ANNEXATION AGREEMENT

ANNEXATION AGREEMENT THIS ANNEXATION AGREEMENT (the Agreement ) is effective the day of, 2016, by and between CORNERSTONE HOMES DEVELOPMENT COMPANY, LLC, a Colorado limited liability company ( Cornerstone ), HEARTEYE VILLAGE LAND COMPANY, LLC, a Colorado limited liability company, as successor-in-interest to HeartEye Land Trust, LLC, a Colorado limited liability company ( HeartEye ) (collectively referenced as Annexor ) and the CITY OF LAFAYETTE, a Colorado home rule municipal corporation ( City ). WHEREAS, HeartEye Land Trust, LLC, a Colorado limited liability company, submitted that certain petition for annexation (the Petition ) to the City requesting the annexation of the Annexation Property (as defined below) more particularly described in EXHIBIT A attached hereto and incorporated herein; and WHEREAS, the Petition was filed of record with the City Clerk of the City on or about September 25, 2015; and WHEREAS, HeartEye currently holds fee title to one hundred percent (100%) of the property described in EXHIBIT A, attached hereto and incorporated herein, which property contains approximately eighty (80) acres more or less and which is located in unincorporated Boulder County, Colorado adjacent to the current municipal boundaries of the City (hereinafter the "Annexation Property" or Property ); and WHEREAS, Cornerstone is under contract to purchase the Annexation Property, which is currently used for agricultural purposes, and intends to develop the Annexation Property as a medium density residential development consisting of four hundred eighty (480) residential dwelling units (the Minimum Units ), of which all units will be designed as net zero energy buildings except for the Multifamily Units, as defined in Section 3(c)(ii), with associated recreational amenities and retail uses; and WHEREAS, the City and the Annexor recognize and agree that annexation and development of the Annexation Property into the City will provide for delivery of needed municipal services, and provide other benefits to the parties; and WHEREAS, the Petition was found to be in substantial compliance with the Act (as defined below); and WHEREAS, the legislature of the State of Colorado adopted the Vested Property Rights Statute (as defined below) and the City adopted the vested property rights provision found in the City of Lafayette Municipal Code of Ordinances (the Code ) Section 26-16-11 (the Vested Property Rights Provision ) to provide for the establishment of vested property rights in order to ensure reasonable certainty, stability and fairness in the land use planning process and in order to stimulate economic growth, secure the reasonable investment-backed expectations of Annexor, and foster

cooperation between the public and private sectors in the area of land use planning; and WHEREAS, the Vested Property Rights Statute and the Vested Property Rights Provision authorizes the City to enter into development agreements with landowners providing for vesting of property development rights for a period exceeding three (3) years; and WHEREAS, the Annexor and the City would like to agree on certain development issues pertaining to the Annexation Property related to vehicular access, dwelling unit permits under the City growth management provisions, water and wastewater utility services, metropolitan district approval, and land use and zoning designation upon annexation into the City; and WHEREAS, the Annexor desires that the Annexation Property described be annexed to and be subject to the jurisdiction of the City, upon and subject to the terms and conditions set forth herein, all of which conditions are agreeable to the Annexor. THEREFORE, in consideration of the recitals, premises, mutual covenants and agreements herein contained, the parties agree as follows: 1. GENERAL PROVISIONS (a) Prior Pre-Annexation Agreement. This agreement shall supersede and terminate that certain "Pre-Annexation Agreement" by and between HeartEye Land Trust, LLC, a Colorado limited liability company, and the City, dated October 31, 2013 and recorded November 12, 2013 under Reception No. 03352101. (b) Covenants. The provisions of this Agreement shall constitute covenants or servitudes that shall touch, attach to and run with title to the Annexation Property. The burdens and benefits of this Agreement shall bind and inure to the benefit of all estates and interests in the Annexation Property and all successors in interest of the parties to this Agreement, except as may be otherwise expressly provided in this Agreement. (c) Fees and Costs. The Annexor shall pay the application and document preparation fees for annexation and zoning of the Annexation Property. (d) Annexation. The annexation of the Annexation Property shall be in accordance with the Colorado Municipal Annexation Act of 1965 (as amended, the Act ), the Code and all applicable laws. Annexor agrees that it will not withdraw the annexation petition. (e) Annexation Effective. The City shall not record this Agreement, or record or file the annexation ordinance, Ordinance No. 14, Series 2016 (the Ordinance ) and the annexation map pursuant to C.R.S. 31-12-113, until that date which is sixty (60) days after the passage of the Ordinance on the second reading by the City Council. 2. CITY OBLIGATIONS 2

(a) Application of City Laws - City Services. Except as expressly provided herein, all City ordinances, regulations, codes, policies and procedures in existence and as the same may change from time to time, shall be applicable to the use and development of the Annexation Property, upon annexation. Upon annexation, the City shall provide all customary municipal services to the Annexation Property, to the same extent and upon the same terms and conditions as such services are provided to other properties throughout the City. (b) City Utilities. (i) The City shall provide water and wastewater services to the Annexation Property and shall extend water and wastewater mains to the Annexation Property within eight (8) months following the date upon which Annexor s option to disconnect pursuant to Section 6 below is extinguished or otherwise waived; provided, however, the City shall diligently proceed with the planning and design of the water and wastewater main extensions during the period in which Annexor has the option to disconnect. Specifically, the City shall provide a water main and wastewater main to the northwest corner of the Annexation Property and a water main in the general vicinity of the southeast property line of the Annexation Property as shown in EXHIBIT B. The Annexor shall be responsible for connecting to the utility mains and extending them within the Annexation Property, including the design, installation, materials and testing of all such City utility mains, as well as all fees and costs for utility service as required by the Code. If the utility mains must be upsized for the benefit of any additional property at the City s request, the City shall pay for the cost of the work attributable to such upsizing. (ii) Water and wastewater services will be provided for the Annexation Property to the City upon satisfaction of all of the requirements of the Code, including the requirement that Annexor construct all necessary improvements which shall comply with the Lafayette Water and Wastewater Specifications, the requirement to pay all applicable fees, and the requirement to provide a cash fee in lieu of water rights to the City. (iii) The following schedule of fees shall apply to the Minimum Units from the Effective Date of this Agreement until December 31, 2025, and shall not be changed by the City during such period: Residential Dwelling Unit Type Single-Family Units (5/8 and ¾ Meters) Fee Meter Fee Water Tap Fee Water Reclamation Tap Fee Amount 5/8 tap/3/4 tap $329/$346 $7,800/$9,360 $5,300/$6,360 3

Duplex (2 units per building) Town Homes and Multifamily units Accessory Dwelling (carriage unit) Single-Family Units Attached Units (Duplex, Town Homes and Multifamily units) Meter Fee Water Tap Fee Water Reclamation Tap Fee Meter Fee Water Tap Fee Water Reclamation Tap Fee Meter Fee Water Tap Fee Water Reclamation Tap Fee Cash in Lieu of Water Rights Fee Cash in Lieu of Water Rights Fee Based on meter size $14,625/building $9,940/building Based on meter size $7,800/building plus $4,290/Unit $5,300/ building plus $2,870/Unit Based on meter size (if applicable) $4,290 $0 $18,900/acre foot,.5 acre foot required for each single-family residential unit $18,900/acre foot,.35 acre foot required for each multifamily unit, or.25 acre feet for each multifamily unit if there is no outdoor irrigation from the unit s water connection * *A separate water rights fee, at the rate otherwise in effect at the time of connection, shall apply for water service intended for outdoor irrigation at multi-family residential structures. (iv) Fees for water and wastewater services, including water dedication requirements, for uses that are not addressed in sub-paragraph (iii) above shall be charged at the rates in effect at the time of connection or change in use. Except for the stormwater fee and such other new fees as may be adopted by the City after the Effective Date of this Agreement, all fees for water and wastewater services, including water dedication requirements, shall be due at the time of issuance of building permit. (c.) Vehicular Access. City staff shall support CDOT approval of vehicular access for the Annexation Property from Arapahoe Road and US Highway 287 as shown on EXHIBIT B. The Arapahoe Road access will be supported as a full-movement signalized intersection providing joint access for both the Annexation Property and, if annexed to Lafayette, the 40-acrea +/- parcel located southwest of the intersection of Arapahoe Road and US Highway 287. The Aspen Ridge Drive/Lucerne Drive access with US Highway 287 would also be supported as full movement signalized intersection with future access provided to the Annexation Property via Aspen 4

Ridge Drive upon the development of the West Ridge subdivision. Additional vehicle interconnection would be supported to the south of the Annexation Property to the Lafayette Farm s East/Anna s Farm subdivision and future development of the Domenico property located west of Lafayette s Farm East/Anna s Farm subdivision. 3. ZONING AND PLANNING (a) Intent. The parties recognize that it is the intent and desire of the Annexor to develop the Annexation Property in accordance with the provisions set out in this Section 3. The Annexor shall take all action necessary to timely apply for and diligently pursue zoning by City of the Annexation Property. Because the zoning and rezoning of property in Colorado constitutes legislative action by a municipality, nothing in this Agreement shall be construed to be an agreement, commitment, or contract binding the City to approval of any specific zone district. (b) Initial Zoning. The Annexor has applied for, and City staff supports initial zoning of the Property as Developing Resource ( DR ), subject to the standards and regulations in the City s Development and Zoning Code ( DZC )(the DR Zoning ). DR Zoning of the Property shall be considered simultaneously with the Petition. (c) PUD Rezoning. In accordance with the applicable procedures, Annexor will apply for and diligently pursue rezoning of the Property to Planned Unit Development ( PUD ) with Transitional Business District ( T1 ), or other zone district as is appropriate to develop the Annexation Property in accordance with this Agreement, designated as the underlying zone district (the PUD Rezoning ). The parties acknowledge that the proposed PUD shall specify, at a minimum, the following: (i) The internal zone districts for the Annexation Property will allow for an overall medium density residential development with a diversity of residential products. It is expressly understood that the Minimum Units is considered the maximum number of residential dwelling units permitted on the Annexation Property. Any reduction in the Minimum Units amount requires Annexor s prior consent, in its sole discretion; and (ii) The internal zone districts for the Annexation Property will allow for multifamily apartment development on approximately four (4) acres of land located in the northeast corner of the Annexation Property as generally shown on EXHIBIT B (the Multifamily Units ); and (iii) The internal zone districts for the Annexation Property will allow for mixed-use development, including commercial and retail services located strategically throughout the Annexation Property; and (iv) The zone districts for the Annexation Property will allow for smaller setbacks than otherwise allowed in the DZC, which are consistent with the goals of compact neighborhood development; and 5

(v) Maximum building height of three (3) stories, but no more than 40 feet, with ground stories tall enough to accommodate commercial and retail uses; and (vi) Street A, as shown on EXHIBIT B, will be designed to support residential mixed-use development and pedestrian activity. Annexor specifically requests that the roadway include an option to place on-street parking on its west side, adjacent to the proposed development; and (vii) All residential units except for the Multifamily Units will be designed as net zero energy buildings, meaning that they will be designed to produce as much or more energy than they consume; provided, however, that the City will not seek to enforce specific energy performance standards subsequent to construction. It is specifically acknowledged that such residential units can achieve the net zero energy standard through the use of renewable energy produced to serve multiple units, as in the case of renewable energy produced in a solar garden, for example. (d) NCWCD. In conjunction with the PUD Rezoning, Annexor shall petition for, and diligently pursue, inclusion of the Annexation Property into the Northern Colorado Water Conservation District ("NCWCD"), and shall take all reasonable steps as are required to secure inclusion in the NCWCD. (e) Comprehensive Land Use Designations. In conjunction with the PUD Rezoning, the Annexor shall apply to amend the City s Comprehensive Plan s land use designation for the Annexation Property from Medium Density Residential to a land use designation which will allow Annexor to develop the Annexation Property in accordance with the specifications outlined in this Agreement, if the Comprehensive Plan is not amended prior to this time. (f) Growth Management. In conjunction with Preliminary and Final Plan applications for the PUD Rezoning, City staff will support a total allocation of dwelling units in sufficient numbers to reasonably accommodate the ability of any future development of the Annexation Property to build out to the Minimum Units and that a minimum number of dwelling permits necessary for the reasonable build-out of the Annexation Property is provided annually. 4. VESTED PROPERTY RIGHTS (a) Intent. Development of the Annexation Property in accordance with the terms and conditions of this Agreement will provide for orderly and well-planned growth, promote economic development and financial stability within the City, ensure reasonable certainty, stability and fairness in the land use planning process, secure the reasonable investment-backed expectations of the Annexor, foster cooperation between the public and private sectors in the area of land use planning, and otherwise achieve the goals and purposes of the Vested Rights Statute, C.R.S., 24-68-101, et seq., ( Vested Property Rights Statute ), the City s Comprehensive Plan, and the DZC. In exchange for these benefits and the other benefits to the City contemplated by the Agreement, together with the public benefits served by the orderly and well-planned development of the 6

Annexation Property, the Annexor desires to receive the assurance that existing development, and future development and redevelopment of the Property may continue and proceed pursuant to the terms and conditions of the Agreement. (b) Site-Specific Development Plan. Once approved, the PUD Rezoning shall constitute an approved Site Specific Development Plan (as defined in and subject to the provisions of Section 26-16-11 of the DZC and as defined in the Vested Property Rights Statute) and creates vested property rights to develop the Property in the manner contemplated by the Site Specific Development Plan. (c) Vested Property Rights. The rights identified below shall constitute the vested property rights under this Agreement: (i) The right to develop, plan and engage in land uses within the Annexation Property in the manner and to the extent set forth in and pursuant to the PUD Rezoning. (ii) The right to develop the Annexation Property in the order, at the rate, and at the time as market conditions dictate, subject to the terms and conditions of this Agreement, the PUD Rezoning, the City s Growth Management ordinance, the availability of municipal utilities, and any approved Final Plan (as defined by Section 26-15-5 of the Code). (iii) The right to apply for and, upon compliance with the terms and conditions of this Agreement, the PUD Rezoning and the Code, to receive grading permits, building permits, certificates of occupancy, and other City permits necessary for development, construction and occupancy of improvements within the Annexation Property (iv) The right to develop and complete the development of the Annexation Property with conditions, standards, dedications, exactions and requirements which are no more onerous than those imposed by the City upon other developers in the City on a uniform, nondiscriminatory and consistent basis. (v) If any future ordinance, resolution, rule, regulation, standard, directive, condition, zoning, land use or other legal administrative action diminishes the vested property rights set out in this Section 4, the Annexor shall be entitled to damages, included all accrued interest, as set out in the Vested Property Rights Statute. (d) Term. The vested property rights shall have a duration as specified herein, instead of the three (3) years prescribed by Section 26-16-11 of the DZC. The vested property rights shall have a term of ten (10) years. (e) Publication. A notice regarding the creation of the Vested Property Rights will be published by the Annexor in accordance with Section 26-16-11(h) of the DZC. 7

(f) Reliance. The Annexor has materially relied upon the creation of such Vested Property Rights in entering into this Agreement. 5. METROPOLITAN DISTRICT. (a) Formation of Districts. The Annexor may initiate proceedings to create, with respect to the Annexation Property, a metropolitan district formed pursuant to C.R.S., Title 32, et seq. ( District ) to facilitate financing, development, operation and maintenance of the public facilities within the Annexation Property, including development of the roads, utilities and any other improvements generally contemplated by the Public Improvements Plan in substantial compliance with the terms provided on EXHIBIT C, attached hereto and incorporated herein, and to act and function as a the master owners association for the community to be developed on the Annexation Property. (b) Service Plan. Annexor shall submit proposed service plan for the District no later than August 1, 2016, and the City shall review and timely act upon such service plan and the organization of the Districts in accordance with C.R.S., 32-1-204.5, and any other applicable state statutes. (c) Creation. The City shall not object to the creation of the District at any court hearing on the petition for the creation of the Districts without first providing the Annexor with seventy-two (72) hours written notice. 6. DISCONNECTION. (a) Election to Disconnect. Annexor shall have the option to elect to disconnect the Annexation Property in the event that any one of the following events has not occurred on or before July 1, 2017: (i) The City Council has approved a District service plan that is timely presented to the City Council by the Annexor, which proposed and approved service plan shall include the following terms: (1) A Debt Mill Levy of thirty-five (35) mills; maintenance; and (2) The option to impose a mill levy for operations and (3) A total debt authorization of Thirteen Million U.S. Dollar ($13,000,000) to finance the provision of public improvements and services authorized under Title 32, and as contemplated in Approved Development Plans for Public Improvements to be approved by the City. 8

(ii) The PUD Rezoning has been approved by the City Council to Annexor s satisfaction, and the vested property rights associated with such approval have been conferred as contemplated by this Agreement. (b) Annexor s option to disconnect pursuant to this paragraph shall be exercised no later than October 1, 2017. The failure of the Annexor to initiate disconnection proceeding by such date shall constitute a waiver of such right. If Annexor chooses to waive its right to disconnect prior to October 1, 2017, it shall provide written notice of such waiver to the City. Upon receipt, the City will promptly proceed to construct the water main and wastewater main as contemplated in Section 2(b). (c) In the event that the Annexation Property is disconnected pursuant to this paragraph, the City shall not be obligated to provide any services to the Annexation Property or to perform any obligations as set forth in this agreement. 7. PROPERTY DEDICATIONS (a) School Land Dedication. There shall be no school land dedication or fee in lieu requirements as a part of the subdivision process for the Annexation Property. (b) Open Space Dedication. Open space and parkland dedication requirements shall be determined in conjunction with the preliminary subdivision plat, and assessed at the time of final subdivision plat in accordance with City requirements in place at that time. However, such open space and parkland dedication requirements shall not exceed 9.6 acres of the Annexation Property. 8. SPECIAL DISTRICTS Upon annexation, the Annexor will initiate and diligently pursue actions necessary to assure exclusion of the Annexation Property from any and all special districts that provide municipal services to the Annexation Property of a type that the City provides to its citizens; provided, however, that Annexor shall not be required to complete any such exclusion until such time that the City is able to actually provide municipal services to the Annexation Property. Any final subdivision plat for property within the Annexation Property shall provide for the prohibition of conveyances of any lot within the subdivision to a final user/consumer unless and until the affected lot is disconnected from all such special districts. The Annexor shall bear the related costs and legal fees for said exclusion. The requirements of this Section 8 shall not affect the requirements set out in Section 3(d). 9. NO OBLIGATION TO DEVELOP Annexor shall have no obligation to develop all or any portion of the Annexation Property and shall have no liability under this Agreement to the City or to any other party for the failure to develop all or any part of the Annexation Property. Notwithstanding the foregoing, if Annexor commences development of all or any portion or phase of the Annexation Property, Annexor shall be 9

required to construct the public improvements required to support such development in accordance with the terms and conditions of this Agreement and/or any subdivision improvement agreement(s) not inconsistent with this Agreement which Annexor and the City may execute in connection with any subsequently obtained land use approval. Nothing in this Agreement shall be construed as relieving Annexor of any obligation or liability for completion of any public improvements required by any subdivision improvement agreement(s) executed by Annexor after the Effective Date. 10. MISCELLANEOUS (a) Assignment. The rights, duties and obligations of the Annexor hereunder may be assigned to another person or entity only with the consent of the City; provided, however, that Annexor shall have the right to make such assignment to an entity controlled by Annexor without such consent. In such event, the assignee shall assume all of the rights, duties and obligations of the Annexor hereunder and the Annexor shall be correspondingly relieved from all such liabilities, duties and obligations. (b) Notices. All notices, demands or other documents required or desired to be given to either party under this Agreement shall be made in writing and shall be deemed effective upon receipt and shall be personally delivered or mailed by certified mail as follows: City: City Administrator City of Lafayette 1290 S. Public Road Lafayette, CO Cornerstone: Cornerstone Homes Development Company, LLC 1005 S. 120th Street Lafayette, CO 80026 Attn: Keenan Tompkins and Justin Wessels Copy to: HeartEye: Copy to: Brownstein Hyatt Farber Schreck, LLP 410 17th Street, Suite 2200 Denver, Colorado 80202 Attn: Carolynne White HeartEye Village Land Company, LLC 10364 Arapahoe Road Lafayette, CO 80026 Attn: Jillian Weems Packard Dierking, LLC 2595 Canyon Blvd, Suite 200 Boulder, Colorado 80302 10

Attn: Keirstin Beck The parties shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other parties. (c) Severability. If any covenant, stipulation or obligation of this Agreement is held to be unconstitutional or invalid for any reason, such decision shall not affect the validity or constitutionality of the remaining portions of the Agreement. The parties hereby declare that they would have entered into this Agreement and each part or parts hereof irrespective of the fact that any one part or parts be declared unconstitutional or invalid. (d) Amendment. This Agreement may be modified only by a written agreement signed by authorized representatives of the City, Cornerstone and HeartEye. For the purposes of any amendment to this Agreement, Annexor means only the signatories to this Agreement constituting Annexor and those parties, if any, to whom such signatories have specifically granted, in writing, the power to enter into such amendment. (e) Binding Effect of Agreement. This Agreement shall inure to the benefit of and be binding upon the successors and the assigns of the respective parties and, unless otherwise provided herein, shall run with the land. This Agreement shall be recorded in the records of the Clerk and Recorder of Boulder County, State of Colorado, at the City's expense. The parties covenant and agree that they will cooperate with each other in accomplishing the terms, conditions and provisions of the Agreement, and will execute such additional documents as necessary to effectuate the same. (f) Third Parties. The covenants, stipulations and agreements contained in this Agreement are and shall be for the sole and exclusive benefit of the parties hereto and their respective successors and assigns, and nothing in this Agreement, express or implied, is intended nor shall be construed of confer upon or give any other person any rights, remedy or claim under or by reason of the Agreement. (g) Police Power. Nothing contained in the Agreement shall constitute or be interpreted as a repeal of existing codes or ordinances or as a waiver or release of the City's legislative, governmental or police powers to promote and protect, the health, safety, morals or general welfare of the municipality or its inhabitants. This Agreement shall not prohibit the enactment by the City of any fee, ordinance, resolution, rule or regulation which is of uniform and general application. (h) Remedies. It is understood and agreed by the parties that they shall have all available remedies for breach of this Agreement in law or in equity, including but not limited to specific performance and damages. In the event of litigation related to this Agreement, the prevailing party shall be awarded its costs, expert fees and legal fees. 11

(i) Challenges. If the annexation of the Annexation Property or any portion thereof is challenged by third parties, all provisions of the Agreement, together with the duties and obligations of each party, shall be suspended pending the outcome of the challenge. If the challenge to the annexation results in disconnection of the Annexation Property from the City, then this Annexation Agreement shall be null and void and of no further effect. If the challenge fails, then the Annexor and the City shall continue to be bound by the annexation of the Property. (j) Court Order. In the event that the annexation of the Annexation Property or any portion thereof is voided by Final Action ("Final Action" means that no appeal can be made or the time to appeal has expired) of a court of proper jurisdiction the City and the Annexor shall cooperate to cure the legal defect which resulted in disconnection of the Annexation Property, and upon such cure the Annexation Agreement shall be deemed to be an agreement to annex the Annexation Property to the City pursuant to the Act. The Annexor shall reapply for annexation when the Annexation Property becomes eligible for annexation as determined by the City. (k) Entire Agreement. This Agreement contains the entire agreement between the parties and shall not be amended except by written agreement executed with the same formality of this Agreement. (l) Venue. This Agreement shall be governed by the laws of the State of Colorado with venue in the County of Boulder. [Signature Pages to Follow] 12

CORNERSTONE: CORNERSTONE HOMES DEVELOPMENT COMPANY, LLC a Colorado limited liability company By: Name: Keenan Tompkins Title: Manager By: Name: Justin Wessels Title: Manager STATE OF COLORADO ) )ss. COUNTY OF BOULDER ) The foregoing Annexation Agreement was signed and sworn to before me by Keenan Tompkins as Manager of Cornerstone Homes Development Company, LLC, a Colorado limited liability company, this day of, 2016. Witness my hand and official seal. Notary Public: My Commission Expires: STATE OF COLORADO ) )ss. COUNTY OF BOULDER ) The foregoing Annexation Agreement was signed and sworn to before me by Justin Wessels as Manager of Cornerstone Homes Development Company, LLC, a Colorado limited liability company, this day of, 2016. Witness my hand and official seal. Notary Public: My Commission Expires: Signature Page to Annexation Agreement

HEARTEYE: HEARTEYE VILLAGE LAND COMPANY, LLC a Colorado limited liability company By: Name: Susan J. Weems Title: STATE OF COLORADO ) )ss. COUNTY OF BOULDER ) The foregoing Annexation Agreement was signed and sworn to before me by Susan J. Weems as of HeartEye Village Land Company, LLC, a Colorado limited liability company, this day of, 20. Witness my hand and official seal. Notary Public: My Commission Expires: Signature Page to Annexation Agreement

CITY OF LAFAYETTE: By: Christine Berg, Mayor ATTEST: City Clerk

EXHIBIT A Annexation Petition [see attached] A-1

PETiTION FOR ANNEXATION OF UNINCORPORATED TERRITORY IN TFW COUNTY OF BOULDIiR, STATE OF COLORADO TO THE CITY OF LAFAYETTE, COLORADO To: The Mayor and City Council of Lafayette, Colorado The undersigned, in accordance with the Municipal Annexation Act of 1965, Part 1, Article 12, Title 31, Colorado Revised Statutes, as amended, hereby petitions the City Council of the City of Lafayette, Colorado for the annexation of the following described unincorporated territory located in the County of Boulder, State of Colorado, to-wit: For legal description, see Exhibit A attached hereto and incorporated herein by reference. in support of said Petition, your Petitioner alleges as follows: 1. It is desirable and necessary that the above-described unincorporated territory be annexed to the City of Lafayette, Colorado. 2. The requirements of Section 3 1-12-104, C.R.S., as amended, exist or have been met, to wit: (a) Not less than one-sixth of the perimeter of the area proposed to be annexed is contiguous with the City of Lafayette; (b) A community of interest exists between the area proposed to be annexed and the City of Lafayette; of Lafayette. (c) (d) Said area is urban or will be urbanized in the near future; and Said area is integrated with or is capable of being integrated with the City 3. The requirements of Section 3 1-12-105, C.R.S., as amended, exist or have been met, inchiding the following: (a) In establishing the boundaries of the territory to be annexed, no land held in identical ownership, whether consisting of one tract or parcel of real estate or two or more contiguous tracts or parcels of real estate, has been divided into separate parts or parcels without the written consent of the landowners; and (b) In establishing the boundaries of the area proposed to be annexed, no land held in identical ownership, whether consisting of one tract or parcel of real estate or two or more contiguous tracts or parcels of real estate comprising twenty (20) acres or more which, together with the buildings and improvements situated thereon, has a valuation for assessment in 1

excess of $200,000 Ibr y tax purposes for the year next preceding the annexation has been included without the written consent of the landowners; (c) That no annexation proceedings have been commenced for the annexation of part or all of the subject property to another municipality; (ci) The proposed annexation would not have the effect of extending a municipal boundary more than three (3) miles in any direction from any point of such municipal boundary in any one year; and (e) if any portion of a platted street or alley is to be annexed, the entire width of said street or alley is included within the area proposed to be annexed. 4. The signers of this Petition comprises 100% of the landowners in the area and own 100% of the territory included in the area proposed to be annexed, exclusive of streets and alleys, and of any land owned by the City. 5. The mailing address of each signer and the date of signing of each signature are all shown on this Petition. 6. The legal description of the property proposed to be annexed is attached hereto as Exhibit A and by reference made a part hereof 7. Accompanying this Petition are four (4) prints each of an annexation map containing the following information: annexed. (a) (b) A written legal description of the boundaries of the area proposed to be A map showing the boundary of the area proposed to be annexed. (c) Within the annexation boundary map there is shown the location of each ownership tract in unpiatted land, and if part or all of the area to be platted, then the boundaries and the plat number of plots and blocks are shown. (d) Next to the boundary of the area proposed to be annexed is drawn the contiguous boundary of the City of Lafayette, Colorado and the contiguous boundary of any other municipalities abutting the area proposed to be annexed. (e) The dimensions of the contiguous boundaries are shown on the map. Petitioner(s) hereby request(s) that the City of Lafayette, Colorado approve the annexation of the area proposed to be annexed. 2

Date: Date: Date: Date: STATE OF COLORADO) ) ss. COUNTY OF BOULDER) The foregoing instrument was acknowledged before this,by2o1by I day of 2 Notary Public 7Cr. My commission expires: - STAri j- CLcFDO NO17- D 2013021561 My Commison Expre: Apri 12, 2017 f-annexpetition.doc 3

EXHIBITA Legal Description LOCATED IN THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 34, TOWNSHIP 1 NORTH, RANGE 69 WEST, OF THE 6TH P.M., COUNTY OF BOULDER, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: CONSIDERING THE EAST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 34 TO BEAR SOUTH 0001959 EAST, A DISTANCE OF 2633.85 FEET BETWEEN THE NORTH QUARTER CORNER OF SAID SECTION 34, A FOUND NO. 6 REBAR WITH 3 1/4 ALUMINUM CAP, MARKED LS 29752 PER MONUMENT RECORD, DATED MARCH 16, 1999 AND THE CENTER CORNER OF SAID SECTION 34, A FOUND NO. 6 REBAR WITH 3 1/4 ALUMINUM CAP MARKED CDOT, LS 8141, 1999 PER MONUMENT RECORD, DATED MAY 26, 2005 WITH ALL BEARINGS CONTAINED HEREIN RELATIVE THERETO. COMMENCING AT THE NORTH QUARTER CORNER OF SAID SECTION 34; THENCE ALONG THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 34, NORTH 89 59 25 WEST, A DISTANCE OF 1329.89 FEET TO THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER, SAID POINT BEING THE POINT OF BEGINNING; THENCE LEAVING SAID NORTH LINE AND ALONG THE EAST LINE OF THE WEST HALF OF THE NORTHWEST QUARTER OF SAID SECTION 34, SOUTH O0 25 17 EAST, A DISTANCE OF 2641.27 FEET TO THE SOUTHEAST CORNER OF THE WEST HALF OF THE NORTHWEST QUARTER OF SAID SECTION 34; THENCE LEAVING SAID EAST LINE AND ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER, SOUTH 89 42 42 WEST, A DISTANCE OF 1325.68 FEET TO THE WEST QUARTER CORNER OF SAID SECTION 34; THENCE LEAVING SAID SOUTH LINE AND ALONG THE WEST LINE OF THE NORTHWEST QUARTER, NORTH 00 32 18 WEST, A DISTANCE OF 2648.70 FEET TO THE NORTHWEST CORNER OF SAID SECTION 34; THENCE LEAVING SAID WEST LINE AND ALONG THE NORTH LINE OF THE NORTHWEST QUARTER, SOUTH 89 58 09 EAST, A DISTANCE OF 1331.13 FEET, MORE OR LESS, TO THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 34, SAID POINT BEING THE POINT OF BEGINNING. AND OUTLOT C OF WINDRIDGE NUPUD PER RECEPTION NO. 00617093, DATED APRIL 25, 1984, IN THE RECORDS OF BOULDER COUNTY AND THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 27, TOWNSHIP 1 NORTH, RANGE 69 WEST OF THE 6TH P.M., LOCATED IN ARAPAHOE ROAD BETWEEN SAID OUTLOT C AND THE NORTH LINE OF THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 34, TOWNSHIP 1 NORTH, RANGE 69 WEST OF THE 6TH P.M., SAID PARCELS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING ATTHE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 34; THENCE ALONG THE NORTH LINE OF THE NORTHWEST QUARTER, NORTH 89 58 09 WEST, A DISTANCE OF 1331.13 FEET TO THE NORTHWEST CORNER OF SAID SECTION 34, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF SAID OUTLOT C; THENCE NORTH 0001412411 WEST, ALONG THE WEST LINE OF SAID OUTLOT C, A DISTANCE OF 60.00 FEET, TO THE NORTHWEST CORNER OF SAID OUTLOT C; THENCE NORTH 89 25 37 EAST, ALONG THE NORTH LINE OF SAID OUTLOT C, A DISTANCE OF 1331.13 FEET, TO THE NORTHEAST CORNER OF SAID OULOT C; THENCE SOUTH 00014145h? EAST, A DISTANCE OF 74.03 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. CONTAINING 3,602,742 SQ FT OR 82.71 ACRES, MORE OR LESS.

EXHIBIT B Annexation Property [also see attached depiction ] B-1

EXHIBIT B Future Stoplight at Arapahoe. CDOT Access. Arapahoe Road (SH 7) Multifamily Street A Location of water main extensions US 287 Location of water and wastewater main extensions Future Stoplight at 287. CDOT Access. PROPOSED COMMERCIAL DEVELOPMENT (TO BE ANNEXED AND REZONED) 76' R.O.W. PROPOSED TRAIL (TYP) 76' R.O.W. Lucerne Dr. PROPOSED 8' SIDEWALK (TYP) 76' R.O.W. SHARED SIGNAGE PROPOSED 8' SIDEWALK (TYP) PROPOSED 5' SIDEWALK (TYP) PROPOSED F.H. (TYP) 65 ' PROPOSED TRAIL (TYP) Access Point via Aspen Ridge Dr. ZO NE D T1 NT CA VA Roadway Connection To 287. PROPOSED TRAIL (TYP) Furrow Way 80' TRAIL, IRRIGATION & UTIL. ESMT. CITY OF LAFAYETTE ZONED P Connection to Lafayette Farms East A.K.A. Anna s Farm Road Access Points Street A EXISTING WALMART WalMart Multifamily Housing Future Stoplight

EXHIBIT C Public Improvements Plan [see attached] C-1

Cornerstone Homes Development Proforma, Lafayette, Colorado Land Development Project Cash Flow Land Development Hard and Soft Cost growth annually 2.0% Land Development Costs Phase 1 2 3 4 5 Totals 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Development Soft Costs (2016 $) District Organizational Costs (service plan, election, etc) $ (100,000) Development Hard Costs (2016 $) Community facilities Community Building & Entryway $ (1,250,000) $ (1,250,000) CSA $ (500,000) $ (500,000) Parks Landscaping & irrigation $ (3,000,000) $ (600,000) $ (600,000) $ (600,000) $ (600,000) $ (600,000) Demolition $ (60,000) $ (60,000) Abatement $ (30,000) $ (30,000) Horizontal site work Overlot grading site $ (579,057) $ (115,811) $ (115,811) $ (115,811) $ (115,811) $ (115,811) Overlot grading roads $ (1,600,000) $ (533,333) $ (266,667) $ (266,667) $ (266,667) $ (266,667) Roadways $ (2,905,000) $ (968,333) $ (484,167) $ (484,167) $ (484,167) $ (484,167) Water lines $ (977,864) $ (325,955) $ (162,977) $ (162,977) $ (162,977) $ (162,977) Sanitary sewers $ (2,417,488) $ (805,829) $ (402,915) $ (402,915) $ (402,915) $ (402,915) Storm drains $ (364,584) $ (121,528) $ (60,764) $ (60,764) $ (60,764) $ (60,764) Storm drain ponds $ (250,000) $ (83,333) $ (41,667) $ (41,667) $ (41,667) $ (41,667) Irrigation ditch improvements $ (977,875) $ (325,958) $ (162,979) $ (162,979) $ (162,979) $ (162,979) Dry Utilities $ (1,673,672) $ (557,891) $ (278,945) $ (278,945) $ (278,945) $ (278,945) Pedestrian bridges across ditches $ (20,000) $ (20,000) Vehicle bridges across ditches $ (100,000) $ (100,000) Off site improvements Traffic Signal & Road work on Arapahoe $ (1,750,000) $ (1,750,000) Bus stop $ (25,000) $ (25,000) Work by others Gas well removal $ (150,000) $ (150,000) General Contractor items General Conditions $ (125,000) $ (25,000) $ (25,000) $ (25,000) $ (25,000) $ (25,000) GC fee $ $ $ $ $ $ $ $ $ $ $ GC insurance $ (210,083) $ (61,545) $ $ (56,653) $ $ (31,828) $ $ (30,028) $ $ (30,028) $ Hard cost contingency $ (2,132,343) $ (624,678) $ $ (575,032) $ $ (323,058) $ $ (304,788) $ $ (304,788) $ Total Development Hard Costs in 2016 $ $ (21,097,967) $ $ (5,389,195) $ $ (5,008,577) $ $ (4,826,778) $ $ (2,936,708) $ $ (2,936,708) $ Subtotal Development Hard Costs in Future $ by Year $ (23,954,447) $ $ (5,719,056) $ $ (5,529,874) $ $ (5,544,451) $ $ (3,509,638) $ $ (3,651,428) $ Subtotal Development Hard and Soft Costs in Future $ $ (24,054,447) $ (100,000) $ (5,719,056) $ $ (5,529,874) $ $ (5,544,451) $ $ (3,509,638) $ $ (3,651,428) $ Proximity Green 3/30/2016 Page 1 of 1