CITY COUNCIL AGENDA MEMORANDUM

Transcription

1 City and County of Broomfield, Colorado CITY COUNCIL AGENDA MEMORANDUM To: From: Prepared by: Mayor and City Council Charles Ozaki, City and County Manager Kevin Standbridge, Deputy City and County Manager Tami Yellico, Deputy City and County Attorney Michael Sutherland, Senior Planner Russ Applehans, Civil Engineer Meeting Date Agenda Category Agenda Item # February 28, 2012 Council Business 9 ( f ) Proposed Resolution No Acknowledging and Consenting in Part to Two Statements of Rights and Obligations and in Part to One Amended and Restated Agenda Title: Statement of Rights and Obligations, All Pertaining to the Anthem West Development Summary On December 29, 2011, the PulteGroup, Inc. ("Pulte") completed the sale of land in the Anthem West subdivision to Wheelock Street Capital LLC ("Wheelock"), conveying the remaining developed and undeveloped land in the 1,700 acre master planned community that includes Anthem Highlands and Anthem Ranch. Wheelock is a private real estate investment firm founded in 2008 by Merrick R. Keeman and Jonathan H. Paul and headquartered in Greenwich, Connecticut, and Boston, Massachusetts, which focuses on real estate investments and has acquired more than 10,000 residential lots within masterplanned communities in the past two years. Pulte and Wheelock request approval of three proposed statements of rights and obligations to transfer Pulte's rights and obligations under the Anthem West Managed Growth and Development Agreement, the Anthem West PUD Plan and Preliminary Plat, and the Anthem West Subdivision and Improvement Agreements to Wheelock. It is important to note that the City currently holds letters of credit (LOC) from Pulte securing approximately 11 million in current public improvement and warranty obligations, which Pulte is obligated to maintain under the proposed statement of rights and obligations for the subdivision improvement agreements until September 24, 2012, at which time Wheelock has the obligation to replace such LOCs with security acceptable to the City. Prior Council Action 4/10/01 Resolution Approving the Preble Creek PUD Plan/Preliminary Plat and Managed Growth and Development Agreement 1/28/03 Resolution Approving the Preble Creek PUD Plan/Preliminary Plat First Amendment and Authorizing the Amended Development Agreement 3/28/06 Resolution Approving the Anthem PUD Plan/Preliminary Plat and the Anthem PUD Managed Growth and Development Agreement 4/14/09 Ordinance 1916 Approving the Anthem West PUD Managed Growth and Development Agreement Financial Considerations N/A Alternatives Council could choose to not adopt the resolution. Proposed Actions/Recommendations Based on the above, it is recommended THAT Resolution No be adopted. 9 (f) - Page 1

2 Anthem West Statements of Rights and Obligations Page 2 BACKGROUND On December 29, 2011, PulteGroup, Inc. ( Pulte ) completed the sale of land in the Anthem West subdivision as depicted below to Wheelock Street Capital LLC ( Wheelock ), conveying the remaining developed and undeveloped land in the 1,700 acre master planned community that includes Anthem Highlands and Anthem Ranch. Wheelock is a private real estate investment firm founded in 2008 by Merrick R. Keeman and Jonathan H. Paul and headquartered in Greenwich, Connecticut, and Boston, Massachusetts, which focuses on real estate investments and has acquired more than 10,000 residential lots within master-planned communities in the past two years. The property is zoned PUD. In 1988, Broomfield annexed the property from unincorporated Adams County. In April 2001, Council approved the Preble Creek PUD Plan/Preliminary Plat and the Preble Creek PUD Managed Growth and Development Agreement. In 2003, Council approved the Preble Creek PUD Plan - First Amendment for the property. In 2006, Council approved the Anthem West PUD Plan, and amendment of the Preble Creek PUD Plan as shown below. 9 (f) - Page 2

3 Anthem West Statements of Rights and Obligations Page 3 STATUS OF DEVELOPMENT The Anthem West PUD plan allows a maximum of 1,700 dwelling units in the Ranch (age-restricted portion of the development) and a maximum of 1,800 dwelling units in the Highlands (non-age-restricted portion of the development) for a total of 3,500 dwelling units. To date, City Council has approved a total of 2,096 single-family residential lots, including 801 lots in the Highlands (east side of Lowell Boulevard) and 1,295 lots in the Ranch (west side of Lowell Boulevard). As of January 1, 2012, 780 houses have been completed in the Ranch and 608 houses have been completed in the Highlands for a total of 1,338 houses certified for occupancy. With 3,500 dwelling units allowed in the Anthem West PUD Plan, the following chart shows the number of dwelling units approved and the remaining dwelling units available. Anthem Buildout 2,096 60% 1,404 40% units available units approved The map on the following page shows the location of existing and proposed filings in the Anthem West PUD Plan area. 9 (f) - Page 3

4 Anthem West Statements of Rights and Obligations Page 4 9 (f) - Page 4

5 Anthem West Statements of Rights and Obligations Page 5 The table below provides additional detail regarding building permit activity in the Anthem West PUD area as of January 1, Filing Number Description* Status** Building Permits Issued Certificates of Occupancy Issued Estimated Population at Build- Out % of Total Estimated Population (8,800) Number of Residential Lots Approved Preble 1 ROW AC NA NA NA NA NA Creek 2 Public Uses A NA NA NA NA NA 1 Pump Station AC NA NA 0 0 NA 2 Welcome Lodge AC NA 3 Model Homes AC Highway Buffer AC NA NA NA NA NA 7 SFD Homes AC SFD Homes AC Open Area A NA NA NA NA NA Anthem Ranch Age-Restricted Anthem Highlands 11 Open Area / Rec. Ctr. AC NA 12 SFD Homes AUC SFD Homes AUC ROW A NA NA NA NA NA 22 SFD Homes A Highway Buffer AC NA NA NA NA NA 6 Model Homes AC SFD Homes AC SFD Homes AUC ROW AUC NA NA NA NA NA 18 ROW AUC NA NA NA NA NA 19 Open Area / Rec. Ctr. AC NA 20 SFD Homes P SFD Homes AUC TOTALS 1,371 1,341 5,528 63% 2,096 *MF = Multi-Family **A = Approved NA = Not Applicable ROW = Right of Way AC = Approved and Constructed SFA = Single Family Attached AUC = Approved, Under Construction SFD = Single Family Detached P = Proposed STATEMENTS OF RIGHTS AND OBLIGATIONS Pulte and Wheelock are requesting the City to approve three Statements of Rights and Obligations ("SROs"), which would transfer all of Pulte's rights and obligations to Wheelock, with the limited exception of the public improvement performance guarantees as discussed below. Resolution No would approve the Consents to three SROs transferring Pulte's rights and obligations under the Anthem West Managed Growth and Development Agreement, the Anthem West PUD Plan and 9 (f) - Page 5

6 Anthem West Statements of Rights and Obligations Page 6 Preliminary Plat, and the Anthem West Subdivision and Improvement Agreements to Wheelock. The SRO concerning the subdivision improvement agreements (SIAs) for Anthem West transfers Pulte's obligations under 14 SIAs to Wheelock. It is important to note that the City currently holds letters of credit (LOCs) from Pulte under those 14 SIAs securing approximately 11 million in current public improvement and warranty obligations. Pulte is obligated to maintain the LOCs until September 24, 2012, by which time Wheelock has the obligation to replace such LOCs with security acceptable to the City. Until such time as the LOCs are replaced by Wheelock in a form acceptable to the City, Pulte and Wheelock remain jointly and severally obligated to post the LOCs. As would be anticipated given the current status of the Anthem West development, the public improvements that are secured by the performance guarantees are at various stages of completion. Attachment A to this memo is a summary of the current LOC amounts provided by Pulte, with most filings having outstanding acceptance of improvements or release from warranty obligations that determine the LOC amounts. Page 1 of Attachment A summarizes LOC amounts for roads, utilities and parks by neighborhood or filing with a total LOC from Pulte of 5,061,643. Page 2 of Attachment A summarizes LOC amounts for other major utility and roadway infrastructure, with a total LOC amount of 5,901,675. The total amount of all Pulte LOCs currently in place is 10,963, (f) - Page 6

7 Attachment A Page 1 of 2 ANTHEM NEIGHBORHOODS /SUBDIVISION PERFORMANCE GUARANTEES FOR ROADWAY/UTILITIES/PARKS WITHIN NEIGHBORHOODS FILING NO. Anthem Filing No. 1 (See Preble Creek Filin g No. 2 Anthem Filing No. 2 (Information Center/Welcome Lodge) Anthem Filing No. 3 Anthem Filing Nos. 4 & 5 (Marketing and Landscape Trail) RES # APPROVAL DATE IMP COMPLETION DATE ORIGINAL GUARANTEE AMT SIA AMT REVISED GUARANTEE AMT 3/22/2005 4/26/ Is 4/26/ /24/2005 8/23/2005 8/23/ /25/2005 n/a 5/23/2006 1/7/2007 5/23/2006 2/12/2008 7/11/2006 n/a n/a CERTIFIED COSTS 15% OF CERTIFIED COSTS RETURNED OR RELEASED 575, , ,343 96, , , , , ,837 4,868,243 44, , , ,559 11, , , , , , ,266 1,049, , , ,087-2,153,499 5,085,054 6,833,452 9,488,704 74,279 6,316,039 7,574,143 1,013,913 1,915, , ,758 1,025,018 1,423,306 11, ,406 1,136, , ,334 Anthem Ing No. 6 Anthem Fiin No. 7 Anthem Fiin No. 8 Anthem Ing No. 9 Anthem Filing No. 10 Anthem Fiin No. 11 Anthem Fiin No. 12 Anthem FiIna No. 13 Anthem Fiin No. 14 Anthem Fiin No. 16 Anthem Ing No n/a Anthem Fiin /11 /2009 1,224, , /12/ , , /2/2008 1/27/2009 5,543, ,158, ,516 1,073, , ,891,372-60,887, ,133,075 5,061,643 49,183,602 No. 18 Anthem Fiin No. 19 Anthem FiIn a No. 20 Anthem Fiin No. 21 Anthem Ing No. 22 Anthem TOTAL 2,893, ,168, ,760, ,676, , ,098, ,396, ,546, ,642, , ,344 1,014,120 1,751,541 18,287 1,214,754 1,409, , , ,706 - In g No. 23 4,658,489 7,377,540 9 (f) - Page 7

8 Attachment A Page 2 of 2 PREBLE CREEK / ANTHEM BONDS/LOC'S FOR MAJOR INFRASTRUCTURE ROADWAY/UTILITIES/PARKS FILING NO. RES # APPROVAL DATE IMP COMPLETION DATE SIA AMT ORIOINAL GUARANTEE AMT REVISED GUARANTEE AMT RETURNED OR RELEASED CERTIFIED COSTS 15% OF CERTIFIED COSTS Grading Bond 535,185 Yes Preble Creek Filing No. 1 SIA /16/ ,261, ,139,281 3,175,358 1,963,923 21,475,371 3,221,306 Preble Creek Filing No. 2, Phase 1, SIA doesn't include soft costs /16/ ,922, ,388,378 1,770, ,009 7,036,874 1,055,531 Preble Creek Filing No. 2, Phase 2 SIA (doesn't include soft costs) /16/2003 6,372, , ,948 0 Preble Creek Wtr Pressure Booster Station, WW Lift Stations & Water Irrigation Pump /27/2004 3,568, , ,200 TOTAL 60,125, ,018,807 5,901,675 3,117,132 28,512,245 9 (f) - Page 8

9 RESOLUTION NO A RESOLUTION ACKNOWLEDGING AND CONSENTING IN PART TO TWO STATEMENTS OF RIGHTS AND OBLIGATIONS AND IN PART TO ONE AMENDED AND RESTATED STATEMENT OF RIGHTS AND OBLIGATIONS, ALL PERTAINING TO THE ANTHEM WEST DEVELOPMENT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY AND COUNTY OF BROOMFIELD, COLORADO: Section 1. The Consent as attached to the Statement of Rights and Obligations, An Agreement for the Allocation of Rights and Obligations under the Anthem West PUD Managed Growth and Development Agreement, by and between Pulte Home Corporation and WS-ACB Development, LLC, and WS-ACB Investments, LLC attached hereto is hereby acknowledged and approved. Section 2. The Consent as attached to the Amended and Restated Statement of Rights and Obligations, City and County of Broomfield Subdivision Improvement Agreements Pertaining to the Anthem West PUD Plan and Preliminary Plat, by and between Pulte Home Corporation and WS-ACB Development, LLC attached hereto is hereby acknowledged and approved. Section 3. The Consent as attached to the Statement of Rights and Obligations, City and County of Broomfield Site Development Plans Pertaining to the Anthem West PUD Plan and Preliminary Plat, by and between Pulte Home Corporation and WS-ACB Development, LLC attached hereto is hereby acknowledged and approved. Section 4. The mayor or mayor pro tern is authorized to sign and the city and county clerk is authorized to attest the Consents to the Statements of Rights and Obligations and to the Amended Statement of Rights and Obligations, in forms approved by the city and county attorney. Section 5. This resolution is effective upon its approval by the City Council. APPROVED on February 28, THE CITY AND COUNTY OF BROOMFIELD, COLORADO ATTEST: Mayor City & County Clerk City and County Attorney 9 (f) - Page 9

10 RG 12/28/ :34 PM Page: 1 of 16 Rec Fee Doc Fee 0.00 City and County of Broomfield 1111 W& 111INA WN 1114E WN'u in STATEMENT OF'RIGHTS AND OBLIGATIONS AN AGREEMENT FOR THE ALLOCATION OF RIGHTS AND OBLIGATIONS UNDER THE ANTHEM WEST PUD MANAGED GROWTH AND DEVELOPMENT. AGREEMENT THIS STATEMENT OF RIGHTS AND OBLIGATIONS ("Agreement") is entered into effective as of December Z3 ' 2011 ("Effective Date"), by and between PULTE HOME CORPORATION, a Michigan corporation ("Pulte"), and WS-ACB DEVELOPMENT, LLC, a Delaware limited liability company ("Development Assignee", and WS-ACB INVESTMENTS, LLC, a Delaware limited liability company ("Investment Assignee" and together with Development Assignee, the "Assignees" and each an "Assignee"). ' Pulte and Assignees may be referred to individually as a "Party," and collectively as the "Parties." RECITALS A. _ On the Effective Date, Pulte conveyed to Assignees that property which is described on Exhibit A attached hereto and incorporated herein by this reference ("Property") and which property is subject to that certain Anthem West PUD Managed Growth and Development Agreement ("Development Agreement") by and between Pulte and the City and County of Broomfield,' Colorado, dated April 14, 2009, and recorded May 15, 2009, at Reception No in the real property records of the City and County of Broomfield, Colorado ("City"), B. Pulte is the original named developer under the Development Agreement with respect to that certain real property located in the City which includes the Property and which is known as the "Anthem West P.U.D. Plan and Preliminary Plat," as amended ("Anthem West PUD"). C. As set forth below, Pulte and Assignees hereby allocate between themselves and assign the various rights and obligations contained in and arising under the term and provisions of the Development Agreement with respect to the Property and the Anthem West PUD. AGREEMENT 1. Allocation of Rights and Obligations. a. Pulte. Pulte hereby assigns. and transfers to Development Assignee, and its successors and assigns, all of.pulte's right, title, interest and obligations pursuant to the Development Agreement ("Assigned Rights"), except for Pulte's right, title, interest and obligations arising under Section 16 of the Development Agreement to receive reimbursements pertaining to the financing or refinancing of public improvements eligible for reimbursement under Development Agreement (the "Reimbursement Rights"), which Reimbursement Rights are assigned exclusively to Investment Assignee. b. Assignees. Assignees hereby accept the assignment and assumes and agrees, from and after the Effective Date, to perform and comply with all of the { A D0C9} ^+wa" mw+n 9 (f) - Page 10

11 AG 12 /28/ :34 PM Page: 2 of 16 Rec Fee Doc Fee 0.00 C1ty and County of Broomfield n 111 Mok PAW ih^'a.91111i11#yw 1h covenants, duties and. obligations of Pulte and "Developer" under the Development Agreement (collectively, the "Assumed Obligations") as assigned above, including, without limitation (i) the obligation to pay all costs and expenses associated with the design, construction,'installation, testing and inspection of all uncompleted improvements required by the Development Agreement ("Improvements"); (ii) the obligation to make all legally required repairs and replacements to all of those Improvements that have been constructed pursuant to the Development Agreement and which-have not yet been finally accepted for maintenance by a governmental entity; and (iii) the obligation to make all dedications required by the Development Agreement which have not previously been made. Notwithstanding anything to the contrary, the Parties agree that to the extent any of the Assigned Rights and/or Assumed Obligations' relate specifically to any real property owned by either Party included in the Assignees (the "Appropriate Assignee"), such Assigned Rights and/or Assumed Obligations shall be deemed'to be assigned to and assumed by the Appropriate Assignee, and in all other events the Assigned Rights and/or Assumed obligation shall be deemed to be assigned to and assumed by both Parties included in the Assignee jointly and severally, other than the Reimbursement Rights which are assigned to and assumed exclusively by Investment Assignee. c. General. The Parties agree that aftert'the Effective Date, Pulte shall have no further obligation whatsoever with respect to the Assumed Obligations. To the maximum extent permitted by law, Assignees shall protect, indemnify, defend and hold harmless (i) Pulte, (ii) the affiliates, divisions.and subsidiaries of Pulte, and (iii) all the officers, directors, agents, insurance companies, sureties, attorneys, shareholders, representatives, and employees of Pulte and its affiliates, and all their successors and assigns (collectively, the "Pulte Parties" and each a "Pulte Party") of, from and against any and all claims, demands, damages, actions, causes of action, losses, fines, judgments, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements, and court costs incurred as a result of such claims or in enforcing this indemnity provision) (collectively, "Claims") arising out of or with respect to the Assumed Obligations. To the extent that an Assignee obtains an indemnity or release from any third-party indemnifying Assignee from and against any of the Claims set forth in this Section, then the Assignee shall require and include as a part of.such indemnity or release that Pulte be named as a third-party beneficiary of such indemnity or release. d. Improvements. Attached to. this Agreement as Exhibit B is a Schedule of Improvements ("Schedule") that lists certain improvements completed pursuant to the Development Agreement which are eligible for reimbursement in accordance with the terms and provisions of the Development Agreement (the `Eligible Improvements"). The information set forth on the Schedule, including the Eligible Improvements, costs and remaining balance for reimbursement was prepared by Pulte's engineering consultant and sets forth information that Pulte believes is substantially correct and is provided for informational purposes only.' Pulte makes no representation or warranty whatsoever regarding the accuracy or completeness of the Schedule. Notwithstanding anything to the contrary, it is acknowledged and agreed by the Parties that the right to reimbursements and the amount of any reimbursement applicable to Eligible Improvements are governed by the terms and provisions of the Development Agreement. ( A DOC;9} 2 9 (f) - Page 11

12 AG 12/28/ :34 PM Page: 3 of 16 Rea Fee 86,00 Doc Fee 0.00 City and County of Broomfield n111 i^`^y 1, 1! 'JfUhl. 111 VKh"I Address. The address 2. for Assignees for notices under the Development Agreement is as follows: WS ACl3, LLC 52 Mason Street Greenwich, CT Attn: Lawrence Settanni Miscellaneous 3. Provisions. a. This Agreement has been negotiated at arms length without either Pulte or Assignees acting under any threat, coercion or duress. Pulte and Assignees waive the application of any and all rules of law respecting the construction of ambiguous.provisions which may exist in this Agreement against the Party who, or whose attorney or agents, drafted such provisions. b Each Party (the "Non-Requesting Party") hereto shall from time to time cooperate with the other Party (the "Requesting Party") to execute and deliver such further documents and take such further actions, at no material costs to the Non- Requesting Party, as the Requesting Party may reasonably request of the Non-Requesting Party to fully effectuate the provisions of this Agreement. c. Pulte represents to Assignees, at. the date hereof, and to Pulte's actual knowledge that: (i) the Development Agreement has not been amended, canceled or supplemented except as set forth in the public record; (ii) there are no uncured defaults by Pulte under the Development Agreement; ' and (iii) the Development Agreement is binding and in full force and effect. The phrase "to Pulte's. actual knowledge" or words of similar import used herein refer exclusively to matters within the current actual (as opposed to constructive) knowledge of Carl Nelson and Andrew Bodary (collectively, "Pulte's Representative"). No duty of"inquiry or investigation on the part of Pulte. or Pulte's Representative will be required or implied by the making of any representation or covenant which is so limited to matters within Pulte's actual knowledge or knowledge, and in no event shall Pulte's Representative have any personal liability therefor. d. This Agreement is construed and enforced in accordance with the substantive laws of the State of Colorado, both statutory and decisional. e. This Agreement cannot be changed orally, and no agreement is effective to waive, change, modify or discharge it in whole or in part unless such agreement is in writing and is signed by the Parties against whom enforcement of any waiver, change, modification or discharge is sought. If there is any controversy, claim or dispute between the Parties affecting or relating to the subject matter or performance of this Agreement, the prevailing Party is entitled to recover from the non-prevailing Party all of its reasonable expenses, including reasonable attorneys' fees. { A DOC;9) 3 9 (f) - Page 12

13 RG 12 /28/ :34 PM Page; 4 of 16 Rec Fee Doc Fee 0.00 City and County of Broomfield 1111? 1 1'Yfu &IMM Dill 1071W g. This Agreement may be executed in several counterparts, and all executed counterparts constitute the same agreement. Only one counterpart is necessary in proving this Agreement. h. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalid or unenforceable provision is severable and the remainder of this Agreement remains in full force and effect. i. This Agreement does not make Assignees or Pulte the partner, agent or joint venturer of the other. j. Pulte shall use reasonable efforts to obtain execution by the City of the attached Consent, but failure of Pulte to obtain such execution or any modification of the Consent shall not affect the validity of this Agreement The Parties have executed this Agreement on the date first set forth above. Pulte: Pulte Home Corporation, a Michigan. corporation STATE OF COLORADO ). )ss. COUNTY OF By: CL EA d. Name: flip is ^i era Title: h,rta 1j Q fi i ties - Os? The foregoing instrument was acknowledged before me this Z8'L/`" day of 2011 by ^,^1133n_--l^ n as A1 -L \/ of Pulte Home Corporation, a Michigan corpor f ation. WITNESS. my hand and official seal My commission expires: ( A D0C;9} 4 9 (f) - Page 13

14 Assignee: AG 12/28/ :34 PM Page: 5 of 16 Rec Fee Doc Fee 0.00 City and County of Broomfield 8111 h?' I'A'f 111'' h J1311 'I'' ' WS-ACB Development, LLC, a Delaware limited liability company By: WS-ACB, LLC, a Delaware limited liability company Its Sole Member STATE OF COUNTY OF 'ss"o USZf ss. By:_ Name: Title: Authorized Signatory y11 Te^ foregoing i ent was acknowledged before me this a<^ - day of ^^m C ) by EVA /A f LJ J.,as Authorized Signatory of WS ACB, LLC, a Delaware limited. liability company, the Sole Member of WS-ACB Development, LLC, a Delaware limited liability_company. WITNESS my hand and official seal. My commission expires: ( A D0C,-9) 5 9 (f) - Page 14

15 AG 12/ 28/ :34 PM Page: 6 of 18 Rec Fee Doc Fee 0.00 WS-ACB Investments, LLC, a Delaware limited liability company By: WS-ACB, LLC, a Delaware limited liability company Its Sole Member STATE OF jr SS,1 AO SPTT3 ) ).ss. COUNTY OF q I h ) Tjhe foregoing instrument was acknowledged before me this day of M,DRJ 2011 by J^.^J as Authorized Signatory of WS-ACB, LLC, a Delaware limited liability company, the Sole Member of WS-ACB Investments, LLC, a Delaware limited liability company. ^d^n1^,,5cakkr^. Notary ^ubfo Common> aelth of Massachusetts My Corr /lon E pil ef December 1G, 2017 ( A DOC;9 ) 9 (f) - Page 15

16 CONSENT Sections l.a and 1.b of this Statement of Rights and Obligations is acknowledged and approved by the City and County of Broomfield, Colorado this day of, 2012 and PULTE HOME CORPORATION, a Michigan corporation, will have no further liability for the Assumed Obligations under the Anthem West PUD Managed Growth and Development Agreement as a Developer. ATTEST: CITY & COUNTY CLERK CITY AND COUNTY OF BROOMFIELD, COLORADO By: Title: Date: CITY & COUNTY ATTORNEY STATE OF ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2012, by, as for the City and County of Broomfield, Colorado. Witness my hand and official seal. My Commission expires: Notary Public ( LA DOC; 9 } 9 (f) - Page 16

17 AG 12/28/ :34 PM Page: 8 of 16 Rec Fee Doc Fee 0.00 City and County of Broomfield 1III Ai4".^ I' ' ivils1 JAI Is, i1t^tl ^ of II EXIHEIT A PARCELIA Property A PARCEL OF LAND BEING ALL OF MUSTANG TOWER, A SUBDIVISION PLAT RECORDED AT RECEPTION NO. B IN THE RECORDS OF ADAMS COUNTY, COLORADO CLERK AND RECORDER'S OFFICE, ALL OF BLUE RIBBON SUBDIVISION, A SUBDIVISION PLAT RECORDED AT RECEPTION NO. C INSAID RECORDS, ALL OF NEXTEL FIRST SUBDIVISION, A SUBDIVISION PLAT RECORDED AT RECEPTION NO. C IN SAID RECORDS, AND A PART OF THE SOUTHWEST QUARTER OF SECTIO NN ^8, TOWNSHIP 1 ngltxatiacoque OF^Roorr^F^^ < D,SV+IEDE^OL P tv SOUTH, RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN, SAID iii, i=y or mo S E, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 8; THENCE ALONG THE SOUTH LINE OF SAID SOUTHWEST QUARTER NORTH 89 35'07" EAST, A DISTANCE OF FEET TO THE SOUTHEAST CORNER OF OUTLOT 8, PREBLE CREEK FILING NO. 1, A SUBDIVISION PLAT RECORDED AT RECEPTION NO IN,THE RECORDS OF THE CITY AND COUNTY OF BROOMFIELD, COLORADO, CLERK AND RECORDER'S OFFICE, AND.THE POINT OF BEGINNING; THENCE ALONG THE EASTERLY AND NORTHERLY BOUNDARIES OF SAID OUTLOT 8 THE FOLLOWING TWO (2) COURSES: NORTH 00 55'27" WEST, A DISTANCE OF FEET; 2. SOUTH 89 32'31" WEST, A DISTANCE OF FEET TO THE EASTERLY BOUNDARY OF PARCEL B, SAID PREBLE CREEK FILING NO. 1; THENCE ALONG THE EASTERLY AND SOUTHERLY BOUNDARIES OF SAID PARCEL B THE FOLLOWING FIVE (5) COURSES: 1. NORTH 00 55'27" WEST, A DISTANCE OF FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF FEET; 2. NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90 00'00" AN ARC LENGTH OF FEET; 3. TANGENT TO SAID CURVE NORTH 89 04'33" EAST, A DISTANCE OF FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF FEET; 4. NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 24 34'15" AN ARC LENGTH OF FEET; 5. TANGENT TO SAID CURVE NORTH 64 30'18" EAST, A DISTANCE OF FEETTO THE NORTHWEST CORNER OF LOT 2, BLOCK 1, PREBLE CREEK FILING NO. 1, REPLAT B, A SUBDIVISION PLAT RECORDED AT RECEPTION NO, IN SAID RECORDS; ( A DOC;9) 8 9 (f) - Page 17

18 AS 12/28/ :34 PM Page: 9 of 16 Rec Fee Doc Fee 0.00 City and County of Broomfield 1ill wit F:YwN AM bum115wnrn THENCE ALONG THE.WESTERLY AND SOUTHERLY BOUNDARIES OF SAID PREBLE CREEK FILING NO. 1, REPLAT gthe FOLLOWING FIVE (5) COURSES: 1. SOUTH 25 29'42" EAST, A DISTANCE OF FEET; 2. NORTH 64 30'18" EAST, A DISTANCE OF FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF FEET; 3. NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 10 25'06" AN ARC LENGTH OF FEET; 4. NON-TANGENT TO SAID CURVE SOUTH 29'59'48" EAST'A DISTANCE'OF FEET; 5. NORTH 90 00'00" EAST, A DISTANCE OF FEET TO THE EAST LINE OF SAID SOUTHWEST QUARTER; THENCE ALONG SAID EAST LINE, SOUTH 00 47'51" EAST, A DISTANCE OF 2, FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 8; THENCE ALONG THE SOUTH LINE OF SAID SOUTHWEST QUARTER SOUTH 89 35'07" WEST, A DISTANCE OF 2, FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF ACRES, (6,040,965 SQUARE FEET), MORE OR LESS. PARCEL 1B A PARCEL OF LAND BEING A PART OF THE WEST HALF OF SECTION 5 AND THE EAST HALF OF SECTION 6, TOWNSHIP 1 SOUTH, RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:. COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 5, WHENCE THE NORTH QUARTER CORNER OF SAID SECTION 5 BEARS NORTH 89 37'11" EAST, A DISTANCE OF FEET; THENCE SOUTH 12 26'53" WEST, A DISTANCE OF FEET TO THE SOUTHEAST CORNER OF OUTLOT 4, PREBLE CREEK FILING NO. 1, A SUBDIVISION PLAT RECORDED AT RECEPTION NO IN THE RECORDS OF THE CITY AND COUNTY OF BROOMFIELD, COLORADO CLERK AND RECORDER'S OFFICE, AND THE POINT OF BEGINNING; THENCE ALONG THE EASTERLY BOUNDARY OF OUTLOT 4 AND OUTLOT 1 SAID PREBLE CREEK FILING NO. 1 THE FOLLOWING THREE (3) COURSES: 1. NORTH 12 39'46" WEST, A DISTANCE OF FEET; 2. NORTH 16 43'10" EAST, A DISTANCE OF 1, FEET; ( A DOC;9} 9 (f) - Page 18

19 AG 12/28/ :34 PN Page: 10 of 16 Roc Fee Doe Fee 0.00 City and County of Broomfield mill i u"111 WHIM1 I1 i.ma NORTH 27 55'42" EAST, 3. A DISTANCE OF FEET TO THE WESTERLY BOUNDARY OF ANTHEM FILING NO. 19, A SUBDIVISION PLAT RECORDED AT RECEPTION NO IN SAID RECORDS; THENCE ALONG THE BOUNDARY OF SAID LOT 1 THE FOLLOWING EIGHT (8) COURSES: 1. SOUTH 02'08'20" WEST, A DISTANCE OF FEET; 2. SOUTH 78 50'29" EAST, A DISTANCE OF FEET; 3. SOUTH 64 26'16" EAST, A DISTANCE OF FEET; 4. SOUTH 79 19'47" EAST, A DISTANCE OF FEET; 5. NORTH 29 01'48" EAST, A DISTANCE OF FEET; 6. NORTH 40 41'39" EAST, A DISTANCE. OF FEET; 7. NORTH 53 27'42" EAST, A DISTANCE OF FEET; 8. NORTH 61 03'42" EAST, A DISTANCE OF FEET TO THE WESTERLY BOUNDARY OF OUTLOT 4, PREBLE CREEK FILING NO. 2, A SUBDIVISION PLAT RECORDED AT RECEPTION NO IN SAID RECORDS;. THENCE ALONG THE WESTERLY BOUNDARY OF SAID OUTLOT4 THE FOLLOWING SIX (6) COURSES: 1. SOUTH 41 09'31" EAST, A DISTANCE OF FEET; 2. SOUTH 17 25'10" EAST, A DISTANCE OF FEET; 3. SOUTH 89 52'45" EAST, A DISTANCE OF FEET; 4. NORTH 32 14'35" EAST, A DISTANCE OF FEET; 5. SOUTH 69 S6'01" EAST, A DISTANCE OF FEET; 6. SOUTH 65 15'40" EAST, A DISTANCE OF FEET TO A NORTHERLY CORNER OF OUTLOT 5 SAID PREBLE CREEK FILING NO. 2; THENCE ALONG THE NORTHWESTERLY BOUNDARY OFSAIb OUTLOT 5 SOUTH 52 40'24" WEST, A DISTANCE OF FEET TO THE MOST NORTHERLY CORNER OF OUTLOT 6 SAID PREBLE CREEK FILING NO. 2; THENCE ALONG THE NORTHWESTERLY AND WESTERLY BOUNDARIES OF SAID OUTLOT 6 THE FOLLOWING TWO (2) COURSES: 1. SOUTH 58 17'20" WEST, A DISTANCE OF 365,60 FEET; 2. SOUTH 28 26'35" EAST, A DISTANCE OF 530,12 FEET TO THE NORTHERLY BOUNDARY OF PREBLE CREEK PARKWAY AS SHOWN ON THE RECORDED PLAT OF SAID PREBLE CREEK FILING NO. 1; ( A C;9) 10 9 (f) - Page 19

20 AG 12/28/ :34 PM Page: 11 of 16 Rec Fee Doc Fee 0.00 City and County of Broomfield mill K R A U N W THENCE ALONG THE NORTHERLY BOUNDARIES OF SAID PREBLE CREEK PARKWAY AS SHOWN ON SAID PLAT AND AS SHOWN ON THE RECORDED PLAT OF ANTHEM FILING NO. 16, A SUBDIVISION PLAT RECORDED AT RECEPTION NO IN SAID RECORDS THE FOLLOWING NINE (9) COURSES: 1. SOUTH 76 21'47" WEST,A DISTANCE OF FEETTO THE BEGINNING OFA TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 1, FEET; 2. SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 24 45'51" AN ARC LENGTH OF FEET; 3. TANGENT TO SAID CURVE SOUTH 51 35'56" WEST, A DISTANCE OF FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF FEET; 4. WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 53 39'30" AN ARC LENGTH OF FEET; 5. TANGENTTO SAID CURVE NORTH 74 44'34" WEST, A DISTANCE OF FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 1, FEET; 6. WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60 18'02" AN ARC LENGTH OF 1, FEET; 7. TANGENT TO SAID CURVE SOUTH 44 57'24" WEST, A DISTANCE OF FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF FEET; 8. SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 32 22'50" AN ARC LENGTH OF FEET; 9. TANGENT TO SAID CURVE SOUTH 77 20'14" WEST, A DISTANCE OF FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF ACRES, (5,238,951 SQUARE FEET), MORE OR LESS. PARCEL1C A PARCEL OF LAND BEING A PART OF THE SOUTHEAST QUARTER OF SECTION 6, TOWNSHIP 1 SOUTH, RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 6; THENCE NORTH 88 28'28" EAST, A DISTANCE OF FEET TO THE EASTERLY CORNER OF TRACT F, ANTHEM FILING NO. 12, REPLAT "A", A SUBDIVISION PLAT RECORDED AT RECEPTION NO IN THE RECORDS OF THE CITY AND COUNTY OF BROOMFIELD, COLORADO, CLERK AND RECORDERS OFFICE, AND THE POINT OF BEGINNING; ( A )0C (f) - Page 20

21 AG 12/28/ :34 PM Page: 12 of 16 Rec Fee Doc Fee 0.00 City and County of Broomfield nili ' i l P Lh q1ami1 IA THENCE ALONG THE EASTERLY BOUNDARY OF SAID ANTHEM FILING O. 12, REPLAT "A" THE FOLLOWING THREE (3) COURSES: 1. NORTH 35 29'21" WEST, A DISTANCE OF FEET; 2. NORTH 51 34'43" WEST.. A DISTANCE OF FEET; 3. NORTH 50 13'33" WEST, A DISTANCE OF FEET TO A POINT ON THE EASTERLY BOUNDARY OF ANTHEM FILING NO, 12, A SUBDIVISION PLAT RECORDED AT RECEPTION NO OF - SAID RECORDS; THENCE ALONG THE EASTERLY BOUNDARY OF SAID ANTHEM FILING NO. 12, THE FOLLOWING TWO (2) COURSES: 1. NORTH 10 07'47" WEST, A DISTANCE OF FEET; 2. SOUTH 8942'38" EAST, A DISTANCE OF FEET TO THE SOUTHWEST CORNER OF TRACT A, ANTHEM FILING NO. 11, A SUBDIVISION PLAT RECORDED AT RECEPTION NO OF SAID RECORDS; THENCE ALONG THE SOUTHERLY BOUNDARY OF SAID ANTHEM FILING NO.11, SOUTH 89 42'38" EAST, A DISTANCE OF FEETTO THE NORTHWEST CORNER OF OUTLOT 5, PREBLE CREEK FILING NO.1, A SUBDIVISION PLAT RECORDED UNDER RECEPTION NO IN SAID RECORDS, ALSO BEING THE BEGINNING OF A NON-TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 1, FEET, THE RADIUS POINT OF SAID CURVE BEARS SOUTH 74.13'52" WEST; THENCE ALONG THE WESTERLY AND SOUTHERLY BOUNDARY OF SAID OUTLOT 5, THE FOLLOWING THREE (3) COURSES: DsNG LC- 1. SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRALAMl6fhOF 03 20'16" AN ARC LENGTH OF FEET; 2. NON-TANGENT TO SAID CURVE SOUTH 12 28'42" EAST, A DISTANCE OF FEET; 3. NORTH 77 31'18" EAST, A DISTANCE OF FEET TO THE WESTERLY RIGHT-OF-WAY OF LOWELL BOULEVARD AS SHOWN ON SAID PLAT OF PREBLE CREEK FILING NO. 1; THENCE ALONG SAID WESTERLY RIGHT-OF-WAY SOUTH 12 39'46" EAST, A DISTANCE OF FEETTO THE NORTHERLY RIGHT-OF-WAY OF ANTHEM RANCH ROAD AS SHOWN ON ANTHEM FLUNG NO. 17, A SUBDIVISION PLAT RECORDED UNDER RECEPTION NO IN SAID RECORDS, ALSO BEING THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF FEET; THENCE ALONG THE SAID NORTHERLY RIGHT-OF-WAY THE FOLLOWING THREE (3) COURSES: 1. SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 89 09'20" AN ARC LENGTH OF FEET; { A DOC;9} 12 9 (f) - Page 21

22 ofc AG 12/28/ :34 PM 8 15 d Cf R g 00 Doc Fee 0.00 City an Bromf i eld mill W& I6YA I'IR0 11 AMINO, IV TANGENT TO SAID CURVE SOUTH 76 29'34".WEST, A DISTANCE OF FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF FEET; 3. SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 21 58'55" AN ARC LENGTH OF FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF ACRES, (448,886 SQUARE FEET), MORE OR LESS. PARCEL 2A OUTLOT 4, EXCEPT THAT PORTION LYING WITHIN THE PLAT OF ANTHEM FILING 16. PREBLE CREEK FILING NO. 1, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO. PARCEL 2B OUTLOTS 5 AND 8, PREBLE CREEK FILING NO. 1, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO. PARCEL 3 LOT 2, BLOCK 1, PREBLE CREEK FILING NO. 1, REPLAT "B", CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO. PARCEL 4 LOTS 1, 2, 3, 11,12, 13, 14, 18 AND 19, INCLUSIVE, ANTHEM FILING NO. 3, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO. PARCEL 7 LOTS 1,2,3, 12 AND 13, ANTHEM FILING NO. 6, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO. PARCEL 12 LOTS 13, 14, 43, 44, 45,46, 50 THROUGH 56, INCLUSIVE, 81, 84, 85, 87, 88,121 THROUGH 176, INCLUSIVE, AND TRACT J, ANTHEM FILING NO. 12, CITY AND COUNTY OFBROOM FIELD, STATE OF COLORADO. PARCEL 13 IOU LOTS 96, 98, 99 AND 104 THROUGH 115, INCLUSIVE, ANTHEM FILING NO. 12, 1' AMENDMENT, ALSO KNOWN AS ANTHEM FILING NO. 12, REPLAT "A", ACCORDING TO THE PLAT THEREOF RECORDED MARCH 13, 2008 UNDER RECEPTION NO , CITYAND COUNTY OF BROOMFIELD, STATE OF COLORADO. PARCEL14 LOTS 188 AND 189, ANTHEM FILING NO. 13, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO. { A DOC;9} 13 9 (f) - Page 22

23 PARCEL AG 12/28/ :34 PH Pages: 14 of 16 Rec Fee Doe Fee 0.00 City and County of Broomfield X111 ^tiyyl^^^'^^^^ ^I^^,I^k^1I14J I'^^ ti IIt LOTS 14 THROUGH 38, INCLUSIVE, 41 THROUGH 44, INCLUSIVE, 71 THROUGH 90, INCLUSIVE, 98 THROUGH 110, INCLUSIVE, 125 THROUGH 185, INCLUSIVE, 195, 196, 198, 230 THROUGH 255, INCLUSIVE, TRACTS H, I AND K, ANTHEM FILING NO. 21, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO. PARCEL 17 LOTS 256 THROUGH 272, INCLUSIVE, 275, 279, 281 THROUGH 282, INCLUSIVE, 284 THROUGH 301, INCLUSIVE, 305 THROUGH 314, INCLUSIVE, LOTS 316 THROUGH 333, INCLUSIVE, TRACTS E AND J, ANTHEM FILING NO. 21, REPLAT "A", CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO. PARCEL 18 LOTS 1 THROUGH 167, INCLUSIVE, AND TRACTS B, C, D, E, F, G, H, I, Y AND Z, ANTHEM FILING NO. 2.2, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO. PARCEL19 LOTS 4 AND 5, BLOCK 1, NORTH PARK FILING NO. 1, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO. PARCEL 20 LOT 2, BLOCK 1, NORTH PARK FILING NO.4, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO. { A D0C;9} 14 9 (f) - Page 23

24 AG 12/28/ :34 PM Page: 13 of 16 Rec Fee g86.00 Doc Fee 0.00 City and County of Broomfield VIII MIA EXHIBIT B' Schedule of Improvements { A DOC;9} 15 9 (f) - Page 24

25 e -. s s s s TOTALS S 611,240, , 3 23,062, ,750,634,00 S 20, SeneNen I0,3M EVO FM 9tstlen f Ohre «e 2006 d... f ]e voided 48, arcs. mzaw olrrvoll.n anatlde «.oa. lao0n.d.n.tu ,980, t000 W6, AO.ae s S 1, haa 1988 OS] e9 P Projects within Anthem District & Pulte Total Costs ms a«ai ens.e. ct EllOlbie Reimbursement CCOB Eligible CCOB Interest Verified Costs By CCOB rndudro ktl.,, u.z+ - - Reimbursed By coon Reimbursed By District to Punta i 3e Remaining Balance for CCOB Reimbursement Mud.. W...t O to eeg t Re.d.r n^ r.nb i 3^ 180th.et 60e e0 177] 41/ ' fi0 Pha.e x teothphefe3 2400, h.ae.«s S.m Rents I s Hp 1 s / 0 nnth.mr.rehpnx 9 7 1p.pe them enohpo3 T2D 36 e Ax 7 ide, Ph 1I 0077 e OOS.10 Huron Phe.sf t - - i - InAenPeekaPedw D.W S Phue7+Le UP ] 040 it "] e67] 3Kt 0.1e L0.Vtll Phass Lowell Pheae S - - PnbleCree Phe.e1 ] OB S.. Creek Phe.e2 29,059 enb We 2 ew S TA 8 t P I. BNd Ph S Shed n Pha.11 S â 636 e eoe tt ] ( 62 S %52T W KP' - 1 ue2 16 DOe i Shtdden Ph a9 751I3030 ] 1e 6p 60 urtstenensl xei 13, s ip lf 4ya 0 m n Simon S ON W.bb EM Trunk M + Lowell OOSNe Porn M.In 3 B th 414,32720 Lowd10' e9anq. 4w.ar0nn 3OX 1 1.1m HC 1 erelodtlen l9 7a61eSl M _: Y... `...:.^.: ::.' n.a.l rt..v51.+v n^.ii'.`::i II.0:-.ci n..^ -'- `.- :At- c'. _I' t t _+:A.'.^.F :4- -- ti 'S<%LCm - Tnfâe SI.1 L 7 D Tnne e a ehdden POWWf ellilb.:.:....^.:..,'5.... '. n..'s 4"5'.'. _.:.ro.....^ E 4 1"' ^.^,.+. i... Ya '.dr.l ' 1lafhwe.l Mebe 7Y Prole<6«d e t _ bnnw. r Fedll ^:. R4_,5.:-.y_ G2 ]3 Ip ]] t.mwel.Man em.ma e ter Mane ementb tit 04 'Slatmwe.rhian emant s si. ana.mentm 2CON BDe 0 6t.rlmelel a mats lawnl &7tl R.dmule0o 8102.N U27,63 In an PeaYS and ee10 annd. 673 W26 Wst. ^ 0 ^ - S S B S M (f) - Page 25

26 AMENDED AND RESTATED STATEMENT OF RIGHTS AND OBLIGATIONS CITY AND COUNTY OF BROOMFIELD SUBDIVISION IMPROVEMENT AGREEMENTS PERTAINING TO THE ANTHEM WEST PUD PLAN AND PRELIMINARY PLAT THIS AMENDED AND RESTATED STATEMENT OF RIGHTS AND OBLIGATIONS ("Agreement") is entered into effective as of December 28, 2011 ("Effective Date"), by and between PULTE HOME CORPORATION, a Michigan corporation ("Pulte"), and WS-ACB DEVELOPMENT, LLC, a Delaware limited liability company ("Assignee"). Pulte and Assignee may be referred to individually as a "Party," and collectively as the "Parties." RECITALS A. Pulte and Assignee executed that certain Statement of Rights and Obligations dated December 28, 2011 and recorded on December 28, 2011 in the real property records of the City and County of Broomfield, State of Colorado (the "Records"), at Reception No (the "Original Statement of Rights"). Pulte and Assignee desire to amend the Original Statement of Rights. Accordingly, the Original Statement of Rights is hereby amended and restated in its entirety as more particularly set forth in this Agreement. B. On the Effective Date, Pulte, as seller, conveyed to Assignee, as buyer, that property which is described on Exhibit A attached hereto and incorporated herein by this reference ("Property"). The Property is a part of the Anthem West P.U.D. Plan and Preliminary Plat (the "Anthem West PUD") and is subject to those certain City and County of Broomfield Subdivision Improvement Agreements that are identified on Exhibit B attached hereto and made a part hereof (each an "SIA" and collectively, the "SIAs"). C. Pulte is the original named "Developer" under the SIAs. D. The SIA's and City requirements impose joint and several liability on the seller and buyer for performance of the obligations contained in each SIA unless, Pulte, as seller, and Assignee, as buyer, execute an agreement delineating and allocating between Pulte and Assignee the various rights and obligations contained in the SIAs and such agreement is approved by the City Council of the City and County of Broomfield. As set forth below, Pulte and Assignee enter this Agreement for the purpose of allocating between themselves and assigning the various rights and obligations contained in and arising under the terms and provisions of the SIAs. AGREEMENT NOW, THEREFORE, In consideration of the purchase and sale of the Property and the premises, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend and restate the Statement of Rights in its entirety upon the following terms and conditions; the Parties acknowledging and agreeing, however, that the Original Statement of Rights shall not be deemed to have been satisfied, extinguished, discharged or released hereby, but shall be deemed to be amended and restated in its entirety by this Agreement. ( LA DOC;2 } 9 (f) - Page 26

27 1. Allocation of Rights and Obligations. a. Pulte. Pulte hereby assigns and transfers to Assignee, and its successors and assigns, all of Pulte's right, title, interest and obligations pursuant to the SIAs, except that the obligation to post performance guaranties (the "Subdivision Security") required by the SIAs to secure the obligations arising under the SIAs to complete public improvements shall remain a joint and several obligation of Pulte and Assignee until Assignee replaces in full the existing Subdivision Security as currently posted with the City by Pulte (the "Existing Subdivision Security") with new Subdivision Security acceptable to the City (the "New Subdivision Security"). At such time as the New Subdivision Security is posted with the City, Pulte shall have no further obligation to provide any Subdivision Security under any of the SIA's. b. Assignee. Assignee hereby accepts the assignment and assumes and agrees, from and after the Effective Date, to perform and comply with all of the covenants, duties and obligations of Pulte and the "Developer" under the SIAs (collectively, "Assumed Obligations"), including without limitation (i) the obligation to pay all costs and expenses associated with the design, construction, installation, testing and inspection of all uncompleted improvements required by the SIAs ("Improvements"); (ii) the obligation to make all legally required warranty repairs and replacements to all of those Improvements that have been constructed pursuant to the SIAs and which have not yet been finally accepted for maintenance by a governmental entity; and (iii) the obligation to post all Subdivision Security required by the SIAs to secure the obligations arising under the SIAs to complete public improvements, except that the obligation to post Subdivision Security required by the SIAs shall remain a joint and several obligation of Pulte and Assignee until Assignee replaces in full the Existing Subdivision Security as currently posted with the City by Pulte with the New Subdivision Security acceptable to the City. Assignee acknowledges that Assignee has agreed with Pulte in a separate agreement (the "Separate Agreement") that (i) Assignee shall post all New Subdivision Security with the City and cause the Existing Subdivision Security posted by Pulte to be returned to Pulte no later than September 24, 2012 and (ii) if the City increases the amount of any Subdivision Security that must be posted with the City in excess of the amount of the Existing Subdivision Security, the Assignee shall be solely responsible for timely posting such additional Subdivision Security required by the City, and nothing herein amends such Separate Agreement. c. General. The Parties agree that after the Effective Date, Pulte shall have no further obligation whatsoever with respect to the Assumed Obligations (except as set forth above with respect to Subdivision Security). To the maximum extent permitted by law, Assignee shall protect, indemnify, defend and hold harmless (i) Pulte, (ii) the affiliates, divisions and subsidiaries of Pulte, and (iii) all the officers, directors, agents, insurance companies, sureties, attorneys, shareholders, representatives, and employees of Pulte and its affiliates, and all their successors and assigns (collectively, the "Pulte Parties" and each a "Pulte Party") of, from and against any and all claims, demands, damages, actions, causes of action, losses, fines, judgments, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs incurred as a result of such claims or in enforcing this indemnity provision) (collectively, "Claims") arising out of or with respect to the Assumed Obligations. To the extent that Assignee { A DOC;2 } 2 9 (f) - Page 27

28 obtains an indemnity or release from any third-party indemnifying Assignee from and against any of the Claims set forth in this Section, then Assignee shall require and include as a part of such indemnity or release that Pulte be named as a third-party beneficiary of such indemnity or release. 2. Address. The address for Assignee for notices under the SIAs is as follows: WS-ACB, LLC 52 Mason Street Greenwich, CT Attn: Lawrence Settanni 3. Miscellaneous Provisions. a. This Agreement has been negotiated at arms length without either Pulte or Assignee acting under any threat, coercion or duress. Pulte and Assignee waive the application of any and all rules of law respecting the construction of ambiguous provisions which may exist in this Agreement against the Party who, or whose attorney or agents, drafted such provisions. b. Each Party (the "Non-Defaulting Party") hereto shall from time to time cooperate with the other Party (the "Requesting Party") to execute and deliver such further documents and take such further actions, at no material costs to the Non- Requesting Party, as the Requesting Party may reasonably request of the Non-Requesting Party to fully effectuate this Agreement. c. Pulte represents to Assignee, at the date hereof, and to Pulte's actual knowledge that: (i) the SIAs have not been amended, canceled or supplemented except as set forth in the public record; (ii) there are no uncured defaults by Pulte under the SIAs; and (iii) the SIAs are binding and in full force and effect. The phrase "to Pulte's actual knowledge" or words of similar import used herein refer exclusively to matters within the current actual (as opposed to constructive) knowledge of Carl Nelson and Andrew Bodary (collectively, "Pulte's Representative"). No duty of inquiry or investigation on the part of Pulte or Pulte's Representative will be required or implied by the making of any representation or covenant which is so limited to matters within Pulte's actual knowledge or knowledge, and in no event shall Pulte's Representative have any personal liability therefor. d. This Agreement is construed and enforced in accordance with the substantive laws of the State of Colorado, both statutory and decisional. e. This Agreement cannot be changed orally, and no agreement is effective to waive, change, modify or discharge it in whole or in part unless such agreement is in writing and is signed by the Parties against whom enforcement of any waiver, change, modification or discharge is sought. f. If there is any controversy, claim or dispute between the Parties affecting or relating to the subject matter or performance of this Agreement, the prevailing Party is I.AO DOC;2} 3 9 (f) - Page 28