Town of Castle Rock Water Provider Agreement

IIID. If necessary, CDNR will assist with coordination among interested
parties to support a transfer.
4. Process for Transfer. Water Provider may transfer its Storage Space by
means of assignment of all or a portion of this Agreement. In the event
of such assignment, the transferee shall, within 90 days after the end of
the Notice Period, enter into an agreement with CDNR, identical in
substance to this Agreement (except as to the Pro Rata Share in the
event of a partial assignment and method of payment), which will replace
and supersede this Agreement, in whole or in part. The transferee shall
not store water in Chatfield Reservoir until it has executed such
agreement with CDNR. In the event of a partial assignment,
concurrently with the transferee's execution of an agreement with CDNR,
Water Provider shall execute an amendment of this Agreement that
reflects Water Provider's reduced Pro Rata Share. All amounts due and
owing through and including the Closing Date by Water Provider
pursuant to this Agreement are the responsibility of Water Provider. For
any Storage Space transferred pursuant to this Paragraph IIID, all
amounts due and owing by Water Provider pursuant to this Agreement
shall be paid in full prior to transfer of such Storage Space being
effective.
IV. Water Provider's Payment Obligations
A. First Cost of Storage. Water Provider shall pay its Pro Rata Share of the First
Cost of Storage as defined in Article I.J of the Water Storage Agreement, which
amount is more specifically described in Article II.F.1 of the Water Storage
Agreement.
B. Federal Mitigation Costs. Water Provider shall pay its Pro Rata Share of the
costs of Recreation Modifications, and Compensatory Mitigation Features as
defined in Articles I.R and I.F, and Government oversight as described in Article
II.F.5. of the Water Storage Agreement.
C. State Mitigation Plan Costs. Water Provider shall pay its Pro Rata Share of the
costs of implementation of the State Mitigation Plan.
D. Total Project Costs. The total estimated amount of the costs described in
Paragraphs IV.A, B and C is One Hundred Thirty-four Million Dollars
($134,000,000.00) (collectively, the "Total Project Costs"). Concurrently with the
execution of this Agreement, Water Provider shall fully fund its Pro Rata Share
of the total amount of the Total Project Costs (collectively, the "Obligation")
through a deposit of cash into an approved escrow account ("Escrow Account")
and, if applicable, execution of one or more loan agreements with the Colorado
Water Conservation Board (each a "Loan Contract" and collectively, the "Loan
Contracts"). The escrow agreement, including instructions, for the Escrow
Account is attached hereto as Exhibit C and the Loan Contracts are attached as
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