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2002-101

A RESOLUTION

APPROVING THE AMENDED AND RESTATED CONSOLIDATED SERVICE PLAN FOR THE PLAZA METROPOLITAN DISTRICT NO. 1, THE PLAZA METROPOLITAN DISTRICT NO. 2, AND THE PLAZA METROPOLITAN DISTRICT NO. 3.

WHEREAS, Section 32-1-204.5, C.R.S., provides that no special district shall be organized within a municipality except upon adoption of a resolution by the governing body of such municipality approving or conditionally approving the service plan of the proposed special district; and

WHEREAS, Section 32-1-207(2), C.R.S., provides that after the organization of a special district within a municipality, a material modification to the service plan of such district may be made only upon adoption of a resolution by the governing body of such municipality approving or conditionally approving such modification; and

WHEREAS, pursuant to the provisions of part 2 of article 1 of title 32, Colorado Revised Statutes, the City Council held a public hearing on December 9, 2002, regarding the approval of a proposed Amended and Restated Consolidated Service Plan for The Plaza Metropolitan District No. 1 and The Plaza Metropolitan District No. 2, filed on November 8, 2002 and revised as of December 3, 2002, herein called the "Service Plan," to read in its entirety as shown on Exhibit A to this Resolution; and

WHEREAS, notice of the hearing was published in the Lakewood Sentinel, a newspaper of general circulation within the City of Lakewood, on November 12, 2002, and given to the Colorado Division of Local Government as required by law. On November 18, 2002 notice of said public hearing was sent to the property owners within the existing The Plaza Metropolitan Districts Nos. 1, 2 and 3 (herein collectively called the "Districts"), to the petitioners, to the governing body of each municipality within a radius of three miles of the Districts' boundaries, and to the governing body of all special districts that have levied an ad valorem tax within the next preceding tax year and whose boundaries are within a three mile radius of the Districts' boundaries; and

WHEREAS, the City Council has considered the Service Plan for the Districts and all other testimony and evidence presented at the hearing; and

WHEREAS, it appears that the Service Plan should be approved as provided in this Resolution;

NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Lakewood, Colorado that:

SECTION 1. The above and foregoing recitals are incorporated herein by reference and are adopted as findings and determinations of the City Council.

SECTION 2. The City Council further finds and determines that all of the requirements of part 2, article 1, title 32, Colorado Revised Statutes, relating to the filing of the First Amendment to Consolidated Service Plan for the Districts have been fulfilled and that notice of the public hearing before City Council was given in the time and manner required by the laws of the State of Colorado.

SECTION 3. The City Council further finds and determines as follows:

(a) There is a sufficient and 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 not adequate for present and projected needs;

(c) The Districts are capable of providing economic and sufficient service to the area within their boundaries;

(d) The area to be included in the Districts has or will have the financial ability to discharge proposed indebtedness on a reasonable basis;

(e) The area of the Districts is included within and currently receives water and sanitation services from an existing special district, Bancroft-Clover Water and Sanitation District, but the water and sewer improvements and facilities to be furnished by the Districts, being limited to retail facilities necessary to serve only the area of the Districts and which will be dedicated to Bancroft-Clover for operation and maintenance, will not duplicate or interfere with improvements or facilities currently being furnished by Bancroft-Clover; and

(f) Bancroft-Clover consented earlier to the organization of the Districts for the purposes herein provided, and notice of the Districts' application for approval of the Service Plan was duly given to Bancroft-Clover.

SECTION 4 Subject to the provisions of Section 5 below, the Service Plan, in the form attached hereto as Exhibit A, is hereby approved.

SECTION 5. The approval of the Service Plan is subject to the following conditions:

(a) Unless otherwise approved in writing after administrative review by City Staff, which approval will not be unreasonably withheld, delayed or conditioned, the Districts shall be limited to issuance of debt in the amount of $250,000,000 with a maximum net effective interest rate of eighteen percent (18%) per annum and a maximum term for maturity of thirty (30) years from date of issue with the specific exception of refundings at a lower rate of interest. Further, all debt authorized hereunder shall be issued within ten (10) years from the date of authorization for such debt. In the event all such debt is not issued within ten (10) years from the date of authorization, the Districts shall submit an application for a quinquennial finding of reasonable diligence in accordance with the procedures set forth in Section 32?1?1101.5(1.5), C.R.S., and the parties shall thereupon conduct proceedings pursuant to said statute. These limitations were established and agreed based upon current financial market conditions and current construction costs generally. District requests for approval to exceed these limitations based upon changes in these and other relevant and appropriate factors shall be given favorable consideration.

(b) The Districts shall not apply for or claim any entitlement to Conservation Trust Fund or Jefferson County Open Space money for which the City is eligible to apply.

(c) The City's remedies for failure of any District to comply with this Service Plan shall include authority for the City, upon a finding of such failure by City Council, following notice to such District or Districts and an opportunity to be heard, to withhold the issuance of any permit, authorization, acceptance or other administrative approval needed or required by such District.

(d) Inclusion or exclusion of any property into or from the boundaries of the Districts or consolidation proceedings with any other special district in the area shall be subject to the prior administrative approval of Lakewood which approval will not be unreasonably withheld, delayed or conditioned. Notwithstanding the aforesaid, the Districts shall be expressly permitted to approve inclusions and exclusions at their discretion on the condition that all property originally in one of the Districts remains in one of the Districts. Additionally, inclusion of the real property described on Exhibit B-4 attached hereto shall be expressly permitted at the discretion of the Districts.

(e) On or before January 31 of each year, the Districts shall file a consolidated annual report to the City to keep the City informed of the District's activities. Such annual report shall contain a copy of the current year budget for each of the Districts as well as a summary of construction actually completed in the prior year and construction anticipated to be undertaken in the current year.

SECTION 6. The Service Plan as approved by this Resolution replaces and supersedes in their entirety the Consolidated Service Plan as approved by City Council on September 11, 2000 and the first Amendment thereto as approved by City Council on September 24, 2001.

SECTION 7. A certified copy of this Resolution shall be filed in the records of the City and submitted to the petitioners for the purpose of filing in the District Court of Jefferson County.

SECTION 8. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of any such section, paragraph, clause or provision shall not effect any of the remaining provisions of this Resolution.

SECTION 9. This Resolution shall be in full force and effect upon its passage and approval.

INTRODUCED, READ AND ADOPTED by a vote of 11 for and 0 against at a regular meeting of the City Council on December 9, 2002, at 7 o'clock p.m. at Lakewood Civic Center, 448 South Allison Parkway, Lakewood, Colorado.

Stephen A. Burkholder, Mayor

ATTEST:
Margy Greer, City Clerk

EXHIBIT A TO
RESOLUTION APPROVING AMENDED
AND RESTATED SERVICE PLAN FOR
PLAZA METROPOLITAN DISTRICT NO. 1,
PLAZA METROPOLITAN DISTRICT NO. 2, AND
PLAZA METROPOLITAN DISTRICT NO. 3

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AMENDED AND RESTATED
CONSOLIDATED SERVICE PLAN
FOR
THE PLAZA METROPOLITAN DISTRICT NO. 1,
THE PLAZA METROPOLITAN DISTRICT NO. 2
AND
THE PLAZA METROPOLITAN DISTRICT NO. 3

City of Lakewood, Colorado

Prepared for
The Plaza Metropolitan District Nos. 1, 2 and 3
by
White and Associates Professional Corporation
8005 South Chester Street, Suite 125
Englewood, Colorado 80112

December 3, 2002

TABLE OF CONTENTS

I. INTRODUCTION 1

A. OVERVIEW 1

B. THE DISTRICTS GENERALLY 1

1. Multiple District Structure 2
2. Benefits of Multiple District Structure 3
3. Location and Configuration of the Districts 3
4. Existing Services and Districts. 5

C. CONTENTS OF SERVICE PLAN 6

II. PURPOSE OF AND NEED FOR THE DISTRICTS AND GENERAL POWERS 6

A. PURPOSE AND NEED FOR THE DISTRICTS 6

B. GENERAL POWERS OF EACH DISTRICT 6

1. Water 7
2. Streets 7
3. Traffic and Safety Controls 7
4. Sanitation 7
5. Parks and Recreation 8
6. Transportation 8
7. Television Relay and Translator 8
8. Mosquito and Pest Control 8
9. Legal Powers. 8
10. Other. 9

III. DESCRIPTION OF PROPOSED FACILITIES AND IMPROVEMENTS .............9

A. GENERAL 10

B. WATER SYSTEM 10

1. Overall Plan 10
2. Design Criteria 11

C. STREET SYSTEM AND TRAFFIC SAFETY 11

1. General 11
2. Landscaping 12
3. Signals and Signage 12

D. SANITARY SEWER COLLECTION SYSTEM 12

1. Overall Plan 12
2. Design Criteria 12

E. PARK AND RECREATION 13

F. TRANSPORTATION 13

G. TELEVISION RELAY AND TRANSLATOR 14

H. MOSQUITO AND PEST CONTROL 14

IV. PROPOSED AGREEMENTS 14

A. GENERAL 14

B. MASTER IGA 14

C. OTHER AGREEMENTS 15

V. FINANCIAL PLAN 15

A. GENERAL 15

VI. GENERAL MATTERS 17

A. ELECTIONS 17
B. DISTRICT CONDITIONS 17

VII. CONCULSIONS 19

EXHIBITS

Exhibit A-1 City of Lakewood Resolution of Approval for Original Service Plan

Exhibit A-2 City of Lakewood Resolution of Approval for First Amendment to Service Plan

Exhibit B-1 Plaza Metropolitan District No. 1 Legal Description and Boundary Map

Exhibit B-2 Plaza Metropolitan District No. 2 Legal Description and Boundary Map

Exhibit B-3 Plaza Metropolitan District No. 3 Legal Description and Boundary Map

Exhibit B-4 Inclusion Parcels

Exhibit C Statutory Contents of Service Plan

Exhibit D Facilities Diagrams and Estimated Capital Costs

Exhibit E Financing Plan

I. INTRODUCTION

A. Overview

Formation of The Plaza Metropolitan District No. 1 and The Plaza Metropolitan District No. 2 was approved by the Lakewood City Council in conjunction with its conditional approval of a Consolidated Service Plan for said Districts on September 11, 2000, (the "Consolidated Service Plan"). Subsequently, a First Amendment to the Consolidated Service Plan (the "First Amendment") proposing the organization of The Plaza Metropolitan District No. 3 was approved by the City Council on September 24, 2001. The Plaza Metropolitan District No. 1 shall be referred to herein as the "Service District" and The Plaza Metropolitan District Nos. 2 and 3 shall be referred to as the "Financing Districts." The Service District and Financing Districts shall collectively be referred to as the Districts.

The City Council Resolutions of Approval for both the Consolidated Service Plan and the First Amendment (collectively referred to as the "Resolution"), attached hereto as Exhibits A-1 and A-2, state the conditions under which approval was granted by the City. In summary, the Resolutions state that the Districts are prohibited from issuing debt of any type or amount, certifying any mill levy, or undertaking construction activities until the City Council approves a further modification to the Consolidated Service Plan and First Amendment (the "Service Plan Modification"). Under the terms of the Consolidated Service Plan and First Amendment, the Districts are required to submit a Service Plan Modification to the City which contains a financing plan, a preliminary engineering or architectural survey, general descriptions of the facilities to be constructed and/or acquired, and general descriptions of estimated costs. This Second Amendment is intended to satisfy such conditions and constitute the Service Plan Modification as is contemplated in the Consolidated Service Plan and First Amendment.

The provisions of this Amended and Restated Consolidated Service Plan (the "Service Plan") constitutes a fully integrated amended and restated service plan which supercedes the Consolidated Service Plan and First Amendment.

B. The Districts Generally

This Service Plan for The Plaza Metropolitan District Nos. 1, 2 and 3 (the "Districts") is for three special districts which have been organized to serve the needs of a development located entirely within the boundaries of the City of Lakewood (the "Belmar Site"). The Belmar Site will be comprised of commercial and residential properties, as well as office space. The general boundaries of the Districts are Wadsworth on the west, Center Avenue on the south, Alameda Avenue on the north, and Quay Street on the east). The total area of the Belmar Site is approximately 99 acres.

The primary purpose of the Districts is to provide public improvements to be dedicated to the City of Lakewood ("Lakewood") or other appropriate public entities, or which shall be retained by the Districts for the use and benefit of the Districts' inhabitants and taxpayers. Improvements to be provided by the Districts shall include the types of facilities and improvements generally described herein, consisting largely of streets, drainage improvements, traffic and safety controls, park and recreation facilities, water, sewer, television relay and translators and mosquito and pest control, as needed for the Belmar Site. Detailed below is a further description of the types of improvements that are expected to be provided by the Districts.

This Service Plan is submitted in accordance with Part 2 of the Special District Act (§§ 32-1-201, et seq., C.R.S.) and defines the powers and authorities of, as well as the limitations and restrictions on, the Districts. The Plaza Metropolitan District No. 1 (the "Service District") and The Plaza Metropolitan District No. 2 and The Plaza Metropolitan District No. 3 (the "Financing Districts") will work together to implement this Service Plan and failure or refusal by any of the Districts to do so shall constitute a material modification under Section 32-1-207(2), C.R.S. The use of a consolidated service plan which describes the three Districts will help ensure proper coordination of the powers and authorities of the Districts, and will help avoid confusion regarding the separate, but coordinated, purposes of the Districts which could arise if separate service plans were used. Unless otherwise specifically noted herein, general provisions of this Service Plan apply to each of the Districts. Where possible, however, specific reference is made to an individual District to help distinguish the powers and authorities of each District.

The balance of this Service Plan addresses the statutory requirements for approval of this document.

1. Multiple District Structure

The Service District will be responsible for managing the construction, acquisition and operation of facilities and improvements needed to serve the entire area of the Belmar Site. The Financing Districts will have primary responsibility for providing the tax base as might be needed for operational and administrative requirements of the Districts or as necessary to pay the debt service on bonds issued to construct and/or acquire the capital improvements described herein. Various agreements are expected to be executed by the Districts clarifying the nature of the functions and services to be provided by each District. The agreements will be designed to help assure the orderly development of essential services and facilities by the Service District resulting in a community which will be both an aesthetic and economic asset to Lakewood.

The establishment of The Plaza Metropolitan District No. 1 as the Service District, which will finance the majority, construct and/or acquire all, and may own and operate some of the public facilities, and the designation of The Plaza Metropolitan District No. 2 and The Plaza Metropolitan District No. 3 as the Financing Districts, which will generate the tax revenues as necessary will create several benefits for the inhabitants of the community and Lakewood. In general, those benefits are: (a) coordinated administration of construction, acquisition and operation of public improvements and delivery of those improvements in a timely manner; (b) maintenance of a reasonable tax burden in all areas of the Districts through controlled management of the financing and operation of public improvements; and (c) assured compliance with state laws regarding taxation in a manner which permits the issuance of bonds at the most favorable interest rates possible. Each of these concepts is addressed in greater detail in the following paragraphs.

2. Benefits of Multiple District Structure

a. Orderly Extension of Improvements. As presently planned, development and improvements of the Belmar Site will proceed in several phases, each of which will require the orderly extension of public services and facilities. A "multiple district" structure which utilizes the Service and Financing Districts in coordination will assure that the construction, acquisition and operation of each phase of public facilities will be administered by a single board of directors consistent with a long term construction and operations program. Use of the Service District as the entity responsible for construction and/or acquisition of each phase of improvements and for management of any necessary district operations will facilitate a well-planned financing effort through all phases of construction and/or acquisition and will assure that facilities and services needed for future build-out of the Belmar Site will be provided when they are needed, and not sooner. Absent an appropriate mechanism to ensure timely completion of future improvements, the improvements might be completed well before they are needed simply to enable tax exempt financing. Appropriate development agreements between the Service District and the developer will allow the postponement of financing for improvements which are not needed until well into the future, thereby helping property owners avoid the long term carrying costs associated with financing improvements too early. This, in turn, allows the full costs of public improvements to be allocated over the full buildout of the Belmar Site and helps avoid disproportionate cost burdens on the early phases of development.

b. Mill Levy. Allocation of the responsibility for paying for capital improvements will be managed through a unified financing plan for those improvements and through development of an integrated operating plan for long-term operations and maintenance as reflected in the Financing Plan, attached hereto. Use of the Service District to manage these functions will help assure that no area within the Belmar Site becomes obligated for more than its share of the costs of capital improvements and operations and will avoid the need to create several independent districts to coincide with development phasing.

In summary, the multiple district structure allows the Service District to coordinate the timing and issuance of bonds in such a way as to assure that required improvements are constructed and/or acquired at the time and in the manner necessary at attractive interest rates. The combination of appropriate management and control of the timing of financing, and the ability of the Districts to obtain attractive interest rates will benefit residents and property owners.

3. Location and Configuration of the Districts

In order to implement the multiple district structure, the boundaries of the Service District and the Financing Districts need to be carefully configured. The Service District will contain approximately one (1) acres of real property, and the Financing Districts will contain approximately ninety-eight (98) acres. Legal descriptions and maps of the property within the boundaries of the Service District and the Financing Districts are attached to the end of this Service Plan as Exhibits B-1, B-2 and B-3, respectively.

The "service area" to be served by the Service District shall include all property within the Financing Districts' boundaries. The Service District will have power to impose taxes only within its legal boundaries, but will be permitted to provide public services to the entire area of the Belmar Site. The Financing Districts will have power to assess taxes and other charges as permitted by law.

The Service District contains approximately 1.435 acres, and its boundaries are described on Exhibit B-1, attached hereto. The Plaza Metropolitan District No. 2 will contain approximately 65.891 acres and The Plaza Metropolitan District No. 3 will contain approximately 31.553 acres plus the additional air rights as described below. Exhibits B-2 and B-3 depict the boundaries of The Plaza Metropolitan District No. 2 and The Plaza Metropolitan District No. 3, respectively. It is anticipated that inclusions and exclusions to the Financing Districts may be necessary in the future, as development plans are solidified, in order to ensure that all commercially developed properties are contained solely within The Plaza Metropolitan District No. 2 and residentially developed properties are within The Plaza Metropolitan District No. 2. Additional boundary adjustments may be proposed as the Developer of the Belmar Site takes title to real properties adjacent to the Belmar Site. Such inclusions shall be specifically permitted without any further approval of Lakewood, however, the Districts agree that Lakewood shall be provided with notice of any such boundary adjustments as are approved by the District board of directors.

In addition to the real property described for The Plaza Metropolitan District No. 3 in Exhibit B-3, The Plaza Metropolitan District No. 3 shall contain all residential property that may become independent units of real property through a condominium or similar declaration. Certain air space, which will become future residential properties, is currently situated above real property described as part of The Plaza Metropolitan District No. 2 in Exhibit B-2. This air space and the rights to it are not intended to ever be within the boundaries of The Plaza Metropolitan District No. 2, now or at any point in the future. Rather, under the terms of this Service Plan, it shall be expressly required that the Districts take all action as necessary under Colorado law to ensure that the boundaries of The Plaza Metropolitan District No. 2 contain only commercially developed property and the boundaries of The Plaza Metropolitan District No. 3 contain only residentially developed property.

Upon the recording of a declaration complying with the provisions of the Colorado Common Interest Ownership Act (Article 33.3 of Title 38, C.R.S.) which creates a residential common interest community in the air space described above, The Plaza Metropolitan District No. 3 shall undertake all action necessary to include the additional residential real property created by such declaration within its boundaries. The Plaza Metropolitan District No. 2 shall be required to make any necessary filings with the Assessor's office to ensure that an accurate legal description is provided for The Plaza Metropolitan District No. 2 that does not include residentially developed property.

4. Existing Services and Districts

There are currently no other entities in existence which have the ability and/or desire to undertake the design, financing, construction and/or acquisition of improvements needed for the Belmar Site. It is also the Districts' understanding that Lakewood does not consider it feasible or practicable for Lakewood to provide the necessary services and facilities for the Belmar Site. Consequently, the powers and authorities requested under this Service Plan are deemed necessary for the provision of adequate public improvements in the Belmar Site.

In order to minimize the proliferation of new governmental structures and personnel, the Districts intend to utilize existing entities as much as possible for operations and maintenance of public improvements provided by the Service District. Consequently, while the Districts will finance capital improvements and coordinate the provision of services, they are expected to utilize existing entities and personnel as much as possible. Double taxation will be avoided by the Districts undertaking the necessary capital financing with debt levies, and existing service providers furnishing day-to-day operations and maintenance with service charges and operating levies. Intergovernmental agreements or other arrangements for services are expected to be obtained for the following services as more specifically set forth in Section IV herein:

a. Water. Water service will be provided to the Belmar Site by Bancroft-Clover Water and Sanitation District and/or other governmental entities as appropriate. It is currently anticipated that the Financing Districts shall participate in funding, and the Service District in the construction and/or acquisition, of necessary water improvements to the Belmar Site, as more specifically set forth in Section III and Exhibit D, herein. Water facilities constructed or acquired by the Service District are intended to be conveyed to existing service providers for ongoing operations and maintenance. The Districts shall be required to provide Bancroft-Clover Water and Sanitation District with copies of all material modifications to this Service Plan, inclusive of any notices provided to Lakewood pursuant to section 32-1-207, C.R.S. The Districts and the Bancroft-Clover Water and Sanitation District have agreed that the water facilities to be furnished by the Districts pursuant to this Service Plan do not duplicate or interfere with any improvements or facilities constructed or planned to be constructed by Bancroft-Clover Water and Sanitation District.

b. Sanitation. Sanitation services will be provided to the Belmar Site by Bancroft-Clover Water and Sanitation District and/or other governmental entities as appropriate. It is currently anticipated that the Financing District will provide financing for necessary improvements, and that completed improvements will be conveyed by the Service District to the Bancroft-Clover Water and Sanitation District for ongoing operations and maintenance. The Districts shall be required to provide Bancroft-Clover Water and Sanitation District with copies of all material modifications to this Service Plan, inclusive of any notices provided to Lakewood pursuant to section 32-1-207, C.R.S. The Districts and the Bancroft-Clover Water and Sanitation District have agreed that the sanitation facilities to be furnished by the Districts pursuant to this Service Plan do not duplicate or interfere with any improvements or facilities constructed or planned to be constructed by Bancroft-Clover Water and Sanitation District.

C. Contents of Service Plan

This Service Plan consists of a preliminary financial analysis and preliminary description of the public improvements showing how the facilities and services for the Belmar Site can be provided and financed by the Districts. Numerous items are included in this Service Plan in order to satisfy the requirements of law for formation of special districts. Those items are listed in Exhibit C attached hereto. Each of the requirements of law are satisfied by this Service Plan.

The assumptions contained within this Service Plan were derived from a variety of sources. Information regarding the present status of property within the Districts, as well as the current status and projected future level of similar services, was obtained from Continuum Lakewood Development Company, LLC (the "Developer"). Legal advice in the preparation of this Service Plan was provided by the law firm of White and Associates Professional Corporation, district general counsel, which represents numerous special districts. Financial recommendations and advice in the preparation of the Service Plan were provided by Dain Rauscher, Inc.

II. PURPOSE OF AND NEED FOR THE DISTRICTS AND GENERAL POWERS

A. Purpose and Need for the Districts

It is intended that the Districts will provide certain essential public-purpose facilities and improvements for the use and benefit of all anticipated property owners within the boundaries of the Districts. The need for the special districts and their ability to provide necessary services is crucial. There are currently no other entities located in the surrounding area of the Districts which have the ability and or desire to undertake the design, financing, construction and/or acquisition of improvements needed for the project. The significance of the required improvements requires that the Districts coordinate efforts to hold both the construction, acquisition and financing therefor at acceptable levels. Cooperation between the Service District and the Financing Districts will ensure that construction and/or acquisition of improvements in the area takes place in the manner and time at which it is anticipated.

B. General Powers of Each District

Each proposed District will have power and authority to provide the services and facilities generally described in this Service Plan. The powers and authorities of each District will be allocated and further refined in an Intergovernmental Agreement between the Districts ("Master IGA"), as further described in Section IV(B), which Master IGA has been voted upon and approved by the respective electorates.

Construction and/or acquisition of the improvements will be scheduled over the next several years. The Districts shall have authority to install, finance, construct and acquire the following services and facilities:

1. Water

The design, acquisition, installation and construction, of a water and irrigation water delivery and distribution system, including transmission and distribution systems for domestic and other public or private purposes, together with all necessary and proper reservoirs, equipment and appurtenances incident thereto which may include, but shall not be limited to, transmission lines, distribution mains and laterals, storage facilities, land and easements, together with extensions of and improvements to said systems.

2. Streets

The design, acquisition, installation, construction, operation, and maintenance of street and roadway improvements, exclusive of water or sewer improvements, including but not limited to curbs, gutters, culverts, storm sewers and other natural or man-made drainage facilities, detention ponds, retaining walls and appurtenances, as well as sidewalks, bridges, parking facilities, lots and other parking structures, paving, lighting, grading, landscaping, tunnels and other street improvements, together with all necessary, incidental, and appurtenant facilities, land and easements, together with extensions of and improvements to said facilities.

3. Traffic and Safety Controls

The design, acquisition, installation, construction, operation, and maintenance of traffic and safety protection facilities and services through traffic and safety controls and devices on 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 entry building, access gates, signalization at intersections, traffic signs, area identification signs, directional assistance, and driver information signs, together with all necessary, incidental, and appurtenant facilities, land easements, together with extensions of and improvements to said facilities.

4. Sanitation

The design, acquisition, installation and construction of storm drainage or sanitary sewer collection systems, or both, flood and surface drainage, and 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.

5. Parks and Recreation

The design, acquisition, installation, construction, operation and maintenance of public park and recreation facilities or programs including, but not limited to, swimming pools and spas, tennis courts, exercise facilities, museums, cultural and community facilities, bike paths, hiking trails, pedestrian trails, pedestrian bridges, pedestrian malls, plaza areas and amenities, public fountains and sculpture, public art, botanical gardens, equestrian trails and centers, picnic areas, skating areas and facilities, urban village greenscapes, common area landscaping and weed control, outdoor lighting of all types, and other facilities, together with all necessary, incidental and appurtenant facilities, land and easements, and all necessary extensions of and improvements to said facilities or systems.

6. Transportation

The design, acquisition, installation, construction, operation and maintenance of public transportation system improvements, including transportation equipment, park and ride facilities and attendant parking lots and structures, roofs, covers, and facilities, including, but not limited to facilities for the commercial structures and for the conveyance of the public consisting of public restrooms, buses, automobiles, and other means of conveyance, and structures for repair, operations and maintenance of such facilities, together with all necessary, incidental and appurtenant facilities, land and easements, and all necessary extensions of and improvements to said facilities or systems.

7. Television Relay and Translator

The design, acquisition, construction, completion, installation and/or operation and maintenance of television relay and translator facilities, including but not limited to cable television and communication facilities, satellite television facilities and internet and other telecommunication facilities, together with all necessary, incidental and appurtenant facilities, land and easements, and all necessary extensions of and improvements to said facilities.

8. Mosquito and Pest Control

The design, acquisition, installation, construction, operation, and maintenance of systems and methods for the elimination and control of mosquitoes, rodents and other pests.

9. Legal Powers

The powers of the Districts will be exercised by their boards of directors to the extent necessary to provide the services contemplated in this Service Plan. The foregoing improvements and services, along with all other activities permitted by law and necessary for the completion of facilities and provision of services described herein, will be undertaken in accordance with, and pursuant to, the procedures and conditions contained in the Special District Act, other applicable statutes, and this Service Plan, as any or all of the same may be amended from time to time.

10. Other

In addition to the powers enumerated above, the boards of directors of the Districts shall also have the following authority:

a. To amend this Service Plan as needed, subject to the appropriate statutory procedures, including, by written notice to Lakewood pursuant to § 32-1-207, C.R.S., of actions which the Districts believe are permitted by this Service Plan but which may be unclear. In the event Lakewood elects not to seek to enjoin any such activities under said statute, such election shall constitute agreement by Lakewood that such activities are within the scope of this Service Plan; and

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

c. To exercise all necessary and implied powers under Title 32, C.R.S. in the reasonable discretion of the boards of directors of the Districts.

III. DESCRIPTION OF PROPOSED FACILITIES AND IMPROVEMENTS

This Section describes the key facilities and improvements expected to be provided by the Districts. The following general descriptions of improvements are preliminary only and will be subject to modification and revision as engineering plans, financial factors, construction scheduling and costs may require, and subject to the overall limitations on the powers of the Districts set forth in Section II hereof. Improvements not specifically described herein shall be permitted as long as they are generally contemplated in Section II hereof and pursuant to the Redevelopment Agreement dated as of July 9, 2001 between the Lakewood Reinvestment Authority and Developer, as amended by the Public Financing Amendment, dated as of December 31, 2001, between the Lakewood Reinvestment Authority, the Districts, Developer and Lakewood.

The Service District and the Financing District will be permitted to exercise their statutory powers and their respective authority as 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 will contract with various public and/or private entities to undertake such functions.

All facilities will be designed in such a way as to assure that the facility and service standards will conform with those of Lakewood and of other municipalities and special districts which provide municipal services in the area of the Districts. Water and sanitary sewer improvements will be built to the applicable standards and specifications of the Bancroft-Clover Water and Sanitation District's Rules and Regulations, Operating Rules and the Standards and Specifications of the Denver Water Board and requirements of Metro Wastewater Reclamation District.

Upon approval hereof, the Districts are anticipated to enter into an agreement with the City of Lakewood concerning construction of certain streets and storm drainage improvements (the "Public Improvement Agreement"). The Public Improvement Agreement may provide that in the event of a District default relating to the construction of the improvements thereunder, or during the warranty period, the Financing Districts may be required to certify mill levies on or before the succeeding December 15, up to the combined maximum authorized amount hereunder, in order to satisfy the financial requirement necessary to cure such default. The covenant to certify such a mill levy shall constitute collateral in satisfaction of the obligations of the Districts under the Public Improvement Agreement, the terms for such which shall be further specified in the Public Improvement Agreement.

The redevelopment plan for the Belmar Site is intended to create a mixed-use, pedestrian friendly environment. Creating a mixed-use, pedestrian friendly environment will require significant changes to the existing utilities, streets, parking, and public areas. The following Sections contain general descriptions of the contemplated facilities and improvements which will be financed by the Financing District.

A. General

Construction and/or acquisition 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/or acquired and their related costs, are estimates only and are subject to modification as engineering, development plans, economics, Lakewood requirements, and construction scheduling may require.

B. Water System

1. Overall Plan

Anticipated improvements include design, construction and/or acquisition and all required tap fees for an entirely new system for water supply and distribution for domestic use and irrigation of landscaped areas. Major water distribution lines will be installed in public rights of way and service connections will be provided from these lines to individual buildings within each block. The water system will consist of a water distribution system consisting of buried water mains, fire hydrants, and related appurtenances located predominately within the Districts' boundaries. The final configuration of the internal water system is yet to be designed.

2. Design Criteria

The proposed domestic potable water distribution system is expected to include pressurized water mains with multiple pressure zones. Water system components will be installed in accordance with the applicable standards of all entities with jurisdiction over the Districts, specifically including the Bancroft-Clover Water and Sanitation District. The individual water system components will be sized based upon the projected potable, irrigation and fire flow requirements of the Belmar Site. Individual meters will be installed for each customer. Upon completion, the water system improvements shall be dedicated to the Bancroft-Clover Water and Sanitation District in accordance with any applicable rules, regulations or policies of the Bancroft-Clover Water and Sanitation District. The Districts shall be required to provide any and all necessary easements to the Bancroft-Clover Water and Sanitation District as required for the operation and maintenance of the water improvements.

C. Street System and Traffic Safety

1. General

Anticipated improvements include design, construction and/or acquisition of an entire public street system and associated street furnishings, landscaping and amenities within the 99 acre Belmar Site, as well as improvements to the adjacent Alameda Ave. and Wadsworth Blvd. arterials. Major east west streets include Virginia Ave. and Alaska St. between Wadsworth Blvd. and Quay St. Major north south streets include Vance, Teller and Saulsbury Streets. A secondary network of smaller streets will also be constructed in the residential area in the southeast portion of the site. In addition, internal circulation streets will be constructed in the commercial portion of the property, including a segment of Upham St. between Alaska St. and Virginia Ave. and an east west connection from Upham St. to Vance St. lying between Alaska St. and Virginia Ave.. A depiction of the streets to be constructed on the property is included in Exhibit D.

Pedestrian-oriented streets such as Alaska and Teller contain a high concentration of public amenities (lighting, furnishings, special paving and curb treatments, enhanced landscaping, public art, etc.). Street improvements throughout the Belmar property will be constructed in dedicated public right of way. Typical elements will include:

· Land acquisition for right of way
· Grading
· Street, curb, sidewalk and storm inlet construction
· Street trees, tree grates, tree lawns, hedges, other forms of landscaping and irrigation systems
· Street and pedestrian lighting and electrical service to serve this lighting
· Street furnishings such as benches, bike racks, trash receptacles, poles, signage and newspaper vending machine corrals

In addition, it is anticipated that the Districts will undertake construction and/or acquisition of a public parking system that will provide parking on street, in surface lots and in enclosed garages. This system will include at least six (6) major public parking garages containing a total of approximately 6,500 parking spaces. In addition, on street parking is anticipated to be controlled through the use of parking ticket kiosks which will be installed along the public right of way where on street parking is provided in commercial areas.

All facilities will be designed and installed in accordance with applicable regulatory standards and sound engineering judgement.

2. Landscaping

Landscaping may be installed along the roadway rights-of-way and trail easements. The Service District also intends to install and maintain landscaped highlights along the internal streets and at major entrances in the Belmar Site.

3. Signals and Signage

Anticipated improvements include new traffic signals and controls associated with the new public street on the Belmar Site. New traffic signals and associated electrical connections are anticipated along Alameda Ave. at the intersections of Vance, Teller and Saulsbury Streets. New traffic signals and electrical connections will also be required at the intersection of Virginia Ave. and Wadsworth Blvd. Traffic signage and controls (stop, yield, directional signage, etc.) will also be required along newly constructed public streets and at intersections throughout the site.

D. Sanitary Sewer and Stormwater Collection System

1. Overall Plan

Anticipated improvements include design, construction and/or acquisition of an entirely new system for sanitary sewer service and stormwater management within the Belmar Site. These improvements include major sanitary sewer lines installed in public rights of way, as well as service connections to individual buildings within each block and all tap fees associated with establishing this new service. Stormwater will be conveyed to two major detention facilities on the site by means of surface flows and installation of stormwater collection points and conveyance lines. A new stormwater detention facility will be constructed on the northeast corner of the Belmar Site just west of Pierce St and north of Alaska St. The existing stormwater management facility on the southeast corner of the property (south of Virginia Ave. and east of Saulsbury St.) will also be enlarged and improved.

2. Design Criteria

The proposed sanitary sewer collection system is expected to include sewer mains designed to collect sewage from the development areas within the Belmar Site. The sewer system components will be designed and installed in accordance with the applicable standards of all entities with jurisdiction over the Districts, specifically including the Bancroft-Clover Water and Sanitation District. Upon completion, the sanitary sewer system improvements shall be dedicated to the Bancroft-Clover Water and Sanitation District in accordance with any applicable rules, regulations or policies of the Bancroft-Clover Water and Sanitation District. The Districts shall be required to provide any and all necessary easements to the Bancroft-Clover Water and Sanitation District as required for the operation and maintenance of the sanitary sewer improvements.

E. Park and Recreation

Anticipated improvements include new parks, open space, plazas, landscaping, public art and other similar features throughout the Belmar site, as well as land acquisition, grading and preparation for all of these improvements. Specific improvements include:

· A major community park of approximately 1.5 acres at the intersection of Virginia Ave. and Teller St.
· An outdoor public skating rink and other amenities located in a major public plaza at the southwest corner of Alaska Drive and Teller St.
· Landscaping, walking paths and other public improvements in the vicinity of the two major stormwater detention areas in the northeast and southeast corners of the property
· A linear greenway, including trees, landscaping, street furnishings and other amenities along the southern edge of Virginia Ave. between Wadsworth Blvd and Reed St.
· Landscaping and plaza space in the vicinity of the southeast corner of Alameda Ave. and Wadsworth Blvd.
· Landscaping, street tree, tree lawn, median, irrigation and other improvements to Alameda Ave. between Wadsworth Blvd. and Pierce St. and to Wadsworth Blvd. between Alameda Ave. and Virginia Ave.

Public art will be installed in a number of locations throughout the Belmar Site in conjunction with the creation of public streets, parks, plazas, open spaces and public parking facilities. All park and recreational facilities installed and/or services provided by the Service District under the authority of this Service Plan will be constructed in accordance with engineering and design requirements appropriate for the surrounding terrain, and shall conform with Lakewood standards.

F. Transportation

The Service District contemplates that at some future date it may be prudent to participate in a public transit system in the Belmar Site. The Service District may, at the appropriate time, fund studies or improvements which are intended to provide mass transit for the population within the Belmar Site.

G. Television Relay and Translator

The Service District contemplates that at some future date it may be prudent to participate in a television relay and translator system in the area, including improvements for the distribution of television, telephone and other telecommunications facilities throughout the property, as well as the installation of conduit systems within the public rights of way to facilitate access to these services. The Service District may, at the appropriate time, fund studies or improvements which are intended to provide television relay and translator improvements within the Belmar Site.

H. Mosquito and Pest Control

The Service District contemplates that at some future date it may be prudent to participate in a mosquito and pest control program in the area. The Service District may, at the appropriate time, fund studies or improvements which are intended to provide mosquito control within the Belmar Site.

IV. PROPOSED AGREEMENTS

A. General

To the extent necessary, and as authorized herein, the District anticipates entering into intergovernmental agreements for coordination of services with such entities for purposes of ensuring that improvements which are financed, established or operated by the Districts do not duplicate or interfere with any other improvements or facilities already constructed or planned to be constructed within any such overlap area. It is anticipated that the Districts may enter into one or more management agreements with a private entity for operation and maintenance of improvements in and around the Belmar Site.

B. Master IGA

In addition to the necessary agreements with current service providers as described herein at Section I.B.4, the relationship between the Service District and the Financing District, including the means for approving, financing, constructing, acquisition and operating the public services and improvements needed to serve the Belmar Site will be established by means of a master intergovernmental agreement ("Master IGA") between the Districts. Under the Master IGA, the Service District will construct and/or acquire all facilities and may own, operate and maintain certain ongoing facilities and services needed for the Belmar Site. The majority of funding for administrative and operational requirements will be provided through the Financing Districts. The Master IGA will establish appropriate procedures and standards for the approval of the design of facilities, transfer of funds between the Districts, and any necessary operation and maintenance of the facilities. The Master IGA is expected to provide that the obligation of the Financing Districts to pay the Service District for operating expenses incurred for provision of services to property within the Financing Districts shall constitute "debt" of the Financing Districts. Accordingly, mill levies certified to make necessary payments to the Service District will be characterized as debt service mill levies notwithstanding that they are imposed to pay contractual obligations for operations and maintenance services provided by the Service District.

C. Other Agreements

To the extent practicable, the Service District 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.

V. FINANCIAL PLAN

A. General

The Public Financing Amendment generally sets forth the parameters within which the public improvements necessary for the Belmar Site are to be financed. In addition to authorization as set forth in this Service Plan, the Districts shall undertake all financing of the public improvements in accordance with the Public Financing Amendment. Attached to this Service Plan as Exhibit E is a preliminary Financing Plan which has been generated based upon the provisions of the Public Financing Amendment and shows the manner in which the Districts are anticipated to finance and operate the proposed public improvements. At the time bonds or other debt instruments are proposed to be issued, alternative financing plans may be employed and utilized by the Districts, so long as such alternative financing plans are within the parameters of the Public Financing Amendment.

The Financing Plan includes the proposed operating revenue derived from legally available revenues to be used by the Service District. The Master IGA shall provide that the obligations of the Financing Districts to pay the Service District for operating expenses incurred for the provision of services to property within the Financing Districts shall constitute "debt" of the Financing Districts. Accordingly, mill levies that are certified to make necessary payments to the Service District will be characterized as debt service mill levies notwithstanding that they are imposed to pay contractual obligations for operations and maintenance services provided by the Service District. The Service District anticipates borrowing its initial operating funds from private entities until such time as it is able to generate operating revenues from the Financing Districts.

The Financing Plan identifies the proposed debt issuance schedules of the Service District and the Financing Districts and generally shows how the financial operations of the Districts are contemplated. The figures contained herein depicting costs of infrastructure and operations shall not constitute legal limits on the financial powers of the Districts; provided, however, that the Districts shall not be permitted to issue bonds which are not in compliance with the bond registration and issuance requirements of Colorado law.

The balance of the information contained in this section of this Service Plan is preliminary in nature. All dollars are stated in 2002 dollars. Upon approval of this Service Plan, the Districts will continue to develop and refine cost estimates contained herein and prepare for bond issuances. All cost estimates will be inflated to current dollars at the time of bond issuance and construction. Engineering and other contingencies, as well as capitalized interest and other costs of financing will be added. All construction cost estimates assume construction will meet applicable local, state or federal requirements.

The Financing Plan depicts that based upon current projections of market value, the Districts have the ability to issue approximately $187,375,000 in revenue bonds, inclusive of the costs of issuance, capitalized interest, and debt service reserve fund requirements. Legally available revenues of the Service District, inclusive of tax increment revenues made available to the Service District pursuant to the Public Financing Amendment and public improvement fees paid to the Service District through private contractual arrangements or recorded covenants on the Belmar Site, shall be used to pay the debt service requirements on such bonds. Additional bond issues shall be permitted to the extent that the Districts have the financial ability to discharge the indebtedness in a manner consistent with this Service Plan and the Public Financing Amendment. Contractual general obligation debt represented by the Master IGA between the Districts shall expressly be permitted under this Service Plan as shall any future intergovernmental agreement between the Districts. The Districts have the authority to construct and/or acquire all facilities contemplated herein without the need to seek approval of any modification of this Service Plan. Reasonable modifications of facilities and cost estimates shall likewise be permitted based upon then-market conditions. Final determination of the amount of debt for which approval will be sought from each District's electorate from time to time will be made by the board of directors of each District based on then-current estimates of construction costs, issuance costs, and contingencies. Authorization to issue bonds and enter into various agreements described herein will be sought from each District's electorate pursuant to the terms of the Special District Act, and the Colorado Constitution as amended from time to time.

Although not depicted in the Financing Plan, the Districts shall be specifically authorized to obtain revenues from the imposition of ad valorem taxes within their respective boundaries. Such tax revenues are anticipated to be utilized for operations, maintenance and administration of the Districts, but shall be specifically permitted for use by the Districts for any legally permissible purpose. Notwithstanding the aforesaid, The Plaza Metropolitan District No. 2 shall be limited to imposition of a mill levy in an amount not to exceed 25 mills and The Plaza Metropolitan District No. 3 shall be limited to imposition of a mill levy in an amount not to exceed 20 mills; provided, however, that in the event the method of calculating assessed valuation is changed after the date of approval of this Service Plan, the mill levy limitation provided herein for both Financing Districts will be automatically increased or decreased to reflect such changes, so that to the extent possible, the actual tax revenues generated by the mill levy, as adjusted, are neither diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in the ratio of actual valuation to assessed valuation shall be deemed to be a change in the method of calculating assessed valuation.

In addition to ad valorem property taxes and other sources of revenue as are set forth in the Financing Plan, and in order to offset the expenses of the anticipated construction and acquisition and operations and maintenance costs, the Districts may also rely upon various other revenue sources as are authorized by law. These will include the power to assess fees, rates, tolls, penalties, or charges as provided in §32-1-1001(l), C.R.S., as amended.

The estimated costs of the facilities and improvements to be constructed, acquired and installed by the Districts, including the costs of land acquisition, engineering services, legal services, accounting services, administrative services, initial proposed indebtedness, and other major expenses related to the facilities and improvements to be constructed, acquired and installed, are generally set forth in Exhibit B of this Service Plan. The costs may be revised or re-allocated among improvements and services which the Districts are empowered to provide as progress within the Belmar Site requires.

The maximum voted interest rate for bonds will be 18%. The proposed maximum underwriting discount will be 5%. It is estimated that the general obligation bonds, when issued, will mature not more than forty (40) years from date of issuance.

In the discretion of the boards of directors, the Districts may set up other qualifying entities to manage, fund, construct, acquire and operate facilities, services, and programs. To the extent allowed by law, any entity created by the Districts will remain under the control of its board of directors.

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 in the Financing Plan.

VI. GENERAL MATTERS

A. Elections

All district elections will be conducted as provided in the Court orders, the Uniform Election Code of 1992 (as substantially amended by House Bill 93-1255), and the TABOR Amendment. Future elections to comply with the TABOR Amendment, as now enacted or amended in the future, and to address other evolving circumstances within the Districts may be held as determined necessary by the elected boards of directors of the Districts.

B. District Conditions

The provisions set forth below are included in this Service Plan as conditions to this Service Plan as have been required by the City and accepted by the District. Any conflict or inconsistency between these provisions and any other provisions of this Service Plan which cannot be reconciled shall be resolved in favor of the provisions set forth:

1. Unless otherwise approved in writing after administrative review by City Staff, which approval will not be unreasonably withheld, delayed or conditioned, the Districts shall be limited to issuance of debt in the amount of $250,000,000 with a maximum net effective interest rate of eighteen percent (18%) per annum and a maximum term for maturity of thirty (30) years from date of issue with the specific exception of refundings at a lower rate of interest. Further, all debt authorized hereunder shall be issued within ten (10) years from the date of authorization for such debt. In the event all such debt is not issued within ten (10) years from the date of authorization, the Districts shall submit an application for a quinquennial finding of reasonable diligence in accordance with the procedures set forth in Section 32?1?1101.5(1.5), C.R.S., and the parties shall thereupon conduct proceedings pursuant to said statute. These limitations were established and agreed based upon current financial market conditions and current construction costs generally. District requests for approval to exceed these limitations based upon changes in these and other relevant and appropriate factors shall be given favorable consideration.

2. The Districts shall not apply for or claim any entitled to Conservation Trust Fund or Jefferson County Open Space money for which the City is eligible to apply.

3. In addition to those remedies provided pursuant to Title 32, Colorado Revised Statutes, the City's remedies for failure of any District to comply with this Service Plan shall include authority for the City, upon a finding of such failure by City Council, following notice to such District or Districts and an opportunity to be heard, to withhold the issuance of any permit, authorization, acceptance or other administrative approval which may be required by such District. Prior to any such hearing, the District shall be provided written notice of the alleged failure to comply and be provided with no less than thirty (30) days in which to cure. Thereafter, assuming that the alleged failure is continuing, such hearing may be held and upon a finding of such failure by the City Council such authorizations withheld.

4. Inclusion or exclusion of any property into or from the boundaries of the Districts or consolidation proceedings with any other special district in the area shall be subject to the prior administrative approval of Lakewood which consent will not be unreasonably withhold, delayed or conditioned. Notwithstanding the aforesaid, the Districts shall be expressly permitted to approve inclusions and exclusions at their discretion on the condition that all property originally in one of the Districts remains in one of the Districts. Additionally, inclusion of the real property attached hereto as Exhibit B-4 shall be expressly permitted at the discretion of the Districts.

5. On or before January 31 of each year, the Districts shall file a consolidated annual report to the City to keep the City informed of the District's activities. Such annual report shall contain a copy of the current year budget for each of the Districts as well as a summary of construction actually completed in the prior year and construction anticipated to be undertaken in the current year.

VII. CONCLUSIONS

It is submitted that this Service Plan to the Consolidated Service Plan for The Plaza Metropolitan District Nos. 1, 2 and 3 as required by Section 32-1-203(2), 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 present and 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 requested that the City Council of Lakewood, Colorado, which has jurisdiction to approve this Service Plan to the Service Plan by virtue of Section 32-1-204.5, C.R.S., et seq., as amended, adopt a resolution which approves this "Service Plan to the Consolidated Service Plan for The Plaza Metropolitan District Nos. 1, 2 and 3," as submitted.

Respectfully submitted,
WHITE AND ASSOCIATES
Professional Corporation
Kristen D. Bear
K. Sean Allen
Counsel to the District

PLAZA\SPLAN\KDB0939120202
0575.0003

EXHIBIT A-1

City of Lakewood Resolution of Approval
For Original Service Plan

EXHIBIT A-2

City of Lakewood Resolution of Approval
For First Amendment to Service Plan

EXHIBIT B-1

Plaza Metropolitan District No. 1
Legal Description and Boundary Map

EXHIBIT B-2

Plaza Metropolitan District No. 2
Legal Description and Boundary Map

EXHIBIT B-3

Plaza Metropolitan District No. 3
Legal Description and Boundary Map

EXHIBIT B-4
Inclusion Parcels

EXHIBIT C

Statutory Contents of Service Plan

1. A map of the Districts' boundaries;

2. 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 serviced 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) The Districts are capable of providing economical and sufficient service to the area within their proposed boundaries; and

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

EXHIBIT D

Facilities Diagrams and Estimated Capital Costs

EXHIBIT E

Financing Plan