Timothy J. Phelan and Deborah A. Phelan - Page 3

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          Regency Park was located within the geographical limits of the              
          Triview metropolitan district (Triview).  Triview is an                     
          independent quasi-municipal corporation and political subdivision           
          organized under the laws of Colorado.  Its purpose was to provide           
          services to the residents of the district, such as building                 
          roads, providing water and sanitation services, and building and            
          maintaining parks.  For funding purposes, Triview had the ability           
          to levy taxes, issue general obligation and revenue bonds, and              
          assess fees.                                                                
               During 1987, Triview entered into two agreements obligating            
          itself to construct improvements to the infrastructure of the               
          Regency Park property.  After the approval of a master plan,                
          Regency Group and Triview, on March 6, 1987, entered into a Tap             
          Fee Agreement.  Under the agreement, Triview was to construct               
          water and sewer improvements to Regency Park, and Regency Group             
          would remit an initial payment and additional ongoing fees for              
          water and sewer taps.  On September 22, 1987, Triview, Regency              
          Group, and two other partnerships that owned property within the            
          Triview district, entered into an Intergovernmental Agreement               
          with the town of Monument, Colorado.  Under its terms, Triview              
          agreed to construct several public facilities within the Triview            
          district, including roads, water and sanitation plant facilities,           
          parks, and traffic control systems.  Regency Group agreed to be             
          responsible for the construction of infrastructure to deliver the           






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