Center of Colorado WCD Escrow Agreement

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CMS 84614
CORE CT2016-2276
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of October 16, 2015 ("Escrow Agreement"), is by and among
Center of Colorado Water Conservancy District, a Colorado Title 37 Water Conservancy District
("Depositor"); CHATFIELD RESERVOIR MITIGATION COMPANY, INC., a Colorado non-profit
corporation("CRMC"); and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as
escrow agent hereunder("Escrow Agent").
BACKGROUND
A. Depositor and the Colorado Department of Natural Resources ("CDNR")have entered into a Water
Provider Agreement dated October 16, 2015 ("Underlying Agreement"), a copy of which is attached as
Exhibit 1. The Underlying Agreement grants storage space in Chatfield Reservoir to Depositor and
requires Depositor to deposit the Escrow Funds (defined below) in a segregated individual escrow
account to be held by Escrow Agent for the purpose of meeting the Depositor's share of certain costs
defined in the Underlying Agreement.
B. Depositor and others incorporated the CRMC on October 8, 2015.
C. Escrow Agent has agreed to accept,hold,and disburse the funds deposited with it and the earnings
thereon in accordance with the terms of this Escrow Agreement.
D. Depositor and CRMC have appointed the Representatives(as defined below)to represent them in
connection with the funds to be deposited with Escrow Agent and this Escrow Agreement.
NOW THEREFORE, for good and valuable consideration,the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, for themselves,their successors and assigns, hereby agree as follows:
1. Definitions. The following terms shall have the following meanings when used herein:
"CRMC Representatives" shall mean the two persons so designated on Schedule C-2 hereto or any other two
persons designated, in a writing signed by CRMC and delivered to Escrow Agent and the Depositor
Representative in accordance with the notice provisions of this Escrow Agreement,to act as its representatives
under this Escrow Agreement.
"Depositor Representative" shall mean the person(s) so designated on Schedule C-1 hereto or any other
person(s) designated in a writing signed by Depositor and delivered to Escrow Agent and the CRMC
Representatives in accordance with the notice provisions of this Escrow Agreement,to act as its representative
under this Escrow Agreement. Escrow Agent and CRMC Representatives shall accept an executed and
acknowledged Oath of Office, along with an amended Schedule C-1 from Depositor, as confirmation that a
Depositor's Representative or Representatives have changed.
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{00412296.DOC/13}
11-01-2014