Castle Pines North Water Provider Agreement

I. Site Access and Authorization to Conduct Work
CDNR, through this Agreement, authorizes CRMC access to the Project
Site, contingent upon the inclusion of provisions related to insurance,
professional standards of care, immunity, access to work products and
reporting, in the bylaws of the CRMC attached as Exhibit F hereto. (For
reference, the articles of incorporation of the CRMC are also attached as
Exhibit G.) For purposes of this Agreement, the Project Site is defined as
the State Park located at Chatfield Reservoir as of the effective date of
this Agreement.
J. Termination After Redetermination of Total Project Costs. Within 24
months of the effective date of this Agreement, the Total Project Costs will
be re-examined and refined. If the refined estimate exceeds One Hundred
Thirty-four Million Dollars ($134,000,000.00) by ten percent or more,
Water Provider shall have the right to terminate this Agreement and
relinquish its Pro Rata Share for a period of sixty (60) days after the day
on which it is given notice of such refined estimate in accordance with the
notice provision below. If the refined estimate exceeds One Hundred
Thirty-four Million Dollars ($134,000,000.00) and the Water Provider
declines to terminate this Agreement, the Total Project Costs shall be
adjusted to equal the refined estimate and Water Provider shall have 180
days to fully fund the additional amount of its Pro Rata Share of the total
amount of the refined Total Project Costs in accordance with Paragraph
IV.D. Water Provider will be subject to Paragraph IV.F.1. if it fails to fund
such amounts in accordance with this Paragraph. If this Agreement is
terminated in accordance with this provision, Water Provider shall be
entitled to a refund of the funds it put into the Escrow Account and/or
cancellation of any further disbursements pursuant to any Loan Contract
with CWCB, both as described in Paragraph IV.D. above, except that
Water Provider shall be required to pay from its Escrow Account or
pursuant to its Loan Contracts its Pro Rata Share of the costs incurred in
developing the refined estimate of Total Project Costs, as well as its Pro
Rata Share of the project implementation costs incurred by CRMC, through
the date of such termination, including costs of any necessary reclamation
of the Project Site caused by disturbances prior to the termination.
VII. Miscellaneous Provisions.
A. Binding Effect. This Agreement and the rights and obligations created hereby
shall be binding upon and shall inure to the benefit of the Parties hereto and
their respective successors and assigns, if any.
B. Entire Agreement. This Agreement represents the entire agreement of the
Parties with respect to all matters set forth herein and neither Party has relied
upon any fact or representation not expressly set forth herein. This
Agreement supersedes all other prior agreements and understandings of any
to