thereby increasing the tax base for the District and providing new customers to receive public water and wastewater service from the District; and

RESOLUTION 11-004 RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT, ACTING IN ITS GOVERNMENTAL CAPACITY AND BY AND THROUGH ITS SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT WATER ACTIVITY ENTERPRISE, REGARDING EXTENSION OF ERU CONNECTION OPPORTUNITIES UNDER CERTAIN WATER RESOURCES AGREEMENTS WHEREAS, South Adams County Water and Sanitation District is a pre-1965 special district and political subdivision of the State of Colorado, acting pursuant to its pre-1965 standing, in its governmental capacity by and through its water and sewer enterprise, and pursuant to certain powers set forth in Colorado laws, including but not limited to the Colorado Special District Act, C.R.S. 32-1-101, et seq.; and WHEREAS, by resolution adopted on October 15, 1995, the Board of Directors of the South Adams County Water and Sanitation District (the Board ) established the South Adams County Water and Sanitation District Activity Enterprise (along with the South Adams County Water and Sanitation District collectively referred to herein as the District ) as a water activity enterprise within the meaning of C.R.S. 37-45.1-101, et seq., for the purpose of operating and accounting for the operations of the water and sanitary sewer system, and WHEREAS, the District is authorized to adopt, amend and enforce rules and regulations for carrying on the business and affairs of the District, pursuant to C.R.S. 32-1-1001(1)(m); and WHEREAS, the District is authorized to acquire water rights and construct and operate lines and facilities and to fix and from time to time increase or decrease tap fees, pursuant to C.R.S. -32-1-1006(1)(e) and (g); and WHEREAS, the District administers the available supply of water and sewer, and charges and fees therefor, based upon connection or taps for each equivalent single-family residential unit ( ERUs ). Uses other than actual single-family residences are converted by the District to equivalent ERU units based upon water use; and WHEREAS, the District entered into certain Water Resource Agreements, set forth in Exhibit A as the GSA Water Resources Agreements, with owners of certain property located within the General Service Area of the District ( GSA Area ) which was identified as Transition Property pursuant to the Board Resolution Regarding Water and Wastewater Service for the Area North of Sand Creek to 112 th Avenue, and East of the Platte River to Colorado State Highway Number 2 (which was subsequently rescinded by Resolution dated May 12, 2004 and is of no further force and effect); and

WHEREAS, each owner that entered into a GSA Water Resources Agreement with the District had petitioned for inclusion of property into the District and/or had written service commitments from the District as of September 11, 2002; and WHEREAS, the District also entered into that certain Water Resources Agreement with 217 Associates Partnership, dated August 29, 2003, relating to property within the area to be included within the Northern Infrastructure General Improvement District (the GID ) (together with the GSA Water Resources Agreements referred to herein as the Water Resources Agreements ); and WHEREAS, the Water Resources Agreements, which set forth the agreements between the District and the property owners, provide that the District will make available the opportunity to purchase a set number of ERU connections for water and wastewater services for certain property (the ERUs ), subject to the requirements of the agreements, and that any ERUs that have not been purchased and used before November 14, 2014 shall terminate and revert to the District; and WHEREAS, some landowners that have ERUs pursuant to the Water Resources Agreements have requested that the District consider an extension of the deadline for use; and WHEREAS, the Board hereby finds that the current economic situation in the Denver- Metropolitan Area has led to development within the District at a slower rate than anticipated at the time of the Water Resources Agreements; and WHEREAS, the Board recognizes that a substantial portion of the landowners that have made substantial progress toward development of their properties likely would have used their ERUs to obtain connections but for the economic downturn; and WHEREAS, the Board recognizes that the landowners that have made substantial progress toward development of their properties will be in a good position to resume development when the economy improves, and likely will be some of the first to use such ERUs upon recovery of the economy; and WHEREAS, the Board recognizes that water supplies available within the District are limited. Therefore, the Board wants to have water connections available for the properties that are likely to utilize the District s water and wastewater services first, including some of the property covered by the Water Resources Agreements; and WHEREAS, the Board wishes to recognize that Water Resources Agreements are complete when a property has been fully developed and that any unused ERUs under such agreements revert back to the District; and WHEREAS, the Board is willing to extend the deadline for use of the ERUs, pursuant to the terms and conditions set forth herein, for landowners that have made substantial progress toward development of their properties in order to facilitate development of properties within the District, 2

thereby increasing the tax base for the District and providing new customers to receive public water and wastewater service from the District; and WHEREAS, the extension of the ERUs is limited in order to encourage use of the ERUs in a timely manner, and to ensure that such ERUs are available for lands ready for beneficial use of the ERUs; and WHEREAS, the District, in its discretion, may make the ERUs that are not extended or subsequently expire available for use or allocation, enabling the District to provide service to property owners that approach the District seeking connections for pending development opportunities; and WHEREAS, the District has made and from time to time makes other opportunities available for the purchase of water resources for new connections; and WHEREAS, the Board wants to recognize that ERUs are limited to the properties to which they are currently allocated in order to encourage use on property which is progressing toward development and to discourage speculation; and WHEREAS, the Board conducted a series of public meetings and study sessions and received comments from the public and landowners prior to passing this Resolution; and WHEREAS, the Board held a public hearing on this Resolution following publication of notice of the public hearing; and WHEREAS, the District finds that the public interest and welfare will be advanced by extending the deadline for use of the ERUs, as set forth herein. NOW, THEREFORE, be it resolved by the Board of Directors of the District as follows: 1. Application and Criteria for Extension of ERUs. Any landowner that is a party to a Water Resources Agreement as set forth in Exhibit A may submit an application to the Manager of the District (in the form attached hereto as Exhibit B) no later than June 30, 2012, requesting an extension of the deadline for use of the ERUs. Supporting documentation can be included with the application for extension. If a property owner fails to submit an application for extension by June 30, 2012, that property owner s ERUs shall expire on November 14, 2014 and shall not be eligible for extension. The District s General Manager and Water Systems Manager shall review each of the applications received by June 30, 2012, and make a recommendation to the Board regarding whether the Board should renew the application. In order to be granted an extension, a property owner must establish that: 3

A) The property has been included into the District; B) The property has been annexed into the City of Commerce City, if applicable; C) The property owner has made substantial progress toward development of the property. The Board of the District will determine, in its discretion, the weight to be given to certain development activities, and no single action will guarantee that the Board will find that the property owner made substantial progress toward development of the property. Evidence that the property owner has made substantial progress toward development of the property may include some of the following, though this list is not exhaustive of such development activities: The property has been subdivided and platted; The property has been rezoned, which may include approval of a Planned Unit Development ( PUD ); A conditional use permit or variance has been obtained, if needed; A Development Plan or PUD Development Permit has been approved; Public or common infrastructure has been installed on or adjacent to the property, such as roads (public or private), curb and gutter, water and/or sewer lines, lift stations, fire hydrant, water retention/detention ponds, street lights, community pools or recreation centers; Residential, commercial or industrial units have been constructed on the property; Building permits or certificates of occupancy have been issued; A metropolitan district has been organized to construct or finance public infrastructure; Financing for the development and/or its infrastructure has been obtained; and The property owner has invested in providing the District with additional water resources for development of the property. D) The property owner must agree to enter into a First Amendment to Water Resources Agreement with the District in substantially the form attached hereto as Exhibit C. The Board may deny or approve an application for extension of the expiration date for ERUs, subject to conditions that the Board deems appropriate. The Board s decision as to whether a particular application has met the criteria for extension shall be final and conclusive. Minor irregularities in the application may be waived at the discretion of the Board. If the Board denies or fails to approve an extension as to a particular landowner or if conditions of approval are not satisfied, that landowner s ERUs will terminate on November 14, 2014 as provided in the Water Resources Agreement. 4

2. New Expiration Dates for Extended ERUs. Exhibit A sets forth the property owners that hold ERUs, along with the number of ERUs that have not been used as of March 31, 2011 (the Available ERUs ). Any ERUs that are extended by the Board will expire upon the earlier of: (i) full development of the landowner s property, in accordance with the approved Development Plan or PUD Development Permit; (ii) approval of a Final Subdivision Plat, Development Plan or PUD Development Permit by Commerce City or Adams County that indicates that less than all of the ERUs are needed (combined with other water resources that are currently allocated to the property) in order to fully develop the subject property; or (iii) in accordance with the following schedule: A) As of November 30, 2018, 25% of the landowner s Available ERUs listed in Exhibit A will expire if unused, and the landowner will retain 75% of the Available ERUs. B) As of November 30, 2019, an additional 15% of the landowner s Available ERUs listed in Exhibit A will expire if unused, and the landowner will retain 60% of the Available ERUs. C) As of November 30, 2020, an additional 15% of the landowner s Available ERUs listed in Exhibit A will expire if unused, and the landowner will retain 45% of the Available ERUs. D) As of November 30, 2021, an additional 15% of the landowner s Available ERUs listed in Exhibit A will expire if unused, and the landowner will retain 30% of the Available ERUs. E) As of November 30, 2022, an additional 15% of the landowner s Available ERUs listed in Exhibit A will expire if unused, and the landowner will retain 15% of the Available ERUs. F) As of November 30, 2023, any unused Available ERUs will expire. 3. The ERUs will not be extended beyond the deadlines set forth in paragraph 2. 4. Any Available ERUs that expire or terminate shall revert back to the District. The District may, in its discretion, use the expired or terminated ERUs for the sale of water and sewer connections to landowners within the boundaries of the District. Landowners who had been allocated GID or GSA ERUs and have had such ERU allocations expire or terminate may seek to obtain any ERU connections made available by the District, along with other landowners within the District based on the criteria or terms established by the District. 5

ADOPTED this day of, 2011. SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT JoAnn Stevenson, Chairman ATTEST: John Ennis, Secretary SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT, ACTING BY AND THROUGH ITS SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT ACTIVITY ENTERPRISE ATTEST: JoAnn Stevenson, Chairman John Ennis, Secretary 6

EXHIBIT A LIST OF WATER RESOURCES AGREEMENTS GSA Water Resources Agreements Contracting Property Owner Date of WRA Current Property Owner (if known to be different) Unused ERUs (as of 3/31/11) Adams Square 11/12/02 SACWSD 104.36 Adams Square 11/12/02 KB Homes 10.64 GCC of Denver 12/11/02 180.51 GCC of Denver 12/11/02 Home Depot.31 Blitt/GHA 12/12/02 Aberdeen Investors 970.00 Blitt/GHA 12/12/02 Amber/Aberdeen Crossing 269.55 Blitt/GHA 12/12/02 Mag II 83.00 NS Properties 02/12/03 8.97 Claybar Creek 02/12/03 8.00 Marty Farms 10/08/03 175.99 DIG 01/14/04 69.86 Corrigan Trust 03/15/04 Gaylord Partners 26.00 Corrigan Trust 03/15/04 Cummins RM.36 Aigaki, LLC 07/22/04 90.00 217 Associates Water Resources Agreement 217 Associates 08/29/03 49.00

EXHIBIT B APPLICATION FOR EXTENSION OF WATER RESOURCES AGREEMENT (1), a ( Owner ), hereby applies to South Adams County Water and Sanitation District (the District ) for an extension of the expiration date of ERUs pursuant to a Water Resources Agreement with the District dated, in accordance with all of the terms of the Board Resolution Regarding Extension of ERUs from Certain Water Resources Agreements, adopted on, 2011. (2) The Owner hereby represents that it is the fee title owner of the property described in Exhibit A attached hereto and incorporated herein (the Property ). (3) The Owner hereby represents that (please check all that apply): The Property has been included into the boundaries of the District (Date: ) The Property has been annexed into the City of Commerce City (Date: ) The Property has been included into the boundaries of the GID (only applicable to 217 Associates Partnership) (Date: ) If any of the above are not checked, please provide an explanation: (4) The Owner hereby represents that the following structures have been constructed on the Property. Please state whether they are completed and/or occupied: (5) The approved number of units for the Property is according to approved on.

Explain: (6) Has a metropolitan district been organized to construct or finance public infrastructure? If yes, name: Have the voters approved debt for the public infrastructure? Has the debt been issued? (7) What is the planned timeframe for development of the Property? (8) Has the Owner financed the acquisition of any other water resources for the Property? Please describe: (9) Owner hereby agrees that if its application for extension is granted, it will enter into a First Amendment to Water Resources Agreement with the District in substantially the form attached to the Board Resolution Regarding Extension of ERUs from Certain Water Resources Agreements on or before January 2, 2013. (10) Owner hereby agrees that the ERUs will not be extended beyond the dates listed in paragraph 2 of the Resolution Regarding Extension of ERUs from Certain Water Resources Agreements. (11) Provide include all of the following attachments (A E) with the application: Attachment A Legal Description and Map of Property Attachment B Copy of Deed establishing current ownership Attachment C - Land Use Approvals: Description of all land use approvals by Commerce City or Adams County, including the date of approval and whether the approval has expired, along with a copy of any approved final plat, development plan or PUD development permit. 2

OWNER: Attachment D Public/Common Infrastructure: Description of any public or common infrastructure that has been installed on the Property, including estimated costs and whether they have been dedicated to a public entity. Attachment E Financing: Description of any financing that has been obtained for development of the Property, including the name of the lender, the date of the loan, the amount of the loan and whether the loan is in default. Signed and submitted by an authorized representative of Owner: By: Title: Date: 3

EXHIBIT C FIRST AMENDMENT TO WATER RESOURCES AGREEMENT This FIRST AMENDMENT TO WATER RESOURCES AGREEMENT is entered into by and between, a ( Property Owner ) and South Adams County Water and Sanitation District, a Colorado special district, acting in its enterprise capacity pursuant to the South Adams County Water and Sewer Enterprise (collectively referred to as the District ). RECITALS WHEREAS, the District entered into that certain Water Resources Agreement with dated (the Agreement ); and WHEREAS, pursuant to the Agreement, the District agrees to make available the opportunity to purchase up to equivalent residential unit connections ( ERUs ) for water and wastewater service to for use on certain property described in Exhibit A attached hereto and incorporated herein (the Property ), subject to the payment of applicable connection fees, the District s Rules and Regulations and the terms of the Agreement; WHEREAS, the Property Owner is the current owner of the Property [and successor-ininterest to the original owner, ]; and WHEREAS, the Agreement provides that if any of the ERUs made available are not purchased and used before November 14, 2014, the unused ERUs will terminate and revert to the District; and WHEREAS, as of March 31, 2011 ERUs available under the Agreement were unused and still available for use on the Property; and WHEREAS, the parties wish to hereby amend the Agreement and agree to an extension of the deadline for use of the ERUs, in light of the current economic situation in the Denver- Metropolitan Area which has led to development within the District at a slower rate than anticipated at the time of the Water Resources Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration the sufficiency and receipt of which are hereby acknowledged, the parties agree to the following terms and conditions. Section 1. Paragraph 2 of the Agreement is hereby amended as follows:

2. As of March 31, 2011 ERU Opportunities made available pursuant to this Agreement have not been purchased and used (the Available ERU Opportunities ). If not purchased and used, the Available ERU Opportunities will automatically terminate and revert to the District upon the earlier of: i) full development of the Property, in accordance with the approved Development Plan or PUD Development Permit; ii) approval of a Final Subdivision Plat, Development Plan or PUD Development Permit by Commerce City or Adams County which indicates that less than all of the ERUs are needed (combined with other water resources which are currently allocated to the Property) in order to fully develop the subject Property, or iii) in accordance with the following schedule: A) As of November 30, 2018, 25% of the Available ERU Opportunities listed in Exhibit A will expire if unused, and the Property Owner will retain 75% of the Available ERUs. B) As of November 30, 2019, an additional 15% of the Available ERU Opportunities listed in Exhibit A will expire if unused, and the Property Owner will retain 60% of the Available ERUs. C) As of November 30, 2020, an additional 15% of the Available ERU Opportunities listed in Exhibit A will expire if unused, and the Property Owner will retain 45% of the Available ERUs. D) As of November 30, 2021, an additional 15% of the Available ERU Opportunities listed in Exhibit A will expire if unused, and the Property Owner will retain 30% of the Available ERUs. E) As of November 30, 2022, an additional 15% of the Available ERU Opportunities listed in Exhibit A will expire if unused, and the Property Owner will retain 15% of the Available ERUs. F) As of November 30, 2023, any unused Available ERU Opportunities will expire. Any Available ERUs that expire or terminate shall revert to the District. The District may, in its discretion, use the expired or terminated ERUs for the sale of water and sewer connections to landowners within the boundaries of the District. If the Property Owner s ERUs expire or are terminated, Property Owner may seek to obtain ERU connections made available by the District, along with other landowners within the District, based on the criteria or terms established by the District. Any ERU connections on the Property shall made be in compliance with the then-applicable Rules and Regulations of the District. 2

Section 2. The following new paragraphs are hereby added to the Agreement: 15. The ERU opportunities are not transferable to new property and may only be used on the Property. 16. Property Owner agrees to submit to the District a copy of any Final Subdivision Plat, Development Plan or PUD Development Permit, or amendment thereto, approved by Commerce City or Adams County for the Property, within ten days of such approval. 17. [Special Conditions] Section 3. The Agreement shall continue in full force and effect except as hereby amended. Entered into this day of, 20. PROPERTY OWNER By: Title: Date: SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT ATTEST: JoAnn Stevenson, Chairman John Ennis, Secretary 3

Exhibit A Description of the Property

RESOLUTION 11-005 RESOLUTION OF THE BOARD OF DIRECTORS OF SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT, ACTING IN ITS GOVERNMENTAL CAPACITY AND BY AND THROUGH ITS SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT ACTIVITY ENTERPRISE, AUTHORIZING EXTENSION OF THE DEADLINE FOR USE OF GID ERU ALLOCATIONS WHEREAS, the South Adams County Water and Sanitation District ( District ), acting in its governmental capacity and by and through its Water and Sewer Enterprise, is a pre-1965 special district and political subdivision of the State of Colorado, acting pursuant to its pre-1965 standing and certain powers set forth in Colorado laws, including but not limited to the Colorado Special District Act, C.R.S. 32-1-101, et seq.; and WHEREAS, by resolution adopted on October 15, 1995, the Board of Directors of the South Adams County Water and Sanitation District (the Board ) established the South Adams County Water and Sanitation District Activity Enterprise (along with the South Adams County Water and Sanitation District collectively referred to herein as the District ) as a water activity enterprise within the meaning of C.R.S. 37-45.1-101, et seq., for the purpose of operating and accounting for the operations of the water and sanitary sewer system, and WHEREAS, the District is authorized to adopt, amend and enforce rules and regulations for carrying on the business and affairs of the District, pursuant to C.R.S. 32-1-1001(1)(m); and WHEREAS, the District is authorized to acquire water rights and construct and operate lines and facilities and to fix and from time to time increase or decrease tap fees, pursuant to C.R.S. 32-1-1006(1)(e) and (g); and WHEREAS, the District operates in certain settings pursuant to its Water and Sewer Enterprise, as authorized by 37-45-101.5, et seq., C.R.S.; and WHEREAS, the service area of the District generally consists of two areas: 1) the area known as the Northern Range area of Commerce City which is included or to be included within the Northern Infrastructure General Improvement District (the GID ) and 2) the General Service Area ( GSA ); and WHEREAS, the District administers the available supply of water and sewer to its service area, as well as charges and fees therefor, based upon connections or taps for each equivalent singlefamily residential unit ( ERUs ). Uses other than actual single-family residences are converted by the District to equivalent ERU units based upon water use; and WHEREAS, the District entered into an agreement dated April 27, 1998 with the GID For the Purpose of Construction, Installation and Maintenance of Water Lines, Wastewater Lines, Accessories and Appurtenances Thereto, pursuant to which the District and GID agreed that the

District, acting by and through its Water and Sewer Enterprise, would construct, install and maintain certain public water and wastewater improvements with some financing by the GID, and seek water resources and wastewater capacity to provide service to the GID Area; and WHEREAS, the District undertook such an effort to seek water resources and wastewater capacity; and WHEREAS, on August 28, 2001 the Board of Directors of the District (the Board ) adopted a Resolution Regarding Allocation of ERUs to Original GID Lands (the GID ERU Resolution ), in which the District allocated the right to purchase the available connections (5000 ERU connections) (collectively the GID ERUs ) among the original owners of land within the GID (which were all of the property owners in the GID at the time), for use on their property, based on an understanding that they had development pending and in expectation that the development would be forthcoming; and WHEREAS, the original GID ERU allocation was as follows: Property Owner: Number of GID ERUs Allocated: Catellus 747 Reasoner 185 Dunes 271 Watterson 685 Carlson 956 Melody 245 Cutler 656 Shea 1113 Buckley 120 90 Gateway American 52 WHEREAS, property owners that have been allocated GID ERUs under the GID ERU Resolution are required to submit an application for service and pay all connection fees before a GID ERU allocation can be used to obtain a connection to the District s system, as any other property owner would be required to do; and WHEREAS, some of the allocated GID ERUs have been used to obtain connections to the District s systems; however, other property owners have not fully developed their property as anticipated and have not used all of the allocated GID ERUs; and WHEREAS, some of the allocated GID ERUs have been assigned or transferred to new property. Exhibit A, attached hereto and incorporated herein, sets forth the current landowners that hold GID ERUs that were allocated under the 2001 GID ERU Resolution, along with the number of unused allocated GID ERUs as of May 1, 2011 (referred to herein as the Available GID ERU Allocations ); and 2

WHEREAS, the GID ERU Resolution provides that if any allocated GID ERUs are not purchased and used before July 1, 2013, the availability and allocation of the taps will terminate and the District can reallocate the water and taps; and WHEREAS, in the GID ERU Resolution, the District Board reserved the right to review and modify the allocation schedule and process, in its sole discretion; and WHEREAS, some landowners that have been allocated the right to purchase GID ERU connections pursuant to the GID ERU Resolution have requested that the District consider an extension of the July 1, 2013 deadline for use; and WHEREAS, the Board hereby finds that the current economic situation in the Denver- Metropolitan Area has led to development within the District at a slower rate than anticipated at the time of the GID ERU Resolution; and WHEREAS, the Board recognizes that a large portion of the landowners that have made substantial progress toward development of their properties likely would have used their GID ERUs but for the economic downturn; and WHEREAS, the Board recognizes that the landowners that have made substantial progress toward development of their properties will be in a good position to resume development when the economy improves, and likely will be some of the first to use such GID ERUs upon recovery of the economy; and WHEREAS, the Board recognizes that water supplies available within the District are limited; therefore, the Board wants to have water connections available for the properties that are likely to utilize the District s water and wastewater services first, including some of the property owned by those allocated GID ERUs; and WHEREAS, the Board is willing to extend the deadline for use of the GID ERUs, pursuant to the terms and conditions set forth herein, for landowners that have made substantial progress toward development of their properties in order to facilitate development of properties within the District, thereby increasing the tax base for the District and providing new customers to receive public water and wastewater service from the District; and WHEREAS, the extension of the GID ERUs is limited in order to encourage use of the ERUs in a timely manner, and to ensure that such ERUs are available for lands ready for beneficial use of the ERUs; and WHEREAS, the District may, in its discretion, make the GID ERUs that are not extended or subsequently expire available for use or allocation, enabling the District to provide service to new property owners that approach the District seeking connections for new development opportunities; and 3

WHEREAS, the District has made and continues to make other opportunities available for the purchase of additional water resources for new connections; and WHEREAS, the Board wants to limit transfer of the GID ERUs to other properties in the future, in order to encourage use on property that is progressing toward development and to discourage speculation; and and WHEREAS, there are currently no other allocations of GID ERUs available from the District; WHEREAS, the Board conducted a series of public meetings and study sessions and received comments from the public and landowners prior to making the original allocation under the 2001 GID ERU Resolution. The Board also conducted a series of public meetings and received comments from the public and landowners before passing this Resolution; and WHEREAS, following publication of a notice of hearing, the Board held a public hearing on this Resolution; and WHEREAS, the District finds that the public interest and welfare will be advanced by extending the deadline for use of the GID ERUs as set forth herein. NOW, THEREFORE, be it resolved by the Board of Directors of the District as follows: 1. Application and Criteria for Extension of GID ERU Allocations. Any property owner that holds allocated GID ERUs (Exhibit A) may submit an application to the Manager of the District (in the form attached hereto as Exhibit B) no later than June 30, 2012, requesting an extension of the deadline for use of the GID ERUs. Supporting documentation can be included with the application for extension. If a property owner fails to submit an application for extension by June 30, 2012, that property owner s GID ERUs shall expire on July 1, 2013 and shall not be eligible for extension. The District s General Manager and Water Systems Manager shall review each of the applications received by June 30, 2012, and make a recommendation to the Board regarding whether the Board should renew the application. In order to be granted an extension, a property owner must establish that: A) The property has been included into the District; B) The property has been annexed into the City of Commerce City and included into the Northern Infrastructure General Improvement District (GID); C) The property owner has made substantial progress toward development of the property. The Board of the District will determine, in its discretion, the weight to be given to certain development activities, and no single action will guarantee that the Board will find that the property owner has made substantial progress toward 4

development of the property. Evidence that the property owner has made substantial progress toward development of the property may include some of the following, though this list is not exhaustive of such development activities: The property has been subdivided and platted; The property has been rezoned, which may include approval of a Planned Unit Development ( PUD ); A conditional use permit or variance has been obtained, if needed; A Development Plan or PUD Development Permit has been approved; Public or common infrastructure has been installed on or adjacent to the property, such as roads (public or private), curb and gutter, water and/or sewer lines, lift stations, fire hydrant, water retention/detention ponds, street lights, community pools or recreation centers; Residential, commercial or industrial units have been constructed on the property; Building permits or certificates of occupancy have been issued; A metropolitan district has been organized to construct or finance public infrastructure; Financing for the development and/or its infrastructure has been obtained; and The property owner has invested in providing the District with additional water resources for development of the property. D) The property owner must agree to enter into a Water Resources Agreement with the District in substantially the form attached hereto as Exhibit C. The Board may deny or approve an application for extension of the expiration date for GID ERU allocations, subject to conditions that the Board deems appropriate. The Board s decision as to whether a particular application has met the criteria for extension shall be final and conclusive. Minor irregularities in the application may be waived at the discretion of the Board. If the Board denies or fails to approve an extension as to a particular landowner or if conditions for approval are not satisfied, that landowner s GID ERUs will terminate on July 1, 2013 as provided in the GID ERU Resolution. If the Board approves an extension of the expiration date for certain GID ERUs, such GID ERUs may not be transferred to new property following the approval of the extension and may only be used on the property for which the application for extension was made. 2. New Expiration Dates for Extended ERUs. Exhibit A sets forth the property owners that hold allocated GID ERUs, along with the number of GID ERUs that have been allocated and have not been used as of May 1, 2011 (the Available GID ERU Allocations ). Any GID ERU allocations that are extended by the Board will expire upon the earlier of: (i) full development of the landowner s property, in accordance with the approved Development Plan or PUD Development Permit; (ii) approval of a Final Subdivision Plat, Development Plan or PUD Development Permit by Commerce City which indicates that less than all of the GID ERUs are needed (combined with other 5

water resources that are currently allocated to the property) in order to fully develop the subject property; or (iii) in accordance with the following schedule: A) As of November 30, 2018, 25% of the landowner s Available GID ERU Allocations listed in Exhibit A will expire if unused, and the landowner will retain 75% of the Available GID ERU Allocations. B) As of November 30, 2019, an additional 15% of the landowner s Available GID ERU Allocations listed in Exhibit A will expire if unused, and the landowner will retain 60% of the Available GID ERU Allocations. C) As of November 30, 2020, an additional 15% of the landowner s Available GID ERU Allocations listed in Exhibit A will expire if unused, and the landowner will retain 45% of the Available GID ERU Allocations. D) As of November 30, 2021, an additional 15% of the landowner s Available GID ERU Allocations listed in Exhibit A will expire if unused, and the landowner will retain 30% of the Available GID ERU Allocations. E) As of November 30, 2022, an additional 15% of the landowner s Available GID ERU Allocations listed in Exhibit A will expire if unused, and the landowner will retain 15% of the Available GID ERU Allocations. F) As of November 30, 2023, any unused Available GID ERU Allocations will expire. 3. The GID ERU allocations will not be extended beyond the deadlines set forth in paragraph 2. 4. Any GID ERUs that expire or terminate shall revert back to the District. The District may, in its discretion, use the expired or terminated GID ERUs for the sale of water and sewer connections to landowners within the boundaries of the District. Landowners who had been allocated GID ERUs or GSA ERUs and have had such ERU allocations expire or terminate may seek to obtain any ERU connections made available by the District, along with other landowners within the District based on the criteria or terms established by the District. 5. As a condition of passing this resolution allowing landowners the opportunity to apply for an extension of the GID ERUs, the Available GID ERU Allocations may henceforth be transferred to new property within the GID only one time per GID ERU between the date of this Resolution and June 30, 2012 or the date that an application for extension of such GID ERU is granted by the District (whichever is earlier), with any such transfer being subject to the District s consent and approval, which consent and approval shall not be unreasonably withheld. After June 30, 2012 or approval of an extension, the Available GID ERU Allocations shall not be transferable to new property; however, the Available GID ERU Allocations may be assigned to the landowner s successor-in-interest, a related entity of the landowner or a subsequent owner of the 6

property to which the Available GID ERU Allocations have been allocated, provided that the GID ERUs will still be restricted to use on the same property. All permitted transfers and assignments will be subject to the terms of the GID ERU Resolution, the Rules and Regulations of the District and the Resolution Regarding Assignments and Transfers of Interests in Water Connection Allocations and Water Resources Participation Agreements dated February 13, 2002, as it may be amended from time to time. ADOPTED this day of, 2011. SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT ATTEST: JoAnn Stevenson, Chairman John Ennis, Secretary SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT, ACTING BY AND THROUGH ITS SOUTH ADAMS COUNTY WATER AND SANITATION DISTRICT ACTIVITY ENTERPRISE ATTEST: JoAnn Stevenson, Chairman John Ennis, Secretary 7

EXHIBIT A Landowners Allocated GID ERUs Current Landowner Available GID ERU Original GID Landowner Allocations (Unused as of May 1, 2011) 104 th Avenue Investments 417.12 Catellus BCX Development Partners 152.93 Catellus Westside Acquisitions.32 Reasoner KB Homes 10.00 Reasoner Capital Pacific Holdings 37.00 Reasoner CJ 100 th & Chambers LLC 2.01 Reasoner SWIG-Cutler JV 3.00 Dunes LDP Development 34.08 Dunes Pulte Homes 16.00 Dunes Stillwater HOA 13.00 Dunes Watterson 34.55 Watterson Richmond Homes 26.65 Watterson Mile High Banks 15.13 Watterson Fairways Land 5.00 Watterson Buffalo Run Investments 42.00 Watterson Kovalis LLC 14.85 Watterson BCI Feuer 733.00 Carlson Mutual of Omaha Bank 203.62 Cutler Cutler 309.00 Cutler Pulte Homes 13.00 Cutler SW North Range LLC 12.42 Cutler Animal Vet Hospital 1.42 Cutler James Company 16.08 Cutler Shea 891.00 Shea SW Chambers 10.00 Buckley 120 SW North Range LLC 10.00 Buckley 120 Gateway American 16.00 Gateway American Richmond Homes 9.00 Gateway American

EXHIBIT B Application for Extension of GID ERUs (1), a ( Owner ) hereby applies to South Adams County Water and Sanitation District (the District ) for an extension of the expiration date of its GID ERUs that were allocated pursuant to the Resolution of the Board of Directors of the District (the Board ) adopted on August 28, 2001 and titled Resolution Regarding Allocation of ERUs to Original GID Lands, in accordance with all terms of the Board Resolution Authorizing the Extension of Deadline for Use of GID ERU Allocations, adopted on, 2011. (2) The Owner hereby represents that it is the fee owner of the property described in Exhibit A, attached hereto and incorporated herein (the Property ). (3) The Owner hereby represents that (please check all that apply): The Property has been included into the boundaries of the District (Date: ) The Property has been annexed into the City of Commerce City (Date: ) The Property has been included into the boundaries of the GID (Date: ) If any of the above are not checked, please provide an explanation: (4) The Owner hereby represents that the following structures have been constructed on the Property. Please state whether they are completed and/or occupied: (5) The approved number of units for the Property is according to approved on. Explain.

(6) Has a metropolitan district been organized to construct or finance public infrastructure? If yes, name: Have the voters approved debt for the public infrastructure? Has the debt been issued? (7) What is the planned timeframe for development of the Property? (8) Has the Owner financed acquisition of any other water resources for the Property? Please describe: (9) Owner hereby agrees that if its application for extension is granted, it will enter into a Water Resources Agreement with the District in substantially the form attached to the Board Resolution Authorizing Extension of Deadline for Use of GID ERUs on or before January 2, 2013. (10) Owner hereby agrees that the GID ERUs shall not be transferable to new property, after June 30, 2012 or the date of District approval of an extension (whichever is earlier), and may only be used on the Property if an extension is granted. (11) Owner hereby agrees that the GID ERUs will not be extended beyond the dates listed in paragraph 2 of the Resolution Authorizing Extension of Deadline for Use of GID ERUs. (12) Provide all of the following attachments with the application: Attachment A Legal Description and Map of Property Attachment B Copy of Deed establishing current ownership Attachment C - Land Use Approvals Description of all land use approvals by Commerce City or Adams County, including the date of approval and whether the approval has expired, along with a copy of any approved final plat, development plan or PUD development permit. 10

OWNER Attachment D Public/Common Infrastructure Description of any public or common infrastructure that has been installed on the Property, including estimated costs and whether they have been dedicated to a public entity. Attachment E Financing Description of any financing that has been obtained for development of the Property, including the name of the lender, the date of the loan, the amount of the loan and whether the loan is in default. Signed and submitted by an authorized representative of Owner: By: Title: Date: 11

EXHIBIT C WATER RESOURCES AGREEMENT This Water Resources Agreement is made this day of, 20 between, a whose address is ( Property Owner ) and South Adams County Water and Sanitation District, a quasi-municipal corporation and political subdivision of the state of Colorado whose address is, acting by and through its South Adams County Water and Sanitation District Activity Enterprise (collectively referred to as the District ). RECITALS WHEREAS, the District currently provides municipal water and wastewater service within its boundaries for the benefit of its residents and property owners located in Adams County, Colorado; and WHEREAS, Property Owner is the owner of certain parcels of land in Adams County, Colorado, more fully described on Exhibit A attached hereto ( Property ); WHEREAS, the Property has been included in the boundaries of the District by Order of the District Court, Adams County, Civil Action No. 5750 on ; and WHEREAS, the Property has been annexed into Commerce City and included within the boundaries of the Northern Infrastructure General Improvement District (the GID ); and WHEREAS, as a condition of receiving water and sanitation service from the District, a property owner seeking to acquire water and wastewater service from the District and/or seeking to be included within the District s boundaries shall enter into a water resources agreement with the District by which the property owner shall dedicate to the District water rights, water storage or related facilities or the equivalent thereof sufficient to provide water service to the subject property; and WHEREAS, on August 28, 2001 the Board of Directors of the District (the Board ) adopted a Resolution Regarding Allocation of ERUs to Original GID Lands (the GID ERU Resolution ), in which the District allocated the opportunity to purchase 5000 ERU connections available in the GID (collectively the GID ERUs ) among the original owners of land within the GID for use on their property; and WHEREAS, the GID ERU Resolution provides that if any allocated GID ERUs are not purchased and used before July 1, 2013, the availability and allocation of the taps will terminate and the District can reallocate the water and taps; and

WHEREAS, in the GID ERU Resolution, the District Board reserved the right to review and modify the allocation schedule and process, in its sole discretion; and WHEREAS, on [May 9, 2011], the Board of Directors of the District passed Resolution 11-005 Authorizing Extension of the Deadline for Use of GID ERU Allocations (the GID ERU Extension Resolution ), pursuant to which the Board provided an opportunity for property owners which had been allocated GID ERUs to submit an application for extension of the deadline for use of the GID ERUs; and WHEREAS, under the GID ERU Resolution GID ERUs were allocated to ( ) for use on its property within the GID; and WHEREAS, pursuant to the Assignment and Bill of Sale dated, assigned and transferred of the GID ERUs to Property Owner for use on the Property. This Assignment was consented to by the District on ; and WHEREAS, Property Owner assigned of the GID ERUs to by Assignment and Bill of Sale dated, consented to by the District on ; and WHEREAS, the Property Owner currently has a balance of GID ERUs available for use on the Property (the Property ERUs ); and WHEREAS, Property Owner submitted an application for extension of the deadline for use of the Property ERUs; and WHEREAS, the District has reviewed Property Owner s application and found that the criteria for granting an extension have been met and the Board of Directors has approved extension of the deadline for use of the Property ERUs, subject to the provisions of the GID ERU Extension Resolution and this Water Resources Agreement; and WHEREAS, Property Owner recognizes that the inclusion of the Property into the District has benefited Property Owner and agrees that all conditions set forth herein are fair and appropriate conditions for extension of the deadline for use of the Property ERUs; and WHEREAS, provision of municipal water and wastewater services to the Property shall be subject to the District s Rules and Regulations, as they may be amended, and subject further to the terms and conditions of the inclusion agreement for the Property, this Agreement, the GID Resolution and the GID ERU Extension Resolution; and WHEREAS, it is in the best interest of the District, and its landowners and customers, that this Agreement be entered into; and 13

WHEREAS, the Property Owner and the District desire to clarify the terms of the availability of public water and wastewater service to the Property by the District under the District s Rules and Regulations and the GID ERU Extension Resolution. AGREEMENT NOW THEREFORE, in consideration of the mutual promises, covenants and provisions herein, the District and Property Owner agree as follows: 1. The District agrees to make available to the Property Owner the opportunity to purchase up to equivalent residential unit connections for water and wastewater service, subject to the payment of applicable connection fees (which include the water resources component), the District s Rules and Regulations, the terms and conditions of this Agreement, and the GID Extension Resolution, including the requirement to have a valid building permit from Commerce City before obtaining a connection. If the building permit lapses, the connection permit will be revoked, and the fees will be reimbursed without interest. If the tap has not been placed into service within one year, the connection permit will be revoked and the fees will be reimbursed without interest. 2. The Property ERUs may be used on any portion of the Property. 3. The Property ERUs will expire upon the earlier of: (i) full development of the Property, in accordance with the approved Development Plan or PUD Development Permit; (ii) approval of a Final Subdivision Plat, Development Plan or PUD Development Permit by Commerce City which indicates that less than all of the Property ERUs are needed (combined with other water resources that are currently allocated to the Property) in order to fully develop the Property; or (iii) in accordance with the following schedule: a. As of November 30, 2018, 25% of the Property ERUs will expire if unused, and the landowner will retain 75% of the Property ERUs. b. As of November 30, 2019, an additional 15% of the Property ERUs will expire if unused, and the landowner will retain 60% of the Property ERUs. c. As of November 30, 2020, an additional 15% of the Property ERUs will expire if unused, and the landowner will retain 45% of the Property ERUs. d. As of November 30, 2021, an additional 15% of the Property ERUs will expire if unused, and the landowner will retain 30% of the Property ERUs. e. As of November 30, 2022, an additional 15% of the Property ERUs will expire if unused, and the landowner will retain 15% of the Property ERUs. f. As of November 30, 2023, any unused Property ERUs will expire. 14

4. The Parties understand and agree that the Property ERUs will not be extended beyond the deadlines set forth in paragraph 3. 5. Any Property ERUs that expire or terminate shall revert back to the District. The District may, in its discretion, use the expired or terminated Property ERUs for the sale of water and sewer connections to landowners within the boundaries of the District. Landowners who had been allocated GID ERUs or GSA ERUs and have had such ERU allocations expire or terminate may seek to obtain any ERU connections made available by the District, along with other landowners within the District, subject to the Rules and Regulations, criteria or terms established by the District. 6. In the event that the Property ERUs terminate or expire, the Property Owner may be obligated to enter into new water resources agreement(s) to meet any additional water supply demands. The District shall have no obligation to provide water and sanitation services to the Property unless Property Owner shall dedicate to the District water rights, water storage or related facilities or the equivalent thereof sufficient to provide water service to the subject property. 7. The Property ERUs shall not be transferable to new property; however, the Property ERUs may be assigned to the landowner s successor-in-interest, a related entity of the landowner or a subsequent owner of the Property for use on the Property, subject to payment of the then current transfer fee and consent by the District which shall not be unreasonably withheld. 8. The availability of the Property ERUs in any year shall be subject to the threshold allocation limitations provided in paragraph 2 of the GID ERU Resolution in the event that (a) development in the District reaches an average rate of development of 1800 ERUs per year prior to the time that the regional wastewater treatment plant becomes operational or (b) new ERU connections in the District in any one year has exceeded or will exceed 2266 ERUs. In such event Property Owner will have available each year whatever may be its respective portion of the ERU opportunities available for the GID Area (379 ERUs in the case of threshold (a) or 427 ERUs in the case of threshold (b)). 9. Property Owner acknowledges that this Agreement and the Property ERUs may not provide water resources to meet all of the water supply needs of the Property and that Property Owner will be obligated to enter into further water resources agreement(s) to meet any additional water supply demands over and above the Property ERUs. Accordingly, the District s obligation to provide public water and wastewater service to the Property pursuant to this Agreement shall be limited to the Property ERUs ( ERUs) described above and any new or amended plat recorded for the Property shall refer to this limitation. 10. Further, Property Owner hereby agrees that it shall not sell any lands within the Property without sufficient water resources unless the buyers of said land agree in writing that they are purchasing the lands without sufficient water resources for full development. 15