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04-24-2012 Traer Creek Water Storage Tank Agreement and Second Amendment to Water Service agreementTRAER CREEK WATER STORAGE TANK AGREEMENT AND SECOND AMENDMENT TO WATER SERVICE AGREEMENT THIS TRAER CREEK WATER STORAGE TANK AGREEMENT AND SECOND AMENDMENT TO WATER SERVICE AGREEMENT ( "Tank Agreement ") is made and entered into as of this day of , 201_ ( "Effective Date "), by and among the following entities (collectively, the "Parties "): the UPPER EAGLE REGIONAL WATER AUTHORITY, a political subdivision of the State of Colorado (the "Authority "); the TOWN OF AVON, a home rule municipal corporation of the State of Colorado ( "Avon "); the TRAER CREEK METROPOLITAN DISTRICT, a quasi - municipal corporation and political subdivision of the State of Colorado ( "TCMD "); TRAER CREEK LLC, a Colorado limited liability company ( "TCLLC "); TRAER CREEK -RP LLC, a Colorado limited liability company ( "TCRP "); and only for those limited purposes expressly set forth below, BNP PARIBAS, a financial institution organized under the laws of the Republic of France ( "BNP ") and The Village Metropolitan District, a quasi - municipal corporation and political subdivision of the State of Colorado ( "VMD ") (together, BNP and VMD may be referred to as a "Limited Party" or the "Limited Parties "). RECITALS This Tank Agreement is made with respect to the following facts: WHEREAS, Avon, TCMD, Master Developer (defined below) and other entities were parties to that certain litigation (consolidated civil action Case No. 2008CV385, Eagle County District Court), and have entered into that certain Settlement Term Sheet dated October 7, 2011 (the "Term Sheet "), to resolve various disputes at issue in the litigation; and WHEREAS, Section 3 of the Term Sheet includes provisions regarding financing and constructing the Tank Project (defined below) within The Village (at Avon) real estate development (the "Property "), the legal description of which is attached hereto as Exhibit A; and WHEREAS, except for certain smaller parcels owned by third parties (as such interests appear of record as of the Effective Date), fee ownership of the bulk of the Property is held by TCRP, EMD Limited Liability Company ( "EMD "), Traer Creek Plaza LLC, Traer Creek -HD LLC and Traer Creek -WM LLC (collectively, together with any other entity with respect to {00268750.DOC / 91 which TCLLC is the managing member and which acquires title to any portion of the Property after the Effective Date, the "Developer Affiliates "); and WHEREAS, for ease of administration and in recognition of the fact that ownership of the Property has and will continue to become diverse as further development occurs, the Developer Affiliates have designated TCLLC to act on its and their behalf for all purposes in connection with this Tank Agreement, including but not limited to negotiation and execution of this Tank Agreement and any future amendments hereto (in such capacity, TCLLC being "Master Developer "); and WHEREAS, TCRP is the fee owner of the bulk of the undeveloped portion of the Property, including that portion of the Property legally described as Tract J, THE VILLAGE (at AVON) FILING 4 according to the plat recorded December , 2012, at Reception No. , COUNTY OF EAGLE, STATE OF COLORADO (the "Tank Site ") upon which the Tank Project is to be constructed and operated; and WHEREAS, due to certain regulatory changes and changed circumstances, the plans and specifications completed to date by the Developer Affiliates and TCMD (the "2005 Plans ") require certain updates and modifications in order to be ready for bidding and construction; and WHEREAS, TCMD has agreed to contribute toward the costs of updating the 2005 Plans to be completed in accordance with the terms and conditions of this Tank Agreement (as updated, the "Biel -Ready Plans "); and WHEREAS, the Bid -Ready Plans will incorporate all design, engineering and construction drawing criteria required to bid and construct the following improvements as depicted, described and /or specified in the Bid -Ready Plans (collectively, the "Tank Project'): ® a 2.0 million gallon treated water storage tank, together with related site grading, retaining walls and similar site improvements (collectively, the "Storage Tank "); and ® a year -round all- weather road between the Storage Tank site and the nearest dedicated public road which shall provide year -round all - weather access to the Storage Tank site, portions of which are intended to provide general public access after it is dedicated to Avon and portions of which are intended to be restricted from general public use (the "Access Road "); and 9 those water lines, electric lines and other utilities required to be installed and connected to provide service to the Tank Site and to connect the Storage Tank to existing water lines, electrical lines and related utilities. WHEREAS, the Authority has agreed to undertake and perform the following services in accordance with the terms and conditions of this Tank Agreement: ® coordinating preparation of the Bid -Ready Plans; and {00268750.DOC / 9} 2 ® securing all required permitting for construction of the Tank Project in accordance with the Bid -Ready Plans; and ® contracting for construction of the Tank Project in accordance with the Bid -Ready Plans; and • financing the construction of the Tank Project in the name of and under the Authority's credit through the sale of its Tank Project Bonds (as defined in Section 9.b below); and • providing construction management services for the Tank Project; and • making the Storage Tank an operational facility; and • all ongoing operations and maintenance of the Storage Tank and that portion of the Access Road which is within or provides the Authority with private access to the Tank Site and which is not intended to be or has not been dedicated to and accepted by Avon. WHEREAS, certain of the Parties, or their predecessors in interest, and the Eagle -Vail Metropolitan District ( "EVMD ") entered into a Water Service Agreement, dated May 15, 1997, as amended by First Amendment to Water Service and Tap Fee Allocation Agreement dated June 22, 1999 (collectively, as so amended, the "Service Agreement "), in which Section 5, titled Construction of Water Service Facilities, provided for construction of a water storage tank by TCMD or a predecessor of Master Developer; and WHEREAS, the Parties intend this Tank Agreement to amend Section 2 of the Service Agreement as it provides for the Lease of Water Rights and Section 5 of the Service Agreement as it provides for constriction of the Storage Tank; and WHEREAS, as now provided in the Service Agreement, Avon is the successor in interest to the rights, obligations, agreements and benefits of EVMD and, therefore, in accordance with Section 13(c) of the Service Agreement Avon is fully authorized to approve and execute the amendments to the Service Agreement effected by this Tank Agreement such that the approval or consent of EVMD is not required; and WHEREAS, TCMD has agreed to pledge and assign certain of its revenues to support the TCMD Bond Resissue and the Pledge Agreement (as such terms are defined in Section 9.a below); and WHEREAS, VMD has agreed to pledge and assign certain of its revenues to support the TCMD Bond Reissue and the Pledge Agreement (as such terms are defined in Section 9.a below), and is executing this Tank Agreement for the sole and limited purpose of setting forth its obligations, which are limited to those expressly set forth in Section 9.a of this Tank Agreement, and its rights and remedies, which are limited to those expressly set forth in Sections 8, 9, 1O.b and 14 of this Tank Agreement; and {00268750.DOC / 91 3 WHEREAS, as between the Authority, Avon, TCMD and VMD, this Tank Agreement constitutes an intergovernmental agreement pursuant to C.R.S. §§ 29 -1 -204 and 29 -20 -105 and Article XIV, Section 18(2) of the Colorado Constitution and each such governmental or quasi - governmental entity is specifically entitled to seek and be awarded the remedy of specific performance (if allowed by law against any local government that is a Party) of each such governmental or quasi- governmental entity's obligations arising under this Tank Agreement; and WHEREAS, the Developer Affiliates have undertaken and will undertake certain obligations and certain investments in reliance on the Authority's commitment to provide water service to and issue taps for development of the Property; and WHEREAS, BNP as a Limited Party has executed this Tank Agreement to affirm BNP's approval of and consent to TCMD and VMD undertaking and performing their respective obligations as described in Section 9.a of this Tank Agreement regarding the TCMD Bond Reissue and as set forth in the Pledge Agreement and its consent to the Pledge Agreement in the form attached as Exhibit E hereto; and WHEREAS, the Developer Affiliates (the "Intended Beneficiaries ") are intended to be express third -party beneficiaries of the Authority's and Avon's obligations under this Tank Agreement with rights of direct enforcement of such obligations as more particularly set forth in Section 14 of this Tank Agreement; and WHEREAS, implementation of the settlement contemplated in the Term Sheet will require the satisfaction of various mutually dependant conditions, including but not limited to closing of the TCMD Bond Reissue, such that all documents and instruments required to be formally delivered and /or recorded to implement the Term Sheet (except for this Tank Agreement) will be deposited, pursuant to a master escrow agreement ( "Escrow Agreement "), into escrow (the "Escrow ") with Stewart Title as Escrow Agent prior to closing of the TCMD Bond Reissue; and WHEREAS, the Escrow Agreement shall generally provide for the deposit of all documents and instruments required to implement the settlement subject to instructions for formal delivery and /or recording on the date when closing of the TCMD Bond Reissue occurs (such date being the "Implementation Date "), or return of all such documents and instruments without formal delivery or recording, such documents and instruments to be void ab initio and of no legal effect if the TCMD Bond Reissue has not occurred by a date certain to be specified in the Escrow Agreement (the "Outside Date "); and WHEREAS, certain of the Parties' obligations are to be performed prior to the Implementation Date and other of the Parties' obligations are to be performed after the Implementation Date such that certain provisions of this Tank Agreement are intended to be legally effective and binding on the Parties as of the Effective Date while other provisions of this Tank Agreement are intended to be legally effective and binding on the Parties only upon the occurrence of the Implementation Date. {00268750.DOC / 9} 4 NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the Parties agree as follows: AGREEMENT TERMS I. Settlement Term Sheet; Effective Date; Implementation Date. The terms and provisions of this Tank Agreement are intended to implement, and as of the Implementation Date shall be deemed to have implemented, the terms of Section 3 of the Term Sheet. Certain rights, obligations, waivers and releases of the Parties to this Tank Agreement are described as arising with reference to the Effective Date and /or by their terms are necessarily to be performed prior to the Implementation Date in order to enable the Implementation Date to occur. Such matters attach, are operative and are legally binding on the Parties as of the Effective Date. Certain rights, obligations, waivers and releases of the Parties to this Tank Agreement are described as arising with reference to the Implementation Date and /or by their terms are necessarily capable of being performed only from and after the Implementation Date. Such matters shall be deemed to have attached, become operative and legally binding on the Parties only upon the occurrence of, and shall be of no force or effect prior to, the Implementation Date. Accordingly, this Tank Agreement shall not be required to be deposited into the Escrow, although the executed Pledge Agreement shall be required to be deposited into the Escrow as provided in Section 9.a below. 2. Service Agreement. From and after the Implementation Date, the terms and provisions of this Tank Agreement amend the following terms of the Service Agreement: a. Section 2(b) as the terms of Section 2(b) apply to the ownership of the water rights to be used to service the Property; and b. Section 5 as it provides for construction of the Storage Tank. 3. Bid -Ready Plans. a. Prior to the Effective Date, TCMD and the Authority executed and delivered the Agreement for Payment of Costs of Water Storage Tank Design attached as Exhibit C hereto and incorporated herein by this reference (the "Design Costs Agreement "). Pursuant to the Design Costs Agreement and subject to the terms and conditions thereof, TCMD has transferred to the Authority the sum of $66,585.00. The Authority shall have the obligation to contract for and cause completion of the Bid -Ready Plans, and the Authority shall be responsible for payment of any costs thereof that exceed $66,585.00 at such time as this Tank Agreement is frilly executed and delivered to the Authority. To the extent such expenses can be incorporated into the Tank Project Bonds without exceeding the Annual Debt Service Pledge Amount (as defined in Section 9.a.i below) the Authority shall first be entitled to reimbursement for its costs incurred in obtaining completion of the Bid -Ready Plans pursuant to Section 9.b below. Thereafter, to the extent such expenses can be incorporated into the Tank Project Bonds without exceeding the Annual Debt Service Pledge Amount (as defined in Section 9.a.i below), TCMD shall be entitled to reimbursement for its expenses up {00268750.DOC / 9} 5 to $66,585.00 incurred in obtaining completion of the Bid -Ready Plans pursuant to Section 9.b below. b. As soon as practicable after the Effective Date, the Authority shall secure completion of the Bid -Ready Plans by causing updates to the 2005 Plans to be completed, and shall cause delivery of such completed Bid -Ready Plans to BNP, TCMD and Master Developer. c. Upon the earlier to occur of commencement of construction of the Tank Project or the date on which closing of the Tank Project Bonds occurs, Master Developer and TCMD shall assign to the Authority, without any representation or warranty, all of their right, title and interest in and to the Bid -Ready Plans and any and all work product resulting therefrom. 4. Obligation to Prepare Construction Cost Estimates and to Bid the Tank Project; Contract Award. After completion and delivery of the Bid -Ready Plans as provided in Section 3 above, which shall include construction cost estimates for the Tank Project based on the Bid - Ready Plans, the Authority may thereafter, in its sole and absolute discretion, solicit bids on the Tank Project. The Authority shall follow its normal bidding practices or may utilize an "integrated project delivery" (Design/Build) process for all or portions of the Tank Project as is customary for the Authority. Prior to awarding any contracts with respect to the Tank Project, the Implementation Date shall have occurred and the Authority shall provide to TCMD, BNP and Master Developer at least ten (10) business days to review and comment upon all bid proposals. The Authority shall be solely responsible for contracting for the construction of the Tank Project and shall not be required to secure the approval of any other Party of the bid or the contract(s) for the Tank Project. TCMD, BNP and Master Developer shall determine to their satisfaction and then confirm in writing to the Authority that the Tank Project Bonds can be serviced without exceeding the $500,000 per year maximum Annual Debt Service Pledge Amount (as defined in Section 9.a.i below). In furtherance of Section 9.b, the Authority shall provide written notice to BNP and TCMD that it is satisfied the Tank Project Bonds can be serviced without exceeding the $500,000 per year maximum Annual Debt Service Pledge Amount (as defined in Section 9.a.i below) as a condition precedent to the Implementation Date and the release of the Pledge Agreement from Escrow. In making the foregoing determination, all "Mandatory Costs" (as defined in Section 9.b below) shall be incorporated, together with such "Discretionary Costs" (as defined in Section 9.b below), if any, determined pursuant to Sections 3 and 9.b to be desirable and capable of being financed through the Tank Project Bonds. 5. Tank Site, Access Road, Permits and Landscaping. From and after the Effective Date, the Authority shall be solely responsible for securing all permits for the construction of the Tank Project, except any 1041 Permit Avon chooses to require or to issue, including any permit required by the Colorado Department of Public Health and Environment (including without limitation any and all stormwater discharge permits), and shall have access to any information previously provided to permitting authorities by TCMD or Master Developer. The Authority shall not be required to include a 1041 Permit in the scope of work for any contract for any Engineering & Design Work for the Tank Project. No new or additional studies shall be required by Avon for the Tank Project. Avon also shall waive all fees, including review fees, for any and {00268750.DOC / 91 all permits it may require for the Tank Project. Avon shall permit the Authority to construct the Tank Project on the Tank Site and shall not require a subdivision improvement agreement with respect to the Tank Project. Avon shall not require the posting of any collateral, bond or other form of assurance of completion with respect to the Tank Project, other than this Tank Agreement. Avon's waiver of financial security for the Tank Project shall not extend or apply to any future water storage tank project which is pursued if this Tank Agreement expires or is terminated without completion of the Storage Tank, nor shall such waiver apply to any additional tanks that may be required to serve higher elevations of the Property. If portions of the Access Road are improved as a public road, such portions shall be dedicated to Avon and accepted by Avon for maintenance immediately following completion of the same to Avon's standards for dedication of a public street then in effect, but neither the Authority nor Avon shall have any responsibility to improve the Access Road to such standards. The Authority shall have no further responsibility for the physical condition of the Access Road after two (2) years from the date the Authority accepts the Tank Project after the completion of construction. Pending dedication to and acceptance by Avon of the Access Road, the owner or owners of the property upon which the Access Road is constructed shall be responsible for maintenance of the Access Road so long as it remains closed to use by the general public; such maintenance shall not include snow removal, but must be sufficient to permit continued access to the Storage Tank by the Authority for operation and maintenance of the Storage Tank. Any Party who uses the Access Road at a time when snow is present shall be responsible to plow the snow as necessary to permit ingress and egress so long as the Access Road remains closed to use by the general public. The Authority shall be solely responsible for approving all progress payments and disbursements to the contractor or contractors for the Tank Project. Any inspections of construction by Avon shall be in its discretion and at its sole cost and expense. The landscaping requirements set forth in the Bid -Ready Plans supersede all previously adopted landscaping requirements and the Authority shall only be responsible to perform and install those landscaping improvements set forth in the Bid -Ready Plans, to warrant the same until expiration of two complete growing seasons, and to thereafter maintain all such landscaping improvements that are installed within the Tank Site. Master Developer shall, to the extent required by applicable requirements of The Village (at Avon) Design Review Board, be responsible to obtain such board's approval of the landscape requirements set forth in the Bid -Ready Plans. Any additional landscaping that a Party desires within the Tank Site shall be allowed at the sole expense of such Party, subject to the Authority's reasonable determination that such additional landscaping improvements will not impair or interfere with the Authority's operation and maintenance of the Storage Tank, and further subject to review and approval by The Village (at Avon) Design Review Board. 6. Wetlands Mitigation. The Authority shall be solely responsible for obtaining and maintaining any wetland permits required in order to complete the Tank Project, including the Access Road. If the Bid -Ready Plans include the switchback design of the Access Road to the Storage Tank which affords the opportunity for wetlands mitigation unrelated to the Tank Project that may be completed by Master Developer or TCMD, the actual wetlands mitigation vegetation replanting for such wetlands mitigation unrelated to the Tank Project shall not be required of the Authority and shall not be part of the Authority's permit obligations or construction contract or included in the construction costs to be financed by the Tank Project Bonds. The Authority shall have no responsibility for permits or wetlands mitigation requirements for the Property which are unrelated to the Tank Project and not incorporated in the Bid -Ready Plans. {00268750.DOC / 9} 7 7. Conveyance of Water Rights. Section 2(b) of the Service Agreement provided for the lease by Master Developer's predecessor to Avon for sublease without cost to the Authority certain water rights sufficient to replace the consumptive use associated with the development of the Property as ultimately decreed by the Water Court. By the terms of a Water Lease, dated November 4, 2002, certain TCMD water rights (Exhibit 2 thereto), certain historic consumptive use credits dedicated to the plan for augmentation approved in Case No. 97CW306 (Exhibit 3 thereto), and 10.8 acre -feet of Wolford Mountain Reservoir contract water were leased by TCMD to Avon. By the terms of a Water Sublease, dated November 4, 2002, Avon subleased the same water rights to the Authority. In consideration of the undertakings of the Authority pursuant to this Tank Agreement, on the Effective Date the following instruments shall be executed for deposit to the Escrow: a. TCMD shall assign and convey to Avon by Special Warranty Deed in substantially the form attached hereto as Exhibit D -1, all of its right, title and interest in and to the water rights described therein (collectively, the "Water Rights "), free and clear of all liens and encumbrances, together with all diversion ditches, pipelines, headgates and structures, pumps, casings and other improvements and easements associated or used in connection with the Water Rights as becomes necessary from time to time in order for the Authority to provide municipal water service to the Property ( "Appurtenances "), reserving unto TCMD all rights of access and use of the Appurtenances to the extent not required to provide municipal water service for the Property. Prior to the execution of this Special Warranty Deed and its delivery to the Escrow, TCMD shall also provide to the Authority and to Avon a written Title Opinion in a form acceptable to the Authority concerning the Water Rights and Appurtenances conveyed by this Special Warranty Deed which indicates that TCMD owns title to the Water Rights and the land underlying the Appurtenances free and clear of all liens and encumbrances, subject only to the Water Lease dated November 4, 2002, from TCMD to Avon and the Water Sublease dated November 4, 2002, from Avon to the Authority. The commencement date of the record title search of the Water Rights under the Title Opinion shall be the date of the decree in Division No. 5 Case No. 97CW306 or the date of conveyance of the Water Rights and Appurtenances to TCMD, whichever date is earlier. b. Concurrently with the conveyance described in subparagraph 7.a above, Avon shall assign and convey by Special Warranty Deed in substantially the form attached hereto as Exhibit D -2, the Water Rights and Appurtenances to the Authority, subject to a right of reverter to Avon in the event the Authority fails to provide water service to the Property (excepting temporary cessation of water service due to reasonable maintenance requirements or emergency conditions or actions by the Authority as authorized by its Rules and Regulations). c. TCMD and Master Developer shall, without further action or documentation, be deemed to have waived any ownership interest in the thirty (3 )0) acre -feet of Eagle Park Reservoir water previously obtained by the Authority in its name using fiends provided by TCMD. (00268750.DOC / 9) 8 d. Any obligation to lease water rights to Avon or the Authority and any obligation of TCMD or Master Developer to construct a water storage tank to serve approximately 2,800 SFEs (single family equivalents) under the terms of the Service Agreement, the Water Lease or the Water Sublease shall be considered satisfied in full once the Water Rights and Appurtenances have been conveyed to the Authority as provided herein and once the Storage Tank has been constructed and is frilly operational as provided herein. However, the obligation to fiend the construction of the Storage Tank and all appurtenant facilities shall continue until the Tank Project Bonds are paid in fill and the Pledge Agreement has been terminated. This paragraph shall not be construed to relieve TCMD, Master Developer, or any other owner of the Property, or portion thereof, from the obligation to provide additional water rights to serve development on the Property in excess of what is approved by the decree of the District Court in and for Water Division No. 5 in Case No. 97CW306. e. The Authority shall undertake the ongoing responsibility for any Water Court filings necessary to continue and /or to make absolute the Metcalf Ditch Headgate and Raw Water Booster Pump conditional rights decreed in Case No. 97CW3O6. TCMD and the Authority shall continue to cooperate with each other in all Water Court matters involving the rights decreed in Case No. 97CW3O6. The Authority shall file any application necessary to maintain and /or make absolute the Metcalf Ditch Headgate and Raw Water Booster Pump. In the sole and absolute discretion of the Authority, the Authority may require TCMD to file as a co- applicant. In connection with the development of the Property, the Parties acknowledge that the Appurtenances may need to be modified, piped, buried or otherwise improved at TCMD's or Master Developer's sole cost and discretion. The instruments effecting the foregoing assignment and conveyance of the Water Rights and Appurtenances (the "Water Instruments ") shall be deposited into the Escrow not later than thirty (30) days after the Effective Date, but shall not be deemed legally effective or operative until formally delivered and /or recorded on the Implementation Date. 8. Moratorium. For a number of years the Authority has imposed a moratorium upon further water service within the Property. From and after formal delivery from the Escrow of the Water Instruments, the Special Warranty Deed to the Tank Site, the Easement Agreement and the Pledge Agreement on the Implementation Date: a. the moratorium shall be rescinded by Resolution adopted by the Board of Directors of the Authority, effective upon release of the Pledge Agreement, the Deeds and the Easement Agreement from the Escrow; and b. the Authority, without need of further action, legally binds itself to: i. construct the Storage Tank as soon as practicable after the Authority has completed the issuance of the Tank Project Bonds and given Notice to {00268750.DOC / 91 9 Proceed to the contractor for the Tank Project; thereafter, no delay or problem (foreseen or unforeseen) in completing construction of the Storage Tank shall relieve the Authority of its obligation to provide potable water service to the Property pursuant to its Rules and Regulations and any delay in completing construction of the Storage Tank shall not be a basis for re- imposing the moratorium rescinded pursuant to Section 8.a hereof, except if the Authority is delayed in completing construction of the Storage Tank by the acts or omissions of the other Parties or Limited Parties; and ii. provide potable water service to the Property, subject to the terms of the decree of the District Court in and for Water Division No. 5, Case No. 97CW3O6, up to a maximum of 106.3 consumptive acre feet per year, and further subject to the improvements to be constructed, or improvements previously constructed, within the area of the Property physically capable of being served by the Storage Tank (at elevations one - hundred -forty (140) feet below the base of the Storage Tank, or above such elevation upon construction of additional pumping and /or tank storage capacity above such elevation); and iii. issue taps for potable water service as described in subparagraph 8.b.ii above upon payment of any applicable fees, compliance with generally applicable engineering /technical requirements for connection to the Authority's water distribution system and compliance with the conditions for service as set forth in the Authority's Rules and Regulations; and c. any development within the Property located at an elevation higher than the property that can be served by the Storage Tank will require additional treated water storage to be constructed by someone other than the Authority or Avon at elevations higher than the Storage Tank elevation if such development is to be served by the Authority; and d. the Authority's commitment to provide potable water service pursuant to the terms of the decree in Case No. 97CW306 up to 106.3 consumptive acre feet per year and to issue taps therefore as set forth in this Section 8 shall inure to the benefit of TCMD; and e. as of the Effective Date, an SFE is equivalent to 714 gallons of treated water storage and if TCMD wants the Authority to provide water service to more than 2,800 SFEs, TCMD will have to provide additional treated water storage; or, if water service is proposed to development located above the service area of the Storage Tank, TCMD shall be required to construct and dedicate an additional water storage tank or tanks to the Authority; however, this provision shall not be construed to imply that the decree in Case No. 97CW3O6 permits service to approximately 2,800 SFEs, and shall not modify the provisions of subparagraph 8.f set forth below; and (00268750.DOC / 9) 10 f. if any Party wants the Authority to provide service in excess of what is authorized by the decree in Case No. 97CW306, the Party first needs to provide additional water rights and pay all costs incurred by the Authority to adjudicate the necessary water rights to provide the increased level of service; and g. each Party and Limited Party shall have direct rights to enforce the terms and conditions of this Section 8. 9. Public Financing of the Tank Project. The Tank Project public financing shall be accomplished by the following actions of TCMD, the Authority and Avon: a. Pledge; TCMD Bond Reissue. As soon as practicable after the Effective Date, but in any event prior to the Implementation Date, the Authority, BNP, TCMD and VMD shall mutually execute and deposit into the Escrow a pledge agreement in substantially the form attached hereto as Exhibit E and incorporated herein by this reference (the "Pledge Agreement "). The Pledge Agreement shall, in accordance with its terms and conditions, become legally operative and binding on each party thereto only upon formal delivery from the Escrow on the Implementation Date. From and after the Effective Date, TCMD and VMD shall coordinate with BNP to cause the reissue of TCMD's existing bonded indebtedness on the Implementation Date (the "TCMD Bond Reissue ") so as to enable performance of TCMD's and VMD's obligations under the Pledge Agreement. Without limiting of the terms of the TCMD Bond Reissue documents or the Pledge Agreement, the terms and conditions of which shall control over any descriptive language herein (which shall not be used to interpret or modify the terms and conditions of the Pledge Agreement in any manner whatsoever): The Pledge Agreement sets forth the pledge of TCMD and VMD to pay to the Authority $500,000 or such lesser amount as may be necessary to frilly pay the annual debt service on the Tank Project Bonds (as defined in the Pledge Agreement, the "Annual Debt Service Pledge Amount "). If such amount is not sufficient to fully pay the annual debt service on the Tank Project Bonds, the Authority shall not be required to issue the Bonds or construct the Tank and the Authority shall be released from such obligations and BNP shall be released from any obligation it may have to cause the TCMD Bond Reissue to occur. ii. The term of the Pledge Agreement (and of the obligation to remit the Annual Debt Service Pledge Amount) shall commence not later than the issue date of the Tank Project Bonds, and shall terminate on the date on which the Tank Project Bonds are paid in full. iii. During the term of the Pledge Agreement, the Pledged Revenue (as defined in the Pledge Agreement) shall be applied to payment of the Annual Debt Service Pledge Amount on a periodic basis on the terms and conditions set forth in the Pledge Agreement. {00268750.DOC / 9} 11 b. Tank Project Bonds. Concurrently with the closing of the TCMD Bond Reissue, the Authority shall issue bonds to finance construction of the Tank Project (as defined in the Pledge Agreement, the "Tank Project Bonds "). The Tank Project Bonds will be issued (i) in a par amount sufficient to pay the "Mandatory Costs" described in this Section below and (ii) with annual debt service which can be fully paid by the Annual Debt Service Obligation payable by the Districts pursuant to the Pledge Agreement. The par amount of the Tank Project Bonds will be increased to include as much of the "Discretionary Costs" described in this Section below as possible without increasing the annual debt service on the Tank Project Bonds above the Annual Debt Service Obligation payable by the Districts in the Pledge Agreement. For purposes of this Section 9.b, "Mandatory Costs" means: (iii) the estimated costs (including construction costs, contingencies and the cost of construction management services to be provided by the Authority) of the Tank Project, plus (iv) the costs of issuance of and reserve requirements for the Tank Project Bonds. For purposes of this Section 9.b, "Discretionary Costs" means the following costs: (v) $134,119.23 presently due to the Authority from TCMD as described in Section 10 below, and (vi) as described in Section 3 above, the Authority shall first be entitled to reimbursement for its costs incurred in obtaining completion of the Bid -Ready Plans and thereafter TCMD shall be entitled to reimbursement for its expenses up to $66,585.00 incurred in obtaining completion of the Bid -Ready Plans (with all such TCMD reimbursed expenses to utilized for payment of debt service to BNP). Once the Authority has completed the issuance of the Tank Project Bonds and given Notice to Proceed to the contractor for the Tank Project, the Authority shall proceed to complete the Storage Tank and make it operational as soon as possible. c. Avon Actions. In consideration of the undertakings of the other Parties to this Tank Agreement and other benefits to Avon from implementation of the Term Sheet, as of the Effective Date and without the requirement of further action, Avon: (i) waives and releases any claim to revenues of TCMD and VMD required to pay the Annual Debt Service Pledge Amount; (ii) covenants that it will exercise the right of reverter set forth in the Water Instruments upon a triggering event as described in Section 7 above; and (iii) covenants that it will undertake and be responsible for the provision of water service to the Property in the event of a dissolution of the Authority or otherwise upon exercising the right of reverter described in Section 7 above. {00268750.DOC i 91 12 10. Other Consideration. a. Immediately upon formal delivery of the Pledge Agreement on the Implementation Date, and without the requirement of any further action, the Authority shall be deemed to have irrevocably released TCMD from any obligation to pay the sum of $20,387.22 due for the remainder of the Authority's professional fees incurred in adjudicating a plan for augmentation and exchange to allow the Authority to use 10.8 acre -feet of storage in Wolford Mountain and Ruedi Reservoirs acquired from the Traer Creek entities. b. If the amount presently due to the Authority ($134,119.23) from TCMD pursuant to the Agreement dated November 4, 2002, is paid in full or in part by TCMD or Master Developer (Master Developer having no legal obligation to make such payment), or if the amount due is able to be refinanced (in whole or in part) as part of the Tank Project Bonds, immediately upon such payment or refinancing and without the requirement of any further action the Authority shall be deemed to have irrevocably released TCMD to the extent of such payment or refinancing, or both, from the obligation to pay that portion of the obligation to the Authority. If the amount due is not paid in frill or cannot be fully re- financed as part of the Tank Project Bonds, TCMD shall continue to make annual payments to the Authority in September of each year in the amount of $11,880 until the $134,119.23 obligation is satisfied in frill. The Authority hereby agrees no other professional fees are owed to it by TCMD, VMD or Master Developer and the Authority hereby expressly releases any other such claims for fees through the Effective Date. 11. Conveyance of the Tank Site; Easement Agreement. The Storage Tank shall be constructed and operated by the Authority on the Tank Site. The Tank Site shall be conveyed to the Authority by TCRP by Special Warranty Deed in substantially the form attached hereto as Exhibit B, free and clear of all monetary liens and other encumbrances (the "Tank Site Deed ") which shall include all areas required for ingress and egress, temporary construction easements, maintenance, repairs or replacement of facilities, retaining walls, slope maintenance and snow storage and otherwise meeting the minimum requirements of the Avon Municipal Code. TCRP agrees that it has or will submit the Final Plat for the Tank Site to Avon for approval as a minor subdivision as soon as possible and Avon agrees to process and approve such application in a timely manner. Accordingly: a. By the Effective Date, TCRP and the Authority shall execute and deposit the Tank Site Deed into the Escrow pursuant to the Escrow Agreement. b. By the Effective Date, TCRP and the Authority shall execute and deposit the Easement Agreement in substantially the form attached hereto as Exhibit F, granting a non - exclusive easement to the Authority for construction and use of the Access Road as described therein. {00268750.DOC / 9} 13 c. TCRP shall grant to the Authority at no cost to the Authority, such non - exclusive easements as may reasonably be required within the Access Road alignment and right -of -way, or which otherwise are specifically described in Exhibit F, to connect the Storage Tank to existing water lines and electric lines at locations anywhere on the THE VILLAGE (at AVON) FILING 4 plat to be mutually agreed upon by TCRP and the Authority in the Easement Agreement, Exhibit F, including any pumping station and facilities reasonably necessary to the operations of the Storage Tank. d. TCRP shall grant to the Authority at no cost to the Authority, temporary construction easements and staging areas at a site or sites specifically described in Exhibit F or at the Stolport (in the area recently used as a construction staging area by Xcel Energy and /or near the current recycling area) and /or at a location or locations adjacent to the Access Road as designated by the Authority or its contractor for a staging area or areas, and for all utilities being installed by the ZD Authority to serve the Tank Project. 12. Construction and Ownership of Storage Tank. The Authority agrees to commence construction of the Tank Project as soon as possible after the Implementation Date, except if circumstances beyond its control limit its ability to issue or preclude the issuance of the Tank Project Bonds, or to bid and construct the Tank Project. The Authority shall own the Storage Tank and all capacity therein for treated water storage and shall provide all maintenance and operation services for the Storage Tank and the Tank Site at its sole cost and expense. The Parties acknowledge that the Tank Project anticipates and will be designed to accommodate and connect to future water storage tank(s) to be located uphill from the Storage Tank. 13. Prior Agreements Not Fully Superseded; No Cross - Defaults. Except to the extent that Section 2(b) and Section 5 of the Service Agreement are amended and /or superseded by the express terms of this Tank Agreement, the Service Agreement and any other agreement referenced in this Tank Agreement that was executed prior to the Effective Date ( "Prior Agreement(s) ") shall continue in effect in accordance with such agreements' terms, and the parties thereto shall maintain all of their rights, duties and obligations set forth therein. Notwithstanding the foregoing, and notwithstanding anything to the contrary in any Prior Agreement, no default under this Tank Agreement shall be construed to be a default under any Prior Agreement and no default under any Prior Agreement shall be construed to be a default under this Tank Agreement. 14. Default, Rights of Limited Parties and Intended Beneficiaries. a. Default of a Party. A default by a Party is a failure by such Party to frilly perform any of its duties and obligations set forth in this Tank Agreement. b. Default of either Limited Party. The obligations of BNP and VMD under this Tank Agreement are expressly limited to those set forth in Section 9.a above, and BNP and VMD shall have no liability arising pursuant to this Tank Agreement to any Party or any Intended Beneficiary except to the extent of BNP's or VMD's (00268750.DOC / 9) 14 failure to fully perform their respective duties and obligations as expressly set forth in Section 9.a above. c. Cure Period. Default will not occur until a non - defaulting Party provides the defaulting Party thirty (30) days written notice describing the default, and the defaulting Party is given the opportunity during such time to cure the default. d. Remedies. i. Parties and Limited Parties. Upon the occurrence and continuance of an uncured default, any non - defaulting Party and /or any non- defaulting Limited Party shall, except to the extent limited by an express provision of this Tank Agreement, be entitled to enforce the provisions and any remedy provided in this Tank Agreement at law or in equity, and relief in the nature of injunctive relief, mandamus, specific performance (if allowed by law against any local government that is a Party or Limited Party) or damages or a combination thereof may be awarded. The remedies available shall include, but not be limited to, ex parte applications for temporary restraining orders, preliminary injunctions and permanent injunctions and actions for specific performance (if allowed by law against any local government that is a Party or Limited Party) of the defaulting Party's or Limited Party's obligations and /or damages. All of the remedies permitted or available under this Tank Agreement, at law, by statute or in equity shall be cumulative and not in the alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy. Additionally, in consideration of this Tank Agreement constituting an intergovernmental agreement by and among Avon, the Authority, TCMD and VMD, each such governmental or quasi- governmental entity expressly affirms its intent that the obligations of each such governmental or quasi - governmental entity are to be enforced in accordance with their terms. ii. Intended Beneficiaries. 1. The Developer Affiliates shall have the right to enforce the Authority's obligations pursuant to Section 8, together with the right to enforce any right of Master Developer and pursue any remedy available to Master Developer in the event of a default by another of the Parties. 2. Except with respect to those expressly stated rights the Intended Beneficiaries have under this Tank Agreement, no Developer Affiliate is subject to any obligation nor has it acquired any enforcement right or remedy arising solely under this Tank Agreement. {00268750.DOC / 9} 15 15. Assignment. Any Party or Limited Party may assign its rights, duties and obligations under this Tank Agreement upon the prior written consent of the other Parties and the Limited Parties, such consent not to be unreasonably withheld, conditioned or delayed. In addition, the assignor shall provide the other Parties and Limited Parties with copies of all relevant documentation of such assignment. 16. No Waiver; Governmental Immunity; Annual Appropriation. Any Party's or Limited Party's waiver of, or failure to pursue any available remedy for, a breach of any term or provision of this Tank Agreement shall not operate or be construed as a waiver of any subsequent breach by any Party or Limited Party. Additionally, and notwithstanding any provision of this Tank Agreement to the contrary, no term or condition of this Tank Agreement shall be construed or interpreted as a waiver, either express or implied, of any of the immunities, rights, benefits or protection provided to TCMD, VMD, the Authority and Avon under the Colorado Governmental Immunity Act, §§ 24 -10 -101 et seq., C.R.S. The obligations of the Authority and Avon hereunder are subject to the annual appropriation of fiends necessary for the performance thereof, which appropriations shall be made in the sole discretion of the Authority's Board of Directors or the Avon Town Council as applicable. 17. Amendment; Modification. This Tank Agreement may be modified only by the signed, written agreement of the Parties or their respective agents, successors and assigns. The prior written consent of the Limited Parties shall not be required except to the extent the proposed modification directly and expressly affects a right or obligation of the Limited Parties, and such consent shall not be unreasonably withheld, conditioned or delayed. Additionally, the Parties and the Limited Parties acknowledge that the TCMD Bond Reissue documentation is anticipated to preclude TCMD and /or VMD from entering into any modification of this Tank Agreement without the prior written consent of BNP, which consent BNP shall not unreasonably withhold, condition or delay. 18. Further Cooperation. The Parties and Limited Parties shall reasonably cooperate with one another to effectuate the intent of the Parties and Limited Parties as described herein, including without limitation, executing any and all further instruments and documents, and doing and performing such further and additional acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Tank Agreement. 19. Proper Authority. The Parties and the Limited Parties represent and warrant that they have frill right and capacity to enter into this Tank Agreement and have taken any and all actions required and have any and all necessary approvals to enter into this Tank Agreement. 20. Attorneys' Fees. The prevailing Party or Limited Party in any action concerning the enforcement or interpretation of this Tank Agreement shall be awarded, in addition to any damages or other form of relief awarded, all reasonable costs incurred in connection therewith, including attorneys' fees and costs through all appeals. 21. Governing Law. This Tank Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado. Any action brought to enforce this Tank {00268750.DOC i 91 16 Agreement or arising out of this Tank Agreement shall be brought in the State of Colorado, Eagle County District Court, as the exclusive venue and forum. 22. Severability. If any term, provision, covenant or condition of this Tank Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Tank Agreement shall, unless amended or modified as provided in Section 17 above, continue in frill force and effect so long as enforcement of the remaining provisions would not deprive the Party(ies) or Limited Parties against whom they are being enforced of a material benefit of the bargain under this Tank Agreement or otherwise be inequitable to such Party or Limited Party under the facts and circumstances then pertaining. 23. Entire Agreement. From and after the Implementation Date, this Tank Agreement shall be construed to constitute the entire agreement between the Parties and Limited Parties with respect to the matters set forth herein and to supersede all previous oral or written communications, representations , understandings, undertakings, or agreements between the Parties and Limited Parties, except as otherwise stated herein, specifically including Section 3 of the Term Sheet except as it pertains to the 1041 Permit. 24. Counterpart Execution. This Tank Agreement may be signed in multiple counterparts, with facsimile signatures permitted, and each counterpart when taken with the other executed counterpart shall constitute a binding agreement among the Parties and the Limited Parties as of the Effective Date (with respect to those provisions that are effective as of the Effective Date) or as of the Implementation Date (with respect to those provisions that are effective only upon occurrence of the Implementation Date). 25. Notices. All approvals, consents, notices, objections, and other communications (a "Notice" and, collectively, "Notices ") under this Tank Agreement shall be in writing and shall be deemed properly given and received when personally delivered, or sent by overnight courier, or by email (pdf), or by registered or certified United States mail, postage prepaid, addressed to the respective Parties, Limited Parties or Intended Beneficiaries at their respective addresses as set forth below. Notices shall be deemed effective: (i) if personally delivered, when actually given and received; or (ii) if by overnight courier service, on the next business day following deposit with such courier service; or (iii) if by email (pdf), on the same day if sent before 5:00 P.M. Mountain Time, or on the next business day if sent after 5:00 P.M. Mountain Time; or (iv) if by registered or certified United States mail, postage prepaid, three (3) business days after mailed. All Notices shall be addressed as follows (or to such other address as may be subsequently specified by Notice given in accordance herewith): {00268750.DOC / 91 17 To the Authority: Upper Eagle Regional Water Authority 846 Forest Road Vail, CO 81657 Attention: General Manager Telephone: (970) 477 -5444 Email: lbrooksOerwsd.or2 With a required copy to: Collins, Cockrel & Cole, P.C. 390 Union Boulevard, Suite 400 Denver, Colorado 80228 -1556 Attn: Jim Collins Telephone: (303) 986 -1551 Email: jcollins @cccfirm.com To Avnn Town of Avon P.O. BOX 975 One Lake Street Avon, Colorado 81620 Attention: Town Manager Telephone: (970) 748 -4452 Email: vegger @avon.org With a required copy to: Town of Avon P.O. BOX 975 One Lake Street Avon, Colorado 81620 Attn: Town Attorney To TCMD: Traer Creek Metropolitan District 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Telephone: (303) 987 -0835 Email: ljacoby @sdmsi.com With a required copy to: {00268750.DOC / 91 18 McGeady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80202 -1214 Attn: Mary Jo Dougherty Telephone: (3 )03) 592 -4380 Email: mjdougherty @mcgeadysisneros.com To Master Developer: Traer Creek LLC P.O. Box 9429 0 10 1 Fawcett Road, Suite 210 Avon, CO 81620 Attn: Marcus Lindholm, Manager Telephone: (970) 949 -6776 Email: marcuslindholm @traercreek.com With a required copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ayers Telephone: 3 03.825.8400 Email: munsey @ottenjohnson.com To Traer Creek -RP LLC: c/o Traer Creek LLC [Utilizing the Master Developer contact information set forth above.] With a required copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 17th Street, Suite 1600 Denver, Colorado 80202 Attention: Munsey L. Ayers Telephone: 303.825.8400 Email: munsey @ottenjohnson.com To the Limited Parties: The Village Metropolitan District 141 Union Boulevard, Suite 150 Lakewood, CO 80228 Attn: Lisa Jacoby Telephone: (')03)987-08')5 {00268750.DOC / 9} 19 Email: ljacoby @sdmsi.com With a required copy to: McGeady Sisneros, P.C. 450 E. 17th Avenue, Suite 400 Denver, Colorado 80202 -1214 Attn: Mary Jo Dougherty Telephone: (303) 592 -4380 Email: mjdougherty @ncgeadysisneros.com BNP Paribas Value Preservation Group 787 Seventh Avenue, 9th Floor New York, NY 10019 Attn: Barbara Eppolito Telephone: (212) 841 -3607 Email: Barbara.eppolito @bnpparibas.com With a required copy to: Faegre Baker Daniels 3200 Wells Fargo Center 1700 Lincoln Street Denver, CO 80203 -4532 Attn: Brandee Caswell Telephone: (3 )03) 607 -3826 Email: Brandee.caswell @faegrebd.com To the Intended Beneficiaries: Developer Affiliates c/o Traer Creek LLC [Utilizing the Master Developer contact information set forth above.] 26. Escrow; Escrow Instructions. As quickly as is practicable after the Parties' and Limited Parties' mutual approval and execution of this Tank Agreement, each Party and the Limited Parties will deposit a signed original of such documents as each is required to deposit in the Escrow subject to the Escrow Instructions. 27. Rights Upon Occurrence of Outside Date. If the Outside Date occurs without the Implementation Date having occurred, this Tank Agreement shall be deemed void ab initio and of no further force or effect; provided, however, to the extent the failure of the Implementation Date to occur results from a failure of a Party or Limited Party to perform (whether by action or inaction) an obligation of such Party or Limited Parties that arose under this Tank Agreement as of the Effective Date, the other Parties, Limited Parties and any applicable Intended Beneficiary may pursue all of their respective remedies under this Tank Agreement with respect to such {00268750.DOC / 9) 20 breach, which remedial rights the Parties and the Limited Parties expressly intend to survive and be legally enforceable notwithstanding this Tank Agreement being otherwise deemed inoperative under the circumstance described above. 28. Successors and Assigns. This Tank Agreement shall be binding upon the Parties, the Limited Parties and upon their heirs, personal representatives, successors and assigns. IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties and by the Limited Party as of the Effective Date. PARTIES: THE AUTHORITY: THE UPPER EAGLE REGIONAL WATER AUTHORITY, a quasi- municipal corporation and political subdivision of the State of Colorado By:_ Name: Title: AVON: THE TOWN OF AVON, a home rule municipal corporation of the State of Colorado _ By. Name: t Title: TCMD: TRAER CREEK METROPOLITAN DISTRICT, a quasi - municipal corporation and political subdivision of the State of Colorado By: Name: Daniel J. Leary Title. President {00268750.DOC / 91 21 LIMITED PARTIES: VMD: THE VILLAGE METROPOLITAN DISTRICT, a quasi - municipal corporation and political subdivision of the State of Colorado By: Name: Daniel J. Leary Title: President Attest: Secretary BNP PARIBAS, a financial institution organized tinder the laws of the Republic of France By: Name: Title: By: Name: Title: {00268750.DOC / 91 23 Exhibit A Legal Description of the Property [Source: Exhibit A to Service Agreement, May 15, 19971 100265750.DOC / 9)1007365.7 PA1109L I JASMIPTION 1/2 of Secticz 12', EXHIBIT Soutl hRa c �2 Wpsi:of the f x ffi ,8,w keqgeS1W­esiof the 6ddia Eagle,Coutity, Cbloiadb, a6c6iding to !he Dcp, endeAt Resurvey .of said Township, and acCep ied N 0eniber I, 1943,b y the -be a4mentofth h iferio r General a nd Office i n W*ngto D.C. describe d as a Nyhole as follows: Beginning e�tth6N6tthw6st c-I"9* of said Section 7t ;I ,"th" . 0ft"' qq- a- l- o , h'. g,t4 "northerly lihe; of said Section 7, N88 °49'24 "E 2791.46 -6etjtd the North 1/4- corner ,of said Section ! thence, departing said aoitheily'linp, alongThe easterly lil of floe 'Nw "Nofsaid8oction 'the northerly -ii t f lighway _gh -0-4ay lin interstate No. 70 d *b'-' edifilh6deedi o'idd4in-1366 223,6t Page -982i'n- the offi66-'6fthe to th e northe'f, ly line ofthey 114 ­'cif salid Si­ tn ti on 7-- .e,'N80950'4_0&2572,11 -f-eet, §f-'11 totheWe" '. 4 rom. r.oP "Y Me ofsdid.S 611 Oh. 8, N M QPIVS`W2738.�: Sectiozi $, 5-4 'N V�E'­�7_59�',49t�et & 6 said -Section 8; tho)ace, to continuing 856.40 feet, tliwm departing -said Y'li'ne, S56'30"00"E4,274.,62,feet; thence S 7°3W.30,Vl I 527°39'39 "W 2-121 -.k6t thence &i 899.193 fe6t ;(he60`6 bast ,2595.53 f6et,f' 'the easterly libe, of thb-SW 1/4 SWIM of said Section 9�jhbliqb, �Ooiig,' said easterly line ihe the�ast corner -c&sald SW,' 114` S-W,Vkthejwqilong ;301 °33' �,_ , "ll _,—J, - , IPW 603.34 T�ebt' to 80tl the southerly line of said Section 9, -NW55'441 v 1371.96 ' feet, to the SoAlwest coiner of said Section 9,4hencc; Along the -, Jine,Pf'saidSpcfi' on 17,1SO194POV, easterly I70 00 f6e; to th centerline " f the j�agl e-, V #'��Cclhe said o_ along 114 -of said Section I feet to the SE 111 114 SE 114 Qf,saidl (00268750DOC / 9) 1007365.7 ),,SSV 221.14 feet, to the C � 1 6,,coer -ofs said Sautheasveomer of said SW.1 /4 SW 1/4; thence, 8, N89932°2$''W:529 2$ feet, to the norierly rig Grandy Westezrz Railroad, thence the folloWingt ti a line. (1 132. 1 feetTong the are of a ozzrve feet, ab internal angle cal 03 °44'42 ", end a chcircl 1Ni68 °37'48 V :527.88 feet, (3) ;231:12 feet along radius, of 5-7V,,- 79 feel ari zntcMal an cIfQ2 °..17 a curve to the jet't, mving,a tgdlus cif 1 �J.`7t1 is chord thai ticars 14- !W-4 I i '6,G3 beef ;, 6 feet alozig the ale cif 4 zurveto the eight, having of 16042'10 ", iihd a chvird that bears N73°5115- feet; (9).28.44 feet aloaag the arc ofa db,N to th an internal ;angle of 00 °51'50 ", and a chord that N64 922600 "W 377..10 feet, thence, .departing sa along said southerly iiglit,ol~�v fallowing three courses along it AVOn by QQdinance,86; 40.: (I) of a curve f o the left, havi ing a r and ,chor,d that bears NM50.10" cunt mung along said8outhe4y by Oxd�nancc 81 38,2�T65 °5 way tine and cantiiuing alo by Ordinance 81 38, I�T24 °Q Denver and Wo 6rande We at Beaver Creel,; thence, ilea the :existing Town of Av ' ' fife, pax eel czr gzrially hl.e -b fpt N18°59'4VE- 995.,99 feet, .feet (record- distance and`1ie the NE 1/4.N> -1/4 6f said S To o f Avon B oz nd - ", fin m ong the southerly line of said Section of -; vay.lilte of the Denver and Ttio courses along as d -,xioriherly x ghf7of:7 ears N70039 .09 "W 132, 9 feat' (2) ,c Q. a curve to the l fi, having -Azad a chard that bears xf 1tc,� 50 &A �c�' fhe rc of x4c : 'IIOn- Iszc:z5 w�a radius< 18$0 €10 - f'eet,'an'infexnal angle W 546 11,feet� (8) I�OQ °11'23" ,W 21,04 rtglit,.having a aradus Qf 180;00 feet, gears N�4�47'55 "'W 28.04 feet; (10} l nartheiiy right o- Way JIn , ol~ way hhe...of the'Denver and Rio izfg Town of Avozal3otzzidaz�,. thence, k TpWn ofAVOn l3oundai , the` i il�e parcel anfto e, ,to file Town,,of' 164,00 eet; {2} 96-8:59 feei'alang tl�e are £eet, an inieznal angle : of, 01` °37�700'F,.. ;,(3 165 -, - -po "W 527.60 feet, flzenee, and existing Tawn ofAvon B ©urzdtuy to parc0l-Afinexed to the `l;own ofAvoii nexed to Karl pact and t ie autheast corner of Lot 22, Beddli i4rk ig said northerly fight -:af way.lzne and cantinuiiag alctig 'dary ;the "follow nk, o;courses alon the easterly line of I as the Town cifAVph a "s defined in:' Ordinance '7:8 =4; (1) ;al.culateci tiistazice and'17earirig fI 23 °55'02 "W 268.23 ofl I25 0 10'03 "W 235.`32 feet), to the southerly Mile of n'42;:thence, alongsaid:saufiltezly lineand`exisiing d bearing of {00268750.DOC / 9)1007365.7 �--- `�' � — — ' — ^'—� ' —+--~`~~~—~�a~~—'—r9'~------�g—_.'-. ____"_~_^_~^ Portions ,property that.constitute the Interstate-Righway No. 70 Rigblt-',of�Way and the Dp'-n- Rib Grande WestemRailroad Right-of-Way,, Which pottionscontaffn 0,24,acres, mote, or That,partof Sections 8, .9,&,J.0, Township 5 So ' uth, Range 81 VVest of the-Sixth P-rind al .g the northerly line of said Section 8, -N8 81,42" 5 VE.8 50.`00,fe6t, to the. True Point of B �,ginnfii thence- to on northerly, line, MP244��%, 2172.60 feet, to the Norffiw Qstoometof :said ISection IQ; de�,affing s,a-idi.ioitborly - line .209 -66t piN line of fh6SE1 . A o, al e -otitherly lih6qf said SE 1/4 NW 1/4, i/ 16 cottler 'of said Section Aietice, SW3�'VV- A04.06 -feet,, to theCenter West J line offh NW 1/4 SW 1/4 -of s6d,Secti feet, to S171 10`115�� -1413'.'37 the S­oiftheast' IA 6 cornet of said Section 0; thence I n theeasted I line of the 1/4 SE 1/4 of said Section 9, "SO 163,� 50TV 147,5.32f6 t1fe East 1/16 -bom6rof said Section 9 and Section 16 of saidT,,- sa IS the westerly line-of, saldSW 1/4St 1/4, 140134 1VE 1601.52,fuiet, to 'the Center South 6u w intpf Beginning, (00269750.DOC / 9) 1007365.7 8"30'7W 1593,20 ,Containing 9,22. 16 Exhibit B Special Warranty Deed to the Tank Site {00268750.DOC / 9} 1007365.7 RANTY DEEP [Statutory Form _ C:S. § :3 - 30T3151 TRAER CREEK. -RP LLCM 'a Colorado limited liaiiility coi3%pany whose street address is 101:.Fawceit. road, °: uite2lQ,Avon, Ct torado 8,t62Q,'County of Eagle, Mate. of Colorado,(" Gf antor' ), for the considerai c ri €�f ten dollars ( 1 flm) in hind paid .and other good and valuabio r- Onsideration, tie receipt and sufficiency of�yb ch arc he re y b ._ , . acknowledged, hereby grants, ba- airs, sells, conveys and confirms unto UPPER EAGLE REGIONAL WATER AC7TH RITY, a political subdivision .ofthe State of Colorado, whose street adtlress i `846 l±orest;Poad, Vail, CO 81657, County �iFEagle, State tif:Colordci ( "tame " }, andrarztee's successors aria assigns °forever, a cC simpleictcrniinable estate, for so long as the Property -is used. for the cons tru6tion/operatioti cif a water storage tank, but after seventy -fZV.e {75) years -this restriction shall terminate, in the Fallowing zeal prolaerly {``l'z.opei ty "} "Tract J , THE VTI,LA E <(at AVC)t�) -FILING 4.-accord ko the flat r+ecox t1e , 2013, at Receptimi No. , COUNTY0P tAGLE; STATE Off' COLORAI?G. TOGETHERVITH all its appurtenances, and the reversion and re "Versions, reit cinder and ren ganders, rents, <issues arts profits thereat`, and al,I the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to the Properly, subject to all matters of record, but free and clear Of 411 liens and encumbrances except as, noted belgv�. 'TO AWE AND TO HOLD the`Property above bargained and described with the appurtenances, onto Grantee and Grantee's successors .and assigns forever, Grantor, for Grantor and Grantor' -s successors and assigns, dries covenant and agree that Grantor shall and Will WARRANT AND FOREVER DEFEND the above bargained Property in the quiet and peaceable liossession of Grantee and Grantee's successors and assigns,, against all and every person or persons claiming the whole or any part or the Property, by, through or under Grantor, .except taxes and assessinents .for the current year, payable in 2013; and, < TBD) > IN vl '9S WPIEREOr; the Grantor has executed this Special Warranty Deed on the date set forth 'abOVe. . GRANTOR: TRAER QREEK-RP, LLC By Title: (00265750.DOC /9) 1007365.7 T h s E ClvL��fil1 J ss. CC3tNfY OF The oregc ulg utstru ii rit ryas idldi ,i t led cdbcfoze nie tl is d 2019 lay s of TRAEP CREEK -RR LLC, a Colr�r�do liinxted ��Ulity co�npazty. Witness my liana and official seal. My commission expires: Mary Ptibl c 100268750.DOC / 9} 1007365.7 Terms: 3. 4.1 {00268750.DOC / 9)1007365.7 Exhibit C Design Costs Agreement '`}`pr ��g�� R�gi�irial v'ater Autbarity {t�Z� "A� #h�rzt j") Traer, Creed NMetr*lha- Disjiet (" TCMD') sial by n� vblgatians ;ur�ter,hegrementsetwn' the Auihort3r and the Consultants: a %;t Zt "Eri necri ig & sf� sr nst are thin $ fi� 85, the aln of the Rr sCc%Cted%ncQUnt sib. rpl_ ter # Avtia%irty fc�x assts date to tht cogs #rzt�tio'ir' tTZe tc+za e'I'a k. 6;585 b t eAt- orit zr acc� iCtlAnce- ith t e terrns'.;af th`i green ent and j ) Tank s d ziei ver�d t�'fhe ,� �tht}rity. This A,greemont,T.s entered inio ,and effective as of March 6f i. �'raer i�re�T�etri5�itlitan I�!i��iict Its T�'esiderit U r t3tlio ty, y inn B {00268750.DOC 19} 1007365.7 Exhibit D -1 Special Warranty Deed TCMD to Avon (00268750MOC / 9) 1007365.7 L- 1 GENERAL WARRANTY DEED This General Warranty Deed dated this clay of December, 2012, is from the Traer Creek Metropolitan District, a quasi municipal corporation and political subdivision of the State of Colorado ( "Grantor "), to the Town of Avon, a home rule municipal corporation of the State of Colorado ( "Grantee"), whose address is P.O. Box 975, One Lake Street, Avon, Colorado 81620. For good and valuable consideration, the receipt and sufaiency.of which are hereby acknowledged, Grantor hereby grants, bargains, sells and conveys 'to Grantee all of Grantor's right, title and interest in and to the following described water rights and related interests located in Eagle County, Colorado (the "Water Rights "), free and clear of all liens and encumbrances: (a) the water rights described in Exhibit A, together with all associated rights and benefits of the plan for augmentation and exchange decreed by the District Court in and for Water Division No. 5 in 'Case No. 97C )N7306 (the "Augmentation Plan "), together with all associated changes of water rights decreed therein; (b) the historic consLunptive use credits dedicated to the Augmentation Plan. and described in the attached Exhibit I3; and Together with all diversion Glitches, pipelines, headgates and structures, pu>nps, casings and other improvements and easements associated or used in coirnectior with the .Water Rights (including without limitation rights of- access thereto) as becomes necessary from time to time to provide water service to the Property described in the attached Exhibit C ( "Appurtenances" ), reserving unto Grantor all rights of access and use of the Appurtenances to the extent not required to provide municipal water service or raw water irrigation service for the Property. Grantor, for itself, its successors and assigns, covenants and agrees that A SHALL WARRANT TITLE AND FOREVER DEPEND the Water Rights grid Appurtenances in the quiet and peaceable possession of Grantee, its successors and assigns, lgainst all and every person or persons claiming the whole or any part thereof. TRAER GREEK METROPOLITAN DISTRICT, a quasi municipal corporation and political subdivision of the State of Colorado $y: Name Title: {00268750.DOC / 9)1007365,7 11 -2 STATE OF COLORADO COUNTY OF EAGLE The foregoing instrument was ickbovil6dged before ine'this day of 2012 by on beWf ofthe Traet CfeA Metropolitan District. Witness my hand and official seal. iMy -conirni8sion expires: [SEALI Notary Public {00268750.DOC / 9} 1007365.7 D-3 r+ GV V �+t {00268750.DOC / 9} 1007365.7 D -4 U � W AU [� i Al 5 ?� v yf, N D rr3 3 p 0 N M is Z , c v x V � � Q W !q FA R w �fl Rf �N C7 'c7 a ai o ig ro ,tom N C d cl w U 4-, b U m � 0o W� Wo W �y i2 Cd m ° t � qj 11yy W a4 N {Q co .N V W It N Co U. o C) d o Q a v TO o 0 -N '� ;� J 5 ,fiJ ti: t�� CON C+l �( C"4 co 7 ACS' 1 .W C11 fJ O C=) Q Tj C) 110 It D Al -N C`ll Vy I a G? j ill CJ •N t0 Ri ' R1 CJ `rJ G � N 'LS •� C�1 4O .. h7 !'6 .O _V Q U Vl GH N V N � �N tJ O N V M ttt C1 Ol N ;m Cl CN n UJ -CIJ 00 GJ dJ � � �� 011 �q CO, o o � ° d in m o a r ' O C) m m o 0 o a� iq ,o N N o 0 o rZ O N 'd �'an5oa,, ^or pno 0 A'Z o ci# {00268750.DOC / 9} 1007365.7 D -4 U � W AU [� i Al 5 ?� v yf, N D rr3 3 p 0 N M is Z , c v x V � � Q W !q FA R w �fl Rf �N C7 'c7 a ai o ig ro ,tom N C d cl w U 4-, b U m � 0o W� Wo W �y i2 Cd m ° t � qj 11yy W a4 N {Q co .N V W It N Co U. v H Y/.f(1 M }(l Ofd Q H Q � Q Q a3 c , P. "C) ' rM ' ° p •o o cs o co o o; �s c� pN 90 C). ' 'O ,-,. N O C? 6 . u t7 O 0 m w 0 1-1 N GQ Cy O ;• ,rd U 'ry} O U c, ,O iV O N z 'O C"• `+U-' �' -r'= 64 ''', OHO N cc CEO QUO 000 01 I ,bJ3C> z z n z O � U un z {00268750.DOC / 9} 1007365.7 D-5 EiBITC PARCEL I DESCIZIPTIE?l 'That part of f1le E 1 /2 of Section, l2, Towjiship 5:S Meridian, l3agle Cciunty, Colorado,.according to it Township and Range, a.ccetited Septerixbcr 7 , 197.E Land Management bl- Was&nj 0c , D C., together;, 5 South, Range 81 West of the Sixth Principal Me the IkepenJei t �estuvey ofsaid `fownship:and Ra. Denaffinent oftlie ulterior Geritral Lanni {3fflce in 82 West of the Sixth principal it Resurvey and Survey of said artrrrent of tho lrteriot Bureau of Sections 7& 7, TownAir County, Colorado, according to d Novertib„er 1, 19'43 by the 1, WC— described as a whole as Beginning at tilt 14oxthwest corner of said Section 7, thence along'the northerly line of said Section 7, NIW49'24 "E 2791.46 feet, to the.NoAh .l /4;corner;afnaidl Section 7; "thence, departing said ilbi� her`ly liiie, along the easteriy lint �f the N Vl 1/q .of said Section 7 'SO O °1.,;1'12 "E 2621,00 feet, to the northerly right -of -way lnie of Interstate`l-lighway No., 70,,as described in the deed recorded in Book 223 at rage 982 in the office -:af the Eagle bounty, Colorado, Clerk;Afid Recorder; th6ke, along said northerly right aF way line, 569°28'35 "E 1964$ feet, to the northerly line of-the. SE 1/4 of,said section 7, thence, along said northerly line, N89050'40M 2572.71 feet to the West 114 corner of said mlesterly line of said Section 8, N0o °10'53" W 2738 19 feet to tilt Not- hwest;corner of said Section 8; thence, along the liorfhcrly line. of#ldl SectiOii 8, NW4__O'.4' VT 2.758:98 feet; to the North 1/4 corner ofsaid $ection 8; thence, continuing along said, noxtherly line, 88 °42'5$ "E 850"00 feet; feet; thence 527 9 391 0 "*.2121 S9 the easterly line of the SW 114 Sw SO 4. ,,3'13" 1 .&3:34 feet, to the S( southerly line of-said Section 9,5'N8 Section 9; thence, along the ea- st6fl, cenfierlint of the Eagle River; thenc aciuce }; (1} X89 °24'49 "W :1037,90 538.00 feet; (4) S82 °33.11 V4595 . thence, al©ng §kidl westerlyline, N( Section 17; thence,Iorrg tilt north' Southwest corner of the SE 1/4 SE S13114'SE 1 t4, NOQ41$ti7" L 1398. the southerly line of the NW 4/4 SI 1/16 corner:ofsaid Section 8; -thenc Section 8, N89 °,58'35 "W 1366.46:1 .,1:..,,, -PA­ dill 1 /A cizr i in t; thence Soutb . of said Section lime of said Section 17,`501 the following four courses bet; (2) N86 007149 11W .4T2, 5 feet, to the westerly line d S "W 22774 feet, to t ly line,nf said Sect ion 17 E -of-way thence ;the folloing ten courses" aloe arc of a curvc to the rzgI 'h 'ng ' chord ihat'bdarsN74°30'.09 "'W 13? the arc of a curve.to the left, having 100268750.DOC /9)10073653 D -6 feet, eiice Sl7 038'30" E 1593.20 tleiice .East 2595.53 feet, to on g said `easterly line 4'W 1/4; theriO5 Along the Sotithwest corner of said P49 "E 170.00 feet, to the the s3TE '137 ae of said /4 of said ection 17; r4 corner of said E 1316.69 feet, to tlie, wcstcrly line of said ;choir 8; thence, along 333.58 ,feet, to the CS I $W 1/4 of said on 8; therice, along the 3 feet, to the Southeast :ion $, N89 °32'28 "V, 1e Western Railroad, 13.2,91 feet along the of 03 °44'42 ",°arid a {3) 231. 12 feet alona g1e of 02 017'28 ", and a chord ihat;bears N69 °46'32 "W 231;09 Feet, (4) 800 °14'31" 21 20.feet;,(5) 1142 501'ect *long the arc.bf a curve to the le t, having a :radius of 5759.70 feet; an infernal angle of I7 °2]'55° ;and a, clror 1. liatYbears.AT76 °32', 2''W 1 Q0,63 feet,'(Ez) N8?°13?00' W .] 13:6 53 feet, (? }`5 8.06;feet along the arc of a cube to fire rrgtt, bavrrg a xadius of 1880 00 feet, n tnterfral anIe of 16 °`42', It } ".= aridachoicith�tbea�s%I73 °5.1'.55 "Wo46.11 feet;'�B�I�r00 °1.2'.23 "W,22.0�fect; �9>} rl the arc o f a euryc to tlrc right; havrrig and a chord that bears Nfi4 41 55 "W,28 tc Town offAV6h by'Ordi6i rice $6 -10: �'l) N64 °22'00 "W 2064;00 feet, (2).96 5,9 feet alorig:the az`c of a cwVe to the 1dfl, aNiing a radius ;of 3. 327,.50 feet, an niexr l angle :of 01 °37'QO' and oftivay line and existing Tower of Avon litre cif the parcel °annexed tit the To;(AiA -of way tin �orirses aloi as a, icing eif caleuIated distaiice.and belrin of 589.5' ''i" �'I192.32 fec record tiistatace and 1�earirrg<<af 589 °57'07 "E'1184; °l4 reef); to rice westetiy hrie of s icl Section 7, tlieiice, along said,We"sterly: line and exist ng'I owir c fAvon Boundary the following course ;along the easterly line of th, :. parcels anne�ed;td the T6M of:7�. on Iiy Okdiiia ice °81 -20 acid Ordinance 8l 34 ,'a frreasured distance and bearing of NW'O' 1'2, T" 132 i ,S4 feet (record cl s #airce ancl`t?earing of N00 °10' 14 "W 660.82 feet trey Ordinance 81 -20 and record distance and bearing of NO0 °10 1 "W 66(},53 per Ordinance 81 34j, to the point oibegirnrg, containing 967,07 acres, moire br less, EXCTP.TFN?G FROIvi the foregoing parcel description all poi`libris of the described property hlatl constitute the lnterstate 1tghway No: 70 Right -of Way acid the Denver Rio Grande Western Railroad Rigi t;o 'Way, which portions contain `99,24 acres, more or less, The net area of the parc el 'being inelrtded in this annexation is 867.83 acres, more or less. {00268750.DOC / 911007365.7 D-7 PAACEA,.,�� IjE 8MPTION 'ghat , pplt, Meridian, as morb orless, (00269750DOC / 9)1007365,7 D-8 Exhibit D -2 Special Warranty Deed Avon to Authority {00268750.DOC / 9} 1007365.7 D-7 SPE CIAL NVARRANTYDEED This-special Warratity Deed dated ibis _Aay.ofDecember'20l2 is from the Traer Creep Mttxoliolitai District, a qu yn ipq, corporation and -political subdivision of the Statd r�to?) ipal corporation the State of of Colorado (�G to ffic, Towmi of Avon, rule rir=16' 'of Colorado.(" 0t 66"),;whose a.ddfp8s-i-s P.O. Box 975, One Lake ',Street. Avon, "Colorado -8,162-0. Fpk,g0od,',and valuable consideration,, theybechA and sufficiency of Which are hereby acknowledged, -Grantor hereby grants, bargains, sells and conveys to Graritee .all of G-rantor!s right, title "and interest in to the T6110'Wirigdescribed water rights and related interests located in t, wiletomA , Colorado (the "3iJater ghts"), free and, clear of all liens and eiicuffibrdnees: (a) tliQu,4ter rights described iii,Fx bent-fits Of the plan for auginentatiawand tk6li6rige decreed by the District Court in and for Water Division'No. .5 in (�a'seNo, 97CW306 (the -',Au�krneritali6nPlari'), tqg6th&rwith all associated iated dianges of waterfiglits decreedtherein.,, (b) the luistoric -consumptive use credits dedicated to the Augmentation Plan and described in the atfaoh6d Exhibit 8; and. Together with all diversion ditches, pipelines, headgateg and stimftl casings res�PUMM, and other improvements and easements -associated, or used iii (inch ding -tiv jtbputIIin,iifdtioInTikI#4s of access thereto) als'becomies-Di eces sary.frbin time to time to provide water service to the Prope -described in the Attachea ENhibit C,('4puirforiancW), ;ty, reserving unto Grantot all flobts of access and use ofthe Appurtenances to the extent not required to provide municip4l. water service or raw water irrigation service for the Property. Grantor, for itself, its successors and assigns, covenants and, agrees that.it will Warfarit, title and forever defend the Water Rights and Appurtenances in the quiet anti peaceable possession of Oran e, its successor's d agairistAll ev p6tso , or , otisons te sprsan. assigris and cry , 11 claiming the whole or any part tticro6f, by, through, or under Graiitor. TRAE R CREEK METROPOLITAN D ' ISTRICT, aq quasi municipal, corporation I and political subdivision of the Mate of'-.'Cofo�r'a—do Title- (00268750.DOC /9)1007365,7 D-10 STATE, OF COLORADO COUNTY OFEAGLE Thefokegohig irl$tfbJl6nt was aoldiqwledigdd before ilic this day of 2012 by -9,n b6)jMf of fhe Racy Croek-Meiropplitaii . itnbss hiy- hand grid bf-ficial seal 'My cbmitission expires: Nlofar'yPublic (00268750.DOC l9} 1007365.7 D-1 I 6-r G y {00268750.DOC / 9)1007365.7 D- 12 Gl UV O O � A Y O � 7 lU r*1 AO f i �p w [i 0 - t:ilty. Qo .¢'' f, /T .tai .'rCA% Nt > .. r M Jo t- p 68 A m n rn - -CD 0 0 C W0�0 N �#e1 cl 'p U r!' O "•--� O C1 c1 r cfa rn a a o 0 o iK o u v 6 t'1 I-P. Z+ Z Z U l A�- Cq A Q q �1 Gl �1' L1 tz O � 'G1 'C% 00 Cl `O CN Sh. W -00 DQ 00- 00 ON t71 ON VI M Q O rte± �O C) 0 C7- � r C C\ w00 C ON ON to ON rn t v o a o r o AN z b t u o cai �w _0 c"C z H [H ol {00268750.DOC / 9)1007365.7 D- 12 Gl UV O � A O � 7 � d �p w [i 0 Qo > Jo t- 0 Ci Gl O ;-i '40- PAI 0 . cl 0 cs O rn 5 (00268750.DOC /9) 1007365.7 D-13 ml \0 In vu i2l In O C5 -c::, 6, 00 os is 0 rq C11 tn 00 ih am C'j ti c, 2 W,;B Zo Zo E,— In ti 8 1p, Cl o A-1 (00268750.DOC /9) 1007365.7 D-13 EXHIBITC P.ARcru, i D-El scRiftION That P-Art of the E 1/2 of Section 12, Township 5 .South, Rango 82, West of the Sjx,th.I?rift6ipdI Meridian, Eagle County, Colorado, according to the Dppai.iient'Res-Lir-veyacid S-urN,ey of said Toqiship,and.Ra-n' e�, accepted September 7 1977 b -y the Department of the InteInterior Bureau of -,�jqj jp LaiidManageinctit'in�iViisiiingtoii,T).C.�ltoc,eflier,withpaft��of Sectioi-is'7,8,9&17,Tb shi 5 South, Rallad 81 -West of thq,Sbith Principal Meridian Eagle Coutily, Colorado, according to accepted -hit shington, described as a whole as Department of the Mot General Office JhVa follows, , Beginning at the Northwest c�ornerof said Section 7'- thence along t . lie northerly line of said Section 7, NI 88049'I 24T 2791,46 feet, to the No, itl 1/4 or ne. r"o f 8 - aid See - t i 0 1 7-,; :thence; departing said northerly line, along the oasterly lin e of the N W .1/4 of said $eption 7; S'00 °11'12" 262 1.00 feet, to the northerly right -of-Nyq-Y-111'16 -of No. 10, as at the Qf ceo-fthe Eagle , �oupty, described in the deed recoxdedinf3odk.22� Page'Wint" Colorado, Clei-kA, anti Recorder; thence, along , sd- " iibiIti.etiy 96A3 fcet, to the northerly line the SE 1/4 of said. Section n 7; thow, along saidnoftlickly line N89-50'40t, 2572.71 feet, to thelYest 1/4 corner of said S66tion 8; thence; along the Wester I Ily line of sRid Section 8, NOON 0'53''W27,38.19 feet io the Nolt,tl,i,westeoiiierofsaid'Sectiolls; _4 ' : 1 -11. - thence, aloe tb6-nbi-th6rly line 6f,!�aidSdt�to'ti8,N88'046'41"P,,,2758.,'98f-cdL tblhd'Nott�-1/4 9 corner of said Seplipi) 9; thence, continuing along sai4 npAhm-ly line, N '58"E 850.00 feet; tillen-ce, dqpart'.. 9 said northerly line, S56°36'60"E 1,274,62f60 L; thence S17'38'30" 1593.;20 feet;' , thence S279-3 9'30'4W,2]2'1.59 feet; thence 864'899.9� k thence East .2595.53 feet 10 ' " - —,- � I--,' — )-,-, , 1. � feet; -1 , , F- , C, feet, - the, easterly line of the SW 1/4 SW 1/4 of said Section 9; thence, along 8,qi,d I' easterly y ine S01 0'33-'-13'V '610134'Bectto the Southeast corner of- said SW 1/4 SW 1/4; fh-11ce itlohi the southerly line of said Section 9 o 1 89-55,04"W 1371.96 feet, to,the Southwest corner ofsaid Section'); thence, along the easterly line bf,said Section 17, SOI 941'49"E 170,00 feet, to the centerline of the EagIcAiver; thence the following four courses �Along said. centerline. (Filum acjqcc): (I)N89° 449"W 1037,90 ftet; (2 6t '49"W N86007'49"W 472 00 T6 1; (3) N89029' 538;00 feet; (4) 8 V'3 3'11 "W 595,15. feet, to the westerly line of tbe-NTE. V I 4:ofsald Section 17; then,ce, along said westerly pster line, N00 °20'55"W227,74feet to the North 1/4 corner of said ,fq Section 17; thence, along the northerly line of said Section -17, S89 °23'36" T 1316. &9 et. to the Southwest comer of the -$E.1/4;SE 1/4 of said 8666oh line of said St 1/4 8t, 1/4, N00051367'79b0s,.9,0 feet, toihe St"I/I - .corner ell �6 s�i Sqce1pn,-8;th thence, along the southerly lifte.of the MV,114SE 1/16 comer of said Section 8- thenci Section S,N8905^8'35"W 1366.4 easterly - line of-the SW 1/4 SW) career bfsal' id 9W 1/4 SW 1 t] 529.2g feet, to the.northerly righ thence the folloWing ten courses are of a curve t the right,4ayinj chord that beats -T70'30'09"W I feet. to the CS long the so-Litherly'line,of the NE 1/4 $W 1/4 of said to the SW I /16 6'oriiet of said 8 1 eetion 8 thence, - alona the aid id Sqction&­;�90°-9187T 1376-,08 feet to the Southeast . - � '11 I I . 1- -- I . 11 , 1 1: - " fleet, 7�, - 1 :,- 11- �- along the southerly line of said Settiont, N8913X,28"W ,may the are of a curve to the left, having A' r-Adi us (00268750.DOC /9)1007365.7 D-14 the Denver and Rio Gtafide Western -Railroad, ilie-ely right of vay line: (I) tied alongthe ►3A feet, an internal angle e of QP4442?'I and a ,V,52, 89 -f 3) 231.12 feet,a along N68037748" - 7. eet, I 5779.701 feet, an internal angle of 02'l 7'28". and a 61iordthat bears N69'463�'�W 231.09 feet; (4)SOO"14'31"B21 20 feet'(5) (5)1142 `50 � choral - bears � . I .- - ­ I - ­ I � 11 -1 11 1 1 'feet; - 9, the at�, of eaifve tothe left. hazing 'a radius of 5759.70 f6t,,ai-i 11iterrid] angle ' 55"- and a ohord thab s N,16932'02 "W 1140.0 feet; (6)1 82°1V` 1136153 feet; (7 548;96 Beet 'long th6zrd-bf a dbi'Ve to the -right, having a dlus-ofl,880-0 , ia 0 fe ot�aniute, Mail of :a A chord :thatbee(isi�i73-051-"55"W-.546.1-1 feet; (9) 28 (feet along t 1­1 1_1 - a fe 09'th6 k6ifV61-16 fh6 rig1hi,haVifig �Afadins of 186Q,-QO,f&�t,--Ab'i 'I azigle of'00°51'50'x,' .' and a 6bord that bears 1tiT64041'551W28 04.*f6e '(l (3} N64-22'{?0'7W377A:Ofq0; thence, departing skid northerly right -07Way line S25P38'00"W- 1 00,00 feet; to the southerly right-of-way line of the Denver and Rio 'Grande Wc,tQrnRailroad, also being on lhe,-,cxi�sting d own 0 Town -oifA,�v6fiB6`6iid-­ 11 61 'T f ary; , ienqqI P way 14C �Mil, -existing Avon B , o-Liildary,itio,f6llotvjng'ilirce conrses along the northerly line the ,parcel . exca'to the of 2064.00 ,, 'f t-"(2) 968.-59.fe t lon: Towii" Ay6n.- WO: 86-10: (1) N64'22.00"W 6e 6 if gthe -01 °37'00 ", arid a arc of a curve foih left, having aradibs of A327,60 feet, ChQto that bee W( as '30"W 968.56 fd& (3)-N6'5'5c it-!of-;way- line and exis,fing Tom I y line of the 6-pzikoel anqex6d to thence, depar=ting said s I qqt: , I- 'e parcel annexed ed to the 'Town n;t, to the poithefly ri&t-Qf�-Way e Sorttlxeast corner of Lot 22, rig ht-df-w Py I" , e" aril continbJlf two cobrses along the Oastoriy. 4pfiRe4 jn,Ordinl ce784:.(J)_ rearing of 1123 2, —2, t), to the sontherly line of the ,iw line and existing Town of 527.60 feet; t hcric6,,continn i ng 'lie ypn:Ropndqr Town ok Amvbn"by Otdiriahcd `8 1 -3 8, right-6f=-way I the and _o 6ntinuing von 'by Cirdiriance b1l of the -V 16 of file of ig,qgurse S8905TIOTTITS41J.4feet) fc;&Ns�6§tokiylin_6of ­ds'cion tl-i6ii.d6,, along 8aid,.westeriy iino', a' rid existing Town of Avon Bo' �'ffic 6110 mdar. win qou se along the easterly Iftie of Oarciels, 4nAqNq4tbthdTown -&AyohbyOrdinance 81-20akid Ordlri ante -8i-34, drhoa8ured distance and bearing o I NOO'Il TV 1321.54 feet (record distance and b6ilrig of 1100010'114"W 660,82 Peet pet'Ofdinanbe 81-20 and :r&6fd di§tajice -and bdatingof 106°1 0`4 VW 66{7.83 per Ordinance 81 -34), to the, point of beginnirig, containing 967.07 acres, more or less, EXCEPTING FROM. the foregoing parcel description on all portions of the describe ' d property that constitute theIriterstate, Highway No. Right-o f-Way and the Denver R_ io Grande Western Railroad ilroa' W' ght'-of­W4Y, which nortions coniain,99." 24acies,,m6re or less, The jiet.aroa of the parcel bed Ing included in this atnn'exatioii is 8.67.,83 acres, more or less. (00268750.DOC / 9)1007365.7 D-15 PARCEL 2 DESCRIPTION That P*I -t 0-8uc ions 8,9 & 10, Townsbi - -_5 South, Rapge 81 Wf,§t,of the Sikth Principal _p _�sa _­nshi and Meridian, Eagile'Couiity, Colorado, according' td the Dependent nt I�pgirveyp.�_ id f�w 1p.... `P*�1 49PPPV d No'vbmbef 1, 1,943 b- the D�epattmefifpf the IntckibrGehqda�l Land Office in ' _N .-"- 1­1 � I "W e W�smngion, b.0,,d described as fallows:. Section 91488042'-' 9; Chence, along the tod, to the 8011til l/4 SW thence, along the f:,Ob,tl to ' the South SE 1/4 of said Sc and Sectio'n'16 6' thonce, along the 114 corner of sak 1601.52 feet; to t SOI,03,13'13'V 9( easterly line,lihe Peet; (5) N516' moxe or less. 0 f ' 1 '0aid Seefioh ee,'c nfihWng along said Motherly line;,I, said Section -1 0;'lliertce, 41png,the northe 23 feet; fliende, departing said northerly SE 1/4 XW 1/4 of s',.4id'9cctio`_ I_- ihe'fic' '_� '%., , " -, "' � " 11 _7 10 5'�32��Y:W,1304.06'fed� lot eCent&rW steely lin , e,'oAthc'NW 1/4 SW 1/6� ,o 04 st'l/16 comet ofsaid Section 1 thence, '47"W'13 84.,"91 feet to the Sotith I /16 ,co iAerlylihe of theN'E 1/4"SJE'1/4 of said; ,t 111,6 corner b"T said Sedti6h 9; thence, nl _e on 9, 801'33-*02"W 147532-f cl,lto the ,� yid `176w.nship5.SOth,g, 68.1W6§tbf he, northOly line of said -feel to the North 114 co_'_ *,bf 6243 12 "E 12.60 feet, to'the line of 5,ai d'$&tjQij I% S01934TTV to M6 ibornerof said8e0tion 10 ; fi6h 1-0, SW3260"W 1349�3�3 Dg4i�e I sonthetj y I i no :. of'said I I NW ,let gc6t!on '5,; thence, -at6n-gihe.southerlyline S6 - cti.oft 9,S86,007"3WV 1378.19 feet, to fh6 s6uth-West i/I 6 corner I" If , "' 1/4 SNVJ/4 of _S id Seclfipn (ig! easterly npe o Allic SW a-, the existing Town of Avon Boundary; thence, departing said vp courses along said pNistj4g,Town of,Ayog Bqp4d'aty', (1) West 3 2121.59 feet; 1 70 3 " 8730 , W 1593.20 11 .62 f6et,' to 'the True Point of B6gituiiil'g,:cbiltditiink922.16 {00268750.DOC / 9} 10073653 D-16 Exhibit E Pledge Agreement {00268750.DOC 7 9} E -1 80-1 December 4, 2012 Draft WATER. TAI . I BO "NDS L 0 E AGREEME' NT This WATER TANK BONDS PLEDGE AGIE EEMENT (the " Agreement" or "Pledge .AgreeFacnt "), .is made and entered into ant, dated as of _, 2012 by and between 'TRAER CREED M8TROPOLiTAN DISTRICT ( "TCMD") a quasi -rn ihicipal corporation, and political subdivision of the State of Colorado .(the "State "), TIM `VILLAGE METROPOLRTAN DISTRICT (i`v " and together with TCMD, the '`Districts°) a quasi municipal corporation and political subdivision of the State, .arid UPPER EAGLE REGIONAL WATER AUTHORI 'Y (6110 "Authority' ), a political subdivision of the State. RECITALS WHEREAS, TCMD has previously issued its Variable Rate Revenue Bonds, Series 2002 and its Variable Rate Revenue Bonds, Series 2004 (collectively, the " Outstanding TCMD Bonds "); and WHEREAS,:paynient of the Outstanding TCMD Bonds is secured by certain revenues of the "Districts, "and also by an irrevocable 'k tter 'of credit issued by IDT, PARIBAS, San'Fra 3cisco Branch mid WHEREAS, TOMD and other entities are parties to that certain litigation (consolidated civil action Case No. 2008CV3 &S, Eagle County District Court), and have entered into that certain Settlement Term Sheet dated October 7, 2011 (the "Term Sheet "), to ;set "forth, the agreement of the parties concerning, resolution of various disputes at issue in the litigation; and WHEREAS, TCMD, the Authority, the Town of AVon (the °`Yawn ") and. Tract Creek LLC have entered into that certain Traer Creek Water Storage Tank Agreement, and Second Aniendi-nent to Water Service Agreement, � elated as of 2012 (the "Water Ta k AgreemenC) to "in ; pleme it certain provisions of the Term Sheet relating to the, construction of ;a water tank (as more particularly 'described in the Water Tank. Agreelierrt, the "Tank Project'), aqd to address othe • related matters; and WHEREAS, the Terin Sheet and the Water Tank Agreement_ contemplate that the Authority Will issue bonds to finance the coirs€ruction of the Tank Project#he ""rank Pfoject Bonds"), and that TCMD and VMD will pledge and pay to the authority the "Annual Dent Sell rvice 'Obligatia e' (as snore particularly defined and described herein); and WHEREAS, the revenues pledged herein to pay the Annual Debt Service Obligation (as defined herein) have been pledger. to pay all atMunts clue to BN'P (the" 'RNP Pledge') under the Amended and R.cstated 'R6- bursemcnt Agreement, dated as of tune 1, 2004, by and among the Districts and BNP ,(the "Reimbursement Agreement "), and BNP has :a_greed to consent to release the amount necessary to pay "the Annual. Dent Service Obligation from the 310 fledge; and WHEREAS, TCMD, VMD and the Authority are entering into this .Pledge Agreement for the purpose of obligating'TCMD and VMD to pay the Annual Debt Service Obligation to the Authority, and for the .Authority to agree to issue the Tank Project Bonds, srliject to the conditions and limitations :set north herein; and {00268750.DOC / 9} E -2 WI-IE�lttAS, „Iinpleiiientatioft of the settlement contemplated by the Term requires the s, tjsf6cti6ft of various mutually �44c#oen� including but .,not Rini 0 lwls, mO_ fqo to the _t�&b 'b” . I _�s­ f various, 'erm t (such restructuring of the Outstanding onds in Accordance With the I Sheel restruotdfing b6ingb6fefr6d tol4eiti -as the "TC-IMD Bofi'd:)�ejssfl&" and the bon'--ds issued iii :therewith referred -Bonde) in a .manner 94 Ti ewi - being �referr to as, the TQ ID Refunding sufficient to" among :o&r things, facilitate thb-i-i-If by TCMIJ_and VMD o -this P-16dgd pe orniance Agreement; and, WHEREAS, AS, e6ftain, dodume-Ats i64ilifed to i nplemefi fthe I'dim Sheet are to be "deposited o pursuant to -a master escrow agreement be "T scrow Agreement") into,escro�kihe "Escrow" ), subject orcease, eive - r, y� grid recording I I upon el 6 s in,6 of the TCM,T) 11 p hd Rei-Issu' - 'a nd W!IE0A$) the Districts have `defcr inh - ie d and hereby determine that the execution of this Pledge Agreement "is in the best interests of the Districts and, the residents; iroppi. f y bAvMers, users and taxpayers thereof. AGIZE Ei*RNITS NOW THEREFORE, for and in consideration of tlic pronlisesand the motual'CoWnalit covenants and stipulations befeirt, the parties hereby agree as fbflows:, ARTICLE I -DEDFINITIONS , 8ectioh 1.01- Interpretiftion. Unless otherwise provided berein;Jhis Agreement takes effect on,thOr4pipmentation Date and ends on the Termiluation Date, jpj4is, Agreement, nmess the Context expressly indicates otherwise, the interpretations and meanings 'set .forth below shall apply: The terms "herein," liere-underil' "hereby," "hercto," "'hereof' and any similar terms, refer to this Mreeffieht as a whok and not to any pa4i W le section, 'or subdivision hereof; the term "heretofore'" means before -the, date of execution of I f , he A&ecM'en(; and the term "here'aftee'ineans after the date of exe6uti6n,6f this Agreement. -(b) All dofinItions, terms, and words shall include 'both the,sihgular and the pIural. (C) Words 0 f of thefemmme and neuter gehders' ,:and ­ 'o- ds >„mporting th e singular number include the'.Dlural mffibbr and vice versa. The captions or ,headings q ' f this Agreenietitarb for o i nven dne, only, and In,nO 4Vay define, limit, or describe the scope or intent ,dl`4n .provisiop,..4rticI n of this Agtdeffient. (e) Alt schedules, exhibits, and addenda referred to herein are incorporated herein by this reference. (00268750DOC / 9) E-3 Sccflo,n 1.02. Obfinitions. As used herein., unless the context expressly indicates ,otherwise, the words capitAE& VhToqgbout,&--text of this Agkoomont4iha have the respective cix- parentlaet deEnbdl .et W.h_6,r6-ih this -Ag re xn,erit. (a ;Annual ,Debt Service" means Pfind!pdi'p'qyh' I6ftts (including =ato shaking pp afid interest ts 6e in any e lep.d aryearpri,the Project Bonds, "AhndAl Debt SerVi6c !qn igg-t- '� -, is, for each calendar year or , -Portion,of a calendar year in which any Tank Project Bonds are du ding , or forthirt 'y (36) YOO, $0116W,ing"thp date ofissp�mjQQ,:of the "`Tank Project Boards, y�Oi t s c occurs, the fiblourit , set f6tea I b such calendar year or portion of -a oalend ar year- on the -then .applicable A*41 Debt `,$ervice, Schedule. :once the -Annual Debi 'Service :obliga�-oti,�i,g, established ,by the issuance bf Tank'Project Bonds, -Itshall not be (bift-Iijay jie,dooiqascd) clue to a refunding of the Tank Project Bonds vnthbutl I be --written consent of TCMD and BNP (so long as BNTP is the provider of iiquidity or credit ,enhancement'on TCMD Refunding BO­r ds Or`.A­hv' ahlo ants are due and 9-wing to BNP by TCMD in 'connection with "such 'TCMD R6ffiridlnig Bonds or the Outstanding TCMD Bonds). 1h,the event "that' any payrn-pp t due 16 fhd,Au hoijfyjs not inddewh6hi , clue, the i Annual Debt Setv ce ObI igation shalt also include interest, attorney's fees and costs as herein pro- -vided, (c) "Annual Debi Service Schedule" means the Schedule to be attached as Exhibit A to this Pledge Agyderiloht upon the issu'an'cia 'f any Tank Pr9ject Bonds and -, I . " , i I I , -, - — 6 ap) circumstances set herein, in accordance 8e&tion:,2, h r the other 0i hereof. To dkton't'dh 1. 16 of Tank Project Bond "t' f' pot ion p ,a-pri-_ d Bonds, e­ Tank . Project e Annua. Service .Schedule shall be -,substitute or revised, as biore Particularly described in Section 2.10. ifty- means Upper tagle Regional Water Authority, or its successors or "as signs. (6) 5413P's-Ifiless Day" nibans a day on which banks or tnist companies in Denver, Colorado, are notatAhorited or required to remain closed and onwhicli the Nevv York 'st b-ok EXcl3ange is 6f closed. " beclaratibh (Commercial Areas)" nieans the he Deolarationd Covenants for The Village (at Avon) ,Cofftniercial Are6s dai6d-M '8,2002,,�miecufed by Traer Creek LLC, -as the same rnay be =ended or supplemented frorn time to time, '11'Dc6larati61i (M d Use)" xnbdif8 flid Declaration, of Covenants for The Village von) -' x ed-` ts e Areas dated May 8, 2002 02 �txecutd& by, Traer' Creek ILC' and EMD Lirfflt6d, Liability Company, as the "same may 'be ahien&d UPP 'or's "" leffiented from time to ;vme. ,N "Declarations" means the Declaration (Coi-nriibrdial Areas) and the Declaralf.ion (Mixed Usb)". (00268750.DOC / 9) E-4 (i) " isstrjcts" nieaiis TCMD acid VMD. (j) ; Irnplem.entatior� Date." means the fast Ousrness .I7ay on which bob of the faltowirig carrdrtions are oac rrr�n or have octi rred, the rV t r Tank .Agreeinont is executed and dt vercd by tlic parties thereto, and all of the conditions of Section 2.00 lieteaf are satisfied. (k) ``Interest Payment .pate" means, ij contlectiorl w tfll; the `I'at?l; "up(r) ,.t4p "Supply mental PtiUlic Securities Act," being Title I I, Article 57, Past 2, Colorado Re`viseci Stattites, as amended, "Tank Project" bias ihe.meqning ,assigned il, in'tjre Water Taa Agreement. (t) "Tank Project Tiohds" ii oars, notes, blinds or other obIi -06hs lssi�dd by'thc Authority for the p«rpase of f ri cin costs of the Tank ]?raject, ?.rrd Epy "idtindi }gs #hereof,. (u) "Tank Project Property "Tax Revemes" ,means all moneys derived from imposition of the',Senror R66direcl Mill Levy by ft Districts ai d payable io #17e Authority or its designees in accordance with this Fledge Agreement, (v) "TCMD ";means Traer Creels Metropolitan District. (u+) "TCMD Revenues ".means the Credit'Retail Sale Fees described in Section 9.4 of the Declaration ,(Mixed Use) and Section 7 A of the )eclarati6n. (Q. Qcni ncrc al Areas). _ (X) " Ternrrnatian Date" meads, the earlier of (a) the date tbai is tbirty years after, the date ,of issuance of the 'Crst Tank Proj "ect I3oMs issifed, car (b} the date drat the T; `Proje6't.136rids 11 ate Maid in `-Lill of uefeased in' accordance, 'W`itli` Section - 2;02 {e) heke4, and (y) "VMD" in The, Village Mettapolitan District. (2) "Water Tank Agreement" means the Traer Creek Water Storage Tank Agreerneizt antl Second iilendment to mater Service Agrecnrerit, dated as of , 2012, entered into among''TCM , the Authority, the Town of 'A.von and l'raer Greek L-I:,C. C, R'TICU 4 ANNUAL DEER ERVXCE -OBL OATIQN Seetian 2.01. No issuance of :debt, fiscal regl lr ag voter app"royal of TCMD a4VMD on] pursuant to, ue notice: I amount to provide for the anft Servxc Obligation artr cannot determine the p be funded by each of t: Additional Eieetoral Apprb *al Requirea year spendi g, revenue collections and ot1 atsiount f6k'al'ohn not to exceed 30 y ,cite amount .of Annual bebt Si :Districts, each of the DiAnets 100268750.DOC / 9} E-6 The aiitliorication for constitutional matters, elections held by each t0 the Annual Debt: Service ( characterized as a dabs Iii the ect Bon {w en initially issue ructiire.74 Dxstr Oc I, l all be in an amount eorzai to ,the Art the fill principal amount the Ainual Debt Service ,OUgatioir (i.e., the principal amount of-the Tank i?roject,,lBonds) €o its electoral debt puthoiiz#iol , Sectiiitt x.42. ,Anr7ttiil I3ebi ery ce Irligailon, I. tinted Tax Getter,Al Obligation. (a) In exclratlge far the undertakings of the Atztla�tiy sei faith in the Watef' _. _ . _. . Tank Agreement, ent, T 1v1D.and V11!Il3laint y -ai d scveralIl5r,agree.ta pay o c use io lie paid lit Sekvrdb rc . Authority plr; or cftuse to be t Pr wlegally,,avallalale revenues Qf the Dlstz�cts, xnchiding, in `,MIS Revenues, "in an amount sufficient to lay the Scini -Mnual bite on :each Payment Date as set ,oi,i ffl zn the.Aniizaal Dent (b) The joint and several oblgaucil o; rile Daszri is zb pay the Annual Debt gervice Obligation shall canstitufe;a limi ted tax obligation of each District payatile frol -n the Taniti Project Property;'ax ;Pleveni es or other :.legally avaiiab c ro - ties 'of the Disiric ts, anelucliztg, iii tl e. case ;of TCIti'lD, the,TC%tS13 Tteventies This . greeinent aizti the t bhgatiOn iii pay ll�c Anriti al Delft SerYicc C)%ligaiia i shall consul ttte Srst acid prior irrevocable `l en.upon the Tank'Prci)ecf l?ropezly T, � Feveniaes, the TCl�i b Aeven acs and the. Sei for �Payme it Fr -d. The Distz icts hereby elect to apply ail bf `the provisions of the Supplemental Act to this Pledge Agreeznezit (c) Tlrere'is l -lereby established and .created a fond of T iVIU Wbe `designated the "Traci .Creek, Metropolitan District ;'Senior; Payment 1,iuncl" `(the "Senior Payineiii rxznd3 ), which shalt lie-, established as a depository a6 tint owned by TCMD• The Senior Payment Fund shall; rrot tae maintaznecl at l3I�Ti': nor shall the aznotints held in the ,:. Senior Payment r�uiid be invested with hNp. TCN1D - heteby agrees to riiaititairz the Senior 1'ayinerit puntl txozi aucl flex the Tnii�lei rental on I7- te .until the Teirnznation Date. 'The a, . . Tank Project property Tax Revenues, the td-M- D Revenues ar other legally availdble each Payzi eht Date the balance of the Senior Paytnetzt Fund portzor of the, Sezn %Azinual. Obligation clue on such Payment D l'ayn` ent "Date, 'cornrnenaing oil' the Payinent Date.occurring after' are issued, TCMD .shall pay to the Authority the portion of the S cite on such Payment Date. (d), All anqu "t- payable by the Districts hereunder to the Authority shall be paid m lawfial money of the'United, States of America by check mailed or itehveiecl5 or by •quire transfer, to the Aiithoiity' `or to its designee, iii, accordance With its vvritt:er I struction. (} . The, Disirzcts niay, ai any tznie, pay to the Authorityai3�aznouzrtsufficierit to cfease. the Tank ;Project Bonds ,iii accordance with the provisions off'. the resbilition, indenture tir oilier clocurrientpursuazitAd which the Tank Project Bands were issued: (00268750.DOC / 9) E-7 eciiou 2103, :f npciszt on cif eni ii' Itecluired zil Levy: (a) It ordez'to pay the tazanual Debtexvzce Clbhgaton, coixnxezrg tuth the. year in which the Izxlpletnentation Irate occurs, each Disizrc- `agrees fo .levy _ozr°all of 111C to -able praperty'rn such District, 1 -n addition to:all other taxes direct an nual taxes in'eacl year so }long :as -the Tani Project, 13or1as remain Qtttstandlzg, 'in the amount of the applicable See a Regzzired iVl 11 L, prcivObd that TCMD shall not "bu obligated to levy taxes ,pursuant :to ibis_ Agreement , �znlil ilae assessed valust on_ of tiaxable praper�y -in TCMI) `is at least X1,004,000. Nth ng Herein shall lie corisirzied to ec uire a. District to irxrpose an ad valorem property tax levy for the payinpnt of the Annual Debt �ervicc Col ligation ill ekcess bf the nib' r Regiziicd -Mill L "evy or,_ f er the Tei�iritnatioil bate: ,(b} In order to facilitate the de #.erininatiOil of the vID, TCMD shall provide to VMD:.(i) on or- 'before Sel. ary cerifzcatiol of �ssessctl ��alzze ;for the VMD pit soy, (ii) no later than oaie day after receipt by TOAD. MD, provt:ded by 0 lty Assessor no late: 10 Of;each goat, the wiih the : e bition ea0h istrict no provide to VMD, 12 of:each year: i is ect` Pro perty Tax 12ei Districts} ,uz aity faregozng and tie l Mil as io the Districts. z • l�. fi-Od Mill Ievy • 30 cif each year, !he by the Eagle County nal certified assessed hoar); and;(hi) xxo later than e �errior Payrlieii purzd. Tti ar, mild shall finally determine, and ) strict Acknowledges that (i) it alias actively participated in the Iculation fcr determining the cnior Required Mill Levy, tilafsuc3l 3 to"reiate`to (A} the titzittial beri"e£rt to "the Districts of the 'UV`ater the xolatrye ialiility of each Drstct, given 'h,6- relative stage of to fund' the Anrrizai Debt 'Service blitzgatiorz 1'ioni Tarilc Project ejs "(if ;not funded froze other legally available revenues of the ,n year and that, (ii) =so long as - made in accordance With the nrtron of Sariior Reduired Mill Levy herein, the deteztznatiors of lion Re ziirecl Mill I evy shall be final and binding upon both (d) This Section 2.03 is hereby declared to be the certificate of -the ;Distr ets to the Board of Cou ty Co_ m n ssrone_rs indicathig the, 'aggregate Aino nt of taxes to be levied for the purposes 'of paying the Amivat Dent Service Obligation due hereunder. (e} Tt shall be the duty of'each District 'atiriizally ai the time; and in the manner provided by law for the levying of its taxes, if such action shall lle necessary "to effectuate the provisions of this Ag"reerhent, to ratify and cart y 'ozit the provisions hereof -with reference #a the levy and. collection of the act valorezlx pxopea'ty taxes =herein specified, and to require the offcers of such District to cause th-e appra ate officials of Eagle County, to levy; extend and collect said 'ad valorem faxes :in, the manner provided by law for the purpose of providing (ands for tyre payment of the amounts to be paid Hereunder promptly {00263750.DOC 191 E-° as the same, respectively, become dine. Said taxes, wizen collected, shall be applied only to the payment of the aftilJu its to lie paid hereunder: 0 Saicl taxes;shall be<levied, assessed, collected; and enforced at the time and xn the iorhi_ and rrzaruxei and with like interest aiid penalties as othei general taxes in the State. {g} Each District shall pursue all reasonable remedies to collect, or ,ca l e the collectiozx of, delinquent ad Valorem taxes within its boundaries.. Sp6fl it 2:04. Pledge of TCMD revenues ley TCMD., T CiYlD hereby pledges the TCivID iZevGizues to the Authority to fiir ier secure the bavinent of the Arinizal' Debt Service Obligation..,. The Annual Debt Service'0 Egafioai'Aiall on "the Td4b Revenues. TCMD shall pay:or `cause to to the extent necessary to cause the balan6o in the; - Annual Obligation due on the next Paytneni Date. imposed a $gpi6, r' tired Mi1tZ evy sufficient to geni in` arhount to pay: the Annual Debt Service .Obligat pay ien(F,q id et'i als Life Semi - iiiiiial Obligation d i Rovenues roar be used by TClv1A for © "them legal' pnu Obligationl is 41-6-f paid in' i-ull on a Paym"drit 'Date, deposited to the Senior Payment Fund until the.amount with'int I est as provided in Sectio i 3 A2 hereof, 11 :fife a first a�zdl?ilot irrevocable lien I to "tlze Authority TCMD Revenues PaymJe6pI Fund to equal the Semi - one or both of the Districts have Taizk project property Tax Revenues or when the balance in the Senior the next Paynteilt Date, the TCMD .s; provided that if the .Semi- Annual 'CMD Roe ohlies shall, thereafter be on such Payment Date is paid in full, Section 2:05. Limitations on Annual Debt ;geMCID Obligation. Zin no,event shall the total or aniWal obligations of eithen District hereunder exceed the inaxinium amounts perinitted zuxcler ifs electoral authority .and any other applicable lave. 'rho entire :A.nrzual'DO Service Obligation Will be deemed defeased and 'no `longer .outstanding with respcct to both Districts upon'thc ear_lier.of: (i) tine paynxer t by each District of such aznotiznt, or (ii) tl e'1'et�nination Date. Sectioh 2.46. >Cffectuatioin ofPledge'o ;5ecu ity; Curren# Apntugri:tt an, The ;s inns herein rcgrt red to;pay the amounts due frpni -lhe Districts hereuunder ;are hereby appropriated for that puipos�; antsaid amounts for each year shall be :included in the annual budget and the appropriation zesolutioz or measures tp be adpptc 1 qr passed,by the. Board of Directors of each ,. District in each year while azny, of the .obligations herein authorized are outstanding and unpaid. l�To provisions of ally constzfutio i, statute, resolution or other order or r ieasaie enaIoted after the execution of this Agreement shall in -any manner be construed as limiting or impairing the obligation of thebstricts to pay the Annual Delft Service Oblikation as provided herein.. Section 2,47, Limited Defenses, it is understood an so long as a Any rzgints of setott, counterciazzn, estoppez, or otner Dbligation, or'take:or fail to take auy action which would Authority's ability to receive payments daze hereunder. {00265750.DOC / 9} E -9 d agreed by the Districts that their anal except as specifically stated remains ;unfulfilled, such District any other matter, it will not assert zses to its Annual -Debt Service a payinent'to the Authority or.the Sgbfion2.08. Aclditzorxal Covenants, (a) The Districts will not issue ',.or 'incur bonds, notes, or other obligations payable in w h'- I t from, instituting a lieh,upoh, the TO p,-e or,in par_ - orn brec Tank Project Propeety Tax Revenues, the qtW `Revenues, or •Senior 'Paynicrit without the prior Fund consent T the Authority "provided, however, that the Districts may issue obligations with a lien "on tile TCMD Revenues wl ven ._ s ii6h is subordinate to the lien 6ft,,,,us.Agreempi-it,,vithOli'L the consent of Authority so long as no Event bf Default exists under this Agreement. (b) At least once a,year as •pqWIreO by a ppl icqble -State law, each pf-the Districts -,Yvjll cause an audit to be mkfornie-d of the rdoords relating to revenues "arid the and the Districts" use ilic I ir bcst efforts to have sur,11 expendi, ps:of Distric -) � 1. ­1 ". I ' - the ­ - ­ _R:- d audit report completed no later than 210 .days after" end ofanyca en ar year. T he foregoing ienant shall apply_notvvithsianding airy State law audit 6xcinptious' nay av exist, in 6ddifionat fbak,oike a year as require by'oppjilcable State law, each District will cause,abqdgnitb be ,.prep 'k iudit'Will prj�d an a4ople Copi s of 'the budgetafid I 1) e filed a'bd' rcc,o'ra' ed.;' the in places,; time, and ibannef as required by applicable 8taf0aw., (o) Each District ,covenants that, it, not take any action of io"takei-any ion- which action �Q uld release lodseany , ;' - l- act, tion or lure to act wo ' - FWAI prppbrty -iiIii6h is included in the,blounddfie§ of the Pi§trict'at any tiine front liability 16• the'p?Ly;u ent of amouhts­du & under this AgreeMent. (d) Each District covenants that it shall not takeauy�'ibfidn or that it'ghall not fail to take, any action which action or"61ture to act would result in a, material impairment of the rights of the tinder "this Agr6brnent slid "that it will dilig'efitly,"in good faith; artd with -best effort's seek "to prey erit :to the fullest extent gmitted 'by law file 'pe taking of such action. EachNstriat will at all tunes preserve and maintain its existence; rights andjuivileges in ille. State. Not than January. J.5, in each year, each District, shall provide the M ch . " ' ' Authority acertMcatc bfah-authoA2c"d'6:Mar of-the D istrfet setting forth W the aftiount of the Senior Required Mill Levy certified in -December of the immediately pre6adfil ­ ' ' P , . - - I preceding 9 year for 6ollectioih ii! the current year,and (B) the balance of the 'SeniOr'Payn!Ont Fund'as of the date ptbleftificatio,ii, Secti6h 2.09. Conditions to lfiipleniefifpifion ;Date. All of the conditions set forth below shall have be6n satisfied on or beforethp I'mWenientation Date. ,(a) Execution of this Pledge Agreement byTCMD, VMD:and the Authority; (b) Relcase and ,delivery of this Pledge Agte6ment,JA accordance with the terms Of the Escrow Agreement; (00268750.DOC /9) E-10 (c) Delivery of an ophuon lTonz .Kutak Rock. LLP, -n forin and .substance s i €rsfactory to the Authority; .addressed to the Authority to the .effect that this Agreement . is a valid and lndin. g obligation of the Districts; (4) Issuance by 'TCMD of the'TCMD Refunding Bonds; (e) :Issuance by .the Authority of Tank Project - Bonds with i n A iivat -Debt Service which -does -not exceed $500;000, oi° for atxy period which as a portion of a calendar year, the pro rata potation. of $500`Q00 which is ;allocable to stelr portion of the year; ( The attaclnncnt to this Pledge Agreement and deIive;y to the Districts, of w Annual Delft Service Schedule in accordance with Section 2.09 hereof; and (g) B14P executes and delivers the acknowledgement and consent in substantially the forn attached hereto as Exhibit L. ?) The .Districts have deposited to the Senior Payment 37jInd an arnou t sufficient; to inalce all payrnt is due on each Payment Date occurrin -In tite same year.as the Implemeniation Date, ,(i) Eviddike, in form and substance satisfactory to the A.uihority,,i"s provided to -;the A4hoiity that.each of WalMatt and Wine Depot Have leased tM stores operated 1?y each ofthem in Y ' D tlrroizgh at least January. 1, 2027. (j) A written agreement for the benefit, of `the Authority frOrn Traer Creek LLC and EMI) Limited Liabihily Conipanyto the - effect that the Declarations shall not be alnended,n a,i3rani�crvl3iclr riatcl :ialiy adversely affects the ability of TGMD to perform its obligations tinder this Agreement. Section 2.10. Project 13onds, the k Agr.eemeit a sche�lul Bonds ixicluding the that the Authority refinancing all or Any or defcases Tank Pr+ shown on thc,`then ct al Debt Service Schedule. Oh the date of;iss�iance of `the Tank. shall provide to the Districts and attach as' Exhibit A to this Pledge rig the A.riiaual Debt Seiyice to wine due on :such, Tank Project annual Obligations due on each interest Payment Date, in the. event iently issues additional! Tank Project Bonds .for the purpose of r of any previously issued Table project Bonds, or otherwise redeems ands in a manner that would reduce the Annual Debt - Service as oinual Debt Service Schedule ;attached to this Pledge Agreement, in A.ttthority shalt replace promptly the prior - Annual Debt Service come due on the Tank Project -Bonds then Outstanding, :arid shall:p:. the Districts. Any Annual Debt Service Schedule iegl l to be,prol Sec '6 shall not be conk ered 'delivered for purposes of this T until accompanied. by a cerii fication of air Atith6iized representative such Annual Debt Service Schedule represents the true and correct Annud Debt Service to le a cobv ,of tte same to i in accordance withthis e A memeni unless and I'ank Project Bonds, then Otitstariding: Once the Annual Debt, Service 'Obligat oti 6y the initial Annual Debt Service Schedule, it shalt not be increased (but rnuy be de to a refunding of the Tank Project Bonds. (00263750.DOC / 9} E- l l due Section 2.11, .RepresenttRa.tions and Warranties of the 1Jistr cts 2acli of `I~CMD :arid VMD,I ereby nialces the follovling represe stations .and warranties as ofthe litlilenieiitatiori bate. (} The-District, is a quasi municipal corporation. and political stzbdi Ision duly ciz`garrizetl an- d validly existing under the laws of the State. (b) There are no, liens on the Tank Proj pet Property Taa Revenues; the TCMD , tevenue"s, or the Senior Pay acct Fund senior to or on paiity Wlth the liens created by tins Pledge Agreement, (c) The District has all requisite corporate power and authority to execute; deliver; and To perfarriz its obligations zrrrder tills Pledge Agrreein6nt. The District's execution; delivery, and performance of this fledge Agreement have 'been duly authorized by all necessary action. (d) The District is not in violation of any of the applicable provisions of law or any order of an court having jurisdiction in the triattei; which violation could reasonablybe expected to materially adversely affect the ability;of the District to perform its obligations hereunder, Tile execution, deli }eery and perfariiisrce by the 1istrict of this Pledge Agreemetit (i) will not violate any provision of any applicable law or.regulation or or otheiwise affedtir g the operations or activities of the Distr "ict in it Ihanrier, tliat < could reasonably be expected to result in amaterial adverse effect, °arid (ii) will not`vialate;ar y p ovision Of constitute a default under, or result in the creation or iniposition,of any hen, mortgage, pledge, ehargp; ;security interest, or encumbrance of any Icing on any of the revenues or other assets of -file District pursuant to the provisions of any mortgage, indenture„ contract, agi°ceznent, or other rindertAing to vrhich ;the District is a party or which purports to be binding upon the District or upon any of its revenues or other assets �vhicli could reasonably be c poptecl to result iii a material adverse effect. (e) The District Ihas obtained ail consents, ai d approvals of and leas made al ,l registrations and declarations -With any goverhniohW authority ar 7egulatory body required for the execution, delivery, -and perfornanee by the District of this Pledge A,greerrient; (1) Except as described in the recitals .hereof, 'There is no action, °suit, inquiry, investigation; of proceeding tie which Mlle District is a party; at law or iii equity; befnre`or by airy court, 'arbitrator, governmental or otlrei board, body, ;or _official which is pending or, to 'the best knowledge <of the District thfeatened, "in connectioh whir any of the lransadlons contemplated by This Pledge 4.greement :nor, to the best knowledge of the District is there any b_ asis therefor, wherein ai urifaVdrable decision; ruling, or Aiding could reasonably 'be expected to have 'a material adverse effect on th6 `vilidity or enforceability of, or`the authority or aiiiiity af'the District to peifarm its obligations tinder, this Pledge Agreement, (00268750.DOC / 9) E-12 Thl general Oligqtiori sifiiii, � lav� 'AN6 - 9 ­'. . C equitable rem-01C., ARTIC.LEAH ,EYJ NTS,OF­D,,Er4A_ULT AND PW MEDW 8 the tax. its Section 161. Events of Default. 'The occurrence or -existence of any oneor more Of the following events shall bean-"Elv6yit'DfDj fault" here 46f., The Districts fail to pay any Semi - Annual - Obligation when :due on any 1'ay`nicnt Date; (b) -The 'Districts'-fail to Levy, collect 1 and apply Tank 1roject'Prop erty Tax Revd n'ues&s're'q'uiredb"tliei6-i ofilil�'PledgeAgree'b- y Tms ment; (6) TC MD falls to collect and -,apply, the MID Revenues as required -by the terms of this Pledge Agrp6m6nt, (4) TCM'D fails io (apply amounts in the Senior Payment Fund as required by the terms of this Pledge Agfde m" 6nt* (e) Any,-represenfsiion ,or warranty made by the DistAcis, 'Jn Ahis -Pledge AgrceftiOlt proves tb_hOe been untrue or, incomplete jr, tny;mixteriai respect t When inade and which un truth ,orl i Dave C other aconipIct on would h e a niqtptial adverse effect party; M Any District -fails in the performance of :any other of its covenants in lhis Pledge, Agreement, and such failure continues for 'sixty (60) days after written -notice .specifying :such ,aefault and requiring the same tobe.remedied is given 'by "the Authority; , n or ,(g) W Zither District shall commence arty pro'CE (A) bhd& an existing or future law of any juilsdictioll re, J n jris6jyqnqy,-rcorganizaiio, or-r6li6fof,debtors. seeking to h'-- q qY an with , Te S­ I ect to it of 8,e-e, king :to :adjudicate it insolvent or a *t4irgem--en"'t adjustment, 8ynd", mg up, liq cor4position, or other rolief with respect to it or its debts, OrO.),set receiver, trustee, custodiar4of other similar bf&ial for itself elf of for Rs or either bisit'ict-'sh ad"I make -a general as8ignm'eii creditors; or (ti) property, :81WI be ainst bohihizAice'd,�4" -g itherDi9trict at 'Other adion,of a nature referred fojn clause (i) and the same shal- within ninety "($iQ) days 'following t against either District any ease, pros! of attaolinient, executibn, distT4it, or {00269750.DOC / 9} E-13 00 4, or other action to bankrqptcy, for,iblief entered '-rupt or -seeking Oisso = appointment of a ,iibstiihdal pair , the benefit of its se, :pr'66'e-Odin g, -'o-r aib not dismissed 11 be toniffidnced or other action seeking issuance ,of a warrant process against all or-'any substantial part of Its consent Section 3 of an went of L Districts, by.iriar any court of coin any ligation or s prevailing party of Default, :all ainouiits r shall bear interest until pa of Default, at a tier aiinui ;wilts in the el try t�f aid older for ally such =, lief which .shall, not have a =ged, stayed, or bonded pending a0peal within ninety (90) days frozrl (iv) either Distrzci shall take action in fizrtheance of, oz zzttlleatug its �l of, or aocluicscened;iri, aily of the acts set for in clause {z), (ii) or tlierDistrzct shall gcnerallyiioJ, or shall b- e.uziable to, aI shall8nrit in to pay its debts as they bccozne r=ue. :s for ,Events 9 Default. Upon the occurrence and continuance ithority -inlay proceed to protect uld enforce its rights againsi the h other szXit, etioz or special prciceedil gs in equity or at law, in tioh including an Action for specific pe'rformatice. Ill the event o ' lzg to enforce any ofthe ternxs, covenants ar conditions hereof, the I— h or other ploceoding shall obtain, as part of its jc dglitel # or 'fees and costs. Upon the occurrence and continuance of an went id owing but unpaid by the Districts to the Authority hereunder full (i) for the thirty clay period beginning on the date. of the ] �Yent rest rate equal to Athe suin of the net effective interest wale on the ssis points and (ii) thereafter at the maxxi nurn Gate pexiuitteld under ARTICLE 1'V MISCELLANEOUS Section 4.01. Fledge. The creation, perfection, `enforcement, and priority .of the „pledge of revenues to ,secure of pay the Annual Debt Service Obligation shall be governed by Section 11 -5 m this Fledge Agreeii ent The TankPrgieet troperty Tax 7 2 hu Revcri es, the TCMD ReV'enles, and the Senior 1'ayziiei t ttrid shall hincdiately be sitbjec to the lien of such pledge without any physical delivery, filing, or further -aet. The lien of.such pledge shall be valid, binding, anal enforceable as against all persons having .claims of any :kind in <tort; coniYact, or otherwisegaitst the Districts .irrespective of whether such persons have notice of suchl 6 is; Secfon 4:02; No Iiecoursc againsli O icer's and Agents. Pursuant to Section 11 -57 -249 of the Szzpplenieiital tact, if a'inember of the Boards of Directors of the Districts or the Authority, or any officer or agent of the Districts or Authority acts in good faith, no civil recourse shall be available agaih§t stick � i thou 4.N. L mjfatian of Aetions, Pursuant to Sectionl l -5 y2I2, :G l2 S.; o ]cgal ar equitable actio12, l�rortghl with respect to any legislative ;,acts.or proceedings caxrxechoxx -ith the -,atrthotxzation, execution. or delivery of #fail t'ledge Agreement shall be commerieed more than thirty days after the authorization ofthis Pledge Agreement Secggii 4.05, l o ices. All approvals, conserits, .notices, objections, and other communications (a `NOticc ".and, collectively, Wotices ") tinder this 15,Iedge A.grePowili_shall be in Wtitihig and shall be deemed properly given and received wlich personally delivered,, or.seiit 1iy overxiight°eoiiricr, or by emailed (pd�, or by registered :or certified united Mates pa 1, postage prepaid, addressed to the respective party at their respective addresses as .set foA below. Notices shall.be deemed effective: (i) if personally delivered, when actually g veta arsd,xee ved or ,(iii if by gvcrnigbit courier, service, on the next business day follgWing Aeposit, -With sitch courier service, or (iii) if by 'entail (pdf), on the same day if sent before S :6 0 P.M. Mountain `Pane, or on the next business day if sent-after 5:00 P.M. Mountain Time, or {iv) ifby registered or certified United States niait, pastage,prepaid, three "(3) business days after rha led..All Notices shall, be a dressed as follouts (or" o such other address as ' ay be s bsecjueiitly specified try Notice given in accordance llorewitli): the Authority: per -Eagle Regional Water.Autliority ion: .General Manager; bone; x(970) 4777444 Ibrcial� @ &Nrsd,org With a,reginted copy to: Collins, Cockrel & tcile, F.C.., 390 Union Boulevard, Suite <400 `Denver, Colorado 8022E - 1556 Attn AIII.Collins Telephone :.(303) 986 -1551 Email jcall6@s cccfxrrix.coiri. To'T'CMD: With,,arequired copy to: McCready Sistieros; PC 459 R; !17th Avenue, §uite 400, Denver, Colorado 8(}202 -1214 'Attn: Mary 7o Dotig'h6ity {00268750.DOC / 9} E-15 Telephone, ?(�p3} 592 43sQ, Email.; 1-hj mpgeadys siierosxom The icon 150 Witha"T ­61 "' ''t' �,qqir c copylo: McGeWySisneros, P.Q. 450 1 up, SuR6400 Deaver; Colorado 80202 -121 - 4 Attrtl T*phonq: ' 1) 50Z4580 E-diftil: m- jcl6iiglierty@A,itgea4ysisneros.coni Section 4.061. V scroW1,; Escrow Instritetions. As quickly As is prabtloAblo :aft& the mutual approval and ekecution by the parties hereto of this Pledge A Yreoment, ea6fi Patty will deposit a signed original of this Pledge Agree nt into•tht, Escrow'subject to the forth in the Escrow -Agreement. - If the Implementation Date n November f does not wcur'by - , oye er 13, 2013, this Pledge Agreement shall be deemed void ab initio and no ffiffli6t kide -of eMet. Section 4.07. Misceilancous. (a) Neither District may assign its obligations under this Agicementwitlibut the prior written conscht of itic Aiitlioriiy. (b) This Pled& Agreement 'constitute's the statement of the terins of the agreement between the matter of 'tins Pledge Agreement =a sup, eisedes und I erstand , ings or agreements of the parties. This contradicted Eby evidence of any prior orcontemporanec the event of any conflict between . of this, T agreement betNredn the bistriet and the Auttiokity, PrON shall 'Control. No party bas been induced to enter into any party relying on, �any representation, Widerstandi Warranty outside those expressly 86t forth in this Pledge 29, complete, and otelusivo ties pertvi i to the subject prior tfhd t6n'teaporanleous dge Agreemeiif rnay not be statements or agreements'. In gq Agreement and any other Pledge or (c) If any term 'or provision of this - Pledge Agreement, is determined to be illegal, unenforceable, or invalid in whole or i n pert for any r �i' such, illegal, unenforceable, or invalid provisions or part -thereof shall be:stiicl,-en -from,"I.Alis Fledge; Agreemenf, md such provision shall not affect the le'g-alit y, ,p liPrf ",bdbiEty validity of 'i ft remainder of this Pledge Agreement, If.any provision or part thereof ,-Df-lliis Pledge Agre Cm'eht is stricken in accordance with the provisions 4iefedt `then sbdh stricken (00268750DOC /9) E-16 provision shall be replaced, to the 'extent ,possible, •with a legal, -enforceable, -and valid provision that is as similar in. tenor to the stricken provision as_'js legaiiy possil lc. OD, The Districts find that the total Aiurual Debt Service Obligation evidenced by this. Agreement is in ekcess of $500,000 and is .assignable or trarisferabie only in Whole and, as a result, is exempt from the 'registtation requirements of the Colorado Mtu icipal Bond Supervision Act, Title 11, Article 59, C:R.S. (e) This Pledge Agreement `shall be governed by and construed under the applicable laws ofthe'State. (f) This Pledge Agreement may be amended of supplenietited by the parties, but any such amendment or supplement must be in writing and must be executed by all parties and ,con "senfied to by T3NP so long as BNP is rite prgyider of liquidity or credit enhancement on TCMD Refunding Bonds or any amounts are due and o_1 to BNB' by TCMD in connection with the TCMD Refunding Bonds gr "tlre. Outstatidiirg TCMD Bonds. (g) it is intended that` here be no third party be dioiaries of this Pledge Agreement; except that `BNP (at any time it is the provider of liquidity.,or credit enhancement for the TCMD Bonds or TCMD Refunding Bonds or any amounts are due and owing to BNTP by TCMD in connection with such TCMD Refunding Bonds or the 'Qatsianding TCNi M Bonds) is .a third party beneficiary of this Agreen ohf but solely to the extent that BNP is expo essly provided consent rights herein. I`lotlrilg contained herein, expressed or implied, is intended to give to any person other than the Autthority any claim, remedy, or Tight under or pursuant hereto, and any agreement, condition, covenant, or term contained herein required to be observed or performed by or on behalf Of any party hereto shall be for the sole and exclusive benefit of the other party. (h) Venue for any and all claims brought by any party to this fledge Agreement. to enforce any provision of this Agreement shall be the District Court in. and Ior rite County of Eagle and State of Colorado. (i) if the date for malting any paymept hereunder or performing any action hereunder shall be a legal holiday or 'a day on which banks in Denver, Colorado are authorized or rear fired by law to remain closed, such payment Fitay be grade or act performed on the ,next succeeding day which is not a legal holiday 'or a day on which bataks in Denver, Colorado are authorized or required by layv to;iemain closed; (j) Each party has participated fully in the review and revision of this Pledge Agreement. Any mile of construction to the effect that ambiguities axe t4 `be resolved against the drafting party :shall not apply in interpreting this Pledge.Agrpe at. The language in this Pledge. Agreement shall be interpreted as to its fair me'a nin g and not strictly for or against any pare. (k) This :Pledge Agreement May be executed in several Counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (00268750.DOC/ 9) E-17 -lNWjTNE-$$W,ljE 0F,!bq'Disfrlctsqud'thcAuthority have excouidd lhis, Agrbqm.dnt asbf the day a-nd'y-edr fiT,§t,-AoVe -wr'l'tt&hi AtftSt: ATTEST: ATTEST. 8ecretaty Secretaxy TRAER CREEK ME, TROPOLITAN DISTRICT Jay: THE VILLAGEME TRPIPOLITAN DISTRICT By; UAIER EAGLE RE, GIONAL NVATER AUTHORITY By: (00268750.DOC / 9) E-18 EM11BIT A (Attabli Aiurual bebt's-ervice Sclied'ale) {00268750,DOC / 9} E-19 ACK OWLEDGE NT 17` _b, Gom11w The undersigiie'd r`epr sentative of BNP Paribas;( "13N?'), in its cap,ae ty as the issuer of itTevocable direct pay'lettez's of eredif securing the Tiacz CreeiC MetEOpolitail District Variable Rate Revenue BO#4s, Solds; 2002 and the Traer Greek Metropolitan j?istrict Variable Rate Revenue Bonds, Series 2004, hereby acknowledges and .consents to `die foregoing Water Tangy Bonds ''Pledge Agredincht {the "Plea Age anent ") and repz•6sonts that as of the Implementation Date, BNP will not have ;a lien ail the Tank Project Property Tax Revenues (as defined in the Pledge Agreement) or the Senior Payniont Fund (as defined in the Pledge Agreemmnt) and will not liave a lien on the TCMD Revenues (as defined in the Pledge !Agreement) which is on a parity with or prior to the pledge pursuant to the fledge Agreement:, Date: BNP PARIBAS By: Name: Title: {00263750.DOC / 9} E -20 Exhibit F Easement Agreement (00268750.DOC / 9) F- I EASEMENT AGREEMENT ENT THIS AGREEMENT is made this � day a f Dece.111ber, 2012, `by and between TRAER C- REEK -RE LLC, a Colorado limited liability corhpany, 101 Fawcett Road .Suite 210, PO. Box 9429, Avon, Colorado 81624 thereinafter called "Grantor "), and UPI�I•L R E EAGL RE010NAL WATER A.UTHORITY,;a political subdivision of the Stale of CoXoxado (l etbjnafter called "AIAlibrity "), whose legal a�tdress is 54 For Road, Vail, Colorado 81657. WITNESSET FOR AND IR7 CONSIDERATION OF the terms and provisions" of the Traer Creek Water Storage Tank Agreement; being executed concurrently With this Easement Agreement, and other good and valuable consideration, the receipt of Which is hereby acl:notivledged, Grantor does hereby grant, convey ,ind transfer Canto the Authority, its successors and assigns, foi- the purpose or but not knitted to, ingress and egress to and from the Tank Site (Traci J, TTII VILLAGE (at ASrON)FILINO 4 according o the pint recorded , 2013, at reception No, > CaOtJN I'Y'.C)p EAGLE, STATE OF COL. ORADO, which Talk Site shall be separately conveyed to the Authority by Special Warranty Deed), ,a lion- exclusive easement for the construction and use of the Access Road {Aieh shall include water and sewer casement rights),' including areas adjacent to the Access Road for vaults, puinphig station.$ and water iraiisMission pipelines to and from the Tank Site, and sewer lines ,(when the adjacent properties are platted, in, throu gh, over and across the real property described below for the purpose of entering, re- entering, occupyiiag and using the surface and sub- surface thereof (hereinafter called "Easement Area ") and the right to construct, install, remove, replace, add to, �naiiitaitl, repair, operate, charge or alter all.uixdergiaund water and server lines and all underground, and surface appurtenances related thereto, including without limitation any valve boxes, imeter vaults, .pumps and pump facilities, and manholes and all water lanes and server lines situate therein, all necessary- rights- -of way fox Convenient ingress and egress thereto and therefrom., specifically including the Access Road; and provision for temporary construction easements and staging areasas hereinafter described, over, trotter and across the following described premises, situate iii the County of Eagle, State of Colorado, to -wit: The parccs;of Iand ideai#ied herein as Easement Area, yvhicll arc depicted and /ot describe' d on Exhibit A hereto, the Access Roan lE*lasehieht; and Exhibit B bereto, temporary construction casements and staging 'areas, all as attached hereto and incorporated herein by this reference, The, Area shall con- nsist of the Access Road Easeineiit which is . noh- exclusive, a.nd the temporary construction easements and staging areas which are also txan- exelusive. TO HAVE AND TO HOLD said Easement Area unto the Authority, its successors and assigns, forever as to the Access Road Easement, and only during the construction (00268750.DOC / 9) F -2 period, for all other casements hercui granfbd. As part oft h grant herein contained the and Authority -111uWaIlly agree and coVe'naiit as. follow's: ACCESS -ROAD EASEMENT 1. The Authority shall haVQaftd.exorcisc the tight,ofingtess and egress 'lo and front the Tank- 8, i te ` i n , to, over, 4h ro ugh and across the A:ecess Road Easement Porf i onof the Easement Area as shown on Exhibit. A for,any 'Cl'l-C"6d6d.fokibi�'fullo�O'Y'M&ilt pVrpos - 4 - - 1. 1 1 I I I � -1 ' of any 6the r, right of becup',irey ter use p rov'i ded for herein. The Access Road EAs' bm ent shelf b e an easement qp-p- n it;cb a' n-t to the Auth'6fitV 9 Tank Site 4-d d.'§Ii al I Jhuk6 to * th 6 benefit of the Authority and its - successors and assigns, subject tolhe conditions set ,forth herein, I 'Orantorshallnot construct pla 0 any structure, including but not limited I 11 _r c - — 1-11 -- to, fehces,& buildings, temporary or perhaanent,:or plant any tree, -woody -Plant or nursery stock, of any kirid,.Or,,aiiypafto-�FfheAcce,ssltoadEasei-nent. Any structure, tree, woody p 'latit or nursery stock I located on the Access Road Easement ,as of the dam of this E-ascii-ien't Agreement Maybe f-ern6v6d by the Authority without Mbility for damages, arising therefrom. 8. Grantor retains the right to the undisturbed use and occupancy of the Access Road Easement insofar as such h use.and oceupanryis. con,s'istelitNvi.th and does not impair the operation and maintenance of the Authority's construction- ctrvities aril the Authority's water and sewer lin-esanti appurtenances located -within the Access Road Emenjerit and ifisofatbs sudh use and occupancy is not inconsistent with and does not impair any grant or covenant contained: herein, including but not limited to, the sewer . Qs Access Authority�s right to cons,tlruct additioiia'l i�aier-linei.s 'and se'' - lin " witbih'fh� Road Ease'llierit.in the fidute" 4. Until such time as the Access Road Easement-is accepted by the Town of Avon as ,a public street or road, all costs -associated with the Access Road Eawmedt, including I urveying- , construction, r maintenance and :snow - removal (tc the extent snow reinoval i s& cii6d necessary -in ,the sole -and absolute discretion oft icAi tho-pi l W1 shall be borne -identi6l,,commercial .or by the Authority, 'Whenever a future plat 6f-a residential, public . use I lot made that -would-requ I ire use of-the Access Road Easement, -Ora- nt-or,shall also plat the Access Road Easement as a public -street or r6ad,4hd upgrade ffidAc' Road Easdine-nt for acceptance by the Town of Avon a,SIft lJ4blic-stie street or road for future maliltitenan I ce, repair,, replacement and show removal by the ToAvn,of Avon. S. In case the Authority shall ever abandon its rights herein granted to the Access Road Easement and cease to use the same, all right, title Ohdinterest Of the I Authority thereunder shall cease and terminate and the Grantor shall hold tli Access Road Easement as the same may then be. fhefirointhe Authod y's rights so abandoned and shall own 'all, -M'aferfak structures --a I tid e -facilities of the "Authority so abandoned, but nothing hercin contained . strati be construed as working a f6de" - -r'e,o,r'- aba-n-donini'6nt of Itu (00268750.DOC / 9) F-3 any interest of t lit hereunder and nat owned by the Authority at t13e tune of the abandonm.ein of the Authority's rights. 6. The Authority shall -have and .exercise the right.of. subjacent And lateral support to whatever extent is necessary or desirable for the full, complete and a molested ez joy t ent,oftlke utharily's rights, to the �7;.ceess..l�oad. F.aseillent as'her6 granted. Grantor shalt talce:no action which would impair the earth overl�ui en or the lateral or subjacent support for any ofthc Authority's water or sewer lines or.gpurlenances that may be instilled hereunder, provided, however, that upon olataarii ; he pecific vritteri permission of the AAliority, the earth overburden of.�ny of the Au hority's water lines` within any roadway i iay lie inodi qdc ,but it is understood that normally permission will not be granted for a modification involving a cover of less than seven (7) feet nor greater than tell (10) feet, measured vertically from the top of the water line. Any modification of the earth overburden will be upon terms whichprovide for reimbursement to the Authotity of the cost of any alteration'or relocation of any Authority watofor sewer line or appurtenances made n6cessaryby-the earth ovetburoeii.m, odiilcafion. 7. The Authority agrees that other public utilities such as water, storm sewer, gas; electric an d telephone lines, or privately owned utilities, may Abe installed within the Access Road. Ease rent, as long as they do not interfere with the Authority's rights he r-0111 granted, and as Io7 g as piping dossing any water line at the discretion of`the Authority is metallic or concrete, or is encased �in an �cceptal�le material Any piping or cable ctossing'a. water line must ire installed iti accordance,witla the A.tithority",s etAgiaeering standards: Any and all utilities which parallel the Puthority's facilitics..ill not be permitted within tent (10) feet of the Authority',s water mains and facilities Without prior consent from the Authority. The intent herein is to reserve for the exclusive use of the Authority's facilities at leasttwetity (ZO) feet of the casenienl. width known as the Access Road Easement. S. The Grantor warrants that it has full and lawful authority -to xnake the grant herein contained, free and clear of all liens and encur brances, and Grantor promises and agrees to defend the?Authority in, he exercise bf its rights hereunder against -any defect:in its tide to the land involved or its right to make the grant herein4bove contained. The Access Road Easement hereby granted shall be free au clear ofall t. 6taly liens or other encunibrances, except .tbe zoning And development approvals by the Town of Avon, Colorado, oz• the Grantor shall secure the consent <and agreement to subordinate to such easements from any inortgagee or benef€ciary of Any deed of trust. 9. Upon'tsrantor's request, the Authority shall provide Grantor with as -built drawings and ,a survey showing the location and depth of its facilities installed in the Access Road Easement.- 104 The above and foregoing constitutes the whole agreement between the parties specifically concerning file Access Road Easement, Arid, except for the General Provisions hereinafter set forth, no additional or different oral eptsentait}n, promise, or (00268750.DOC / 9) F -4 agreement 'shall bebindirg.on any of the parties hereto with respect to`tlle subject inattei of this instr mcht; UMP.tJ"R -6N3 §'fl< TXTION EASEMENT I i T8 A- ID :STACINMG AREAS I'1. Graztar, Tor itself and for its successors hnd assigns; kezetiy giatits;aiztl conveys to. the Authoi iy, its successors axiti assigns, a terrrporary, :icon exclusive caseixent (the "Tenlpoiaty Ciiistrriciori Easrrienfs"atril Staging "Areas "} over, irntler, in ,.along., across and upon "the property descxibed on the attached and incorporated . 13)ihibit'8 for use in the initial construction and installation; of the fin •provezneztts kno�vti as th_e Tracr'Creek 4'�M& Storage Tank' and the recess toad aiad foi 'other construction purposes reason ably "related to the initial construction of such irnjiioverriezxis. 11 The Author ty shall have and exercise the right of ingress and egress in, to, over, through and across the Temporary Construction Easements and Staging Areas for any purpose ,needed for the full enjoyment of any either right of ",occupancy oz use provided for harei , 13. During the period starting when the Notice of Award is issued for the construction of the Traer (,'reek Water Storage Tank and/or Access Road, Authority Wray construct .ar place any structure, including but not tiin.ited, to, tenlpor ary fences or buildings during the period of ccnstructi�in of any part of 61 Ten poxary Consttucti6ri Easements and Staging Areas until all illiproveintints`have l een' accepted by the Autl3 "oxfiy: I'he Authority shall inal�ereasonalle eff orts to protect and preserve -any structure ortree located within the Temporary CanstructioiEaser?ients and Staging Areas as of the date ,bfthis Eas' e'dient Agrecii tint," brit any Wacttrre ox tree that inter 'feres or impedes construction ixzay be renid'ved by the Authority without 3liability for damages arising the"refroin. _ . 14. All right,°titie and interest in and to the °Tervporaiy ConstrttctionEasements and Staging Areas under "this Easerneilt Agreeerrtv7hich niay:be rsed.8nd enjoyed without interfering with the rights conveyed by this Agreement are reserved to Grantor, prOided; however; that Grant& shall not erector maintain:any buildings or other, improvernents which may causedamageto or interfere,with'Iny tealpor ry llnl3rovcrr3ents the Authority rixay place within the Ternpozaty CorlsiruWon Easements anti lagiixg Areas, or develop, l - dscape' or beautify arty Easemeht Area -in any way which unreasonably or materially increases the costs to the Authority of Constructing the Traer Creek Water Storage Tank'and the Access Road or restoring any of the Easement Ama,a$er,such constra,;ction is, complete. 15. Authority agrees to stake the area designated as "RC)ADBASE STOCKPILE AREA (Ex_. Lf7DEDj" on Exhibit B. Grantor shall. enjoy full and complete access to fihe Roadbase `Stockplte Area to remove material dur!4g the period that the Temporary Construction Easem tints and Staging Areas Win ef-feet and uthority.shall (00263750.DOC / 9) F -5 keep an area that shall be designated by Grantor ;free and clear of obstacles that would interfere with GrantoCs access to the Roadbase Stockpile Area. 16. Authority agrees to stare the area or areas designated as "TOP SOIL STOCKPILIS AREA (EXCLUDED)" on Exhibit B. Grantor shall enioy full and complete access to any Top Soil Stockpile A ea to rein -Ove material during the period that the `enil)orary Constr fiction Easements and Staging Areas are in effect and Authority shall keep an area that shall be designated by Grantor free and clear,.of obstacles that would interfere with Grantor's access; to any Top Soil Stockpile Area, 17, The PROPOSED ROAD`�7AY GRADR)IG AREAS shown on Exhibit B together with any other'gt•ading areas required to complete the construction of the Access Road, shall be used ?y the Authority as Temporary Construction'Easements during the time the Access Road is being constructed.. 18. in -the evert the surface of any Temporary +:onstruction Easement or Stag_ ing Area is disturbed by the Authority's exercise of any of its easement rights under this Easement Agreement, such area or areas shall'be rcasonablyrestored to approxiinately the same condition in which it existed at the commencement of Snell activities. 19, The Tetrtporary Construction Easements and .Staging Areas shall automatically terminate and expire upon the date the construction of the Tract Creels Water Storage Tank and the Access Road has been completed and the Tank is accepted and inade operational by the Authority. Upon _expiration of the term of the Tempora y Construe . 11 . Easements all of lights and benefit of the Authority in, to -and under this Easement Agreeine tt with respect to the 'Temporary Construction Easements and Staging Areas shall automatically terminate and be of no .further force and effect without any requirement of f trther action by'the Authority or the Grantor. Authority agrees to provide documentary evidence of termination of the Teznporaty Construction Easements and Staging Areas in recordable form; if requested to do'so by the Granwk when all construction activities Have been completed. 20. The above and foregoing constitutes the whole agreement between the parties concerning the Temporary Co nstruction Easctnents and Staging Areas; and no additional or different oral representation,promtse, or agteemetit shall be binding on any of the parties hereto with respect to the subject matter of thisinstrument. GENERAL PROVISIONS APPLICABLE TO EASEMENT AREA. 21. Prior to the recording of this Easement Agreement, Authority shall have access to the Easement Area to conduct all studies, tests, examinations and surveys necessary to design., engineer and construct the Traer Creel{ Wetter Storage Tank and the Access Road. (00268750.DOC / 9) F -6 22. Avthority,shAlf, cotlstt xc,t tbPT-xaerCNeIC Access Road in a votict'n��rli4�c :m�n�ei grid in cc regulations 6 a �.Oriii i��es tdles And rogulationgAre. anlendlea �fr agreed -in the: Taffl% Agreement. The, Parties,"tolli that ht ccess Road will the Atil acre of theAccess' Road as-A public street except ;a s .Von. the agree for 23 To the wdeiitperinittled.bylaw; Atifflotity,agrees to indemnify And hotd harmless Grautorf'roni,any gild all liability -nages or expenses,aris.ing directly �or costs,Aai indirectly frojnIhPA4fbqijIy'8, its agents' 0J(siAViI66s",.us6 of-Th&Ea tAr-' except - misconduct. NOtwithstati'din-g Amy other . prQvi of this A& "eni it Wn c, etit to � id cofttrq3 no term or condqtiph of `b,i§A shalt b­_­ iA_u-e_d,- J t'-" t'd as 4WA' s 0 ecor s. r _9rinpiprue-A ivpri, Wes, oz implied, Governmental Immunity Act. The Parties understand and agree that liabilityfoy claims for injur - icsto persons or property arising out Of the negligence of th&Aitth`6rh Is elected officials, c fficers end oi#ployeQ$Is controlled -4!d'limited by the provisions of sections ,24-i0-10 1, -et. seq., C S,,'asn'dw in &ffict or hereafter aine, I I e 24. Authority shall use its best efforts and best man4geinent practices ir,i,,order to not cause any environmental contamination of the Access j 64d EA§6 I nt: or Alib Tem 'Construction Easements And Stagin 11 ',cpPPqq, polrary. d'-f" construction, Atith6ri'ty --agrees ' ,to clean . W), remediate and I restore any areas Whotb such contamination ­ � ­ - Inay occur. 15. F'rom, the time this E asement Agreement is A*OritY 811411 &eiat general liability"insu'ri ntaintain in effect .apolio of edthm reasonable anviotInt covering -W.activities in using thoAcross Road Easement an the Temporary Construction ,Easements and Staging Areas _ 'during4lie,perd od cif , coni , tiuction;-And Auiliority shall require its contractors to maintain shnitar policies ifia- - 'Wit' � 6­­8tent 1,6011 s Go sl with Atithority's general practices and req6irements, Gfdftt6r, shall e -named as 'an additional irkstir d'onsitch insurance. 16. Aiffliorityihall keep the Easement Area free of inechanie"s liens and shall follow at -statutory requirements, for notice, payment of claims and, ptentj_on of fluids to -pay claims during thoperiod(s) of Fi-Pal S&ttlehient for the construction ftlie Tfdef Cive-& water St&A ge Tank, and the Access Road. 217, The prevailing party in any action concerningibe enf6rcemeni or interpretation of-this Easement Agreement shall be awarded, in nAddit-6n t"­- O_ d v - �0,-yi Amages or .other form of relief awarded, all reasonable costs incurred 'M­ b _#ection therewith, itioludin Attorn6y s' fees and -costs through all appeals. 28. This Easement :Agreement shalt be ' goverried by and interpreted in accordance with the laws of the State of Colorado. Any action brought to enf6rce, this f002687%DOC / 91 F-7 1�gzee �ezxt'Qi arising oul of tlxis Agreerziezil shad lac lxrotight in�the' tafe of Colorado, EAgle County District Coin E, as the exclusive venue and forum. 29. All notices; objections, ;;anO othercokti mu Iml;*tzons;(a «Ndies_ azirl, collectivelY,'`'Notc ") under this Easezn�at Agreecz�f slab b. in Wring and shaI be deerrted pro}ez ly, g+ivcn arcl recevedvktezx pct sonally -1 d, or sent layverzxigli eotzrier, of Ity emailed df�; or 1xy regisleretl or Geri Ze€i °United Cafes �nAil, pQSiage; prepaid, addressed to "the f at ties at their respective addresses as sct fogh'b,616 v. Xpt� jee, shall be deemed effective; (i) ifersonally :elivereci, when actually given and received or (ii) if by oveznighf cot €Tier service, a x fhe zYexf zisznes"s day following 4cposii> Ath such courier service, or `(iii) ifbv ezzxail (pdfj, on th .same day ifsent b� %re x,:00 I'.M. clays after mailed. Ali No ices shall e`aadressecl as follows (or'to stich nay be subsequently speelfed'hy Notice given "in accordaric e here fh) To flxe Authoritx Uppez Eagle .l2cgional Water Authority 846 forest fZOGta Vail, Co 81657 ,A.ftentimi: Geiieial Manage Telephonc :, (970) 477 -5444 inail. lbtooks @erwsd,org With a requjred co y to: Collin s, Cockzel &`Cole,'P.C; 390 TJnzon'Boulcyard, §iihe 400 Den�vq, Colorado 80228 -:1550 Attu: dim Collins Telephone, X303) 98,6 -1551 Email c llins(cr7ccefrm . cozii To Traer Creek::RP LLC. [c /o Traet Creek. LLq Traer Creelc'I�LC P.O. Box -9429 0101 F a- wcett Road, Suite 21.4 Avon, CO ,81620 Attn ::Marcus Lindholnx, M'arxager Telephone: (9T0} 949_. 77.6 Enxall inarcuslindholm @tracrcreek.com (00265750.DOC / 9) F -8 address as With a<regutted copy to: Otten, jahnson, Robinson, Neff &, R gonett , I' c, 950 17' :trei, Suite 1600 De Over, Golora.d' 80202 Attention: Mwi8oy L. Ayers Telepliotie; 30192­5 8400 Email: rniitisey @ott6tti6hnsci .co"m 39. This Easeinerit 1lgteexnent shall be recorded by the Authority upon its release froth the Escrow and delivery to theAuthority. 31. This Easement Agreement may be signed in multiple eountarparts, Avith facsimile signatures permitted, acid each counterpart when taken with the other, executed counterpart shall 'coiistittite a binding agreenncsit as of the Implementation Date. 32, Each anal every one of the benefits and burdens of this Easement llgreenient shall inure to and be binding upon the respective legal representatives, successors and assigns -of the,parties h6ireio. [ $igipature Page `Follows (00265750.DOC /9) F-9 IjN'vN'ITNESSNVI-W,RF-.OF,pr*bi.".a,ridAiithorI Agiftffi, cilt 98 of the day ;aftd year first ab bVe Written, GRANTCJ?-: TRABR CRE a CWotado Ifinibod. liability c o nip ca ny py; Name: Title: UPPER EAGLE REGIONAL WATER AUrI-JORITY ("Authority") By Linn Brooks, General Manager ACKNOWLEDGEMENT STATE Ole COLORADO COUNTY OF EAGLE Subscribed and sworn to before me this - day of December, 2012 by as of TRIAEk CR-EF-,K-RP LLC, a Colorado IjrjAt&0 Iiabilift , to -a or ER EAGLE �MP� hy, and by L'inn Brooks as, General Manager of UPP REGIONAL WATERAUTHORITY, a political subdivision of the St4e of Colorado. Witness my hand and official seal. My commission expires: Notaq-Public (00268750DOC /9) F-10 io dzw 1 sm Nm li 411 `vl 3 yr WR soon F how l) zsl Of MCI r <I F t X r g E 1 l��` 47, }Illt Cp �r X -1 vf1,l�$ 1' MWW nfZ Lu � 1 , 1 BORN, if rtr ! ; I Esi�ltlt 'i1f .S +'. . r ✓' >Ji � �I�11r��'f� t�M�rin o c3 r F r f a 1t?:c� t rS�i!fg E.. 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