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HomeMy WebLinkAbout20151225.tiff 8000 South Lincoln Street, ir206 I ittleton, CO 80122 - Office: 1/20) 283-6783 I www.redland.com Where Great Places Begin August 19, 2014 Mr. Kim Ogle Weld County Planning Department 1555 North 17th Avenue Greeley, Colorado 80631 Re: Design of Utilities Dear Kim: To the best of my knowledge, information and belief, the utilities for this development have been designed in accordance to the standards and specifications as set forth by the Little Thompson Water District and the St. Vrain Sanitation District and the utility designs were completed under my direct supervision. $i erely, c,,, Fred G. Tafoya Ill, P.E. Principal Amended and Restated Agreement for Water Extensions This Amended and Restated Agreement for Water Extensions (the "Agreement"), made and entered into effective this 12th day of February, 2015, by and between LITTLE THOMPSON WATER DISTRICT, hereinafter called the "District" and BAREFOOT, LLC, a Colorado limited liability company, hereinafter called "Customer" and BROOKFIELD RESIDENTIAL (COLORADO), LLC, a Colorado limited liability company, is upon the following terms and conditions, to-wit: RECITALS A. District and Carma (Colorado), Inc. previously entered into that certain Agreement for Water Extensions dated April 7, 2005 and amended on October 14, 2010 and October 11 , 2012 (the "Original Agreement"); B. Carma (Colorado), Inc. is now known as Brookfield Residential (Colorado), LLC Inc. ("BRP"). C. Barefoot, LLC ("Customer") is a subsidiary of BRP and is the owner of the Barefoot Lakes Project in Weld County Colorado, more particularly described on Exhibit A, attached hereto (the "Project" or the "Property") D. The District and the City of Greeley, Colorado ("Greeley") are parties to an Intergovernmental Agreement for Lease of Twelve Windy Gap Units, With Option to Purchase, dated April 7, 2005, as amended on Jun 1 , 2009, January 1 , 2012, September 4, 2012 and February 13, 2014 (the "Windy Gap Agreement"); E. Pursuant to the Windy Gap Agreement, the District anticipates closing on the purchase of the Twelve Windy Gap Units in the first quarter of 2015; F. Customer's plans for development of the Project have changed since the date of the Original Agreement and District and Customer now desire to amend and restate the Original Agreement to address those changes. District and Customer anticipate further modification of this Agreement as Customer finalizes its plans for development of the Project; IN CONSIDERATION of the mutual promises and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, District and Customer hereby amend and restate the Original Agreement as follows: AGREEMENT 1 . The District is organized as a special district under laws of the State of Colorado serving treated water within the District as may now be established, or as hereinafter established. The Customer is either a taxpaying elector within the District, or desires to receive water service and to join the District. 2. The Customer desires to obtain water service for the "Property" described in this Agreement. Such service shall be subject to the terms of this Agreement and the attached Addendum A. 3. The Customer shall pay for and provide all water mains either within or without the boundaries of the District in order to provide water service to the Property; but the District may construct said mains, or the District may approve construction by the Customer, or the Customer's contractor upon terms approved by the District. A. The District must approve such construction by the Customer, or the Customer's contractor by a written agreement providing for the terms of such installation, including requirements that the materials used shall meet all standards of the District and that provides for inspection by the District of the construction of such water mains. The cost of all construction shall be paid by the Customer to the District. B. A deposit in the amount hereinafter provided shall be paid by the Customer to the District as an advance towards the construction cost of the District for such installation. After completion of all construction and acceptance by the District, a final adjustment of costs will be made, if necessary. In the event that it is determined that the deposit is insufficient to cover the estimated cost of construction, then the Customer shall pay to the District, on demand, additional advances towards the cost of construction. c. If the installation is constructed by the Customer, or the Customer's contractor, the Customer shall transfer all right, title and interest in and to the facilities installed as well as all easements and appurtenances and other necessary property rights to the District by good and sufficient assignment or bill of sale or general warranty deed. Such transfer shall be made free and clear of all liens and encumbrances, and the Customer shall furnish sufficient evidence of title or a "Form 100" title policy if required by the District. The Customer shall furnish mechanic's lien releases or a good and sufficient performance and payment bond pursuant to the Colorado Mechanic's Lien Law in order to insure that all construction costs have been paid in full. All labor and materials shall be warranted for defects of any kind by Customer and Customer's contractor for one year from the date of acceptance of such facilities by the written acceptance of such facilities. The District, upon receipt of the documents of transfer and evidence of title, shall consider whether to accept or reject the installation. If the Customer has complied with this Agreement and all other conditions precedent to the acceptance of the facilities, the District shall approve and accept the transfer and shall thereafter assume operation and maintenance of the lines. In no event shall the District assume ownership, operation or maintenance of any installation on the service side of the metering installation for the Property. 4. The District will provide service in accordance with its Rules and Regulations and line extension policies as now adopted or as may be hereafter adopted by the District. Except 20150212.1 LTWD Agreement for Water Extensions as provided in Addendum A, the Customer shall commence payment of established rates of the District, including minimum fees, on the date of installation of a tap and water is available for use at the tap. 5. The District, pursuant to the terms of this Agreement, will only be obligated to serve the tap size shown on this Agreement. 6. The terms of this Agreement shall apply to the Property described herein, and the taps hereinafter provided may be used only upon said Property. The parties hereto agree that this Agreement shall be treated as personal property and not real property. 7. The Customer shall provide the District with an accurate copy of the final plat of the Property to be sewed by the District. If the plat must be approved by the County Commissioners, then a recorded copy of the plat with the Clerk and Recorder of the Colorado County in which the development is situated must be provided to the District. 8. Customer hereby grants to the District the right to enter upon the Property to construct, operate and maintain the facilities herein described, together with the full right of ingress and egress, and to cut and trim trees and shrubbery to the extent reasonably necessary. The Customer shall obtain and convey to the District all easements required by the District, and the District shall not be responsible for any delay in providing service in the event of failure to provide such easements. 9. [INTENTIONALLY DELETED] 10. In the event the District installs the facilities, the District shall install the facilities described herein in accordance with good engineering practice after the Customer has established property lines, cut streets, alleys and easements to final grade and prior to the paving of streets, and the construction of curbs and gutters. The Customer shall reimburse the District for any expense due to subsequent changes by the Customer. 11 . Except as provided in Addendum A water service shall be provided to Customers located within the Property at the District's applicable rates, and upon terms and conditions now in effect or at the rates and under the terms and conditions as may be hereafter be adopted by the District and upon the Rules and Regulations as now established or as may hereafter be established by the District. No water service may be obtained except upon property included within the boundaries of the District. Customer agrees that no other person shall be permitted to use water provided by the taps herein described. 12. [INTENTIONALLY DELETED] 13. In order to off set the cost of water to supply the Property herein described, the Customer may sell or transfer to the District any and all water rights as accepted pursuant to current District Rules and Regulations. Such water rights may include Northern Colorado Water Conservancy District, Windy Gap units of the Municipal Subdistrict of the Northern Colorado Water Conservancy District, and native water rights. Customer shall not receive cash for such water rights transferred to the District, but the total value of such water rights as herein stated shall be applied to the tap price established by the District upon the date of installation of each such tap. 20150212.1 LTWD Agreement for Water Extensions 3 14. The District agrees to allow installation of the number of taps as set forth in the Commitment Letter, attached hereto as Exhibit B, within the Property described below. No taps will be served by the District until all of the terms and conditions of this Agreement have been fulfilled by the Customer, including transfer of the above-described water rights. . The taps may not be used on any property other than that described herein without the express prior written consent of the District to such transfer. Any such transfer shall be made to property owned by the Customer, and such property, and the Customer, shall meet all rules, regulations and requirements of the District in order to achieve a requested transfer. Any right to receive a tap option or water rights credit under this Agreement, whether upon the below described Property, or at any other place shall expire and become null and void 20 years from the date of this Agreement. Customer may not encumber, mortgage or collaterally assign the taps without the prior written consent of the District thereto, which shall not be unreasonably withheld, conditioned or delayed. In all other respects the taps or water rights credit shall be treated as personal property. 15 . Rebates will be paid in accordance with Addendum A. 16. Except as provided in Addendum A, the Customer agrees to abide by all rates established and Rules and Regulations of the District as now established or as may hereafter be established by the District. District shall not be liable for any injury or damage for failure to deliver water for any reason including but not limited to war, riot, insurrection, Act of God, or breaks or failure of the water system. 17. No agent or representative of the District has the power to amend, modify, alter or waive any provisions of this Agreement. Any promises, agreements, or representations made by any agent or representative of the District not herein set forth shall be void and of no further force and effect. 18. The Customer understands and agrees that all amounts due under the terms of this Agreement, as well as all fees, rates, tolls, penalties, or charges for services, programs, or facilities furnished by the District constitute a perpetual lien on the Property herein described, and that such lien may be foreclosed in the same manner as provided by the laws of the State of Colorado for the foreclosure of mechanic's liens. §32-1 -1001 (1)(j), C.R.S. 2002. In the event Customer fails to abide by any of the terms or conditions of this Agreement, Customer agrees to pay all costs and expenses incurred by the District as a result of the breach including direct and consequential damages, loss of revenue, attorneys fees, court costs, expert witness fees and other expenses. 19. This Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties hereto. Except as provided herein, the Customer may not assign all or any part of any interest in the Agreement to any person. 20150212.1 LTWD Agreement for Water Extensions 4 20. Ratification. Notwithstanding any lapse in time or performance pursuant to the Original Agreement, Customer and District hereby ratify and affirm the Original Agreement and fully amend and restate the Original Agreement as provided herein and all benefits and obligations of this Agreement remain in full force and effect. SEE ATTACHED ADDENDUM A, SCHEDULE(S) AND EXHIBIT(S) FOR ADDITIONAL PROVISIONS, IN WITNESS WHEREOF, the parties hereto have set their signatures the day and year first above written. LITTLE THOMPSON WATER BAREFOOT, LLC. DISTRICT By By Ratified by LTWD Board of Directors on: BROOKFIELD RESIDENTIAL (COLORADO), LLC By mot/ (7---/ JILL BEDORE NOTARY PUBLIC STATE OF COLORADO ) STATE OF COLORADO NOTARY ID 20144015866 ) SS. MY COMMISSION EXPIRES APRIL 11, 2018 COUNTY OF ) Subscribed and sworn to before me this t day of ceirtkeLll , 2015, by 13 o h 2 Wain tat-- Witness my hand and official seal. r My Commission expires '� g . Notary Public 20150212.1 LTWD Apc ucnt for Waur Estatsions 5 20. Ratification. Notwithstanding any lapse in time or performance pursuant to the Original Agreement, Customer and District hereby ratify and affirm the Original Agreement and fully amend and restate the Original Agreement as provided herein and all benefits and obligations of this Agreement remain in full force and effect. SEE ATTACHED ADDENDUM A, SCHEDULE(S) AND EXHIBIT(S) FOR ADDITIONAL PROVISIONS, IN WITNESS WHEREOF, the parties hereto have set their signatures the day and year first above written. LITTLE THOMPSON WATER BAREFOOT, LLC. DISTRICT By 1/t1 Cl B By Ratified by UNVD Board of Directors on: BROOKFIELD RESIDENTIAL (_. L% / 2 '2-0/ 5- (COLORADO), LLC By STATE OF COLORADO ) ) SS. COUNTY OF ) Subscribed and sworn to before me this day of , 2015, by Witness my hand and official seal. My Commission expires Notary Public 20150212 I LTWD Agreement for Water Gst�nwat, 5 ADDENDUM A TO AM ENDED AND RESTATED AGREEM ENT FOR WATER EXTENSIONS This Addendum A ("Addendum") is dated effective as of the 12th day of February, 2015 and attached to and incorporated into that certain Amended and Restated Agreement for Water Extensions (the "Agreement") by and between Little Thompson Water District ("District"), Brookfield Residential (Colorado), LLC and Barefoot, LLC, a Colorado limited liability company ("Customer"). 1 . Construction Requirement of Off-Site Facilities. 1 . 1 Customer shall pay 100% of the costs and expenses of all water facilities within the Property (the "Property" is legally described in the Agreement) and for all off- site water transmission lines serving the Property, specifically, but not limited to, 100% of the costs and expenses of the planned 24-inch diameter transmission line required to serve the Property. All of the off-site improvements, including but not limited to the 24-inch water line, shall be in operation by the District prior to sale of the first tap after the 1 ,200th SFE service tap for the Property. No water taps shall be sold by the District on the Property without full compliance with the Agreement by the Customer. 1 .2 Notwithstanding the provisions of Paragraph 3A of the Agreement, Customer shall only pay the District for any construction actually performed by the District; and all construction of water facilities by Customer shall be in accordance with the District's rules, regulations and policies in effect at the time of construction of the facilities. Customer shall promptly pay any and all contractors and subcontractors that Customer hires to perform any and all construction that has been previously approved by the District as set forth in Paragraph 3A above. 1 .3 Notwithstanding the provisions of Paragraph 12 of the Agreement, Customer shall construct all water mains in a timely manner as plats are approved by Weld County. The Customer shall comply with the rules, regulations and policies of the District in effect from time to time during this time; and Customer specifically agrees that the District may promulgate new or alter such rules, regulations and policies of the District at any time and such new or altered rules, regulations and policies of the District. 2. Rebates and Reimbursement of Portion of Cost of Water Lines. 2. 1 Customer shall be entitled to certain rebates and reimbursement of certain costs associated with constructing, as well as oversizing the planned water transmission line that will provide water service to Customer's Property from an 18 inch to 24- inch line in accordance with District rules, regulations and policies in effect at the time of acceptance of the water line by the District. 2.2 Based upon the capacity of the 24-inch water line extension, additional water mains may be connected to the 24-inch line in order to provide water service outside of the Property. To be eligible for any rebates or oversizing reimbursement by District, Customer shall bid the 24-inch water line extension project for both an 18 inch and a 24-inch water line improvement prior to construction of the water line. 2.2. 1 Rebate Amounts. District will collect rebates for Customer on the 24-inch water line at a rate of 20% of the 18-inch line cost for each future connection. However, any rebates as provided in this paragraph shall otherwise be made in accordance with District rules, regulations and policies in effect at the time of such future connection to the 24-inch water line and the total amount of any rebates shall not exceed the total cost of the 18-inch water line. 2.2.2 24-Inch Water Line Reimbursement Amounts. Oversizing Reimbursement Fees will be collected by the District in an amount not greater than the total oversizing reimbursement amount. The oversizing reimbursement amount shall be the difference in bid price from the lowest responsible bidder for construction of the 18 inch and 24-inch water line. District will reimburse Customer for 100% of the oversizing reimbursement amount through collection of tap fees for the Property. District will pay Customer $ 1 ,000.00 for each tap sold within the Property up to the total oversizing reimbursement amount. District shall pay Customer the Oversizing Reimbursement Fees actually collected by the District on a calendar quarter basis. 2.3 Except as otherwise provided herein, additional reimbursement amounts, if any, shall be determined according to District rules, regulations and policy, and all other provisions of the District's rules, regulations and policies shall apply to the reimbursement for the 24-inch water line project. 2.4 Notwithstanding the provisions of Paragraph 15 of the Agreement set forth above, rebates, if any, will be made for a total period of 15 years from the date of acceptance of the water lines constructed for Customer's Barefoot Lakes Development project. Except as otherwise provided in this Paragraph, nothing herein shall change, modify or amend Paragraph 15 of the Agreement and nothing herein shall change, modify or amend District Rules and Regulations. 2 20150212.1 ADDENDUM A TO A&R AGMT FOR WTR EXT 3. Raw Water Contribution Requirement. The District currently has in its rules, regulations and policies a requirement for contribution of raw water to the District for the purchase of water taps from the District. The water dedications outlined in Paragraph 3. 1 below shall satisfy the Raw Water Contribution component of the District's requirements for the equivalent of one single-family residential unit (SFE) in the Project for every 0.35 acre feet of water. Upon delivery of the raw water by Customer to District, District will provide a letter certifying the number of SFE equivalents based upon the water dedicated for Customer's Barefoot Lakes Development project. If any additional raw water is delivered to District in the future, District will provide a similar letter at that time. It is anticipated that the rules, regulations and policies of the District will change during the term of the Agreement; and the Customer agrees to comply with the rules, regulations and policies in effect at the time of application for a water tap from the District. 3. 1 Windy Gap Water. 3. 1 . 1 The District and the City of Greeley, Colorado (hereinafter "Greeley") are parties to the "Intergovernmental Agreement for Lease of Twelve Windy Gap Units, With Option to Purchase, dated April 7, 2007, and amended on November 2, 2010 and October 11 , 2012 ("Windy Gap Agreement"). Pursuant to the Windy Gap Agreement, the District leases Twelve Windy Gap Units and owns an option to purchase the Twelve Windy Gap Units. The District anticipates closing on the purchase of the Twelve Windy Gap Units in the first quarter of 2015. The District shall use its best efforts to timely complete the transaction with the City of Greeley, 3. 1 .2 The Agreement, except for the provisions of Paragraph 5. 10 of this Addendum A, is conditioned upon the execution, approval and closing of the Windy Gap Agreement transaction between District and Greeley. In the event such transaction fails to take place due to direct or indirect action of Customer, the Agreement, except for the provisions of Paragraph 4. 10 of this Addendum, shall be null and void. In the event that after the Windy Gap Agreement becomes effective, the Windy Gap Agreement becomes in default by the District due to direct or indirect action of Customer, then this Agreement shall be terminated on the date the Windy Gap Agreement becomes terminated unless Customer, pursuant to District Rules and Regulations then in effect, provides alternate water supplies, such as those provided in Paragraph 3.2 and 3.3 of this Addendum, satisfactory to meet the Project demands. Customer shall indemnify and hold the District harmless from any and all costs and expenses incurred by the District under the terms of the Windy Gap Agreement, including but not limited to all payments due from the District to Greeley, all payments due from the District to the Municipal Subdistrict of the Northern Colorado Water Conservancy District, all payments due from the District to the Northern Colorado Water Conservancy District, all damages, losses, and claims of whatsoever nature or kind, arising out of or as a result of any act or failure to act, whether or not negligent, in connection with the Windy Gap Agreement by Customer, its employees, agents and contractors. Customer 3 20150212.1 ADDENDUM A TO A&R AGMT FOR WTR EXT agrees to defend and pay all costs in defending these claims, including attorney fees. 3. 1 .3 Pursuant to the Windy Gap Agreement, the District is required to pay certain sums for various costs and expenses, including, but not limited to, Total Annual Assessments, past, current and future Firming Project costs, and purchase price of the Twelve Windy Gap Units should the District exercise its option to purchase ("Acquisition and Firming Costs"). The specific presently-known costs and expenses are set forth in a spreadsheet maintained by the Municipal Subdistrict of the Northern Colorado Water Conservancy District setting forth the Projected Cash Flow and Project Cost Estimates relating to the firming of the Windy Gap project (the "Projected Costs"). A copy of the most recent spreadsheet of Projected Costs it attached hereto as Exhibit C. Customer shall timely pay District for all financial obligations of the District under the Windy Gap Agreement as contemplated by the Projected Costs, as may be amended from time to time, prior to the time that any payment by the District to any other person under the Windy Gap Agreement is due, unless otherwise requested by the District. Specifically, Customer shall pay to District the Total Annual Assessments no later than February 1st of each year, provided, however, that the 2015 Total Annual Assessments shall be paid by the District and reimbursed by Customer upon request by the District. Customer shall pay all additional costs and expenses, including past, current and future Firming Project costs and the purchase price of the Twelve Windy Gap Units within thirty days of receipt of notice from the District. Such notice shall include the amount or amounts due. Upon written request by Customer, District agrees to provide Customer with copies of receipts for payments made to Greeley or the Municipal Subdistrict of the Northern Colorado Water Conservancy District solely in relation to Windy Gap and/or Windy Gap Firming Project expenses related to Customer's Barefoot Lakes Development project. 3 . 1 .4 The Windy Gap Units obtained from Greeley are part of the Windy Gap Finning Project ("Firming Project") as described in the Windy Gap Agreement. The Parties agree that the Windy Gap Units shall be assumed to deliver 40 acre-feet of water (unfirmed) per Unit prior to completion of the Firming Project and shall be assumed to deliver 100 acre-feet (finned) of water per Unit subsequent to completion of the Firming Project. Until the Firming Project is complete and the District's storage component in the Firming Project is filled, the Windy Gap Units shall not exceed 480 acre-feet for firm annual yield at any time ( 12 WG Units x 40 acre-feet). The Windy Gap Units shall convert from unfirmed to firmed status on September 30th of each year based upon the percentage of the District's storage component of the Firming Project that is filled as of that date. In accordance with Section 3 , above, upon the closing of the purchase of the Twelve Windy Gap Units, the District shall be deemed to have certified 1 ,371 SFEs for the Barefoot 4 20150212.1 ADDENDUM A TO A&R AGMT FOR WTR EXT Lakes project and upon firming of the Windy Gap Units the District shall be deemed to have certified 3,428 SFEs. 3.2 Northern Colorado Water Conservancy District Units. Customer is the owner or contract purchaser of certain Units of the Colorado Big Thompson project as administered by the Northern Colorado Water Conservancy District (CBT Units). Customer may transfer CBT Units in satisfaction of its raw water dedication requirements for the Project. The Parties agree that the CBT Units shall be deemed to deliver 0.5 acre-feet of water per Unit. 3.3 Other Water Rights. Customer is the owner or contract purchaser of certain other water rights appurtenant to the Property. Such additional water rights shall be retained by the Customer; and the Customer may transfer such water rights to the District for use in satisfaction of the District's requirements for purchase of water taps, pursuant to District rules, regulations and policies then in effect, or for use in a raw water irrigation system serving the Project. 3.4 Water Tap Purchase. Customer shall be entitled to purchase water taps from District on an individual basis and shall not be required to purchase taps in any higher quantities. 3.5 Water Quantity. The actual water rights dedication requirement of the Project shall be based upon delivery and demand studies prepared, at the Customer's expense, by the District or by a third party mutually acceptable to the Customer and the District (the "Water Quantity Study"). Such study or studies shall be prepared at Customer's discretion, but the first study shall be no sooner than three years after the Customer has purchased at least 250 taps from District for the Barefoot Lakes project. Customer or the District may request an update to the Water Quantity Study, in their reasonable discretion. In the event that such studies determine that the Project will require more water than is set forth in Paragraph 3 of this Addendum, the Raw Water SFE shall be increased for taps issued after the date of such determination. In the event that the studies determine that the water rights set forth in Paragraph 3 of this Addendum are in excess of those required by the Project, Customer shall, to the extent practical and in relation to taps issued after the date of such determination, be entitled to a return of such excess water for transfer elsewhere within the District, a reduction in the Raw Water SFE requirement or to a credit against other District fees. 3.6 Reuse of Project Consumable Water. Reusable water, if any, within Customer's Barefoot Lakes Development project shall be dedicated first and foremost for the benefit and use in the Project. 5 20150212.1 ADDENDUM A TO A&R AGMT FOR WTR EXT 4. Project Financing. Customer is to provide the Raw Water Contribution in accordance with this Agreement and to fund all Acquisition and Firming Costs as provide herein. District acknowledges Customer's desire to explore a variety of options for funding suchs costs and Customer and District agree to work cooperatively in an effort to structure a mutually beneficial structure for financing the Acquisition and Firming Costs. Such efforts may include, but not be limited to: (i) District issuing bonds to finance such costs, secured by a tap purchase commitment from Customer; (ii) Customer and District pursuing financing of such costs through the Municipal Subdistrict or through a water authority established for the purpose of financing such costs; and (iii) the costs being funded by the Customer, directly or through financing mechanism not directly involving the District. Notwithstanding the District's commitment to explore these financing alternatives, it remains the obligation of the Customer to provide the Raw Water Contribution in accordance with this Agreement and District shall have no obligation to enter into any such financing arrangement unless the District determines that it is in its interest to do so. 5. Miscellaneous. 5. 1 Notice. Any notice, demand, consent, authorization or other communication (collectively, "Notice") which either party is required or may desire to give to or make upon the other party pursuant to this Agreement shall be effective and valid only if in writing, signed by the party giving such Notice, and delivered personally to the other party or sent by express-courier or delivery service or by registered or certified mail of the United States Postal Service, return receipt requested, postage or delivery charge prepaid, addressed to the other party as follows (or to such other address or person as either party to person entitled to Notice may be notice to the other specify): To District: Little Thompson Water District Attention: District Manager 835 East Highway 56 Berthoud, CO 80513 and Starr and Westbrook, P.C. 210 E. 29th Street Loveland, CO 80539 To Customer: Barefoot, LLC 6465 S. Greenwood Plaza Blvd, Suite 700 Centennial, CO 80111 and 6 20150212.1 ADDENDUM A TO A&R AGMT FOR WTR EXT Lyons Gaddis Kahn Hall Jeffers Dworak & Grant, P.C. 515 Kimbark Street, 2nd Floor P. O. Box 978 Longmont, CO 80502-0978 Unless otherwise specified, Notices shall be deemed given when received, but if delivery is not accepted, on the earlier of the date delivery is refused or the third day after the same is deposited with the United States Postal Service. 5.2 Assignment. The Agreement and any rights thereunder shall not be assigned, sold, hypothecated, pledged or otherwise transferred by Customer in whole or in part, without the prior consent of the District, which consent shall not be unreasonably withheld. No assignment shall be made to any person or entity that does not own the Property. 5.3 Binding on Successors. The Agreement shall run with the land included within the Project and shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. 5.4 Amendment. The Agreement may not be modified, discharged or changed in any respect whatsoever, except by a further agreement in writing duly executed by District and Customer. 5.5 Choice of Law; Venue. The Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. Venue for all actions regarding this Agreement shall be in Weld County, Colorado. 5.6 Entire Agreement. The Agreement supersedes all prior agreements, written or oral, and contains the entire agreement between the Parties. No statement, representation, or promise made by either party or the agent of either party that is not contained in the Agreement shall be valid or binding. 5.7 Time of Essence. Time is of the essence of the Agreement. 5.8 Other Documents. The Customer agrees to execute any additional documents required by the District and to take any additional action necessary to carry out this Agreement. 5 .9 Nonwaiver of Immunity. The Agreement shall not be construed to waive any of the privileges or immunities the District or its officers, employees, successors and assigns are lawfully entitled to present pursuant to law, including but not limited to the Colorado Governmental Immunity Act, §24-10-101 et seq., as amended, and any other privilege or immunity of the District. 5 . 10 Reimbursement to District. Customer shall reimburse District for all of its attorney fees, engineering fees, and all costs in the negotiation and completion of 7 20150212.1 ADDENDUM A TO A&R AGMT FOR WTR EXT this Amended and Restated Agreement. The reimbursement for said fees shall not exceed $5,000. 5 .11 Interpretation. The terns of this Addendum are made a part of the Agreement as if fully set forth therein. In the event of a conflict or ambiguity between this Addendum and the Agreement, the terms of this Addendum shall control. The policies, rules and regulations of the District in force from time to time shall supersede any provisions of the Agreement and Addendum. 5 .12 Lien. Customer acknowledges and agrees that all fees, rates, tolls, penalties, or charges due by Customer and its successors and assigns and all tap holders under the Agreement and all amounts due under the rules, regulations and policies of the District shall constitute a perpetual first and prior lien on and against the Property. Any such lien may be foreclosed in the same manner as provided by the laws of this state for the foreclosure of mechanics' liens. IN WITNESS WHEREOF, the parties hereto have set their signatures to this Addendum as of the date first set forth above. LITTLE THOMPSON WATER DISTRICT BAREFOOT, LLC. By: By: `1/ Name: ' azne: /C- Title: Title: Ratified by LTWD Board of Directors on: BROOKFIELD RESIDENTIAL (COLORADO), LLC.c By: me: /3 A/et/gm' &A & �1 c�tfttc — Title: /fte„ierr 8 20150212.1 ADDENDUM A TO A&R AGMT FOR WTR EXT this Amended and Restated Agreement. The reimbursement for said fees shall not exceed $5,000. 5 . 11 Interpretation. The terms of this Addendum are made a part of the Agreement as if fully set forth therein. In the event of a conflict or ambiguity between this Addendum and the Agreement, the terms of this Addendum shall control . The policies, rules and regulations of the District in force from time to time shall supersede any provisions of the Agreement and Addendum. 5 . 12 Lien. Customer acknowledges and agrees that all fees, rates, tolls, penalties, or charges due by Customer and its successors and assigns and all tap holders under the Agreement and all amounts due under the rules, regulations and policies of the District shall constitute a perpetual first and prior lien on and against the Property. Any such lien may be foreclosed in the same manner as provided by the laws of this state for the foreclosure of mechanics' liens. IN WITNESS WHEREOF, the parties hereto have set their signatures to this Addendum as of the date first set forth above. LITTLE THOMPSON WATER DISTRICT BAREFOOT, LLC. By: .-- 2 B By: Name: t tJ ( ftM •e c� manic/ Name: Title: %)reA e Title: Ratified by LTWD Board of Directors on: BROOKFIELD RESIDENTIAL CU 6 / �l— 2 0/ (COLORADO), LLC. By: Name: Title: 8 20150212.1 ADDENDUM A TO A&R AGMT FOR WTR EXT EXHIBIT A [LEGAL DESCRIPTION ATTACHED] 20150212.1 LTWD Agreement for Water Extensions 7 BAREFOOT LAKES IGA LEGAL DESCRIPTION A PARCEL OF LAND LOCATED IN SECTIONS 25, 35 AND 36, TOWNSHIP 3 NORTH , RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN , COUNTY OF WELD, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS : COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 25 AND CONSIDERING THE EAST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 25 TO BEAR SOUTH 00° 19' 19" EAST, A DISTANCE OF 2647.60 FEET WITH ALL BEARINGS CONTAINED HEREIN BEING RELATIVE THERETO; THENCE ALONG SAID EAST LINE OF THE NORTHEAST QUARTER, SOUTH 00° 19'19" EAST, A DISTANCE OF 92.60 FEET TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF STATE HIGHWAY 66 AS DESCRIBED IN BOOK 1491 , AT PAGE 511 OF THE RECORDS OF THE WELD COUNTY CLERK AND RECORDER'S OFFICE AND THE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID EAST LINE, SOUTH 00° 19'19" EAST, A DISTANCE OF 2555.00 FEET TO THE EAST QUARTER CORNER OF SAID SECTION 25, SAID POINT ALSO BEING THE NORTHEASTERLY CORNER OF THAT PARCEL OF LAND DESCRIBED AT RECEPTION NUMBER 1606745, IN SAID RECORDS; THENCE ALONG THE BOUNDARIES OF SAID PARCEL OF LAND THE FOLLOWING THREE (3) COURSES; 1 . SOUTH 88°45'03" WEST, ALONG THE NORTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 25, A DISTANCE OF 514.00 FEET; 2. SOUTH 00°25'49" EAST, A DISTANCE OF 450.00 FEET; 3. NORTH 88°45'03" EAST, A DISTANCE OF 514.00 FEET TO A POINT ON THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 25; THENCE ALONG SAID EAST LINE OF THE SOUTHEAST QUARTER, SOUTH 00°25'49" EAST, A DISTANCE OF 2203.83 FEET TO THE SOUTHEAST CORNER OF SAID SECTION 25; THENCE ALONG THE EAST LINE OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION 36, SOUTH 00° 14' 19" EAST, A DISTANCE OF 1325.57 FEET TO THE NORTHEAST SIXTEENTH CORNER OF SAID SECTION 36; THENCE ALONG THE SOUTH LINE OF THE NORTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION 36, SOUTH 88°29'41 " WEST, A DISTANCE OF 2632.27 FEET TO THE CENTER NORTH SIXTEENTH CORNER OF SAID SECTION 36; THENCE ALONG THE EAST LINE OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 36, SOUTH 00° 19'03" EAST, A DISTANCE OF 1326.34 FEET TO THE CENTER QUARTER CORNER OF SAID SECTION 36; THENCE ALONG THE SOUTH LINE OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 36, SOUTH 88°29'44" WEST, A DISTANCE OF 1323. 13 FEET TO THE CENTER WEST SIXTEENTH CORNER OF SAID SECTION 36; V:\54815-01 - Barefoot Lakes IGA Legal\Legals\IGA LEGAL.docx 1/13/2015 Page 1 of 7 THENCE ALONG THE EAST LINE OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 36, SOUTH 00° 17'20" EAST, A DISTANCE OF 1335. 11 FEET TO THE SOUTHWEST SIXTEENTH CORNER OF SAID SECTION 36; THENCE ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 36, SOUTH 88°21 '56" WEST, A DISTANCE OF 1323.94 FEET TO THE SOUTH SIXTEENTH CORNER OF SAID SECTION 35; THENCE ALONG THE NORTH LINE OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 35, SOUTH 89° 15'43" WEST, A DISTANCE OF 522.99 FEET TO THE NORTHEAST CORNER OF SUBDIVISION EXEMPTION NO. 741 AS RECORDED AT RECEPTION NUMBER 2669206, IN SAID RECORDS; THENCE ALONG THE NORTHERLY BOUNDARY OF SAID SUBDIVISION EXEMPTION NO. 741 THE FOLLOWING TWO (2) COURSES: 1 . SOUTH 72°40'05" WEST, A DISTANCE OF 825.83 FEET; 2. SOUTH 66°34'28" WEST, A DISTANCE OF 1420.78 FEET TO THE WEST LINE OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 35; THENCE ALONG THE WEST LINE OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 35, NORTH 00°42'02" WEST, A DISTANCE OF 21 .71 FEET TO THE NORTHERLY LINE OF THAT PARCEL OF LAND DESCRIBED IN RECEPTION NUMBER 2261418, IN SAID RECORDS; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL OF LAND, SOUTH 77°43'35" WEST, A DISTANCE OF 2395.38 FEET TO THE EASTERLY RIGHT-OF-WAY LINE OF INTERSTATE 25 AS DESCRIBED AT RECEPTION NUMBER 3019961 , IN SAID RECORDS; THENCE ALONG THE EASTERLY RIGHT-OF-WAY LINE OF SAID INTERSTATE 25 THE FOLLOWING SEVEN (7) COURSES: 1 . NORTH 00°01 ' 11 " WEST, A DISTANCE OF 119.70 FEET; 2. SOUTH 89°58'49" WEST, A DISTANCE OF 114.82 FEET; 3. NORTH 00°01 ' 11 " WEST, A DISTANCE OF 186.21 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 3,379.26 FEET; 4. NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 06° 12'52", AN ARC LENGTH OF 366.52 FEET; 5. TANGENT TO SAID CURVE, NORTH 06° 14'03" WEST, A DISTANCE OF 601 .98 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 3, 182.41 FEET; 6. NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 05° 11 '20", AN ARC LENGTH OF 288.21 FEET; 7. TANGENT TO SAID CURVE, NORTH 01 °04'25" WEST, A DISTANCE OF 463.45 FEET; THENCE SOUTH 88°45'13" EAST, A DISTANCE OF 82.35 FEET; THENCE NORTH 00° 11 '21 " WEST, A DISTANCE OF 379. 15 FEET; V:\54815-01 - Barefoot Lakes IGA Legal\Legals\IGA LEGAL.docx 1/13/2015 Page 2 of 7 THENCE NORTH 88°08'57" EAST, A DISTANCE OF 185.82 FEET; THENCE NORTH 00°57'37" WEST, A DISTANCE OF 172.01 FEET; THENCE NORTH 82°52'03" EAST, A DISTANCE OF 590.67 FEET; THENCE NORTH 04° 18' 10" WEST, A DISTANCE OF 264. 11 FEET; THENCE NORTH 89°31 '37" EAST, A DISTANCE OF 1708. 18 FEET TO A POINT ON THE WEST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE ALONG THE WEST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 35, NORTH 00°42'02" WEST, A DISTANCE OF 2357.64 FEET TO THE NORTH QUARTER CORNER OF SAID SECTION 35; THENCE ALONG THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 35, NORTH 89° 16'34" EAST, A DISTANCE OF 2655.85 FEET TO THE SOUTHWEST CORNER OF SAID SECTION 25; THENCE ALONG THE WEST LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 25, NORTH 00° 12'43" WEST, A DISTANCE OF 2654.50 FEET TO THE WEST QUARTER CORNER OF SAID SECTION 25; THENCE ALONG THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 25, NORTH 00° 13'07" WEST, A DISTANCE OF 518.80 FEET TO A POINT ON THE SOUTHERLY BOUNDARY OF LOT A, RECORDED EXEMPTION NO. 1207-25-2 RE-4103 AS RECORDED UNDER RECEPTION NO. 3303561 , IN SAID RECORDS; THENCE ALONG THE SOUTHERLY, EASTERLY AND NORTHERLY BOUDNARIES OF SAID LOT A THE FOLLOWING THREE (3) COURSES: 1 . NORTH 88°54'53" EAST, A DISTANCE OF 480.00 FEET; 2. NORTH 23°22'49" EAST, A DISTANCE OF 274.74 FEET; 3. SOUTH 88°54'53" WEST, A DISTANCE OF 590.00 FEET TO A POINT ON THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 25; THENCE ALONG THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 25, NORTH 00° 13'07" WEST, A DISTANCE OF 1795.74 FEET TO THE SOUTHERLY RIGHT-OF-WAY LINE OF STATE HIGHWAY 66 AS DESCRIBED IN BOOK 1491 AT PAGE 509, IN SAID RECORDS; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE THE FOLLOWING THREE (3) COURSES: 1 . NORTH 88°49'38" EAST, A DISTANCE OF 30.00 FEET; 2. NORTH 43°50'07" EAST, A DISTANCE OF 70.70 FEET; 3. NORTH 88°49'43" EAST, A DISTANCE OF 1245. 14 FEET TO THE NORTHWEST CORNER OF LOT A, RECORDED EXEMPTION NUMBER 1207-25-2-RE1450 AS RECORDED UNDER RECEPTION NO. 2305632, IN SAID RECORDS; THENCE ALONG THE BOUNDARIES OF SAID LOT A, THE FOLLOWING FIVE (5) COURSES: V:\54815-01 - Barefoot Lakes IGA Legal\To Others\2015-01 -13 - IGA LEGAL\IGA LEGAL(2015-01 -13).docx 1/13/2015 Page 3 of 7 1 . SOUTH 01 ° 10'17" EAST, A DISTANCE OF 411 .50 FEET; 2. NORTH 87°41 '05" EAST, A DISTANCE OF 196.62 FEET; 3. NORTH 35°26'31 " EAST, A DISTANCE OF 112.28 FEET; 4. NORTH 34°20'46" EAST, A DISTANCE OF 124.91 FEET; 5. NORTH 14° 19'58" EAST, A DISTANCE OF 223.93 FEET TO A POINT ON SAID SOUTHERLY RIGHT- OF-WAY LINE OF STATE HIGHWAY 66; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE, NORTH 88°49'43" EAST, A DISTANCE OF 905.29 FEET TO A POINT ON THE WEST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 25 AND TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF STATE HIGHWAY NO. 66 AS DESCRIBED IN DEED RECORDED IN BOOK 1491 AT PAGE 511 , IN SAID RECORDS; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE THE FOLLOWING THREE (3) COURSES: 1 . NORTH 88°49'28" EAST, A DISTANCE OF 2,390.90 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 11 ,420.00 FEET; 2. EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 00°50'40", AN ARC LENGTH OF 168.31 FEET; 3. SOUTH 43°43'11 " EAST, A DISTANCE OF 68.87 FEET TO A POINT ON THE WESTERLY PRESCRIPTIVE RIGHT-OF-WAY OF WELD COUNTY ROAD NO. 13; THENCE DEPARTING SAID WESTERLY PRESCRIPTIVE RIGHT-OF-WAY, NORTH 89°59'28" EAST, A DISTANCE OF 30.00 FEET TO THE POINT OF BEGINNING; CONTAINING AN AREA OF 1315.78 ACRES (57,315,320 SQUARE FEET), MORE OR LESS. V:\54815-01 - Barefoot Lakes IGA Legal\To Others\2015-01 -13 - IGA LEGAL\IGA LEGAL(2015-01 -13).docx 1/13/2015 Page 4 of 7 L ,,,....., STRAT 0 \ TO HX B T A POINT OF COMMENCEMENT NE CORNER SECTION 25 RECOVERED NO. 6 REBAR WITH NW CORNER SECTION 25 3-1/4" ALUMINUM CAP RECOVERED NO. 6 REBAR WITH 2-1/2" ALUMINUM CAP STAMPED "LS 12374" 66 STAMPED "PFS PLS 37445" BK 1491 PG 509 STATE HWY• BK 1491 PO 511 N. LINE, NW 1/4, SEC. 25 [ 8.49'43"E 2625.44' N. LINE, NE 1 /4, SEC. 25 [N85.49'28"E 2636_61' • , " • t " • 1 /I I 1 1J 'S N88'49'43"E H._ _ N88 49 43 E N88 49 28 E 2390.90' a=00 50 40 t� S0079 19 E " 0 905.29' R=11420.00 92.60 (TIE) N88 49 38 E 1245.14' N 1/4 CORNER SECTION 25 30.00' O Lrl' RECOVERED NO. 6 REBAR WITH L=168.31 h '07"E r -1:4_ N14'19 58 E I S43 43 11 E 68.87 223.93' I 3-1/4" ALUMINUM CAP POINT OF 70.70' O1 N34'20'46"E STAMPED "PLS 13155" �-. b BEGINNING ,n N89'59'28"E 30.00' N N LOT A, 124.91 To N N 1/2 NE 1/4 z 4 3 RECORDED EXEMP110N N35'26'31 "E o • _ ow in w SEC. 25 wco 0 N u) _ NO. 1207-25-2 ,n I w w to r RE-1450 112.28 co I CO a REC. NO2305632 S. LINE, N 1/2, NE 1/4, SEC. 25 CO N r rn N87'41 '05"E NE 1/4 a z o NW 1 4 196.62' N z N88'47'23"E 2634.69' o 0) z r rn SEC. 26 o z SEC. 25 N w tore, S 1/2 NE 1/4 in z O o z I RECORDED EXEMPTION N0. (n a - s88'54-'53"w z - SEC. 25 < o W LOT A, z 590.00' z J I 1207-25-1-RE1840 Ci0 RECORDED EXEMPTION N0. w CO 1207-25-2 RE-4103 _ A......_ I •l - REC. N0. 3303561 N 23'22'49"E E 1/4 CORNER SECTION 25 RECOVERED NO. 6 REBAR WITH N- • 274.74' I LOT A, PC rO3 ' RECORDED EXEMPTION NO. 2" ALUMINUM CAP • N 88 553E I 1207_25-1-RE1840 STAMPED "PLS 23500" U r 480.00' ,�, O to S. LINE, NW 1/4, SEC. _ _ _ _ _ _ - - -r- �Z> tt - - Z N88'45'03"E 2634.18' S. LINE, NE 1 /4, SEC. 25 t o N88°45'03"E 2632.77' O W 1/4 CORNER SECTION 25 4 I N p 7 588'45'03"W1 N..i RECOVERED NO. 6 REBAR WITH I C 1/4 CORNER SECTION 25 0 I 514.00 2-1/2" ALUMINUM CAP RECOVERED NO. 6 REBAR WITH O • STAMPED "LS 28273 1996" I G A 2-1/2" ALUMINUM CAP Izi to STAMPED "PLS 38345" U.R.E.A. PARCEL • o N REC. N0. 1606745 BOUNDARY `� co N - 57,315,320 SF I � S88'45'03"W W a �_ 1315. 779 AC co SE 1/4 514.00' N N > SEC. 25 .o SW 1/4 r w-0) rn EC l 26 N w SEC. 25 N I 0 c' z N Iw in 10 w N N O -' o z z o O O o J o O Z : Z Z In W U SE CORNER SECTION 25 SW CORNER SECTION 25 RECOVERED NO. 6 REBAR WITH RECOVERED NO. 6 REBAR S 1/4 CORNER SECTION 25 WITH 3-1/4" RECOVERED NO. 6 REBAR WITH 2" ALUMINUM CAP " 2-1/2" ALUMINUM CAP I STAMPED "PLS 23500 HASCALL 1995" ALUMINUM CAP "PLS 18482 ILLEGIBLE• '" cr(;- 35 4W. C .R. 28 S8830'51 "W 2634.08'N88°58'33"E 2643.03' - - - 4,--- - �� 4,--- _ _ S S. LINE SW 1 /4 SEC. 25 S. LINE SE 1 /4 SEC. 25 \re) 0 LOT A, i _ AMENDED LOT A, I N n z 0 N RECORDED AMENDED RECORDED w I N 1/2 NE 1/4 to I in EXEMPTION NO o u-' '`' �r EXEMPT/0N N0. �, o �, Z w SEC. 36 Z 1207-36-2 RE-488 v LOTS 1207-J6-2 RE-»40 N - w CD w w AMENDED RECORDED o t7 z NE 1/16 SECTION 36 W w z wo - - RECOVERED NO. 6 REBAR WITH z d. z -4:' EXEMPTION NO. toI w 2-1/2" ALUMINUM CAP "PLS r 1207-36-2-RE1140 I z 23500 1999 A.M. HASCALL" aO NE 1/4 I z S. LINE, N 1 /2, NE 1 /4, SEC. 36 w SEC. 35 iL 388429'41 "W 2632.27' N 1/16 CORNER SECTION 35 CN 1/16 SECTION 36 I I _ RECOVERD NO. 6 REBAR RECOVERED NO. 6 REBAR WITH WIN 3-1/4" ALUMINUM 2-1/2" ALUMINUM CAP PLS 0' 250 500 1000 2000 I M CAP "PLS 14815 1999" 23500 1999 A.M. HASCALL" I I SEE SHEET 6 OF 7 1 Inch = 1000 Feet NOTE: THIS DRAWING DOES NOT REPRESENT A FIELD MONUMENTED SURVEY AND IS ONLY INTENDED TO DEPICT THE ATTACHED LEGAL DESCRIPTION. PATH: V:\Saa15—O,\oWc\ 309 East Mineral Ave, BAREFOOT LAKES DWG NAME: BAREFOOT LAKES IGA LEGAL.DWG Suite I DWG: TP CHK: DSB Az E G Littleton. Colorado 80122 IGA BOUNDARY Phone: (303)713-1898 DATE: 201 5-01 -1 3 CONSULTANTS, INC. Fww.aztecconsultants.com WELD COUNTY, COLORADO SCALE: 1 " = 1000' ,JOS NUMBER 51815-01 5 Cr 7 SHEETS L ,.....2STRAT 0 \ TO HX B T A SEE SHEET 5 OF 7 I SE CORNER SEC110N 25 W SW CORNER SECTION 25 RECOVERED NO. 6 REBAR WITH RECOVERED NO. 6 REBAR S 1/4 CORNER SECTION 25 I WITH 3-1 4" RECOVERED NO. 6 REBAR WITH 2" ALUMINUM CAP „ / „ 2-1/2" ALUMINUM CAP I STAMPED "PLS 23500 HASCALL 1995" • ALUMINUM CAP PLS 18482 ILLEGIBLE 1 /4. SEC. 35 W. C .R . 28 S85630'51 "W 2634.08' N88'58'33"E 2643.03' _- _ _ _ _ - - �� - - S. LINE SE 1 /4 SEC. 25 \ to r- S. LINE SW 1 /4 SEC. 25 LOT A, c3 6 AMENDED LOT A, IN M z N RECORDED AMENDED RECORDED w \ N 1/2 NE 1/4 NI N EXEMPTION N0. I d" EXEMPTION N0. bin I z w SEC. 36 z `- 1207-36-2 RE-488 \ 1207-36-2 RE-1140 2 ca Li r w Lu ci LOT 5 ; N Z w j NE 1/16 SECTION 36 w a>z w AMENDED RECORDED IGA o 1 D \ RECOVERED NO. 6 REBAR WITH w z w EXEMPT/0N NO. I w 2-1/2" ALUMINUM CAP 'PLS r I _z \ 1207-36-2-RE1140 z o NE 1/4 I Jr w BOUNDARY I 23500 1999 A.M.HASCALL z S. LINE, N 1/2, NE 1/4, SEC. 36 SEC. 35 w 57,315, 320 SF 688.29'41"w 2632.27' N 1/16 CORNER SECTION 35 CN 1/16 SECTION 36 RECOVERD NO. 6 REBAR 1315. 779 AC RECOVERED NO. 6 REBAR WITH \i° WITH 3-1/4" ALUMINUM d- `r° 2-1/2" ALUMINUM CAP "PLS Idr CAP "PLS 14815 1999" \ v W 23500 1999 A.M. HASCALL" 1r w w t7 d- SE1/4 `� u) o to S1/2 NE 1/4 z v> cn NW 1/4 z ' r N SEC. 36 I . r r� I z SEC. 36 J $ ``' I • w z 0 I � wZ W Z S LINE, SW 1 /4, S LINE, SE 1 /4, i - NW 1 /4, SEC 36 NW 1/4, SEC 36 _ - S. LINE, S 1/2, NE 1/4, SEC. 36_ - N88'28'33"E 1323.23' 588'29'4-4'1W 1323.13 E 1/4 SECTION 36 W C7 CORNER SECTION 36 RECOVERED NO. 6 I1.-1-1 E 1/4 CORNER SEC11ON 35 CW 1/16 CORNER SECTION 36 RECOVERD NO. 6 REBAR I = I IGA RECOVERD NO. 6 REBAR RECOVERD NO. (n I 3-1/4" ALUMINUM CAP I I WITH 3-1/2" ALUMINUM CAP WITH 3-1/4" ALUMINUM I CAP "PLS 14815 1999" " " C D w BOUNDARY I "PLS 38065" H „ CAP "PEPEK LS 33642 2002 STAMPED PLS 29420 NW 1/4 KING SURVEYORS INC" • 57,315,320 SF Ig SW 1/4 r- M NE 1/4 1315.779 AC I SEC. 36 N - SW 1/4 I • I SE 1/4 S89'15'43"WI S. LINE, NW 1 /4, SEC. 36 I SE 1/4 r SEC. 35 522.99' SW 1/4, SEC. 36 SEC. 36 . - 88 „w "21'56"W 1323.94' SW 1/16 CORNER SECTION 36 I •AQ'Q5� S 1/16 CORNER SEC11ON 35 RECOVERD NO. 6 REBAR WITH I 2 I 51 5 $3 r I RECOVERD NO. 6 REBAR 3-1/4" ALUMINUM CAP I I 82 M I\ WITH 3-1/4" ALUMINUM CAP "PLS 14815 1999" r c3 "PLS 14815 1999" PARCEL A w w 5050. EX. 741 `� `n SW 1/4 SE 1/4 I 2669206 nIJ SW 1/4 SW 1/4 I o I Ls] SEC. 36 SEC. 36 — — — — Z _ N89'14'04"E 1307.61' _ _ — — _ _ - - — — _t S LINE, SE 1/4, SE CORNER SECTION 35 SE 1 /4, SEC. 35 RECOVERED NO. 6 REBAR E 1/16 CORNER SECTION 35 WITH 3-1/4" ALUMINUM CAP RECOVERED NO. 6 REBAR "PLS 18482 1997 COLD DEPT 4 WITH 3-1/4" ALUMINUM CAP OF TRANSPORTATION" "LS 7242 1997 MCRAE & SHORT INC" 0' 250 500 1000 2000 1 Inch = 1000 Feet NOTE: THIS DRAWING DOES NOT REPRESENT A FIELD MONUMENTED SURVEY AND IS ONLY INTENDED TO DEPICT THE ATTACHED LEGAL DESCRIPTION. I PATH: V:\54815-O,\Dt \ 309 East Mineral Ave, BAREFOOT LAKES DWG NAME: BAREFOOT LAKES IGA LEGAL.DWG Suite I DWG: TP CHK: DSB Az Ec Littleton, Colorado 801 22 IGA BOUNDARY Phone: (303)713-1898 Colorado 1898 DATE: 2015-01 -13 CONSULTANTS, INC. Fa::s.aztecconsultants.com WELD COUNTY, COLORADO SCALE: 1 " = 1000' ,Joe NUMBER 51815-01 6 OF 7 SHEETS L ,.....2STRAT 0 \ TO HX B T A SEE SHEET 5 OF 7 N 1/4 CORNER SECTION 35 SW CORNER SECTION 25 RECOVERED NO. 6 REBAR RECOVERED NO. 6 REBAR WITH 2-1/2" ALUMINUM CAP WITH 3-1/4" SI I "PLS 36073" IN A RANGE BOX ALUMINUM CAP "PLS 18482"_ il N. LINE, NE 1 /4, SEC. 35 0 - - _ _ N89'16'34"E 2655.85' • _ _ LO I— lP, LOT A, i W • AMENDED I O) RECORDED (=l) I EXEMPT/ON NO I W 1207-,T6-2 RE-488 W c5 LOT Z Ls.' AMENDED RECORDED EXEMP770N NO I \M I _Z 1207-36-2-RE1140 I '- UN NE 1/4 I - u z (n3 SEC. 35 WZ Z IN nt N 1/16 CORNER SECTION 35 T IN \ RECOVERD NO. 6 REBAR I :zi- I WITH 3-1/4" ALUMINUM z o I d � CAP " I " ; PLS 14815 1999" W 1/4 CORNER SECTION 35 z RECOVERED NO. 6 REBAR C 1/4 CORNER SECTION 35 v WITH 3-1/4" ALUMINUM CAP NO MONUMENT RECOVERED �,) cn "PLS 29420 2009 COLORADO I DEPT OF TRANSPORTATION" N89°31'37"E 1708.18' I z lz ILI\ $82'52'03"E ' z S LINE, SW 1 /4, $041 8'1 W, 264.11 NW ;/'L, SEC 36 590.67 _ N89°16'22"E 2649.87' .- - -- N. LINE> SW 1/4, SEC. 35 >- N85°28'33"E 1323.23' N O0'57'37"W 172.01 ' I I I G A E 1/4 CORNER SECTION 35 RECOVERD NO. 6 REBAR $88'08'57"E, 185.82' I I I "PLSI 38065" ALUMINUM CAP NO0'11 '21 "Irv; 379.15' BOUNDARY NW 1/4 S88'45'1 3"E 82.35' M SE 1/16 CORNER SECTION 35 57, 315, 320 SF SW 1/4 NO1 '04'25"W N RECOVERED NO. 6 REBAR I 1315°779 ACI SEC. 36 in I 463.45' N w I WITH 3-1/4" ALUMINUM CAP n I COCO ( I "LS 7242 1997 MCRAE \ I SE 1/4 S89'15'43"WI S. LINE, NW 1 /4, rn w w 44t.„ /r 05'11 '20" SW 1/4 & SHORT INC" i� SEC, 35 522.99' SW 1 /4, SEC. 36 to z V - R-3182.41 ' SEC. 35 0 - - - - - - - \588.21'56"W ' 1323.94 o N L=288.21 NI V1 •A0°o '\1•1� R S 1/16 CORNER SECTION 35 z " I B 12 I o �i I S $'J ,n RECOVERD NO. 6 REBAR t�06 12 52 O z 20' 25' I; I " NO6'14'03"W R=3379.26' z I »Ρ� 1� I S M �o WTH 3-1/4 ALUMINUM CAP ,'Z8 ci "PLS 14815 1999" 601.98' L=366.52' w 6•�� PARCEL A Ls, ICJ 56 SUBD. EX. 741 SW 1/4 Rj N00'01 '11 "W t° I I = 186.21 ' 38' I PARCEL C 2669206 I J SW 1/4 I„ i ,35"w 2395 I suao. Ex. 741 I 0 I w SEC. 36 S89'58'49"W I `k S��'43 NOO'42'02"W REC. NO. I z w In REC. N0. 2261418 , 2669206 114.82' • I " 21 .71 n ° ' " N00 01 11 W 119.70' $_89'11 54 E 1306.87'_ $8914 04 E 1307.61 _ _ _ _ - S. LINE, SW 1 /4, SEC. 35 S89°12'54"W 2638.37' S. LINE, SW 1 /4, S. LINE, SE 1 /4, SE CORNER SECTION 35 SW CORNER SECTION 35 SE 1 /4, SEC. 35 SE 1/4, SEC. 35 RECOVERED NO. 6 REBAR RECOVERED NO. 6 REBAR S 1/4 CORNER SECTION 35 WITH 3-1/4° ALUMINUM CAP WITH 3-1/4" ALUMINUM CAP RECOVERED Na6 REBAR E 1/16 CORNER SECTION 35 / "PLS 18482 1997 COLO DEPT "PLS 29420 2009 COLORADO WITH 3-1/4" ALUMINUM CAP RECOVERED Na 6 REBAR OF TRANSPORTATION" DEPT OF TRANSPORTATION" "PLS 10740 1996 COLO DEPT WITH 3-1/4" ALUMINUM CAP 0.5' ABOVE GRADE OF TRANSPORTATION "LS 7242 1997 MCRAE & SHORT INC" 0' 250 500 1000 2000 mmelmmimm 1 Inch = 1000 Feet NOTE: THIS DRAWING DOES NOT REPRESENT A FIELD MONUMENTED SURVEY AND IS ONLY INTENDED TO DEPICT THE ATTACHED LEGAL DESCRIPTION. PATH: V:\54815-O,\DI \ 300 East Mineral Ave, BAREFOOT LAKES DWG NAME: BAREFOOT LAKES IGA LEGAL DWG A_ zT Suite I DWG: Tp CHK: DSB ELittleton. Colorado 801 22 I G A BOUNDARY Phone: (303)713-1898 DATE: 2015-01 -13 CONSULTANTS, INC. Fww.azteeconsultants.com WELD COUNTY, COLORADO SCALE: in = 1000' JOB NUMBER 51815-01 7 OF 7 SHEETS EXHIBIT B [COMMITMENT LETTER ATTACHED] 20150212.1 LTWD Agreement for Water Extensions 8 LITTLE THOM.PSON WATER DISTRICT DIRECTORS: 'telephone (970) 532-2096 Robert Boggio, President October 15, 2004 Dean Ander son. Keithders Croonquist. 835 b Highway 56 Richard Macomber P.O Drawer Ci Dave Lorenz. Berthoud, CO 80513 Carey ! Salomonson tiva:v.le:vd,or{; Alex Sauer IvIANAGIR: Richard R.H. Whiffet Tyler Packard Carma Highland Place Il 9110 E Nichols Ave., Suite 180 Englewood, CO 80112 Dear Tyler: This letter is in response to your request for a water service commitment for up to 4500 residential lots, and 90 acres of commercial / non residential land use in the location described as follows: PORTIONS OF SECe25, 35, AND 36 T3N, R6SW WELD COUNTY, CO Proposed St. Vrain Lakes The District provides water service within its service area as defined by the District. The provision of water service by extension of existing water lines of the District to the above property and the installation of taps for lots is done under the terms of the Rules and Regulations of the District established by the Board of the District from time to time. You may obtain a copy of the Rules and Regulations from the District. This letter outlines the provisions of the Rules and Regulations, however this letter does not change any provisions of the Rules and Regulations. The Board of the District may alter and amend the Rules and Regulations at any time, and the provisions of this letter are subject to alteration and amendment based on changes in the Rules and Regulations of the District. We currently have a 24" diameter water line located along Hwy 66 @ WCR 9 %2 and 42" and 24" diameter water lines @ WCR 38 & Ia25 with additional capacity available Therefore, we can commit to prt provide service to the above property, subject to the limitations in this letter, for one standard residential X 3/4" water tap per lot; and the following additional limitations on the provision of water service are: 1 . All improvements to District facilities required to provide service will be the financial responsibility of the developer in accordance with the District Rules and Regulations. All improvements must conform to District Specifications. 2. Little Thompson Water District requires you to transfer 1 .4 shares of Colorado Big Thompson water or other waters acceptable to Little Thompson Water District for each lot in the commitment for use in the domestic water system. You then need to pay for the rest of the tap fee as the water lines are put in service and you have the taps to sell with the lots at the price that you set. 3 . The evaluation, approval and installation of a raw / reuse water system for outside use throughout the subdivision will reduce the amount of water dedication required for use in the domestic system. The credit given for the raw water irrigation system will be based on your raw water system design and expected water usage estimates. The District will evaluate the domestic and raw water usage numbers and determine the credit given for raw water use against the domestic requirement, 4. For each fire hydrant in the subdivision there is a S2,000 fire hydrant fee that needs to be paid prior to installation of the fire hydrant. You will be responsible for any improvements or upgrades needed to meet the required fire flows in your subdivision. 5 . Off site domestic water line requirements with a raw water system for irrigation of the subdivision. The first 1200 taps can be served through the existing 24" water line along WCR 9 1/4 In order to provide the required flows to the subdivision you will be required to install the following improvements to connect to the existing Little Thompson Water District water lines. A. Vault and connection to the 8" tee on the existing 18" water line at WCR 28 & WCR 9 '/2 . B. 12" line along WCR 13 connecting the 8" line along Hwy 66 and the water line at the WCR 13 entrance to Pelican Shores to a 12" line in your subdivision. You will need to loop to the back end of the Pelican shores subdivision if/when built. C. You will need to extend a 16" water line from WCR 9 %2 & Hwy 66 through your subdivision. You will need this size for any future non- residential fire flow. D. These improvements may not be adequate to provide non-residential fire flow at build-out. You will need other improvements to meet the non-residential fire flows. E. These connections will need to be connected and looped through the subdivision. Service for the remaining taps, with a reuse water system, and non-residential fire flow at build-out will require the following improvements in addition to the items A wE above. F. Installation of a 24" diameter water line connected to our existing 24" water line at WCR 38 & 1-25. This line and connection can be along the East or West side of 1-25. The route of the line needs to be determined and will need to connect to water lines in your subdivision along Hwy 66 and WCR 28 to feed the looped system. This water line would be subject to a rebate that would be a part of our development agreement. You will be responsible for the equivalent cost of an 18" diameter line and the difference from the 18" diameter line to the required 24" line would be subject to the rebate agreement G. The 24" diameter water line will require a pressure reduction vault along the line at a location to be determined. 6. You will be required to provide the needed water lines in the proposed subdivision. Water lines in the subdivision will need to be 6" minimum diameter with 8" and 12" diameter water lines in a grid system to support the required fire flows. Non residential development will require higher fire flow availability and will need to be served by a 16" diameter water line backed up with a 12" diameter water line grid. 7. The design, installation and total cost of the project will be the responsibility of the developer. It is possible that some of the off-site water lines may be required, built or are being designed by other developers in the same area. If they are in place when you need them then you may be able to utilize them to serve your development, subject to Little Thompson Water District rules and regulations and rebate agreements. If the 24" diameter water line from WCR 38 to WCR 28 has been built, or other improvements have been made to provide the capacity, prior to your need for it you will be required to pay for any rebate of the oversize cost. In addition to the oversize cost you will also be required to pay for the design and installation of a 5 million gallon concrete water tank. The tank would be located North of WCR 38 @ I-25 on the property that Little Thompson Water District currently owns. This commitment letter will expire two years from the date of this letter if the taps have not been purchased, paid for and installed by that date of expiration. The current fee for the domestic 5/8" X 3/4" tap is $25,700. YOU ARE HEREBY ADVISED THAT THE RULES, REGULATIONS AND TARIFFS OF THE DISTRICT ARE SUBJECT TO CHANGE WITHOUT NOTICE; AND THIS LETTER IS ISSUED WITH THE SPECIFIC LIMITATION THAT THE DISTRICT MAY CHANGE THE RULES, REGULATIONS AND TARIFFS APPLICABLE TO THE ABOVE PROPERTY AT ANY TIME WITHOUT NOTICE TO YOU OR ANY PERSON. If you have questions, please contact me. Regards, 7 J Michael T. Cook District Engineer EXHIBIT C PROJECTED COSTS [Attached] 9 20150212.1 ADDENDUM A TO A&R AGMT FOR WTR EXT PRELIMINARY Windy Gap Firming Project Projected Cash Flow - Preliminary Estimate with Mitigation and Enhancement May 30, 2014 Estimate of Total Project Cost: Construction/Construction Management $ 237,500,000 Design $ 14,000,000 Subdistrict (Legal, Admin, Land and Permitting) $ 20,000.000 $ 3,661,777 = Unallocated portion Mitigation and Enhancement $ 16,000,000 Total Project Cost: $ 287,500,000 Total Estimated Requested Participant Total Units Storage Contributions Total Future Project Participant Owned Volume (af) Through 2012 2014 2015 2016 2017 2018 2019 Contributions Contributions NEPA/Mitigation Design Mitigation 2015 Total Design Mitigation 2016 Total Construction/CM $ 2,000,000 $ 10,000,000 $ 4,464,983 $ 14,464,983 $ 4,915,444 $ 6,634,232 $ 11,549,676 $ 243,523,227.02 Broomfield 56 25,200 $ 3,898,108 $ 584,822 $ 2,924,112 $ 1 ,305,611 $ 4,229,724 $ 1,437,331 $ 1,939,924 $ 3,377,255 $ 71 ,208,927 $ - $ - $ 78,815,905 $ 83,298,836 CWCWD 1 330 $ 55,625 $ 7,658 $ 38,292 $ 17,097 $ 55,389 $ 18,822 $ 25,404 $ 44,226 $ 932,498 $ - $ - $ 1,032,113 $ 1,095,397 Erie 14 6,000 $ 909,811 $ 139,243 $ 696,217 $ 310,860 $ 1 ,007,077 $ 342,222 $ 461 ,887 $ 804,108 $ 16,954,506 $ - $ - $ 18,765,692 $ 19,814,747 Evans 0 1 ,750 $ 200,584 $ 40,613 $ 203,063 $ 90,667 $ 293,731 $ 99,815 $ 134,717 $ 234,532 $ 4,945,064 $ - $ - $ 5,473,327 $ 5,714,523 Fort Lupton 3 1 ,050 $ 72,544 $ 24,368 $ 121,838 $ 54,400 $ 176,238 $ 59,889 $ 80,830 $ 140,719 $ 2,967,039 $ - $ - $ 3,283,996 $ 3,380,907 Greeley 64 7,000 $ 1 ,926,063 $ 162,451 $ 812,253 $ 362,670 $ 1 ,174,923 $ 399,259 $ 538,868 $ 938,126 $ 19,780,257 $ - $ - $ 21,893,307 $ 23,981,820 Lafayette 1 1 ,800 $ 312,143 $ 41,773 $ 208,865 $ 93,258 $ 302,123 $ 102,667 $ 138,566 $ 241 ,232 $ 5,086,352 $ - $ - $ 5,629,708 $ 5,983,624 Little Thompson WD 0 4,850 $ 335,083 $ 112,555 $ 562,776 $ 251 ,278 $ 814,054 $ 276,629 $ 373,358 $ 649,988 $ 13,704,893 $ - $ - $ 15,168,934 $ 15,616,572 Longmont 80 12,000 $ 2,526,928 $ 278,487 $ 1,392,434 $ 621 ,720 $ 2,014,154 $ 684,443 $ 923,773 $ 1 ,608,217 $ 33,909,013 $ - $ - $ 37,531,384 $ 40,336,798 Louisville 6 2,700 $ 469,182 $ 62,660 $ 313,298 $ 139,887 $ 453,185 $ 154,000 $ 207,849 $ 361 ,849 $ 7,629,528 $ - $ - $ 8,444,561 $ 8,976,402 Loveland 40 7,000 $ 1 ,716,871 $ 162,451 $ 812,253 $ 362,670 $ 1 ,174,923 $ 399,259 $ 538,868 $ 938,126 $ 19,780,257 $ - $ - $ 21,893,307 $ 23,772,628 Middle Park WCD 0 - $ 30,000 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 30,000 PRPA 160 12,000 $ 2,445,330 $ 278,487 $ 1,392,434 $ 621 ,720 $ 2,014,154 $ 684,443 $ 923,773 $ 1 ,608,217 $ 33,909,013 $ - $ - $ 37,531 ,384 $ 40,255,200 Superior 15 4,500 $ 1 ,063,843 $ 104,433 $ 522,163 $ 233,145 $ 755,308 $ 256,666 $ 346,415 $ 603,081 $ 12,715,880 $ - $ - $ 14,074,269 $ 15,242,544 TOTAL 440 86,180 $ 15,962,114 $ 2,000,000 $ 10,000,000 $ 4,464,983 $ 14,464,983 $ 4,915,444 $ 6,634,232 $ 11,549,676 $ 243,523,227 $ - $ - $ 269,537,886 $ 287,500,000 $ 269,537,886 Notes: Unit Cost: $ 3,336 1. Cost allocation based on percent of total requested storage volume 2. Project Costs based on AECOM's December 2011 Cost Estimate for 90,000 AF Earthfill/Rockfill Dam adjusted to 87,000 AF dam with Mitigation, Enhancement and Subdistrict costs added. 3. These estimates do not include an allowance for cost escalation between 2011 and the beginning of construction. 4. Mitigation Costs include Enhancements and are based on April 2013 estimates, which include all requirements from EIS, FW MP, FW EP, 1041 Permit, IGA, and Rancher Settlement. 5. Unallocated portion of Subdistrict costs (approx. $3.6M) for legal, admin, permitting are allocated 25% to Design and 75% to Construction 6. Projections assume issuance of all permits and approvals in early 2015. May2014_cash flow/Projected Cash Flow 2/11/2015 Hello