HomeMy WebLinkAbout20132308.tiffExhibit H
Deed and/or Ownership Information
See the attached documentation of the Surface Lease between DCP Midstream and S L W Ranch
Company, Inc.
EXHIBIT A
N 1/2 LOT 1 SEC. 7
(552,511 SQ. FT,
19.571 ACRES)
THE NORTH HALF Of LOT 1 OF SECTION 7, TOWNSHIP 5 NORTH. RANGE 63 NEST OF
THE 6TH PRINCIPAL MERIDIAN, WELD COUNTY. STATE OF COLORADO
NW NE CDR. SEC. 7
CDR. SEC. 7
FOLND 3-1/4" ALUM. CAP FOUND 3-1/4' ALUM. CAPS
STAMPED STAMPED "LS 22098"
"LS 22098'
BA S OF BEARINGS
NORD- LINE SEC. 7
N88'49'09"E 5151.32'
2536.44'_ - • � _ _
1307.44' i - - _- 2614.88'
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1249.42' 1322.05'_
!" N89'46'02"E 2571.48' 7I
63
'N I I SLW RANCH CO.
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1270.17' - _ I -1337.02 I - - 2674.03'
N8918'29"W 5281.22'
NE 1/4
N89'46'02"E 2644.10'
SW CCR. SEC. 7
SET 3-1/4' ALUM. CAP
STAMPED "PLS 38281"
SE 1/4
SE CDR. SEC. 7
FOUND 3-1/4" ALUM. CAP
STAMPED "LS 22098"
SURVEYORS STATEMENT:
I. DARREN R. VDLTERSTORFF, A PROFESSIONAL LAND SURVEYOR REGISTERED IN THE
STATE OF COLORACO, CO HEREBY STATE THAT THIS EXHIBIT WAS PREPARED UNDER MY
SUPERVISION WRING THE MONTH OF OCTOBER 2012. I ALSO STATE THAT THIS EXHIBIT IS
NOT A LAND SURVEY PLAT OR IMPROVEMENT SURVEY PLAT AND IS NOT TO BE RELIED
UPON FOR THE ESTABLISHMENT OF FENCES, BUILDINGS. OR OTHER FUTURE
IMPROVEMENTS.
NOTES.
1. THIS EXHIBIT WAS PR@IYIED WTHDUT THE
BENEFIT OF A TIRE COWR►SMT AND
THEREFORE LW SURVEY O0. HAS NOT
RESEARCHED OR SHOWN Ma OTHER
EASEMENTS. RIGHTS-0Fa*Y. VARIANCES AND
OR AGREEMENTS OF POW EXCEPT AS
SHOWN HEREON.
2. THE BEARINGS SHOWN ad WERE
ESTABLISHED BY COLORADO STATE PLANE
NORTH, NAD 83. ALL OSTAAIRB SHOWN HEREON
ARE GRID DISTANCES AND OE IN U.S SURVEY
FEET. TO OBTAIN GROUND WHICH MULTIPLY
VALUES GIVEN HEREON BYS.000257375.
3. THIS EXHIBIT IS MOT A LAW SURVEY %AT, OR
AN IMPROVEMENT SURVEY PLAT.
Scale: 1" = 1000
1000 2000
- -
FEET
In
Iw
N
IO
0
CONTAINING AN AREA OF 852.511 SQUARE FEET OR 19.571 ACRES. MORE OR LESS.
diE
8U:45060
RC: 6017
AFE: 500207198
PARCEL EXHIBIT
SLW RANCH CO.
N12 OF LOT 1 OF SECTION 7. TOWNSHIP 5 NORM,
RANGE63 WEST. 51H P.M_ WED COUNTY. COLORADO
SCNE, i'POCC 1 DRAW E✓'. CCMI 1021212
IPEv
LW 8n C.. SLW RANCH BOOSTER
ISMS R.Moatssmad.C ICON NLN W2{D COUNTY, CCLDRACO
Lb.004 limp.
ICON
PEA
1DI
SURFACE LEASE
This SURFACE LEASE dated as of this 22 day of February. 2013 (the "Lease"), is by
and between S L W Ranch Company, a Colorado corporation, whose address is 822 7111 St.. Ste
760, Greeley, CO 80631 (the "Owner"), and DCP Midstream, LP, a Delaware limited
partnership, whose address is 370 17th Street. Suite 2500. Denver, Colorado 80202 ("DCP").
RECITALS
A. Owner owns certain real property situated in Weld County. Colorado. and more
particularly described as the North Half of Lot I, Section 7, Township 5 North. Range 63 West
of the 6th P.M., Weld County, Colorado as depicted on Exhibit A. attached hereto (the
"Property").
B. Owner desires to lease to DCP, and DCP desires to lease from Owner, the
Property on the terms and conditions set forth herein.
AGREEMENT
Section 1. Lease of Property. In consideration of the rents and covenants to be paid
and performed by DCP and upon the terms and conditions of this Lease, Owner hereby leases to
DCP and DCP hereby leases from Owner, the Property. DCP shall access the Property from
Section 6, Township 5 North, Range 63 West, and Owner grants DCP an access easement to the
Property across an existing oil and gas road on Owner's property in Section 7. Township 5
North, Range 63 West, which provides access to an existing oil and gas well approximately
located on the southern boundary of the Property. Owner reserves the right to reasonably relocate
such access at Owner's discretion upon written notice to DCP. Such easement shall terminate
and revert to Owner upon the expiration or termination of this Lease. The initial location of the
easement shall be as depicted on Exhibit B attached hereto.
Section 2. Term. The term of this Lease shall commence on the date first set forth
above (the "Commencement Date") and shall expire on the last day of the calendar month first
occurring Ten (10) years from the Commencement Date (the "Primary Term"). At the expiration
of the Primary Term, DCP, or any successor in interest to DCP pursuant to the terms of this
Lease, shall have the option to renew and extend this Lease for two (2) additional terms of ten
(10) years each (the "Secondary Terms") upon the terms, covenants and conditions herein
contained. Such right to extend shall be exercised by written notice from DCP delivered to
Owner at least six (6) months prior to the expiration of the Primary or Secondary Term.
Section 3. Rent. DCP covenants and agrees to pay Owner for the Property, in lawful
money of the United States, without offset, deduction or demand fixed rent (the "Base Rent") in
the amount of Seven Thousand Five Hundred Dollars & 00/100 (S7,500.00) per year during the
Primary Term: Ten Thousand Dollars & 00/100 (510,000.00) per year during the first Secondary
Term: and Ten Thousand Five Hundred Dollars & 00/100 (S10,500,00) per year during the
second Secondary Term. Base Rent shall be due and payable on the first day of each calendar
year during the Term, without offset, deduction or demand. Base Rent for any portion of
calendar year shall he prorated based on the actual number of days accruing during such year.
Section 4. Use of Property. DCP's use of the Property shall he limited to the
planning. construction, operation. maintenance, repair and replacement of a natural gas
compressor station (the "Facility"), and all related activities, in compliance with applicable laws.
Section 5. Real and Personal Property Taxes/Utilities.
(a) From and after the Commencement Date. DCP shall pay or cause to be paid,
without abatement, deduction, or offset, all real and personal property taxes, general and
special assessments, and all other charges, assessments and taxes of every description, levied
on or assessed against (a) the Property, the Facility and the improvements located thereon: (b)
any personal property located on the Property: and (c) the leasehold estate, to the full extent of
installments assessed during the Term. Notwithstanding anything herein to the contrary, DCP
shall be obligated to pay for all development and impact fees for the Facility, and all related
construction and development expenses for the Facility from and after the Commencement
Date. DCP shall make all such payments directly to the appropriate charging or taxing
authority at least fifteen (15) days before delinquency and before any fine, interest, or penalty
shall become due or be imposed by operation of law for their nonpayment, provided DCP has
received from Owner or otherwise all relevant documentation, assessments and notices from
such taxing authorities (the "Tax Documentation"). Owner shall promptly provide the Tax
Documentation to DCP upon receipt from taxing authorities. All payments of taxes or
assessments or both, including permitted installment payments, shall be prorated for the initial
Lease year and for the year in which this Lease terminates, based on the actual number of days
in each such year that are included in the Term. DCP shall not be obligated to pay income
taxes, estate taxes, franchise taxes or any similar taxes imposed on Owner or based on the net
income or value of the assets of Owner.
(b) DCP shall pay directly to the provider of such utilities the cost of any
electrical, gas, water. sewer, telephone and other utilities serving the Improvements on the
Property.
Section 6. Construction of Improvements; Title to Improvements.
(a) Construction. Subject to the provisions of this Lease, DCP may (i) construct or
install on the Property buildings, structures, roads and other improvements and compressors.
pipelines, separators, dehydration units and other gas transmission equipment reasonably
necessary for the Facility, including a galvanized steel communications tower not to exceed
Seventy (70) feet in height and to be used solely by DCP or third parties whose use is
reasonably necessary for the maintenance or operation of the Facility ("Improvements"): (ii)
make such additions, alterations, changes. and improvements in and to any Improvements
now or hereafter on the Property as DCP may deem necessary or desirable: and (iii) remove.
and demolish any Improvements now or hereafter constructed and erected on the Property by
DCP. DCP may construct or relocate existing roads and driveways on the Property only with
the prior written approval of Owner, not to he unreasonably withheld. DCP may construct
fencing around the perimeter of the Property as DCP may deem necessary or appropriate to
secure or enclose the same and take other security precautions if it is determined by DCP. in
its sole discretion. that such fencing and/or security measures will reduce such risks of
damage, death or injury without unduly burdening Owner's use of the Property or adjacent
property Owner holds any interest to. The expense for any and all Improvements authorized
herein to be constructed by DCP, or other security measures taken by DCP, shall be borne
solely by DCP. Owner does not grant DCP the right or authority to create a mechanics lien or
other lien against the Property.
(b) Work. All work desired to be clone by DCP on the Property shall be done at
the sole cost and expense of DCP, shall be performed in a good and workmanlike manner,
free of mechanics' and materialmen's liens. At all times during the Term. DCP shall keep the
Property and the Improvements free of mechanics and materialmen's liens and other liens of
like nature arising out of DCP's actions. DCP covenants and agrees to indemnify, defend and
hold Owner harmless from and against any losses or expenses, including attorneys' fees,
resulting from any and all mechanics' or materialmen's liens or any other liens against the
Property by any supplier for any work performed during the entire term of this Lease, except
any work performed at the request of Owner or its agents.
(c) Title to Improvements. All Improvements placed or erected upon the Property
by DCP. and all personal property situated therein shall, during the term of this Lease and any
extension or renewal hereof, shall vest exclusively in DCP, and DCP shall have the right in
DCP's sole discretion to remove prior to the expiration or termination of the Term any such
Improvements. Upon the termination of this Lease for any reason, whether by expiration of
the term or otherwise. the title to the portion of any Improvements then situated on the
Property and not yet removed by DCP, including roads, gravel, road base, buildings, concrete
foundations, ponds and buried pipelines abandoned in place, shall, at Owner's option within
its sole discretion forthwith vest in and be the sole property of the Owner, free of any right.
title, interest, claim, or demand of the DCP, or of anyone claiming through or under DCP,
provided, however, that DCP shall have the right, by written notice delivered to Owner prior
to the date of such termination or expiration, to reserve title in and to any tanks, compressors,
separators, dehydration units and other oilfield equipment and appurtenances on the Property ,
which Improvements DCP shall remove in any event no later than 180 days after such date of
termination or expiration and for which purpose DCP shall retain a limited license to access
the Property. DCP shall remain liable for the payment of rent during such period until such
time as DCP removes the Improvements. If DCP fails to remove any such Improvements
within such ISO- day period, title to such Improvements shall, at Owner's option within its
sole discretion forthwith vest in and be the sole property of the Owner, free of any right. title,
interest, claim, or demand of the DCP, or of anyone claiming through or under DCP. In the
event Owner chooses not to accept title to any Improvements abandoned on the Property by
DCP as described above. DCP shall, upon written notice from Owner specifying the
Improvements to be removed, remove all such specified Improvements and return the
Property as near as reasonably possible to the condition it was in on the date of this
Agreement, including, without limitation, the grading and successful reseeding of the
Property, provided that DCP shall he not he obligated to remove footers, foundations or
pipelines in the ground beyond an 18 inch depth. DCP shall have a limited license to access
the Property to accomplish the foregoing, as necessary.
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(d) Further Assurances. Upon the expiration or termination of the Term and
Owner's exercise of rights pursuant to (c) above. DCP shall execute and deliver to Owner
such instruments as Owner shall reasonably request to transfer the improvements to Owner
and to confirm Owner's ownership thereof.
Section 7. Land Use Approvals, In order to construct and operate the Facility, DCP
will need to obtain certain governmental land -use approvals, including a subdivision exemption
and a use by special review permit (the "Land -Use Approvals"). Owner agrees to reasonably
cooperate with DCP in obtaining the Land -Use Approvals, provided Owner does not incur any
cost or charge in doing so. In the event DCP fails to obtain the Land -Use Approvals within
fifteen (13) months from the date of mutual execution of this Lease. DCP shall have the right to
terminate this Lease upon thirty (30) day written notice to Owner, and the parties shall have no
further rights or obligations hereunder, except as expressly survive expiration or termination
hereof,
Section S. Maintenance of Improvements. DCP shall, throughout the term of this
Lease, at its own cost. and without any expense to Owner, keep and maintain the Property,
including all Improvements and all appurtenances to the Property used by DCP, in good. sanitary
and neat order, condition and repair, and, except as specifically provided in this Lease
Agreement, restore and rehabilitate or remove. at DCP's election, any Improvements of any kind
that may be destroyed or damaged by fire, casualty, or any other cause whatsoever pursuant to
criteria consistent with typical business practices of prudent operators of similar facilities.
Owner shall not he obligated to maintain or make any repairs, replacements or renewals of any
kind, nature or description, whatsoever to the Property or any Improvements. DCP shall
maintain the Property to ensure that any ground disturbed by DCP's use of the Property is
revegetated with grass or covered by other material mutually agreeable to the parties to minimize
dirt and sand movement and water erosion. In the event DCP removes the Improvements, DCP
shall have the obligation to reasonably restore the Property to the condition it was in at the
commencement of the Lease, including revegetation of grass and placement of ground cover to
minimize dirt and sand movement and water erosion.
Section 9. Limitation of Liability: Indemnification. Owner shall not be liable for
any loss, injury, death or damage to persons or property that at any time may be suffered or
sustained by DCP by any person whosoever may at any time be possessing, controlling, using,
occupying or visiting the Property or Improvements or be in, on, or about the Property or
Improvements, whether or not the loss, injury, death or damage shall be caused by or in any way
result from or arise out of DCP's possession or use of the Property, DCP's operations or
activities on the Property, or any act, omission, or negligence of DCP or of any occupant,
subtenant, visitor, invitee or user of any portion of the Property or Improvements. DCP shall
defend, indemnify and hold harmless Owner against any and all claims, liability, loss, expense
(including, without limitation, reasonable attorney's fees and costs) whatsoever on account of
any such loss, injury, death or damage. DCP waives all claims against Owner for damages to the
Improvements and facility that are now on or hereafter placed or built on the Property and to the
property of DCP in, on or about the Property, and for injuries to persons or property or death in
or about the Property or Improvements, from any cause arising at any time. This Section 9 shall
not apply to loss. injury. death, claims or damage arising by reason of the negligent or reckless
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act or omission of Owner, or Owner's agents, employees, invitees or anyone else acting by,
through or under Owner.
Section 10. Environmental Matters_
(a) Compliance with Laws. DCP shall, and shall cause its agents, employees,
contractors and invitees to, use the Property and conduct any operations on the Property in
compliance with all applicable Environmental Laws. As used herein. "Environmental Laws"
means, as of the Commencement Date, any federal, tribal, state, local or foreign law (including
common law), statute, rule, regulation, requirement, ordinance and any writ, decree, bond,
authorization, approval, license, permit, registration. binding criteria, standard, consent decree,
settlement agreement. judgment, order, directive or binding policy issued by or entered into with
any national, state, local, native, or tribal government or any subdivision, agency, court,
commission, department, hoard, bureau, regulatory authority, or other division or instntmentality
thereof pertaining or relating to: (1) pollution or pollution control, including storm water; (2)
protection of human health from exposure to Hazardous Substances or protection of the
environment: (3) employee safety in the workplace: or (4) the management, presence, use,
generation, processing, extraction, treatment, recycling, refining, reclamation, labeling, transport,
storage, collection, distribution, disposal or release or threat of release of Hazardous Substances.
"Hazardous Substances" shall mean any and all hazardous or toxic substances, hazardous
constituents, contaminants, wastes, pollutants or petroleum (including. without limitation, crude
oil or any fraction thereof), including, without limitation, hazardous or toxic substances,
pollutants and/or contaminants as such terms are defined in applicable Environmental Laws;
asbestos or material containing asbestos: and PCBs, PCB articles, PCB containers, PCB article
containers. PCB equipment, PCB transformers or PCB -contaminated electrical equipment (as
such terms are defined in Part 761 of Title 40, Code of Federal Regulations). or any waste,
substance, product, or other material which is otherwise regulated or restricted under any
Environmental Law.
(b) Normal Use. No Hazardous Substances shall be generated, treated, stored or
disposed of, or otherwise deposited in or located on the Property other than the normal use of
Hazardous Substances typically used by businesses engaged in the types of activities authorized
by this Lease provided that any such use shall he in full compliance with all applicable
Environmental Laws.
(c) Survival. The obligations of DCP set forth in this Section 10 shall survive the
Term or earlier termination of this Lease or the exercise by Owner of anv of its remedies
hereunder.
Section I I. Insurance. DCP shall, during the entire Term, keep in full force and
effect, solely at DCP's cost and expense, all of the applicable insurance coverages set forth
below:
(a) A policy of commercial general liability insurance and excess liability insurance
with respect to the Property and the activities of DCP thereon, for which the limits of not less
than Two Million and no/100 Dollars (52,000,000.00) per occurrence combined single limit
5
bodily injury, sickness or death and loss of or damage to Property. naming Owner as an
additional insured. Such coverage shall include a broad form general liability endorsement.
(5) Statutory worker's compensation insurance and employer's liability insurance.
(c) Automotive liability insurance covering owned, non -owned or hired vehicles
affording minimum coverage of One Million and no/100 Dollars (51.000,000.00) per occurrence
combined single limit bodily injury or death and loss of or damage to property.
(d) If not otherwise covered under (a) above, coverage for pollution liability with
minimum limits of Two Million and no/100 Dollars (52.000,000.00) to cover bodily injury:
property damage. including natural resource damage. cleanup costs, removal and disposal,
covering both sudden and gradual pollution conditions resulting from the escape or release of
petroleum or natural gas, or by products from the exploration or production of the same.
Any or all of the above coverages may be satisfied by purchasing commercial insurance or
through self-insurance.
Section 12. Casualty. If the Facility or Improvements, if any, or any portion thereof,
shall be damaged or destroyed by fire, casualty or the elements, this Lease shall continue in full
force and effect, without any abatement of or reduction in the Base Rent payable hereunder.
Section 13. Condemnation. In the event that all or a part of the Property is taken by
eminent domain or conveyed in lieu of eminent domain, if the Property cannot reasonably be
used by DCP for their intended purpose (a "Total Taking"), then this Lease will terminate
effective as of the date that the condemning authority shall take possession of the same. In the
event of a taking which does not prevent DCP from using the Property for their intended
purposes (a "Partial Taking"), this Lease shall not terminate but shall continue in full force and
effect without modification to Base Rent or other obligations hereunder. In the event of either a
Total Taking or a Partial Taking, Owner shall be entitled to retain all portions of any
condemnation award except to the extent expressly allocated to the value of the Improvements or
DCP's leasehold estate. and DCP shall be free to seek such separate condemnation award for
DCP's interest in the Improvements or leasehold estate as DCP deems to be appropriate.
Section 14. Assignment and Subletting. DCP shall not assign (in whole or in part), or
otherwise encumber this Lease. nor sublease all or any part of the Property, without Owner's
prior consent. which consent shall not he unreasonably withheld or delayed. No such assignment
or sublease shall release DCP from its obligations hereunder unless specifically set forth in
written agreement executed by Owner.
Section IS. Quiet Enjoyment.
(a) DCP. upon paying the Base Rent and all other sums and charges to be paid by
it under this Lease. and observing and keeping all covenants, warranties, agreements, and
conditions of this Lease on its part to he kept, shall quietly have and enjoy the Property during
the term of this Lease, without hindrance or molestation by anyone claiming through or under
6
Owner. subject to all liens. encumbrances, easements, restrictions and other matters of title
existing as of the date hereof (the "Permitted Exceptions").
(h) Owner represents and warrants to DCP that it has fee simple title to the
Property, free and clear of all liens, encumbrances. easements, restrictions and any other
matters or defects other than the Permitted Exceptions, and the power and authority to execute
and deliver this Lease and to carry out and perform all covenants to he performed by it
hereunder.
Section 16. Defaults.
(a) The following events (each an "Event of Default") shall constitute defaults on the
part of the DCP with respect to its obligations hereunder:
( I ) The failure to pay any amount due hereunder when the same shall become
due, and the continuance of such failure for a period of thirty (30) days after written notice of
such default has been given by Owner to DCP.
(2) The failure to observe or perform any other material covenant, agreement,
or obligation herein contained on the part of DCP to he observed and performed, and the
continuance of such failure for a period of thirty (30) clays after written notice thereof has been
given by Owner to DCP or, if such failure, because of its nature, cannot be cured completely
within thirty (30) days, the failure to commence the correction of such failure within such thirty
(30) days or the failure to diligently prosecute the correction of such failure.
(3) The filing or execution or occurrence of: (i) a petition in bankruptcy by or
against DCP: (ii) a petition or answer seeking a reorganization, arrangement, composition,
readjustment, liquidation, dissolution or other relief of the same or different kind under any
provision of the Federal Bankruptcy Code or any state bankruptcy or insolvency law; (iii)
adjudication of DCP as a bankrupt or insolvent; (iv) an assignment by DCP for the benefit of
creditors whether by trust, mortgage, or otherwise: (v) a petition or other proceeding by or
against DCP for, or the appointment of. a trustee, receiver, guardian, conservator or liquidator of
DCP with respect to all or substantially all its property: or (vi) a petition or other proceeding by
or against DCP for its dissolution or liquidation, or the taking of possession of the property of
DCP by any governmental authority in connection with dissolution or liquidation.
(b) Upon the occurrence or existence of an Event of Default, Owner may at any time
thereafter while such Event of Default continues:
(I) Subject to compliance with Section 16(6)(4). below, give a written
termination notice to DCP, and upon the date specified in such notice, the Term of this Lease
shall expire and terminate, and all rights of DCP under this Lease shall cease without the
necessity of reentry or any other act on Owner's part. No act by or on behalf of Owner, other
than giving DCP written notice of termination. shall terminate this Lease. Upon any termination
of this Lease, DCP shall quit and surrender to Owner the Property in accordance with this Lease.
If this Lease is terminated. DCP shall be and remain liable to Owner for damages as hereinafter
provided and Owner shall be entitled to recover forthwith from DCP as damages an amount
equal to the total of: (i) all costs, fees and expenses incurred by Owner (including reasonable
7
attorney's fees) in regaining possession of the Property; plus (ii) any and all amounts payable
hereunder by DCP as of the date on which Owner regains possession of the Property: plus liii)
all other amounts necessary to compensate Owner fully for all damage caused by DCP's default,
subject to any duty of Owner under applicable law to mitigate: plus (iv) interest at the rate of
twelve percent (I2%) per annum on such items (i) - (iv) (the sum of items (i) - (iv) is referred to
herein as the "Default Rent").
(2) Owner's exercise of any or all of the remedies set forth in this Section
shall not in any way restrict Owner's right to exercise any or all available remedies at law and in
equity.
(3) Subject to compliance with Section 16(h)( -f). in the event of any
termination of this Lease by its terms or by operation of law. DCP, so far as permitted by law,
waives (i) any right of redemption, re-entry or repossession, and (ii) the benefits of any laws now
or hereafter in force exempting property from execution for rent or for debt.
(4) Notwithstanding anything to the foregoing in this Section 16(b). Owner
and DCP acknowledge that DCP intends to invest substantial capital and time in the
Improvements and operations on the Property and, as a result, termination of this Lease, or
repossession by Owner of the Property may result in a substantial hardship to DCP.
Accordingly, prior to ally termination of this Lease by Owner or repossession by Owner of the
Property, Owner and DCP agree first to try in good faith to settle the dispute by mediation at the
election of DCP. The parties shall use a mediation expert reasonably acceptable to both sides and
shall convene the mediation at a location mutually acceptable to the parties in the State of
Colorado. The costs of mediation shall he borne equally by the parties. In the event the parties
are unable to resolve the dispute by mediation through the exercise of good faith efforts by the
date that is thirty (30) days from the occurrence of the Event of Default, then Owner shall be
entitled to pursue the remedies set forth in this Section 16(b) and Owner shall he entitled in the
pursuit of such remedies to recover the costs of mediation incurred by Owner hereunder.
Section 17. Waivers. Failure of Owner or DCP to complain of any act or omission on
the part of the other party, no matter how long the same may continue. shall not be deemed to be
a waiver by said party of any of its rights hereunder. No waiver by Owner or DCP at any time,
express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a
breach of any other provisions of this Lease or a consent to any subsequent breach of the same or
any other provision. No acceptance by Owner of any partial payment shall constitute an accord
or satisfaction but shall only he deemed a part payment on account.
Section 18. Force Majeure. In the event that Owner or DCP shall be delayed in,
hindered in, or prevented from the performance of, any act required hereunder by reason of
strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive
governmental laws or regulations, riots, insurrection, war or other reason beyond their control,
then performance of such act shall be excused for the period of the delay and the period for the
performance of any such act shall be extended for a period equivalent to the period of such delay.
Section 19. Notice. Every notice, approval, consent or other communication
authorized or required by this Lease shall not be effective unless same shall be in writing and
8
personally delivered or sent postage prepaid by United States registered or certified mail, return
receipt requested. addressed to the other party as follows:
As to Owner:
As to DCP:
S L W Ranch Company
Stow L. Witwer, Jr., President
822 71 St., Ste. 760\
Greeley, CO 80631
DCP Mainstream, LP
370 17th Street, Suite 2500
Denver. CO 80202
Phone: (303) 605-1730
Attn: General Counsel
Either party to this Lease may from time to time change its address for receipt of notice and other
communications by giving notice to the other party in writing and in accordance with the
procedure set forth above in this Section.
Section 20. Certificates. Either party shall without charge at any time and from time
to time. within thirty (30) days after written request of the other, certify by written instalment
duly executed and acknowledged to any mortgagee or purchaser, or proposed mortgagee or
proposed purchaser, or any other person. firm or corporation specified in such request: (i)
whether this Lease has been supplemented or amended and if so the substance of the supplement
or amendment: (ii) whether the Lease is in full force and effect: (iii) whether any default exists
under this Lease: (iv) whether any offsets, counterclaims or defenses exist: (v) the commencement and expiration dates of the Term: and (vi) with respect to any other matters
reasonably requested. Any certificate may he relied upon by the party requesting and receiving
it.
Section 21. Governing Law. The terms and conditions of this Lease shall be
governed, interpreted, constructed, regulated and enforced by the laws of the State of Colorado.
Section 22. Partial Invalidity. If any term, covenant, condition or provisions of this
Lease or the application thereof to any person or circumstance shall at any time or to any extent
be invalid or unenforceable. the remainder of this Lease or the application of such term or
provision to persons or circumstances other than those to which it is held invalid or
unenforceable shall not be affected and each term. covenant, condition and provision of this
Lease shall be valid and be enforced to the fullest extent permitted by law.
Section 23. Entire Agreement. No oral statement or prior written matter shall have
any force or effect. DCP agrees that it is not relying on any representations or agreements other
than those contained in this Lease.
Section 24. Parties. Except as herein otherwise expressly provided the covenants,
conditions and agreements contained in this Lease shall bind and inure to the benefit of Owner.
DCP and their respective successors, administrators, heirs and assigns.
9
Section 25. Recording. Upon the mutual execution and delivery of this Lease, DCP
shall have the right to record a Memorandum of this Lease in form reasonably satisfactory to
Owner in the Clerk and Recorder's Office of Weld County. Colorado. provided that Owner may
record this Lease at any time subsequent to six months from the date hereof.
Section 26. Voluntary Termination Ri2ht. Notwithstanding anything to the contrary in
this Lease, DCP shall have the right at any time to terminate this Lease upon not less than six (6)
months prior written notice and payment of one (I) year's rent to Owner. Upon the date of
termination specified in such written notice from DCP, this Lease shall terminate and the parties
shall have no further rights or obligations hereunder. except as expressly survive expiration or
termination hereof. In the event DCP terminates this Lease. DCP shall have the obligation to
reasonably restore the Property to the condition it was in at the commencement of the Lease,
including revegetation of grass and placement of ground cover to minimize dirt and sand
movement and water erosion.
(signatures appear an nest p44'e'
IO
IN WITNESS WHEREOF, the parties hereto have hereunder set their hands as of the day
and year first -above written.
OWNER:
S L W Ranch Company. a Colorado corporation
B y:
Stow L. Witwerli.
Title: President
DCP: DCP Midstream. LP.
a Delaware limited partnership
n
B y: ��'. /yam" o cc. AV
Name: Lewis 0. Hasenlock -
Its: Attorney -in -Fact
II
STATE OF COLORADO i
) ss.
COUNTY OF WELD
The foregoing instrument was acknowledged before me this day of February. 2013,
by Stow L. Wirwer, Jr.. as President of S L W Ranch Company.
Witness my hand and official seal.
My commission expires:
Notary Public
(SEAL)
STATE OF COLORADO )
) ss.
COUNTY OF
The foregoing instrument was acknowledged before me this • day of February, 2013,
by Lewis O. 1-tagenlock as Attorney -in -Fact for DCP Midstream, LP, a Delaware limited
partnership. a'P"'
Witness my hand and official seal.
My commission expires:
(SEAL)
Notary Public
Exhibit I
Certificate(s) of Conveyance
See the attached documentation.
CERTIFICATE OF CONVEYANCES WELD COUNTY
STATE OF COLORADO DEPARTMENT OF PLANNING SERVICES
COUNTY OF WELD
Heritage Title Company, Inc. hereby certifies that it has made a careful search of its
records and finds the following conveyances affecting the real estate described herein
since August 30, 1972, and the most recent deed recorded prior to August 30, 1972.
LEGAL DESCRIPTION
The North Half of the Northwest Quarter of the Northwest Quarter of Section 7, Township 5 North,
Range 63 West of the 6 P.M., County of Weld, State of Colorado.
CONVEYANCES (If none appear, so state):
Reception No. 1322194 I Book 1550 Page 230
This certificate is made for the use and benefit of the Department of Planning Services
of Weld County, Colorado.
This certificate is not to be construed as an Abstract of Title, Opinion of Title or a
Guarantee of Title and the liability of Heritage Title Company, Inc. is hereby limited
to the fees paid for this Certificate.
In Witness Whereof, Heritage Title Company, Inc., has caused this Certificate to be
signed by its proper officer this 2nd day of April, 2013, at 7:00 am.
Order No. H0368395
Heritage Ti e Company, Inc. eBy:
uthorized Signatory
Boo1550 fktZ.m 3_ iN g//%Olaf(
memlim ' lagn 4,,e•Saar lh ads
KNOW, :.LL :%N 8Y THESE FEESENfs: That '1'e, STOW L.
..._.rnR and fILRJEY E. Y/IT•fa. .TR., of the County of Yield and
State of Colorado, for the consideration of Ten Dollars (410.00)
and other valuable consideration in hand paid, hereby sell
find convey to S L W NANCE CO:LPhilY, a Corporation duly organised
and existing under and by virtue of the laws of the State of
Colorado the following real property, situate in the County
of field and state of Colorado, to -wit;
All of Section 7, Township 5 North, of Range 63
nest of ',he 6th P.M.,
Toe REI; Lots 1 end 2; and the E{ of the NW; of
Section 18, Townehip 5 North, of Range 63 West of
toe 6th P.Y.
All of Section 1, Township 5 North, of Rano) 64
est of the 6th P.M.
All that part of the Nn; of Section 11, Township
5 Korth, of ?an„e 64 nest of the 6th P.%„
described as follows: Beginning at a point an
the cast and west half Section line 330 feet East
of the ;est ...uerter Corner of said e
tion 11,
[nonce In LO easterly direction along said 'Cast
and west Half Section line 753 feet to a point
on said. Half Section line and on Zest Hank of
dividing lateral; thence along toe `:est bank of
sale dividing lateral on the following courses:
t. orth 3°50' East 100 feet; thence North 23°15'
East let feet; thence North 8°59' East 103 Peet;
tnonce North 23°10' East 250 feet; thence Forth
302c' East 117 feet; thence North 18050' Jest
20C feet; thence North 8°35' West 207 feet;
thence North 14°40' East 215 feet; thence North
1°35' East 210 feet; thence North 6°0' East 190
feet; thence North 30015, West 122 feet; thence
Aorta 59°20' West 116 feet; thence North 75°00'
•.est 275 feet; thence North 54°40' hest 100 feet;
tnenee Forth 33040' hest 62 feet; thence North
3°45' Yest 105 feet; thence North 6°20' East
x10 feet; thence North 2°20' West 128.feet to
South side of 0,,11vy Ditch Right of Way; theme
South 66°13' West 227 feet to a point 330 feet
Last of the degt Section like of said Section;
thence South 1 20' East 258s feet more or less,
to the point of beginning, containing 37,9 acres,
more or lees.
The West 20 acres of the NN; of Section 11,
Township S North, of Range 64 'nest of the 6th
P.M.
hIl that part of the NE; of Section 10,
Township b North; Ranee 64 ;:est of the 6th P.M.,
described as follows:' Beginning' at the Southeast
corner of said ELI being at a point where the
east boundary line of Section 10 intersects •
public road, thence west along the south boundary
line of said NE4 650 feet being in the center of
puolic road; thence North 3°47' East.1220 feet;
thence South 74°53' Bunt 545 feet; thence North
79°55' East 195 feet to the east boundary line
of said NEq, Cuenca South along East boundary
line 2°2' East 1143 feet to the point of beginning.
containing 1br acres, more or less.
•
6o1x1550 mar 231.
All thct part of the SE; of Section 10, Townonlc
1 forth, of Renee 64 '/lest of the 6th P.::., described
as follows: beeinning et the Northeast corner of
said ;E; wnere the east boundary line of Section 10
• Intersects a public road; thence South elon,L the Ebtt
boundary o line of said SE; 2°2' East 943 feet, izinee
North 440i
eat, 172 feet; thence North 03047' ;est
59 feet; thence North 67027' 'nest 147 feet; tncnee
• 1.ortn 57°55' 'hest 104 feet; thence north o3 3p.'
Jest 202 foet; thence Borth 67012' •Jest 139 feet;
t::once t:orth 53010' ?est 218 feet; thence rorti,
I 0056' test oli feet to a point on tre ::onto. line of
said Sr.. 670 feet west of tae 'northeast eorccr of
said SE,; thence East elan, the public rood to t -e
point of be„!nnini;, corteinin;; 12i scree, more or tees.
Also the SL of the SV/ of ,action 12, Townsnit
0 Ports, Sangc 64 Y;est of the Gth P.1'., and that
portion of the 3`# of said Section 12, ad•ointnt;
said above fond on the east, described ae follows,
to -wit: be...lnnlne at•the !:orthe: st corner of sold
• i of the .11; of skid Section 12; runr.i% thence
cost 535 feet; thence r.outh 10391 set, 623 feet;
• thence South 45°.,b' East, .26 feet to the South
line of said rectton; thence ,est on tae S •:tr
• Line of said Secticn, 1600 feet to toe South
•n.rter sornep of sold Section 12; tconce :'orth
on the -Stir section line, 1359 feflt to the blare
of oe„lnnina.
The ti of the :h', of section 12, To•ancl.It ;, :arts
of °an.e 64 cost cf the 6th P.M.
:7be li cf trio ; of Suction 12, Towr.sntp ;.ort:. D: 2an,e 64 ..__t of toe 6th F.:.
portion of one '..q Inc a %
i.
of Sect' -n 12, Township L 'crib, i, port:on
of 7.re n,; ^JL
of t.Ee 6tir P. :•i., eaten Led as i o11c..t:
to_mnnclrt st epoint on the north 11oh of r.1]
•.'.r., of !L,;, 57L' :act east of the !.ort- ,., est corner
of said ,;:r-, of !^ , thence '.tutu 54 '_ 2.feet; t:.'noe
South 170021 hest312 feet; t:.ence 'o:,ts 21t.wi'
• Cost 190 feet; t,:ence 4outn 130,3;' y.,.et '55 .e -t
t-,ence south 10°l1' hest 400 feet; t-.ence ft sti'.
36',16" East 2oa feet; trenee 'out,. 5403!:
1"0 feet• thence Tout-. ;•4'0Io 6' 120 !he -a tt
t; t mhcc
So.,tt. 17457' putt 1— feet; t..rncence South 4c:"
List 152 feet; t:,ence South 2;.°l0' Last 2.L !het;
thence Louth 160 East 146 feet to a ;,olnt cn tre
South nine of the of the .,1, of thin '-ciao,
12; tierce East 1110.4 feet to the eoutnnett
corner of the ;:k of toe S..., of said Sect_;.n i2;
thence North 1638 feet u1cn, t• e half' :
ne
c0 [::c center cf said °. eat to Section re. 12: cr.h a:ecf •,ens a1: Ci
the half section lino 1532 fe•t to the :--aoect
corner of the S;ly of the ::.,• ; toenee forth 1546
• fart to the northeast corner of the S" of
thence "rest 771 feet to the pointbe
[he _,
containing 63.27 acres, .more orlens.c n`"n"
G strip of land 30 feet wide to be used as u richt
of way for a road, described as .follows;
Commencing at the northwest corner of the S;!;,%
of said Section 12, Township t north, of "an.e
°4 .:eat of the 6th P.L., thence running fast 570
feet; thence South JO feet; thence Pest , t .^i O,t
ankles 570 feet to the west line of said SCI; of
the IM;; thence north on said west line 3C fn -t
to the point of bebinnlnb.
-2-
ae1550 na232
The SE of the NW*; the Nr; of the 9R}; and all
that part of the SW} of the SR; of Section 12,
Township 5 North of Range 84 West of the 6th p.m.,
bounded and described as follows:
Beginning at a point on the north line of said SW;
of the SE;-, 536 feet east of the northwest corner
':hereof; thence running south 1°39' Nest 823 feet;
thence South 45°38' Bast 826 feet to the youth line
of said SW1 of the 8E4 nt-na._point which in 11:8.__
feet east of the south quarter corner of said section;
thence eist- along the south line of said- SwF} of-the-
5E4
to the Southeast corner thereof; thence North
along the east line of said 9ti of the SEI to the
northeast corner thereof; thence west along the
north line of se -id SW1 of the SEt to the' place of
oeginning, containing 96.2 acres, more or lees.
The SL of the 11Ej and the E} of the SE; of Suction
12, in Tounship 5 Lorth of nenge 64 West of the
6th P.Y.
with All its ap:.urtonances and warrant the title against all
persons claL.ing under the undersigned.
end 5e!ivered this J7 dsy
of
in the presence of
Stow L. v;itwer
(SELL)
Harvey E. tc•i wer, Jr.
The forec,oln„ instrument was es rnowlod.,ed before no this
__,C_,;_ day of 6.L. 1959, by STOW L.
WIT1rER •. _
:y ca=c.issicn expires July 17, 1960.
.:Stases ay hr nc cad o!flcia'_ teal.
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