Common use of Performance Guarantee Clause in Contracts

Performance Guarantee. Before commencement of construction under the Development Plan or Subdivision Plat, as approved, and the Building Permit, if issued, the Developer shall furnish the City with an effective Performance Guarantee in the amount of 125% of the total estimated cost of the Required Improvements, as shown on Exhibit B. The total estimated cost of the Required Improvements, including both labor and materials, is $383,147.66; however, that also accounts for a private street which will not be owned by the City. Therefore, the Performance Guarantee must be in an amount equal to $383,147.66. 5.7.1 The Performance Guarantee must provide for payment to the City upon demand, based upon the City’s written certified statement that the Developer has failed to construct, install, maintain, or repair, as required by this Agreement, any of the Required Improvements. 5.7.2 The Developer shall extend or replace the Performance Guarantee at least thirty days prior to its expiration. In the event that the Performance Guarantee expires, or the entity issuing the Performance Guarantee becomes non-qualifying, or the City reasonably determines that the cost of the Required Improvements is greater than the amount of the Performance Guarantee, then the City shall give written notice to the Developer of the deficiency, and within thirty days of receipt of such notice, the Developer shall provide the City an increased or substituted Performance Guarantee that meets the requirements of this paragraph 5.7 and the Land Use Code. 5.7.3 Upon completion of portions of the Required Improvements (“Completed Improvements”), the Developer may apply to the City for a release of part of the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee in the amount of 75% of the documented cost of the Completed Improvements. 5.7.4 Upon the City Engineer’s inspection and written approval of all Required Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a release of the Performance Guarantee in the amount of 90% of the total estimated cost of all Required Improvements, as shown on Exhibit B. 5.7.5 Upon the expiration of both the Public Improvements Warranty Period and the Other Required Improvements Warranty Period described in paragraph 5.9 below, the Developer’s correction of all defects discovered during such periods, and the City’s final acceptance of the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance Guarantee. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5

Performance Guarantee. Before commencement In order to secure the construction and installation of construction under the Development Plan or Subdivision Plat, as approved, and the Building Permit, if issuedPublic Improvements, the Developer shall, prior to recording the Final Plat in the real estate records of ▇▇▇▇▇▇▇ County, which recording shall occur no later than ninety (90) days after the execution of this Agreement, furnish the City Town, at the Developer's expense, with an effective Performance Guarantee in the amount of 125% of the total estimated cost of the Required Improvements, as shown on Exhibit B. performance guarantee described herein. The total estimated cost of the Required Improvements, including both labor and materials, is $383,147.66; however, that also accounts for a private street which will not be owned performance guarantee provided by the City. Therefore, Developer shall be an irrevocable letter of credit in which the Performance Guarantee must be Town is designated as beneficiary in an amount equal to $383,147.66. 5.7.1 one hundred ten percent (110%) of the estimated costs of the Public Improvements to be constructed and installed, as set forth in Exhibit C, to secure the performance and completion of the Public Improvements. The Performance Guarantee must provide for payment Developer agrees that approval of the Final Plat by the Town is contingent upon the Developer's provision of an irrevocable letter of credit to the City upon demand, based upon Town within ninety (90) days of the City’s written certified statement that the Developer has failed to construct, install, maintain, or repair, as required by execution of this Agreement, any in the amount and form provided herein. Failure of the Required Improvements. 5.7.2 Developer to provide an irrevocable letter of credit to the Town, in the manner provided herein, shall negate the Town's approval of the Final Plat. Letters of credit shall be substantially in the form and content set forth in Exhibit D, attached hereto and incorporated herein, and shall be subject to the review and approval of the Town Attorney. The Developer shall extend not start the construction of any public or replace private improvement on the Performance Guarantee at least thirty days prior to its expiration. In the event that the Performance Guarantee expiresProperty, including, but not limited to, staking, earth work, over lot grading or the entity issuing erection of any structure, temporary or otherwise, until the Performance Guarantee becomes non-qualifyingTown has received and approved the irrevocable letter of credit. The estimated costs of the Public Improvements shall be a figure mutually agreed upon by the Developer and the Town's Director of Public Works, or as set forth in Exhibit C. If, however, they are unable to agree, the City reasonably determines that Director of Public Works' estimate shall govern after giving consideration to information provided by the Developer, including, but not limited to, construction contracts and engineering estimates. The purpose of the cost of the Required Improvements estimate is greater than solely to determine the amount of security. No representations are made as to the Performance Guaranteeaccuracy of these estimates and the Developer agrees to pay the actual costs of all such Public Improvements. The estimated costs of the Public Improvements may increase in the future. Accordingly, then the City Town reserves the right to review and adjust the cost estimates on an annual basis. Adjusted cost estimates will be made according to changes in the Construction Costs Index, as published by the Engineering News Record. If the Town adjusts the cost estimate for the Public Improvements, the Town shall give written notice to the Developer. The Developer shall, within thirty (30) days after receipt of said written notice, provide the Town with a new or amended letter of credit in the amount of the deficiencyadjusted cost estimates. If the Developer refuses or fails to so provide the Town with a new or amended letter of credit, the Town may exercise the remedies provided for in paragraph 6 of this Agreement; provided, however, that prior to increasing the amount of additional security required, the Town shall give credit to the Developer for all required Public Improvements which have actually been completed so that the amount of security required at any time shall relate to the cost of required Public Improvements not yet constructed. In the event the Public Improvements are not constructed or completed within the period of time specified by paragraph 9 of this Agreement or a written extension of time mutually agreed upon by the parties to this Agreement, the Town may draw on the letter of credit to complete the Public Improvements called for in this Agreement. In the event the letter of credit is to expire within fourteen (14) calendar days and within thirty days the Developer has not yet provided a satisfactory replacement, the Town may draw on the letter of receipt credit and either hold such funds as security for performance of this Agreement or spend such funds to finish the Public Improvements or correct problems with the Public Improvements, as the Town deems appropriate. Upon completion of performance of such noticeimprovements, conditions and requirements within the required time and the approval of the Town Public Works Director, the Developer shall provide the City issue an increased or substituted Performance Guarantee that meets the requirements irrevocable letter of this paragraph 5.7 and the Land Use Code. 5.7.3 Upon completion of portions of the Required Improvements (“Completed Improvements”), the Developer may apply credit to the City for a release of part of the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee Town in the amount of 75% of the documented cost of the Completed Improvements. 5.7.4 Upon the City Engineer’s inspection and written approval of all Required Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a release of the Performance Guarantee in the amount of 90% twenty percent (20%) of the total estimated cost of all Required construction and installation of the Public Improvements, as shown on Exhibit B. 5.7.5 Upon to be held by the expiration of both Town during the two- year warranty period. If the Public Improvements Warranty Period and are not completed within the Other Required Improvements Warranty Period described in paragraph 5.9 belowrequired time, the Developer’s correction of all defects discovered during such periods, and monies may be used to complete the City’s final acceptance of the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance Guaranteeimprovements. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5

Performance Guarantee. Before commencement In order to secure the construction and installation of construction under the Development Plan or Subdivision Plat, as approved, and the Building Permit, if issuedPublic Improvements, the Developer shall, prior to recording the Final Plat in the real estate records of ▇▇▇▇▇▇▇ County, which recording shall occur no later than ninety (90) days after the execution of this Agreement, furnish the City Town, at the Developer's expense, with an effective Performance Guarantee in the amount of 125% of the total estimated cost of the Required Improvements, as shown on Exhibit B. performance guarantee described herein. The total estimated cost of the Required Improvements, including both labor and materials, is $383,147.66; however, that also accounts for a private street which will not be owned performance guarantee provided by the City. Therefore, Developer shall be an irrevocable letter of credit in which the Performance Guarantee must be Town is designated as beneficiary in an amount equal to $383,147.66. 5.7.1 one hundred ten percent (110%) of the estimated costs of the Public Improvements to be constructed and installed, as set forth in Exhibit C, to secure the performance and completion of the Public Improvements. The Performance Guarantee must provide for payment Developer agrees that approval of the Final Plat by the Town is contingent upon the Developer's provision of an irrevocable letter of credit to the City upon demand, based upon Town within ninety (90) days of the City’s written certified statement that the Developer has failed to construct, install, maintain, or repair, as required by execution of this Agreement, any in the amount and form provided herein. Failure of the Required Improvements. 5.7.2 Developer to provide an irrevocable letter of credit to the Town, in the manner provided herein, shall negate the Town's approval of the Final Plat. Letters of credit shall be substantially in the form and content set forth in Exhibit D, attached hereto and incorporated herein, and shall be subject to the review and approval of the Town Attorney. The Developer shall extend not start the construction of any public or replace private improvement on the Performance Guarantee at least thirty days prior to its expiration. In the event that the Performance Guarantee expiresProperty, including, but not limited to, staking, earth work, over lot grading or the entity issuing erection of any structure, temporary or otherwise, until the Performance Guarantee becomes non-qualifyingTown has received and approved the irrevocable letter of credit. The estimated costs of the Public Improvements shall be a figure mutually agreed upon by the Developer and the Town's Director of Public Works, or as set forth in Exhibit C. If, however, they are unable to agree, the City reasonably determines that Director of Public Works' estimate shall govern after giving consideration to information provided by the Developer, including, but not limited to, construction contracts and engineering estimates. The purpose of the cost of the Required Improvements estimate is greater than solely to determine the amount of security. No representations are made as to the Performance Guaranteeaccuracy of these estimates and the Developer agrees to pay the actual costs of all such Public Improvements. The estimated costs of the Public Improvements may increase in the future. Accordingly, then the City Town reserves the right to review and adjust the cost estimates on an annual basis. Adjusted cost estimates will be made according to changes in the Construction Costs Index, as published by the Engineering News Record. If the Town adjusts the cost estimate for the Public Improvements, the Town shall give written notice to the Developer. The Developer shall, within thirty (30) days after receipt of said written notice, provide the Town with a new or amended letter of credit in the amount of the deficiencyadjusted cost estimates. If the Developer refuses or fails to so provide the Town with a new or amended letter of credit, the Town may exercise the remedies provided for in paragraph 6 of this Agreement; provided, however, that prior to increasing the amount of additional security required, the Town shall give credit to the Developer for all required Public Improvements which have actually been completed so that the amount of security required at any time shall relate to the cost of required Public Improvements not yet constructed. In the event the Public Improvements are not constructed or completed within the period of time specified by paragraph 9 of this Agreement or a written extension of time mutually agreed upon by the parties to this Agreement, the Town may draw on the letter of credit to complete the Public Improvements called for in this Agreement. In the event the letter of credit is to expire within fourteen (14) calendar days and within thirty days the Developer has not yet provided a satisfactory replacement, the Town may draw on the letter of receipt credit and either hold such funds as security for performance of this Agreement or spend such funds to finish the Public Improvements or correct problems with the Public Improvements, as the Town deems appropriate. Upon completion of performance of such noticeimprovements, conditions and requirements within the required time and the approval of the Town Public Works Director, the Developer shall provide the City issue an increased or substituted Performance Guarantee that meets the requirements irrevocable letter of this paragraph 5.7 and the Land Use Code. 5.7.3 Upon completion of portions of the Required Improvements (“Completed Improvements”), the Developer may apply credit to the City for a release of part of the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee Town in the amount of 75% of the documented cost of the Completed Improvements. 5.7.4 Upon the City Engineer’s inspection and written approval of all Required Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a release of the Performance Guarantee in the amount of 90% twenty percent (20%) of the total estimated cost of all Required construction and installation of the Public Improvements, as shown on Exhibit B. 5.7.5 Upon to be held by the expiration of both Town during the two-year warranty period. If the Public Improvements Warranty Period and are not completed within the Other Required Improvements Warranty Period described in paragraph 5.9 belowrequired time, the Developer’s correction of all defects discovered during such periods, and monies may be used to complete the City’s final acceptance of the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance Guaranteeimprovements. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5

Performance Guarantee. Before commencement In order to secure the construction and installation of construction under the Development Plan or Subdivision Plat, as approved, and Public Improvements above-described for which the Building Permit, if issuedDeveloper is responsible, the Developer shall, prior to recording the final plat in the real estate records of Gilpin County, which recording shall occur no later than Decembe▇ ▇, ▇998, furnish the City City, at the Developer's expense, with an effective Performance Guarantee irrevocable letter of credit in which the amount of 125% City is designated as beneficiary, to secure the performance and completion of the total estimated cost of the Required Public Improvements, as shown on Exhibit B. The total estimated cost or the City may accept at its sole discretion some other form of security from the Required Improvements, including both labor and materials, is $383,147.66; however, that also accounts for a private street which will not be owned by the City. Therefore, the Performance Guarantee must be Developer in an amount equal to $383,147.66. 5.7.1 one hundred ten percent (110%) of the estimated costs of the Public Improvements to be constructed and installed as set forth in Exhibit C. The Performance Guarantee must provide for payment Developer agrees that approval of the final plat by the City is contingent upon the Developer's provision of an irrevocable letter of credit to the City upon demandno later than December 1, based upon 1998, in the amount and form provided herein. Failure of the Developer to provide an irrevocable letter of credit to the City in the manner provided herein shall negate the City’s written certified statement that the Developer has failed to construct, install, maintain, or repair, as required by this Agreement, any 's approval of the Required Improvements. 5.7.2 final plat. Letters of credit shall be substantially in the form and content set forth in Exhibit D, attached hereto and incorporated herein, and shall be subject to the review and approval of the City Attorney. The Developer shall extend not start any construction of any public or replace private improvement on the Performance Guarantee at least thirty days prior to its expiration. In the event that the Performance Guarantee expiresProperty including, but not limited to, staking, earth work, overlot grading, or the entity issuing the Performance Guarantee becomes non-qualifyingerection of any structure, temporary or otherwise, until the City reasonably determines that has received and approved the irrevocable letter of credit; provided, however, this requirement shall not apply to the issuance of a bench excavation permit which is governed by City of Black Hawk ordinance. The City shall not issue a foundation excavation permit for the Property until such time as a CLOMR is issued for the Property. The estimated costs of the Public Improvements shall be a figure mutually agreed upon by the Developer and the City's Director of Public Works, and where appropriate the Manager of the District, as set forth in Exhibit C. If, however, they are unable to agree, the Director of Public Works' estimate shall govern after giving consideration to information provided by the Developer including, but not limited to, construction contracts and engineering estimates. The purpose of the cost of the Required Improvements estimate is greater than solely to determine the amount of security. No representations are made as to the Performance Guaranteeaccuracy of these estimates, then and the Developer agrees to pay the Actual Costs of all such Public Improvements. The estimated costs of the Public Improvements may increase in future. Accordingly, the City reserves the right to review and adjust the cost estimate on an annual basis. Adjusted cost estimates will be made according to changes in the Construction Costs Index as published by the Engineering News Record. If the City adjusts the cost estimated for the Public Improvements, the City shall give written notice to the Developer. The Developer of the deficiencyshall, and within thirty (30) days of after receipt of such said written notice, the Developer shall provide the City an increased with a new or substituted Performance Guarantee that meets the requirements amended letter of this paragraph 5.7 and the Land Use Code. 5.7.3 Upon completion of portions of the Required Improvements (“Completed Improvements”), the Developer may apply to the City for a release of part of the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee credit in the amount of 75% of the documented adjusted cost of estimates. If the Completed Improvements. 5.7.4 Upon Developer refuses or fails to so provide the City Engineer’s inspection and written approval with a new or amended letter of all Required Improvements in accordance with paragraph 5.9 belowcredit, the City Council shall authorize a release may exercise the remedies provided for in paragraph 5 of the Performance Guarantee in this Agreement; provided, however, that prior to increasing the amount of additional security required, the City shall give credit to the Developer for all required Public Improvements which have actually been completed so that the amount of security required at any time shall relate to the cost of required Public Improvements not yet constructed. In the event the Public Improvements are not constructed or completed within the period of time specified by paragraph 8 of this Agreement or a written extension of time mutually agreed upon by the parties to this Agreement, the City may draw on the letter of credit to complete the Public Improvements called for in this Agreement. In the event the letter of credit is to expire within fourteen (14) calendar days and the Developer has not yet provided a satisfactory replacement, the City may draw on the letter of credit and either hold such funds as security for performance of this Agreement or spend such funds to finish the Public Improvements or correct problems with the Public Improvements as the City deems appropriate. Upon completion or performance of such improvements, conditions, and requirements within the required time, and the approval of the Director of Public Works, ninety percent (90% %) of the estimated costs of construction shall be released to the Developer within ten (10) days of acceptance by the City provided, however, the City shall retain through the one (1) year warranty period at least twenty percent (20%) of the total estimated cost of all Required Improvements, as shown on Exhibit B. 5.7.5 Upon the expiration of both the Public Improvements Warranty Period and the Other Required Improvements Warranty Period described in paragraph 5.9 below, the Developer’s correction of all defects discovered during such periods, and the City’s final acceptance construction costs of the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance GuaranteeImprovements. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5

Performance Guarantee. Before commencement In order to secure the construction and installation of construction under the Development Plan or Subdivision Plat, as approved, and the Building Permit, if issuedPublic Improvements, the Developer shall, prior to recording the final plat in the real estate records of Douglas County, which recording shall occur no later than ninety (90) days after the execution of this Agreement, furnish the City Town, at the Developer’s expense, with an effective Performance Guarantee in the amount of 125% of the total estimated cost of the Required Improvements, as shown on Exhibit B. performance guarantee described herein. The total estimated cost of the Required Improvements, including both labor and materials, is $383,147.66; however, that also accounts for a private street which will not be owned performance guarantee provided by the City. Therefore, Developer shall be an irrevocable letter of credit in which the Performance Guarantee must be Town is designated as beneficiary in an amount equal to $383,147.66. 5.7.1 one hundred ten percent (110%) of the estimated costs of the Public Improvements to be constructed and installed, as set forth in Exhibit C, to secure the performance and completion of the Public Improvements. The Performance Guarantee must provide for payment Developer agrees that approval of the final plat by the Town is contingent upon the Developer’s provision of an irrevocable letter of credit to the City upon demand, based upon Town within ninety (90) days of the City’s written certified statement that the Developer has failed to construct, install, maintain, or repair, as required by execution of this Agreement, any in the amount and form provided herein. Failure of the Required Improvements. 5.7.2 Developer to provide an irrevocable letter of credit to the Town, in the manner provided herein, shall negate the Town’s approval of the final plat. Letters of credit shall be substantially in the form and content set forth in Exhibit D, attached hereto and incorporated herein, and shall be subject to the review and approval of the Town Attorney. The Developer shall extend not start the construction of any public or replace private improvement on the Performance Guarantee at least thirty days prior to its expiration. In the event that the Performance Guarantee expiresProperty, including, but not limited to, staking, earth work, overlot grading or the entity issuing erection of any structure, temporary or otherwise, until the Performance Guarantee becomes non-qualifyingTown has received and approved the irrevocable letter of credit. The estimated costs of the Public Improvements shall be a figure mutually agreed upon by the Developer and the Town’s Director of Engineering/Public Works, or as set forth in Exhibit C. If, however, they are unable to agree, the City reasonably determines that Director of Engineering/Public Works’ estimate shall govern after giving consideration to information provided by the Developer, including, but not limited to, construction contracts and engineering estimates. The purpose of the cost of the Required Improvements estimate is greater than solely to determine the amount of security. No representations are made as to the Performance Guaranteeaccuracy of these estimates and the Developer agrees to pay the actual costs of all such Public Improvements. The estimated costs of the Public Improvements may increase in the future. Accordingly, then the City Town reserves the right to review and adjust the cost estimates on an annual basis. Adjusted cost estimates will be made according to changes in the Construction Costs Index, as published by the Engineering News Record. If the Town adjusts the cost estimate for the Public Improvements, the Town shall give written notice to the Developer. The Developer shall, within thirty (30) days after receipt of said written notice, provide the Town with a new or amended letter of credit in the amount of the deficiencyadjusted cost estimates. If the Developer refuses or fails to so provide the Town with a new or amended letter of credit, the Town may exercise the remedies provided for in Paragraph 6 of this Agreement; provided, however, that prior to increasing the amount of additional security required, the Town shall give credit to the Developer for all required Public Improvements which have actually been completed so that the amount of security required at any time shall relate to the cost of required Public Improvements not yet constructed. In the event the Public Improvements are not constructed or completed within the period of time specified by Paragraph 9 of this Agreement or a written extension of time mutually agreed upon by the parties to this Agreement, the Town may draw on the letter of credit to complete the Public Improvements called for in this Agreement. In the event the letter of credit is to expire within fourteen (14) calendar days and within thirty days the Developer has not yet provided a satisfactory replacement, the Town may draw on the letter of receipt credit and either hold such funds as security for performance of this Agreement or spend such funds to finish the Public Improvements or correct problems with the Public Improvements, as the Town deems appropriate. Upon completion of performance of such noticeimprovements, conditions and requirements within the required time and the approval of the Town’s Director of Engineering/Public Works, the Developer shall provide the City issue an increased or substituted Performance Guarantee that meets the requirements irrevocable letter of this paragraph 5.7 and the Land Use Code. 5.7.3 Upon completion of portions of the Required Improvements (“Completed Improvements”), the Developer may apply credit to the City for a release of part of the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee Town in the amount of 75% of the documented cost of the Completed Improvements. 5.7.4 Upon the City Engineer’s inspection and written approval of all Required Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a release of the Performance Guarantee in the amount of 90% twenty percent (20%) of the total estimated cost of all Required construction and installation of the Public Improvements, as shown on Exhibit B. 5.7.5 Upon to be held by the expiration of both Town during the two-year warranty period. If the Public Improvements Warranty Period and are not completed within the Other Required Improvements Warranty Period described in paragraph 5.9 belowrequired time, the Developer’s correction of all defects discovered during such periods, and monies may be used to complete the City’s final acceptance of the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance Guaranteeimprovements. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5

Performance Guarantee. Before commencement In order to secure the construction and installation of construction under the Development Plan or Subdivision Plat, as approved, and the Building Permit, if issuedPublic Improvements, the Developer shall, prior to recording the final plat in the real estate records of Douglas County, which recording shall occur no later than ninety (90) days after the execution of this Agreement, furnish the City Town, at the Developer’s expense, with an effective Performance Guarantee in the amount of 125% of the total estimated cost of the Required Improvements, as shown on Exhibit B. performance guarantee described herein. The total estimated cost of the Required Improvements, including both labor and materials, is $383,147.66; however, that also accounts for a private street which will not be owned performance guarantee provided by the City. Therefore, Developer shall be an irrevocable letter of credit in which the Performance Guarantee must be Town is designated as beneficiary in an amount equal to $383,147.66. 5.7.1 one hundred ten percent (110%) of the estimated costs of the Public Improvements to be constructed and installed, as set forth in Exhibit C, to secure the performance and completion of the Public Improvements. The Performance Guarantee must provide for payment Developer agrees that approval of the final plat by the Town is contingent upon the Developer’s provision of an irrevocable letter of credit to the City upon demand, based upon Town within ninety (90) days of the City’s written certified statement that the Developer has failed to construct, install, maintain, or repair, as required by execution of this Agreement, any in the amount and form provided herein. Failure of the Required Improvements. 5.7.2 Developer to provide an irrevocable letter of credit to the Town, in the manner provided herein, shall negate the Town’s approval of the final plat. Letters of credit shall be substantially in the form and content set forth in Exhibit D, attached hereto and incorporated herein, and shall be subject to the review and approval of the Town Attorney. The Developer shall extend not start the construction of any public or replace private improvement on the Performance Guarantee at least thirty days prior to its expiration. In the event that the Performance Guarantee expiresProperty, including, but not limited to, staking, earth work, overlot grading or the entity issuing erection of any structure, temporary or otherwise, until the Performance Guarantee becomes non-qualifyingTown has received and approved the irrevocable letter of credit. The estimated costs of the Public Improvements shall be a figure mutually agreed upon by the Developer and the Town’s Director of Engineering/Public Works, or as set forth in Exhibit C. If, however, they are unable to agree, the City reasonably determines that Director of Engineering/Public Works’ estimate shall govern after giving consideration to information provided by the Developer, including, but not limited to, construction contracts and engineering estimates. The purpose of the cost of the Required Improvements estimate is greater than solely to determine the amount of security. No representations are made as to the Performance Guaranteeaccuracy of these estimates and the Developer agrees to pay the actual costs of all such Public Improvements. The estimated costs of the Public Improvements may increase in the future. Accordingly, then the City Town reserves the right to review and adjust the cost estimates on an annual basis. Adjusted cost estimates will be made according to changes in the Construction Costs Index, as published by the Engineering News Record. If the Town adjusts the cost estimate for the Public Improvements, the Town shall give written notice to the Developer. The Developer shall, within thirty (30) days after receipt of said written notice, provide the Town with a new or amended letter of credit in the amount of the deficiencyadjusted cost estimates. If the Developer refuses or fails to so provide the Town with a new or amended letter of credit, the Town may exercise the remedies provided for in Paragraph 6 of this Agreement; provided, however, that prior to increasing the amount of additional security required, the Town shall give credit to the Developer for all required Public Improvements which have actually been completed so that the amount of security required at any time shall relate to the cost of required Public Improvements not yet constructed. In the event the Public Improvements are not constructed or completed within the period of time specified by Paragraph 9 of this Agreement or a written extension of time mutually agreed upon by the parties to this Agreement, the Town may draw on the letter of credit to complete the Public Improvements called for in this Agreement. In the event the letter of credit is to expire within fourteen (14) calendar days and within thirty days the Developer has not yet provided a satisfactory replacement, the Town may draw on the letter of receipt credit and either hold such funds as security for performance of this Agreement or spend such funds to finish the Public Improvements or correct problems with the Public Improvements, as the Town deems appropriate. Upon completion of performance of such noticeimprovements, conditions and requirements within the required time and the approval of the Town’s Director of Engineering/Public Works, the Developer shall provide the City issue an increased or substituted Performance Guarantee that meets the requirements irrevocable letter of this paragraph 5.7 and the Land Use Code. 5.7.3 Upon completion of portions of the Required Improvements (“Completed Improvements”), the Developer may apply credit to the City for a release of part of the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee Town in the amount of 75% of the documented cost of the Completed Improvements. 5.7.4 Upon the City Engineer’s inspection and written approval of all Required Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a release of the Performance Guarantee in the amount of 90% twenty percent (20%) of the total estimated cost of all Required construction and installation of the Public Improvements, as shown on Exhibit B. 5.7.5 Upon to be held by the expiration Town during the two-year warranty period. If, at the conclusion of both the warranty period, the Developer does not remedy any defects in the Public Improvements Warranty Period and as identified by the Other Required Improvements Warranty Period described Town’s Director of Engineering/Public Works, including items included in paragraph 5.9 belowa punch list, the Developer’s correction of all monies may be used to fix any such identified defects discovered during such periods, and the City’s final acceptance of in the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance GuaranteeImprovements. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5

Performance Guarantee. Before commencement In order to secure the construction and installation of construction under the Development Plan or Subdivision Plat, as approved, and the Building Permit, if issuedPublic Improvements, the Developer shall, prior to recording the final plat in the real estate records of ▇▇▇▇▇▇▇ County, which recording shall occur no later than ninety (90) days after the execution of this Agreement, furnish the City Town, at the Developer's expense, with an effective Performance Guarantee in the amount of 125% of the total estimated cost of the Required Improvements, as shown on Exhibit B. performance guarantee described herein. The total estimated cost of the Required Improvements, including both labor and materials, is $383,147.66; however, that also accounts for a private street which will not be owned performance guarantee provided by the City. Therefore, Developer shall be an irrevocable letter of credit in which the Performance Guarantee must be Town is designated as beneficiary in an amount equal to $383,147.66. 5.7.1 one hundred ten percent (110%) of the estimated costs of the Public Improvements to be constructed and installed, as set forth in Exhibit C, to secure the performance and completion of the Public Improvements. The Performance Guarantee must provide for payment Developer agrees that approval of the final plat by the Town is contingent upon the Developer's provision of an irrevocable letter of credit to the City upon demand, based upon Town within ninety (90) days of the City’s written certified statement that the Developer has failed to construct, install, maintain, or repair, as required by execution of this Agreement, any in the amount and form provided herein. Failure of the Required Improvements. 5.7.2 Developer to provide an irrevocable letter of credit to the Town, in the manner provided herein, shall negate the Town's approval of the final plat. Letters of credit shall be substantially in the form and content set forth in Exhibit D, attached hereto and incorporated herein, and shall be subject to the review and approval of the Town Attorney. The Developer shall extend not start the construction of any public or replace private improvement on the Performance Guarantee at least thirty days prior to its expiration. In the event that the Performance Guarantee expiresProperty, including, but not limited to, staking, earth work, overlot grading or the entity issuing erection of any structure, temporary or otherwise, until the Performance Guarantee becomes non-qualifyingTown has received and approved the irrevocable letter of credit. The estimated costs of the Public Improvements shall be a figure mutually agreed upon by the Developer and the Town's Director of Engineering/Public Works, or as set forth in Exhibit C. If, however, they are unable to agree, the City reasonably determines that Director of Engineering/Public Works' estimate shall govern after giving consideration to information provided by the Developer, including, but not limited to, construction contracts and engineering estimates. The purpose of the cost of the Required Improvements estimate is greater than solely to determine the amount of security. No representations are made as to the Performance Guaranteeaccuracy of these estimates and the Developer agrees to pay the actual costs of all such Public Improvements. The estimated costs of the Public Improvements may increase in the future. Accordingly, then the City Town reserves the right to review and adjust the cost estimates on an annual basis. Adjusted cost estimates will be made according to changes in the Construction Costs Index, as published by the Engineering News Record. If the Town adjusts the cost estimate for the Public Improvements, the Town shall give written notice to the Developer. The Developer shall, within thirty (30) days after receipt of said written notice, provide the Town with a new or amended letter of credit in the amount of the deficiencyadjusted cost estimates. If the Developer refuses or fails to so provide the Town with a new or amended letter of credit, the Town may exercise the remedies provided for in Paragraph 6 of this Agreement; provided, however, that prior to increasing the amount of additional security required, the Town shall give credit to the Developer for all required Public Improvements which have actually been completed so that the amount of security required at any time shall relate to the cost of required Public Improvements not yet constructed. In the event the Public Improvements are not constructed or completed within the period of time specified by Paragraph 9 of this Agreement or a written extension of time mutually agreed upon by the parties to this Agreement, the Town may draw on the letter of credit to complete the Public Improvements called for in this Agreement. In the event the letter of credit is to expire within fourteen (14) calendar days and within thirty days the Developer has not yet provided a satisfactory replacement, the Town may draw on the letter of receipt credit and either hold such funds as security for performance of this Agreement or spend such funds to finish the Public Improvements or correct problems with the Public Improvements, as the Town deems appropriate. Upon completion of performance of such noticeimprovements, conditions and requirements within the required time and the approval of the Town's Director of Engineering/Public Works, the Developer shall provide the City issue an increased or substituted Performance Guarantee that meets the requirements irrevocable letter of this paragraph 5.7 and the Land Use Code. 5.7.3 Upon completion of portions of the Required Improvements (“Completed Improvements”), the Developer may apply credit to the City for a release of part of the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee Town in the amount of 75% of the documented cost of the Completed Improvements. 5.7.4 Upon the City Engineer’s inspection and written approval of all Required Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a release of the Performance Guarantee in the amount of 90% twenty percent (20%) of the total estimated cost of all Required construction and installation of the Public Improvements, as shown on Exhibit B. 5.7.5 Upon to be held by the expiration of both Town during the two-year warranty period. If the Public Improvements Warranty Period and are not completed within the Other Required Improvements Warranty Period described in paragraph 5.9 belowrequired time, the Developer’s correction of all defects discovered during such periods, and monies may be used to complete the City’s final acceptance of the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance Guaranteeimprovements. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5

Performance Guarantee. Before commencement In order to secure the construction and installation of construction under the Development Plan or Subdivision Plat, as approved, and the Building Permit, if issuedPublic Improvements, the Developer shall, prior to recording the final plat in the real estate records of ▇▇▇▇▇▇▇ County, which recording shall occur no later than ninety (90) days after the execution of this Agreement, furnish the City Town, at the Developer's expense, with an effective Performance Guarantee in the amount of 125% of the total estimated cost of the Required Improvements, as shown on Exhibit B. performance guarantee described herein. The total estimated cost of the Required Improvements, including both labor and materials, is $383,147.66; however, that also accounts for a private street which will not be owned performance guarantee provided by the City. Therefore, Developer shall be an irrevocable letter of credit in which the Performance Guarantee must be Town is designated as beneficiary in an amount equal to $383,147.66. 5.7.1 one hundred ten percent (110%) of the estimated costs of the Public Improvements to be constructed and installed, as set forth in Exhibit C, to secure the performance and completion of the Public Improvements. The Performance Guarantee must provide for payment Developer agrees that approval of the final plat by the Town is contingent upon the Developer's provision of an irrevocable letter of credit to the City upon demand, based upon Town within ninety (90) days of the City’s written certified statement that the Developer has failed to construct, install, maintain, or repair, as required by execution of this Agreement, any in the amount and form provided herein. Failure of the Required Improvements. 5.7.2 Developer to provide an irrevocable letter of credit to the Town, in the manner provided herein, shall negate the Town's approval of the final plat. Letters of credit shall be substantially in the form and content set forth in Exhibit D, attached hereto and incorporated herein, and shall be subject to the review and approval of the Town Attorney. The Developer shall extend not start the construction of any public or replace private improvement on the Performance Guarantee at least thirty days prior to its expiration. In the event that the Performance Guarantee expiresProperty, including, but not limited to, staking, earth work, overlot grading or the entity issuing erection of any structure, temporary or otherwise, until the Performance Guarantee becomes non-qualifyingTown has received and approved the irrevocable letter of credit. The estimated costs of the Public Improvements shall be a figure mutually agreed upon by the Developer and the Town's Director of Engineering, or as set forth in Exhibit C. If, however, they are unable to agree, the City reasonably determines that Director of Engineering’s estimate shall govern after giving consideration to information provided by the Developer, including, but not limited to, construction contracts and engineering estimates. The purpose of the cost of the Required Improvements estimate is greater than solely to determine the amount of security. No representations are made as to the Performance Guaranteeaccuracy of these estimates and the Developer agrees to pay the actual costs of all such Public Improvements. The estimated costs of the Public Improvements may increase in the future. Accordingly, then the City Town reserves the right to review and adjust the cost estimates on an annual basis. Adjusted cost estimates will be made according to changes in the Construction Costs Index, as published by the Engineering News Record. If the Town adjusts the cost estimate for the Public Improvements, the Town shall give written notice to the Developer. The Developer shall, within thirty (30) days after receipt of said written notice, provide the Town with a new or amended letter of credit in the amount of the deficiencyadjusted cost estimates. If the Developer refuses or fails to so provide the Town with a new or amended letter of credit, the Town may exercise the remedies provided for in paragraph 6 of this Agreement; provided, however, that prior to increasing the amount of additional security required, the Town shall give credit to the Developer for all required Public Improvements which have actually been completed so that the amount of security required at any time shall relate to the cost of required Public Improvements not yet constructed. In the event the Public Improvements are not constructed or completed within the period of time specified by paragraph 9 of this Agreement or a written extension of time mutually agreed upon by the parties to this Agreement, the Town may draw on the letter of credit to complete the Public Improvements called for in this Agreement. In the event the letter of credit is to expire within fourteen (14) calendar days and within thirty days the Developer has not yet provided a satisfactory replacement, the Town may draw on the letter of receipt credit and either hold such funds as security for performance of this Agreement or spend such funds to finish the Public Improvements or correct problems with the Public Improvements, as the Town deems appropriate. Upon completion of performance of such noticeimprovements, conditions and requirements within the required time and the approval of the Town Director of Engineering, the Developer shall provide the City issue an increased or substituted Performance Guarantee that meets the requirements irrevocable letter of this paragraph 5.7 and the Land Use Code. 5.7.3 Upon completion of portions of the Required Improvements (“Completed Improvements”), the Developer may apply credit to the City for a release of part of the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee Town in the amount of 75% of the documented cost of the Completed Improvements. 5.7.4 Upon the City Engineer’s inspection and written approval of all Required Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a release of the Performance Guarantee in the amount of 90% twenty percent (20%) of the total estimated cost of all Required construction and installation of the Public Improvements, as shown on Exhibit B. 5.7.5 Upon to be held by the expiration of both Town during the two-year warranty period. If the Public Improvements Warranty Period and are not completed within the Other Required Improvements Warranty Period described in paragraph 5.9 belowrequired time, the Developer’s correction of all defects discovered during such periods, and monies may be used to complete the City’s final acceptance of the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance Guaranteeimprovements. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5

Performance Guarantee. Before commencement In order to secure the construction and installation of construction under the Development Plan or Subdivision Plat, as approved, and Public Improvements above-described for which the Building Permit, if issuedDeveloper is responsible, the Developer shall, prior to recording the final plat in the real estate records of ▇▇▇▇▇▇ County, which recording shall occur no later than ninety (90) days after the execution of this Agreement, furnish the City City, at the Developer's expense, with an effective Performance Guarantee irrevocable letter of credit in which the amount of 125% City is designated as beneficiary, to secure the performance and completion of the total estimated cost of the Required Public Improvements, as shown on Exhibit B. The total estimated cost or the City may accept at its sole discretion some other form of security from the Required Improvements, including both labor and materials, is $383,147.66; however, that also accounts for a private street which will not be owned by the City. Therefore, the Performance Guarantee must be Developer in an amount equal to $383,147.66. 5.7.1 one hundred ten percent (110%) of the estimated costs of the Public Improvements to be constructed and installed as set forth in Exhibit C which are estimated costs which may be increased at such time as the Director of Public Works approves the construction documents for the Public Improvements. The Performance Guarantee must provide for payment Developer agrees that approval of the final plat by the City is contingent upon the Developer's provision of an irrevocable letter of credit to the City within ninety (90) days of the execution of this Agreement in the amount and form provided herein. Failure of the Developer to provide an irrevocable letter of credit to the City in the manner provided herein shall negate the City's approval of the final plat. Letters of credit shall be substantially in the form and content set forth in Exhibit D, attached hereto and incorporated herein, and shall be subject to the review and approval of the City Attorney. The Developer shall not start any construction of any public or private improvement on the Property including, but not limited to, staking, earth work, overlot grading, or the erection of any structure, temporary or otherwise, until the City has received and approved the irrevocable letter of credit, except pursuant to a bench excavation permit duly issued by the City upon demand, satisfaction of all City requirements for the issuance of a bench excavation permit and the posting of an irrevocable letter of credit for a bench excavation permit. The estimated costs of the Public Improvements shall be a figure mutually agreed upon by the Developer and the City's Director of Public Works based upon the City’s written certified statement that construction documents for the Public Improvements as approved by the Public Works Director. If, however, they are unable to agree, the Director of Public Works' estimate shall govern after giving consideration to information provided by the Developer has failed to constructincluding, installbut not limited to, maintain, or repair, as required by this Agreement, any construction contracts and engineering estimates. The purpose of the Required Improvements. 5.7.2 The Developer shall extend or replace the Performance Guarantee at least thirty days prior cost estimate is solely to its expiration. In the event that the Performance Guarantee expires, or the entity issuing the Performance Guarantee becomes non-qualifying, or the City reasonably determines that the cost of the Required Improvements is greater than determine the amount of security. No representations are made as to the Performance Guaranteeaccuracy of these estimates, then and the Developer agrees to pay the Actual Costs of all such Public Improvements. The estimated costs of the Public Improvements may increase in the future. Accordingly, the City reserves the right to review and adjust the cost estimate on an annual basis. Adjusted cost estimates will be made according to changes in the Construction Costs Index as published by the Engineering News Record. If the City adjusts the cost estimated for the Public Improvements, the City shall give written notice to the Developer. The Developer of the deficiencyshall, and within thirty (30) days of after receipt of such said written notice, the Developer shall provide the City an increased with a new or substituted Performance Guarantee that meets the requirements amended letter of this paragraph 5.7 and the Land Use Code. 5.7.3 Upon completion of portions of the Required Improvements (“Completed Improvements”), the Developer may apply to the City for a release of part of the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee credit in the amount of 75% of the documented adjusted cost of estimates. If the Completed Improvements. 5.7.4 Upon Developer refuses or fails to so provide the City Engineer’s inspection and written approval with a new or amended letter of all Required Improvements in accordance with paragraph 5.9 belowcredit, the City Council shall authorize a release may exercise the remedies provided for in paragraph 5 of the Performance Guarantee in this Agreement; provided, however, that prior to increasing the amount of additional security required, the City shall give credit to the Developer for all required Public Improvements which have actually been completed so that the amount of security required at any time shall relate to the cost of required Public Improvements not yet constructed. In the event the Public Improvements are not constructed or completed within the period of time specified by paragraph 8 of this Agreement or a written extension of time mutually agreed upon by the parties to this Agreement, the City may drawn on the letter of credit to complete the Public Improvements called for in this Agreement. In the event the letter of credit is to expire within fourteen (14) calendar days and the Developer has not yet provided a satisfactory replacement, the City may draw on the letter of credit and either hold such funds as security for performance of this Agreement, or spend such funds to finish the Public Improvements or correct problems with the Public Improvements as the City deems appropriate. Upon completion or performance of such improvements, conditions, and requirements within the required time, and the approval of the Director of Public Works, ninety percent (90% %) of the estimated costs of construction shall be released to the Developer within ten (10) days of acceptance by the City provided, however, the City shall retain through the one (1) year warranty period at least twenty percent (20%) of the total estimated cost of all Required Improvements, as shown on Exhibit B. 5.7.5 Upon the expiration of both the Public Improvements Warranty Period and the Other Required Improvements Warranty Period described in paragraph 5.9 below, the Developer’s correction of all defects discovered during such periods, and the City’s final acceptance construction costs of the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance GuaranteeImprovements. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5

Performance Guarantee. Before commencement In order to secure the construction and installation of construction under the Development Plan or Subdivision Plat, as approved, and Public Improvements above-described for which the Building Permit, if issuedDeveloper is responsible, the Developer shall, prior to recording the final plat in the real estate records of Gilpin County, which recording shall occur no later than ninety (90) ▇▇▇▇ ▇fter the execution of this Agreement, furnish the City City, at the Developer's expense, with an effective Performance Guarantee irrevocable letter of credit in which the amount of 125% City is designated as beneficiary, to secure the performance and completion of the total estimated cost of the Required Public Improvements, as shown on Exhibit B. The total estimated cost or the City may accept at its sole discretion some other form of security from the Required Improvements, including both labor and materials, is $383,147.66; however, that also accounts for a private street which will not be owned by the City. Therefore, the Performance Guarantee must be Developer in an amount equal to $383,147.66. 5.7.1 one hundred ten percent (110%) of the estimated costs of the Public Improvements to be constructed and installed as set forth in Exhibit C. The Performance Guarantee must provide for payment Developer agrees that approval of the final plat by the City is contingent upon the Developer's provision of an irrevocable letter of credit to the City upon demand, based upon within ninety (90) days of the execution of this Agreement in the amount and form provided herein. Failure of the Developer to provide an irrevocable letter of credit to the City in the manner provided herein shall negate the City’s written certified statement that the Developer has failed to construct, install, maintain, or repair, as required by this Agreement, any 's approval of the Required Improvements. 5.7.2 final plat. Letters of credit shall be substantially in the form and content set forth in Exhibit D, attached hereto and incorporated herein, and shall be subject to the review and approval of the City Attorney. The Developer shall extend not start any construction of any public or replace private improvement on the Performance Guarantee at least thirty days prior to its expiration. In the event that the Performance Guarantee expiresProperty including, but not limited to, staking, earth work, overlot grading, or the entity issuing the Performance Guarantee becomes non-qualifyingerection of any structure, temporary or otherwise, until the City reasonably determines that has received and approved the irrevocable letter of credit; provided, however, this requirement shall not apply to the issuance of a bench excavation permit which is governed by City of Black Hawk ordinance. The City shall not issue a foundation excavation permit for the Property until such time as a CLOMR is issued for the Property. The estimated costs of the Public Improvements shall be a figure mutually agreed upon by the Developer and the City's Director of Public Works, and where appropriate the Manager of the District, as set forth in Exhibit C. If, however, they are unable to agree, the Director of Public Works' estimate shall govern after giving consideration to information provided by the Developer including, but not limited to, construction contracts and engineering estimates. The purpose of the cost of the Required Improvements estimate is greater than solely to determine the amount of security. No representations are made as to the Performance Guaranteeaccuracy of these estimates, then and the Developer agrees to pay the Actual Costs of all such Public Improvements. The estimated costs of the Public Improvements may increase in future. Accordingly, the City reserves the right to review and adjust the cost estimate on an annual basis. Adjusted cost estimates will be made according to changes in the Construction Costs Index as published by the Engineering News Record. If the City adjusts the cost estimated for the Public Improvements, the City shall give written notice to the Developer. The Developer of the deficiencyshall, and within thirty (30) days of after receipt of such said written notice, the Developer shall provide the City an increased with a new or substituted Performance Guarantee that meets the requirements amended letter of this paragraph 5.7 and the Land Use Code. 5.7.3 Upon completion of portions of the Required Improvements (“Completed Improvements”), the Developer may apply to the City for a release of part of the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee credit in the amount of 75% of the documented adjusted cost of estimates. If the Completed Improvements. 5.7.4 Upon Developer refuses or fails to so provide the City Engineer’s inspection and written approval with a new or amended letter of all Required Improvements in accordance with paragraph 5.9 belowcredit, the City Council shall authorize a release may exercise the remedies provided for in paragraph 5 of the Performance Guarantee in this Agreement; provided, however, that prior to increasing the amount of additional security required, the City shall give credit to the Developer for all required Public Improvements which have actually been completed so that the amount of security required at any time shall relate to the cost of required Public Improvements not yet constructed. In the event the Public Improvements are not constructed or completed within the period of time specified by paragraph 8 of this Agreement or a written extension of time mutually agreed upon by the parties to this Agreement, the City may draw on the letter of credit to complete the Public Improvements called for in this Agreement. In the event the letter of credit is to expire within fourteen (14) calendar days and the Developer has not yet provided a satisfactory replacement, the City may draw on the letter of credit and either hold such funds as security for performance of this Agreement or spend such funds to finish the Public Improvements or correct problems with the Public Improvements as the City deems appropriate. Upon completion or performance of such improvements, conditions, and requirements within the required time, and the approval of the Director of Public Works, ninety percent (90% %) of the estimated costs of construction shall be released to the Developer within ten (10) days of acceptance by the City provided, however, the City shall retain through the one (1) year warranty period at least twenty percent (20%) of the total estimated cost of all Required Improvements, as shown on Exhibit B. 5.7.5 Upon the expiration of both the Public Improvements Warranty Period and the Other Required Improvements Warranty Period described in paragraph 5.9 below, the Developer’s correction of all defects discovered during such periods, and the City’s final acceptance construction costs of the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance GuaranteeImprovements. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5

Performance Guarantee. Before commencement of construction under the Development Plan or Subdivision Plat, as approved, and the Building Permit, if issued, the The Developer shall furnish the City with in a form and substance acceptable to the City, a performance warranty, or other security deemed acceptable by the City (the “Performance Guarantee”), in an effective Performance Guarantee in the amount of 125% not less than one hundred fifteen percent (115%) of the total estimated cost of the Required Improvementsimprovements, as shown on certified to the City by the Developer and as accepted by the City and as set forth in Exhibit B. The total estimated cost C which have not been completed as of the Required Improvements, including both labor and materials, date on which such security is $383,147.66; however, that also accounts for a private street which will not be owned by provided to the City. ThereforeThe security is included in Exhibit D. The Performance Guarantee shall be subject to the following terms and conditions: a. The Developer providing the Performance Guarantee shall have no direct or indirect ownership or managerial control over the entity issuing any Performance Guarantee. b. In the event that prior to City acceptance of the Improvements, the Performance Guarantee must be in an amount equal to $383,147.66. 5.7.1 The Performance Guarantee must provide for payment to the City upon demand, based upon the City’s written certified statement that the Developer has failed to construct, install, maintain, or repair, as required by this Agreement, any of the Required Improvements. 5.7.2 The Developer shall extend or replace the Performance Guarantee at least thirty days prior to its expiration. In the event that the Performance Guarantee expires, should expire or the entity issuing the Performance Guarantee becomes non-non- qualifying, or the City reasonably determines that the cost of improvements construction is reasonably determined by the Required Improvements is City to be greater than the amount of the Performance Guaranteesecurity provided, then the City shall give furnish the Developer with written notice to the Developer of the deficiencysuch condition, and within thirty fifteen (15) days of receipt of such notice, notice the Developer shall provide the City an increased with a substituted qualifying Performance Guarantee, or substituted augment the deficient security to achieve one hundred fifteen percent (115%) of the cost of improvements completion. If such Performance Guarantee that meets is not timely furnished, then development activities including but not limited to the requirements issuance of this paragraph 5.7 building permits and certificates of occupancy and the Land Use Codeextension of utility services, may be suspended by the City pending compliance herewith. 5.7.3 Upon completion of portions c. The Developer shall ensure that all contractors and/or subcontractors employed in connection with construction or installation of the Required Improvements (“Completed Improvements”)shall be licensed, the Developer may apply to the City for a release of part of extent such licensing is required, before any work on the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee in the amount of 75% of the documented cost of the Completed Improvementsis commenced. 5.7.4 Upon the City Engineer’s inspection and written approval of all Required Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a release of the Performance Guarantee in the amount of 90% of the total estimated cost of all Required Improvements, as shown on Exhibit B. 5.7.5 Upon the expiration of both the Public Improvements Warranty Period and the Other Required Improvements Warranty Period described in paragraph 5.9 below, the Developer’s correction of all defects discovered during such periods, and the City’s final acceptance of the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance Guarantee. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5

Performance Guarantee. Before commencement In order to secure the construction and installation of construction under the Development Plan or Subdivision Plat, as approved, and the Building Permit, if issuedPublic Improvements, the Developer shall, prior to recording the final plat Final Plat in the real estate records of ▇▇▇▇▇▇▇ County, which recording shall occur no later than ninety (90) days after the execution of this Agreement, furnish the City Town, at the Developer's expense, with an effective Performance Guarantee in the amount of 125% of the total estimated cost of the Required Improvements, as shown on Exhibit B. performance guarantee described herein. The total estimated cost of the Required Improvements, including both labor and materials, is $383,147.66; however, that also accounts for a private street which will not be owned performance guarantee provided by the City. Therefore, Developer shall be an irrevocable letter of credit in which the Performance Guarantee must be Town is designated as beneficiary in an amount equal to $383,147.66. 5.7.1 one hundred ten percent (110%) of the estimated costs of the Public Improvements to be constructed and installed, as set forth in Exhibit C, to secure the performance and completion of the Public Improvements. The Performance Guarantee must provide for payment Developer agrees that approval of the final plat Final Plat by the Town is contingent upon the Developer's provision of an irrevocable letter of credit to the City upon demand, based upon Town within ninety (90) days of the City’s written certified statement that the Developer has failed to construct, install, maintain, or repair, as required by execution of this Agreement, any in the amount and form provided herein. Failure of the Required Improvements. 5.7.2 Developer to provide an irrevocable letter of credit to the Town, in the manner provided herein, shall negate the Town's approval of the final platFinal Plat. Letters of credit shall be substantially in the form and content set forth in Exhibit D, attached hereto and incorporated herein, and shall be subject to the review and approval of the Town Attorney. The Developer shall extend not start the construction of any public or replace private improvement on the Performance Guarantee at least thirty days prior to its expiration. In the event that the Performance Guarantee expiresProperty, including, but not limited to, staking, earth work, over lot grading or the entity issuing erection of any structure, temporary or otherwise, until the Performance Guarantee becomes non-qualifyingTown has received and approved the irrevocable letter of credit. The estimated costs of the Public Improvements shall be a figure mutually agreed upon by the Developer and the Town's Director of Public Works, or as set forth in Exhibit C. If, however, they are unable to agree, the City reasonably determines that Director of Public Works' estimate shall govern after giving consideration to information provided by the Developer, including, but not limited to, construction contracts and engineering estimates. The purpose of the cost of the Required Improvements estimate is greater than solely to determine the amount of security. No representations are made as to the Performance Guaranteeaccuracy of these estimates and the Developer agrees to pay the actual costs of all such Public Improvements. The estimated costs of the Public Improvements may increase in the future. Accordingly, then the City Town reserves the right to review and adjust the cost estimates on an annual basis. Adjusted cost estimates will be made according to changes in the Construction Costs Index, as published by the Engineering News Record. If the Town adjusts the cost estimate for the Public Improvements, the Town shall give written notice to the Developer. The Developer shall, within thirty (30) days after receipt of said written notice, provide the Town with a new or amended letter of credit in the amount of the deficiencyadjusted cost estimates. If the Developer refuses or fails to so provide the Town with a new or amended letter of credit, the Town may exercise the remedies provided for in paragraph 6 of this Agreement; provided, however, that prior to increasing the amount of additional security required, the Town shall give credit to the Developer for all required Public Improvements which have actually been completed so that the amount of security required at any time shall relate to the cost of required Public Improvements not yet constructed. In the event the Public Improvements are not constructed or completed within the period of time specified by paragraph 9 of this Agreement or a written extension of time mutually agreed upon by the parties to this Agreement, the Town may draw on the letter of credit to complete the Public Improvements called for in this Agreement. In the event the letter of credit is to expire within fourteen (14) calendar days and within thirty days the Developer has not yet provided a satisfactory replacement, the Town may draw on the letter of receipt credit and either hold such funds as security for performance of this Agreement or spend such funds to finish the Public Improvements or correct problems with the Public Improvements, as the Town deems appropriate. Upon completion of performance of such noticeimprovements, conditions and requirements within the required time and the approval of the Town Public Works Director, the Developer shall provide the City issue an increased or substituted Performance Guarantee that meets the requirements irrevocable letter of this paragraph 5.7 and the Land Use Code. 5.7.3 Upon completion of portions of the Required Improvements (“Completed Improvements”), the Developer may apply credit to the City for a release of part of the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee Town in the amount of 75% of the documented cost of the Completed Improvements. 5.7.4 Upon the City Engineer’s inspection and written approval of all Required Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a release of the Performance Guarantee in the amount of 90% twenty percent (20%) of the total estimated cost of all Required construction and installation of the Public Improvements, as shown on Exhibit B. 5.7.5 Upon to be held by the expiration of both Town during the two- year warranty period. If the Public Improvements Warranty Period and are not completed within the Other Required Improvements Warranty Period described in paragraph 5.9 belowrequired time, the Developer’s correction of all defects discovered during such periods, and monies may be used to complete the City’s final acceptance of the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance Guaranteeimprovements. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5

Performance Guarantee. Before commencement of construction under the Development Plan or Subdivision Plat, as approved, and the Building Permit, if issued, the The Developer shall furnish the City with Town in a form and substance acceptable to the Town, an effective Irrevocable Letter of Credit, or other security deemed acceptable by the Town Attorney (the #1150795 v3 “Performance Guarantee Guarantee”), in the an amount of not less than one hundred twenty-five percent (125% %) of the total estimated cost of the Required Improvements, as shown on Exhibit B. The total estimated cost of certified to the Required Improvements, including both labor and materials, is $383,147.66; however, that also accounts for a private street which will not be owned Town by the City. Therefore, Developer’s Engineer and as accepted by the Performance Guarantee must be Town and as set forth in an amount equal to $383,147.66. 5.7.1 Exhibit C. The Performance Guarantee must provide for payment Guaranty shall be subject to the City upon demand, based upon the City’s written certified statement that the Developer has failed to construct, install, maintain, or repair, as required by this Agreement, any of the Required Improvements.following terms and conditions: 5.7.2 The Developer shall extend or replace the Performance Guarantee at least thirty days prior to its expiration. a. In the event that prior to Town acceptance of the Improvements the Performance Guarantee expires, should expire or the entity issuing the Performance Guarantee becomes non-non- qualifying, or the City reasonably determines that the estimated cost of construction of the Required Improvements is reasonably determined by the Town to be greater than the amount of the Performance Guaranteesecurity provided, then the City Town shall give furnish the Developer with written notice to the Developer of the deficiencysuch condition, and within thirty fifteen (15) days of receipt of such notice, notice the Developer shall provide the City an increased Town with a substituted qualifying Performance Guarantee, or substituted augment the deficient security to achieve one hundred twenty-five percent (125%) of the cost of Improvements completion. If such Performance Guarantee that meets is not timely furnished, then development activities including but not limited to the requirements issuance of this paragraph 5.7 building permits and certificates of occupancy and the Land Use Codeextension of utility services, may be suspended by the Town pending compliance herewith. 5.7.3 Upon completion of portions b. The Developer shall ensure that all contractors and/or subcontractors employed in connection with construction or installation of the Required Improvements (“Completed Improvements”)shall be licensed, the Developer may apply to the City for a release of part of extent such licensing is required, before any work on the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee in the amount of 75% of the documented cost of the Completed Improvementsis commenced. 5.7.4 Upon the City Engineer’s inspection and written approval of all Required Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a release of the Performance Guarantee in the amount of 90% of the total estimated cost of all Required Improvements, as shown on Exhibit B. 5.7.5 Upon the expiration of both the Public Improvements Warranty Period and the Other Required Improvements Warranty Period described in paragraph 5.9 below, the Developer’s correction of all defects discovered during such periods, and the City’s final acceptance of the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance Guarantee. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5

Performance Guarantee. Before commencement of construction under the Development Plan or Subdivision Plat, as approved, and the Building Permit, if issued, the Developer The Contractor shall furnish the City with Town an effective Irrevocable Letter of Credit, or other security deemed acceptable by the Town Attorney (the “Performance Guarantee Guarantee”), in the an amount of 125% not less than one hundred fifteen percent (115%) of the total estimated cost of the Required Improvements, as shown on Exhibit B. The total estimated cost of certified to the Required Improvements, including both labor and materials, is $383,147.66; however, that also accounts for a private street which will not be owned Town by the CityDeveloper’s Engineer and as accepted by the Town’s Engineer and as set forth in Exhibits C-1 and C-2. Therefore, the Performance Guarantee must be in an amount equal to $383,147.66. 5.7.1 The Performance Guarantee must provide for payment Guaranty shall be subject to the City upon demand, based upon the City’s written certified statement that the Developer has failed to construct, install, maintain, or repair, as required by this Agreement, any of the Required Improvements. 5.7.2 The Developer shall extend or replace the Performance Guarantee at least thirty days prior to its expiration. following terms and conditions: In the event that prior to the Town’s Initial Acceptance of the Improvements the Performance Guarantee expires, should expire or the entity issuing the Performance Guarantee becomes non-non- qualifying, or the City reasonably determines that the estimated cost of construction of the Required Improvements is reasonably determined by the Town to be greater than the amount of the Performance Guaranteesecurity provided, then the City Town shall give furnish the Contractor with written notice to the Developer of the deficiencysuch condition, and within thirty fifteen (15) days of receipt of such notice, notice the Developer Contractor shall provide the City an increased Town with a substituted qualifying Performance Guarantee, or substituted augment the deficient security to achieve one hundred fifteen percent (115%) of the cost of Improvements completion. If such Performance Guarantee that meets the requirements of this paragraph 5.7 is not timely furnished, then construction activities and the Land Use Code. 5.7.3 Upon completion of portions of the Required Improvements (“Completed Improvements”), the Developer further payments may apply to the City for a release of part of the Performance Guarantee. Any such application must include submittal of as-built drawings and a detailed cost breakdown of the Completed Improvements. Upon the City Engineer’s inspection and written approval of the Completed Improvements in accordance with paragraph 5.9 below, the City Council may authorize a release of the Performance Guarantee in the amount of 75% of the documented cost of the Completed Improvements. 5.7.4 Upon the City Engineer’s inspection and written approval of all Required Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a release of the Performance Guarantee in the amount of 90% of the total estimated cost of all Required Improvements, as shown on Exhibit B. 5.7.5 Upon the expiration of both the Public Improvements Warranty Period and the Other Required Improvements Warranty Period described in paragraph 5.9 below, the Developer’s correction of all defects discovered during such periods, and the City’s final acceptance of the Public Improvements in accordance with paragraph 5.9 below, the City Council shall authorize a full release of the Performance Guarantee. 5.7.6 Failure to provide or maintain the Performance Guarantee in compliance with this paragraph 5.5 will constitute an event of default be suspended by the Developer under this Agreement. Such default will be subject to the remedies, terms, and conditions listed in Section 8 below, including without limitation the City’s suspension of all activities, approvals, and permitting related to the Subdivision Plats or Development Plan. 00152076-5Town pending compliance herewith.