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FIRST AMENDMENT TO W-470 HIGHWAY AUTHORITY AGREEMENT THIS FIRST AMENDMENT TO W-470 HIGHWAY AUTHORITY AGREEMENT (this "First Amendment") is made and entered into as of November 1, 1988 by and among the County of Adams, Colorado; Jefferson County, Colorado; the City of Arvada, Colorado; the City of Broomfield, Colorado; the City of Golden, Colorado; the City of Lafayette, Colorado; the City of Louisville, Colorado; the Town of Superior, Colorado; and the City of Westminster, Colorado (collectively, the "Mem- bers"; individually, a "Member"). RECITALS A. The Members are parties to the W-470 Highway Authority Agreement dated as of May 25, 1988 (the "Agreement") creating the W-470 Highway Authority (the "Au- thori ty" ) . B. The Authority is considering imposing a vehicle registration fee of $10 per year on each motor vehicle regis- tered within designated portions of the boundaries of the Members of the Authority. In order to impose the fee, it first must be approved at a referendum which tentatively is scheduled for February 7, 1989. C. Section 6.2 of the Agreement provides that no action to establish such a vehicle registration fee shall be effective: unless and until the governing body of each Member has approved a financing plan specifying the anticipated sources and uses of all funds expected to be required to construct, finance, operate and maintain W-470 and which sets forth the criteria to establish value capture areas. To the extent the funds identified in the financing plan are expected to be obtained from revenues from [any fee, tax, local improvement district or value capture area], the financing plan shall separately identify the amount of such funds expected to be obtained from each such source derived from property or activity within the boundaries of each Member. D. There is great uncertainly as to the source of all of the revenues for financing W-470; therefore, much of the information necessary in order to create a financing plan that would meet the requirements of Section 6.2 of the Agree- ment is not available.