owners,

taxpayers or residents from exceedingly high tax burdens.

STATUTORY PROTECTIONS

∙ In addition to the statutory protections, it is common for jurisdictions to cap the authorized debt service mill levy of a metropolitan district in its service plan; which we have done here at 50 mills for debt.

∙ This mill levy cap provides protection to property owners, taxpayer and residents from unforeseen property tax increases if the development stalls or underperforms and the metropolitan district is unable to make its debt service payments. In such an instance, the metropolitan district will be required to impose its maximum authorized debt mill levy and nothing more; neither the City, nor property owners, taxpayers or residents of the metropolitan district would have any additional liability.

∙ These various protections shift the financial risk away from the property owners, taxpayers and residents to the bondholders and developers.

SERVICE PLAN PROTECTIONS

∙ The use of multiple metropolitan districts is prevalent throughout Colorado. A multiple district structure

is one in where the boundaries of two or more metropolitan districts are distinct, but may evolve over

time so that the different districts will include/exclude property within the overall development from one

district to another in order to adjust to development and financing needs. The multiple district structure

is beneficial in that it allows the districts to work together to more efficiently provide improvements and

services to their property owners, taxpayers and residents.

∙ All or a portion of the Inclusion Area Boundaries may be included into either of the Districts only upon

receiving a petition for inclusion from fee owner of 100% of such property.

∙ The Districts share the Total Debt Issuance Limitation; once either of the Districts uses a portion of

the combined Debt Limitation, such portion will no longer be available for use by either of the Districts.

SODA CREEK HIGHLANDS – Multiple District Structure

∙ The Districts shall have all of the powers of a metropolitan district described in C.R.S. §§ 32-1-1001 and 32-1-

1004, subject to the limitation outlined in the Service Plans.

∙ This means that the Districts have the power to construct the public improvements specifically defined in an

Approved Final Development Plan (as defined in the Service Plans), which include streets, water, sanitary sewer,

storm drainage and related grading.

∙ It is intended that the Districts will construct the public improvements and convey ownership and maintenance

responsibilities to the City (or other appropriate jurisdiction or owners’ association).

∙ The Districts shall not be authorized to operate and maintain any part or all of the public improvements unless

the provision of such operation and maintenance is pursuant to an intergovernmental agreement with the City.

∙ The Districts shall have the power to borrow money, incur indebtedness and to issue bonds.

SODA CREEK HIGHLANDS – Powers

∙ The Districts shall not be authorized to plan for, design, acquire, construct, install, relocate,

redevelop, finance, operate or maintain fire protection facilities or services.

∙ The Districts shall not include within its boundaries any property outside the Inclusion Area

Boundaries without the prior written consent of the City Council.

∙ The Districts may exercise its powers of eminent domain, as allowed under the Special District

Act, with regard to any land located within the District Boundaries, but shall not exercise such

powers with regard to any land located outside the District Boundaries without the prior written

consent of the City Council, which consent may be withheld for any reason within the City

Council’s discretion. The Districts shall not exercise its statutory power of eminent domain with

regard to any property owned by the City without the City Council’s prior written consent.

SODA CREEK HIGHLANDS – Limitations

∙ The Districts shall not issue debt in excess of $7,500,000, except as authorized by the City Council. Again,

once either of the Districts uses a portion of the combined Debt Limitation, such portion will no longer

be available for use by either of the Districts.

∙ The Districts will not pledge any City funds or assets for security for indebtedness of the Districts.

∙ Prior to the issuance of any privately placed Debt, the Districts shall obtain the certification of an External

Financial Advisor regarding reasonableness of the issuance terms.

∙ The Districts will be authorized to impose a debt mill levy, not to exceed not exceed 50 mills (subject to

Gallagher Adjustment).

∙ The Districts will also be authorized to impose operations and maintenance service mill levy at a rate necessary

for provision of administrative, operation and maintenance services.

SODA CREEK HIGHLANDS – Limitations (continued)

∙ The Districts shall submit an annual report to the City Clerk no later than August 1st.

∙ The Districts shall provide annual notice to all eligible electors of the Districts, in accordance

with Section 32-1-809, C.R.S, as amended.

∙ In addition, the Districts shall record a public disclosure document and a map of the Districts’

boundaries with the Clear Creek County Clerk & Recorder (Exhibit F of the Service Plans).

∙ Actions of the Districts that violate the limitations set forth in their respective Service Plans shall

be deemed to be material modifications to such Service Plan.

SODA CREEK HIGHLANDS – Additional Requirements

∙ The Capital Plan (Exhibit D of the Service Plans) details the engineer’s estimated cost of public

improvements, which total $4,949,506 in 2019 dollars.

∙ The Financial Plan (Exhibit F of the Service Plans) anticipates the imposition of a debt mill levy

in the amount of 50 mills on all property, which are projected to allow the Districts to issue debt in

the aggregate par amount of $5,320,000 (resulting in a total of $4,886,403 available in the

project fund after paying for issuance costs).

∙ To the extent the costs of public improvements are more than the financing capabilities of the

Districts, the developer will fund such costs of public improvements, it will not be the obligation of

the City nor the Districts’ property owners, taxpayers or residents.

SODA CREEK HIGHLANDS – Financials

After consideration of the Service Plans, reports and any information and comment accepted at this public meeting, the

City Council shall approve without condition, approve with condition or disapprove the proposed Service Plans or

amendment, applying the following criteria:

FINDINGS

1. There is sufficient existing and projected need for

organized service in the area to be serviced by the proposed

Districts.

The development is projected to have a total of 300 homes

and these homes will require public improvements, including

streets, water and sewer, and no such public improvements

currently exist.

2. The existing service in the area to be served by the

proposed Districts are inadequate for present and projected

needs.

The City does not have the ability to finance construction of

the needed public improvements. The Districts will not

duplicate any services being provided by the City; instead,

the Districts will provide services the City is unable to

provide.

SODA CREEK HIGHLANDS – Findings (continued)3. The proposed Districts are capable of providing economical and

sufficient service to the area within its proposed boundaries.The Service Plans provide for mill levy caps to protect homeowners

while providing sufficient tax revenues to service the Districts’ debt.

4. The area to be included in the proposed Districts have, or will

have, the financial ability to discharge the proposed indebtedness on

a reasonable basis.

The Financial Plan shows that the Districts are expected to issue and

support general obligation bonds to cover roughly $4.8 million worth

of public improvements. When the Districts issue debt, they will do

so with a capped debt mill levy; therefore, the burden and risk related

to lower than projected AV’s will be borne by the bond holder.

5. Adequate service is not, and will not be, available to the area

through the City or other existing municipal or quasi-municipal

corporations, including existing special districts, within a reasonable

time and on a comparable basis.

As stated in item 2 above, the City is not capable of providing for the

financing for construction of the public improvements needed for the

development. While the City will provide maintenance of the public

improvements, the Districts are needed to finance the construction of

the public improvements.

SODA CREEK HIGHLANDS – Findings (continued)6. The facility and service standards of the proposed Districts are

compatible with the facility and service standards of the City.

Section V.A.5. of the Service Plans state: “Construction Standards

Limitation. The District will ensure that the Public Improvements financed by

the District are designed and constructed in accordance with the standards

and specifications of the City and of other governmental entities having

proper jurisdiction. The District will obtain the City’s approval of civil

engineering plans and will obtain applicable permits for construction and

installation of Public Improvements constructed by the District prior to

performing such work.”

7. The proposal is in substantial compliance with City’s master plan. The development will be subject to a development agreement, which will be

approved by City Council, and it will have to comply with the City’s master

plan, if any. The Districts will provide public improvements, in accordance

with such development plan.

SODA CREEK HIGHLANDS – Findings (continued)8. The proposal is in compliance with any duly adopted

county, regional, or state long-range water quality

management plan for the area.

The Districts will not be providing any water service and

therefore, does not impact any county, regional, or state

long-range water quality management plan that may be in

place for the area.

9. The creation of the proposed Districts will be in the

best interests of the area proposed to be served.

Without the Districts, this property will likely not be

developed. The Districts are a necessary financing tool to

assist in the paying for the construction costs associated

with the public improvements required for development to

move forward.

∙ Financing of the public improvements is imperative to the development of the Soda

Creek Highlands property and the proposed Soda Creek Highlands Metropolitan District

Nos. 1 and 2 are vital to such financing.

∙ Thank you for your time and consideration and we ask for your approval of the proposed

Service Plans for the Soda Creek Highlands Metropolitan District Nos. 1 and 2.

CONCLUSION