PROJC00067

• Contract/PO #: C150053
• Contractor Name: Clifton Gunderson LLP
• Contract Type: Grant
• Loan Projects - Doc Type: Contract Documents

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Agency: Colorado Water Conservation Board
Department or Agency Number: PDA
Routing Number: 02 PDA

NOVATION AGREEMENT

This NOVATION AGREEMENT, is made this 3rd day of December 2001, among
Van Schooneveld and Co., Inc, ("Contractor" and/or "Transferor"), and Clifton
Gunderson LLP, a Colorado Limited Partnership ("Transferee"), and the State of
Colorado for the use and benefit of the Department of Natural Resources,
Colorado Water Conservation Board ("State").

Recitals

A The ContractorfTransferor and the State have entered into Contract No.
C150053 dated November 24, 2000 (Routing No. 01 PDA 00028) for
performance audits of the loan programs ("Original Contract"). A copy of the
Original Contract is incorporated herein by reference,

B. On June 1, 2001, the Contractor merged with the Transferee. The staff
assigned to perform the services under the Original Contract have continued
and will continue to perform those services.

C. The Transferor wishes to assign to Transferee, and Transferee wishes to accept
and assume, all of the Transferor's right, title and interest in and to, and duties
and obligations under, the Original Contract.

NOW THEREFORE, in consideration of the foregoing premises. and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1, Assiqnment of Contracts. The Transferor shall grant, transfer and convey unto
the Transferee, and the Transferee shall accept and assume, effective as of the
Effective Date as set forth in this agreement, all of the Transferor's right and
interest in, and duties and obligations under, the Original Contract.

2, Waiver of Riqhts Aqainst State. The Transferor shall waive any and all rights it
may have against the State, effective as of the Effective Date set forth in this
agreement.

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