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Home My WebLink About20060796.tiff I IIIIII11111III1IIIIII111111IIIII FIFA VI IIII III III owe owvaxe war woe wee co R6TW R66W R6TW R66W ,I3 sa 52 r o, li w oei@Ri TiN s' sv o tIl Rm RH�RRs T2N 11 �I II `{b•oo TIN �� .t oo , TINecar USE BY SPECIAL REVIEW " i �� . one w, • g ,v �P"R°� • - 3 �► er, PARTIAL VACATION OF USR #695 l� / _ K { �`r� • i ‘ ' .f' I # s �I�#� � WELD COUNTY J ' 8 (r�i� \ ' - '�1L :5' > PA-/: {, e Ali . - ` I ,, T� -- ry y 4 2 A TRACT OF LAND LOCATED IN THE SOUTHEAST r.�' r o 'T- > y / • 1 QUARTER OF SECTION I,AND THE NORTHEAST — -,-/ / > _ o, QUARTER OF THE NORTHWEST QUARTER OF SECTION `-- A `a I 1 �r • ^ P «1diree i / • I],PM COUNTY NITYORTH,RANGE 67 OF WELD,STATEWEST OF THE OP COLORADO 6TH 5191 fcIWY R.. fo.!B� N9 I✓ ew 1. to iB r/�i. '// ' Ie I ' VI AREA TO BE SURFACE OWNERS:•�L d,a +9Is *. % • I^'y"v1 J ,.•� L,wer .e.mYw 25 MAA0 CIVIC(awe ea. Ilf jCJ b. I - f t w p _ w�'°m�, FORT uP,w CO „no rw w sow 6 _ E�1RvI� t yr-e w '• 7 ^ MAC.WY WTI 4v k � Rw P� VV.] •, n e �l II ) L _ , welacRey • .e y . —1.f t /777 I: �. .� " V tl� 6' T L - • .i. - + I ` R ' I - !_' I GRAVEL MINING -' EXISTING VEGETATION APPLICANT/OPERATOR: T/OPERATOR: TI ,,._. _ l r e IRaIEu.neAVIwIUTFn cro.wo wemc 6 RAL t...rece� t: -� T 'iE4 \� . .. •el ''S 21 -_ I i ! a. ate•, wren°-ST.b zm W.°. 5u xo Mod Rand6 ��_ w Ws ldRunry Fmd6 ! / BOARD OF COUNTY COMMISSIONERS CERTIFICATION:e I • , te.' 1 COLORADO.POES MEREST LOIOIRM MD wan THIS FARTPL VACATIMI CF 1I.2 cf.h, 71 SP swam>R6TN R66W ere a ow see ^ R6TN R661 ^ � came U'' `VICINITY MAP OP USR 6695ny � r, ¢VICINITY MAP OF PARTIAL VACATION OF USR 6695 l� ■■ % \N ►/ DEVELOPMENT STANDARDS -FRONT RANGE SAND AND GRAVEL USR-695 as 99 LEGAL DESCRIPTION: °",ItiUljti 22'04 1LS ON PILE rem m IRPMmTv LTL,or N.vurw ice ccea aro1n sew e01 TO M carver CAPTOIT STANDARDSreate wee u5� PARCEL'A• eRER �aa.ore(Al. P''a MORE w ART or ne �LAPS or OP 1� ProTw DDT'�,.e s21 or ne PROPERTY OWNER'S APPROVAL: wen ro ne nevaace ecT ewes Pawns'le Aemicnor SHALL PRONG{•Lir Of Then•Stnal GIMIalliES OF IIKARD0.5 9..X.TANCE5EATTG1{0 At lit SIM a.Emrasetr more totes to TIE TATE lE�LLPMelt PARCEL b•: T/WA TUE REVIEW GE ME ST Uwoesc .:FAN MIS aka,OAT Am FMEn1 OF PeAl0 EMERACYCY ewe wow* o no K5TRMeeP„,KaweerWLWAm.TeAREAe10KMA12. m X61 cETh AL Stta wus T T.IMPS wv MAMAS services woe ewe.ego corowoo,o c•aW er52As.,wornor WT W.0i eTFE PARCEL Y': R eC4� �` O /nee me PECENERATPON LANE PR TRAFFIC AO NOMew+M MST AwwOiM PROVIDE COMww PRYR RwpRwry A0.yyl mew P M en,am Kb ww..taWlm.M raw is WK015.ewe ea L RAIY.E e1 ccave Cf 6(Na.W2+ rile, M PROPERTY we51.-S)Arow,OPERATRsw1�Y roe AKLLwwMMIle mesn°.rem,essences y"aus "C w �o.®a wE. o.,..wTP� �_. 0.�Er5 t0 Mwl FRO yuvELAfLvrPMKLLP10)7 ARvuTva. ARCFl M N� J6IO— Off. sees AMORRi ce AAA..51DIVICe, GARTER R TINe !omewlr GAm Of Tle�5sewer,tz 1OVPNt10me saWTepP ME „QT�� wows _ Mee�6,MAT Me onne ARR GRAUl CA FARARmOTO M� OSSTAre TIV co MYvAFCFO✓rsTi SECNOCF it n.ND Ile Rnn/GR5 a M bEMeST Cw.EROP KµY.RED 5ER`a CiCCAn.£5 Of SAND AND were.Ex•.Y C{wwCED aEiuw+5areweFlay.Um KLOW n.T aleiTER OF SECTION wR•m .VFA If IN/GRE'nM@ IN TOMES I WLMSR.W-ee,.HTCP MervwyPLASMA , 'Cls`aOl 1. oweAn Se0 R'LTi®PARCEL yw1 ee w UaHweece we ne Kin cower FIW�memos pe A ND F OP me SZUREAST ann.;oe wore..T..TOMeMP I en wee el rest cm OF ne 50.1114 PLATTE PARCEL AL ne PAM IC TAGS TTFSHARY 9XLPe5 AHD ANY OMR waAWO51R65 TW,t Ken w9....Ay k0ne?, ce ewe:LO.G.piCv,.e scum rum Rnm a PAINS, A.E IlED.?r.R T2E0AGGY RReu% mews TO Avow c1FATI T:. CF A CALTI M/RPA b�i[p • L ,w wm,„„4 n A,, nwmr.E5. NOTES: cater or raw 1 x A I , r rwm x STANDARDS SECTION 24 COMM moo. KYK��tle O.r MFmmm ca0Tln PI e-I D renxa w mI_ ]9v _ cc...a L Tap ao sooneaxT. Ace ro uuce Meer UPON PACE CI RreIar DSEll 'TP' w1i— qqq// •��wu.f W101. MY6O C0.Nn IlµmcBmR.e,.TAw IFIr4PMY�T4RRFL.Vwwe a ALL wrewnw newne5 we Nemorr me. R Erlw L1/4o/ED I imp l Na �:�° M ok ;sue n n� FLP Rw ACILI� aww R m ELEVATOR � I' ,. .,,, 1 , g LroE MDD�I°,a , rAR5�AA owe-ow, w 5. a re me or SPACIAL wvret Jew Near:weeny re ne new wow wee Aso soween or ne sewews As ® TETRA TECH WIC RGB O G PTETnm.Aw OnER OPIPSES MALL R PLED IN M OPTED OF ne CEPARTeNT OF RAw1W MO le:CM AS nacAim STAMMROS AS MO.ca STATED sew REOARE Tie APPROVAL CIF as ecoromer oe co PERMIT le me wee wee ALAMOS COAMISM.Me oe oo.....oe cower cowesswees wrome suce .5,, ewe ne FLARS Nava 5.see saw we SEEM., � wE(RIY ALEN.ALL 5usw MKM waFA umm mm<m.mnl®a sus IxN 1 E_lusen .n m®Y M REOS'� w.Rr 3entreeAu. ADOVESTATED FT.LIPTON PIT • m+.wT sr ne mwro z COMM C.... xAlen sY..oARP5 MAT ae cease.Men REVOCATION R M twee nes �Dowswenemotfr c a .weam use uses 9 �PPECLAANTION OF M MATTEELATED To moo RS w5 owe PARTIAL VACATION OF USR 6695 'Leta..22 6011 jI2 vacs n.v IwR Irrnol —IIIIIIIIIIIVIBIIIIIIIIIIIIIIIIIVIIIVIDEO in*RP ono Pr m.i RPr a esarr NH'?92 HWY!T r' r; • I,I ICI �u II[nonce F I USE 8Y SPECIAL REVIEW „% _ PARTIAL VACATION OF USR #695 q' ——— �' '' ` WELD COUNTY I,, I I, r + 1 , A TRACT OF LAND LOCATED IN THE SOUTHEAST _ T 1 I EAST QUARTER OF QUARTER TTHFE NORTOHWEST QUARTER ON I,AND THE F SECTION __ I 12, TOWNSHIP I NORTH,RANGE 67 WEST OF THE 6TH Duna, 1 I P.M. ,COUNTY OF WELD,STATE OF COLORADO wommnwx.ur /I _ —_ --- _ a.coo co maze Daunt! Ii TYPICAL POND CROSS-SECTION I_moos I wmsreecemormi IF Pp.LAE IX • �mRm' 70112.20.1 � , o _i' ' , • LEGEND: , - - 0 , anrue mnc --- scrim a North t M. 12.2522.6 PEDJA1T U POND r ,I u"irmM. —___ umsT then err., kri / A r-.c:m 1. AREA I1,' Hoop�• � -- I- are wn CJJ�I; - — / �,° �i --_ - -e-_ ` .it... , /�J u+r.xo en.vr¢rSCALE ."CO' G" I-� • Towtars'%// vfura too m�o.er rev.vrt wruu mass uvr / cr sans Resew WS IMO MC.07224.mrm-m maw Romero 4r9M:eTY -� a— tDa wvvira� _: -, .. :Do xcn % S� r CE.rs. / . . ` /./. , WGR IO //2J ,%/. _ . ----- ---- F ---- _ - .. .,..-7....m+r : J RSCLAMATION PLAN I MINING PLAN acne Nat �u 1i n TETRA TECH�C µ FT.LUPTON PIT `' r � ee,�� nn�,¢� �� wY' PARTIAL VACATION OF I15R 5695 r. t¢ p R y�yq� iiMaraid NORTHAPEAICA �''`Waco 60.D-tot as vwos 1'"""aa-om: a RESOLUTION RE: APPROVE PARTIAL VACATION OF USE BY SPECIAL REVIEW PERMIT #695 - LAFARGE WEST, INC. WHEREAS,the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS,by Resolution dated November 13, 1985,the Board did approve Use by Special Review Permit #695, for an Open-Cut Sand and Gravel operation in the A (Agricultural) Zone District, on the following described real estate, to-wit: Part of the W1/2 SW1/4 of Section 7, Township 1 North, Range 66 West; part of the E1/2 SE1/4 and part of the NE1/4 NW1/4 of Section 12, and part of the W1/2 SE1/4 of Section 1, all in Township 1 North, Range 67 West of the 6th P.M., Weld County, Colorado WHEREAS,the Board has received a request from the current property owner, LaFarge West, Inc., 1800 North Taft Hill Road, P.O. Box 2187, Fort Collins, Colorado 80522, to vacate a portion of said Use by Special Review Permit#695, and WHEREAS,the Board of County Commissioners heard all of the testimony and statements of those present,studied the request of the applicant and the recommendations of the Department of Planning Services staff and all of the exhibits and evidence presented in this matter and, having been fully informed, deems it advisable to approve said partial vacation, conditional upon the following: 1. Pursuant to Section 23-2-200.G.5 of the Weld County Code, the applicant shall submit a revised Partial Vacation Use by Special Review Plat, conforming to Section 23-2-260.D of the Weld County Code. NOW,THEREFORE,BE IT RESOLVED by the Board of County Commissioners of Weld County,Colorado,that Use by Special Review Permit#695 be, and hereby is, partially vacated,with the abovementioned condition. 1EMI 111111111111111111111111111 Milt III! IIE 3376188 04/04/2006 01:34P Weld County, CO 1 of 2 R 0.00 D 0.00 Steve Moreno Clerk& Recorder 2006-0796 PL0261 00 Pt, FrtfL 0,4_o3-0& PARTIAL VACATION OF USE BY SPECIAL REVIEW PERMIT#695 - LAFARGE WEST, INC. PAGE 2 The above and foregoing Resolution was,on motion duly made and seconded,adopted by the following vote on the 13th day of March, A.D., 2006. BOARD OF COUNTY COMMISSIONERS k® ELD CO/c , COLORADO ATTEST: L ! j o �� ll/�i � jtheak- /Weld County Clerk to the : � aY Geo/i4' r F • ,L David E. Long, Pro-Tem BY:CvMJuót/ �12 CL1 D uty CIk to the Boa�d ri,t-- Wil • m H. Jerk \\,c)______ AP 0 ED AST Robe Masd n -----2,---2..----...,_ Iout Attof ey J Glenn Vaad Date of signature: -312`1't(c AEI E' 111111111111III11111IIIIIIII 3376188 04/04/2006 01:34P Weld County, CO 2 of 2 R 0.00 D 0.00 Steve Moreno Clerk& Recorder 2006-0796 PL0261 � ( MEMORANDUM wok TO: Board of County Commissioners March 3, 200t • COLORADO FROM: Jacqueline Hatch, Plann ) is SUBJECT: Partial Vacation of USR-695 1 ID. The Department of Planning Services has received the attached letter dated February 7, 2006 with supporting documentation from Eric Reckentine with Lafarge North America. Lafarge is requesting that USR-695 for gravel mining be partially vacated. The acreage being vacated out of USR-695 will be incorporated into a separate proposed gravel mining operation. Background information: Legal Description: Part W2 SW4 of Section 7, Ti N, R66W, Part E2 SE4 and Part NE4 NW4 of Section 12, Part of W2 SE2 Section 1 all in T1 N, R67W of the 6th P.M., Weld County, CO. Location: South of and adjacent to State Highway 52 and approximately % mile west of State Highway 85. USR-695: USR-695 was approved by the BOCC on November 13, 1985, for open cut sand and gravel operations in the A (Agricultural) Zone District. Parcel number: 1313 30 000084 Should the Board of County Commission choose to approve the request for a partial vacation of USR-695, Planning Staff recommends that a revised Partial Vacation USR plat of USR-695 be submitted as required by Section 23-2-200.G.5. 2006-0796 jAFARGE NORTH AMERICA Construction Materials • February 7, 2006 Ms. Jacqueline Hatch Department of Planning 4209 Weld County Rd 24 %2 Longmont, Colorado 80504 Re: Partial Vacation of USR#695 Dear Jacqueline: On behalf of Lafarge West Inc., I am requesting a Partial Vacation of USR#695. Please refer to the attached vicinity map for the specific location and acreage. Two of the parcels are owned by Lafarge and one by the City of Thornton. The property that is being removed from USR#695 is intended to be included in the Riverbend AmUSR-1259 Use by Special Review that is currently being reviewed by County Staff. Further, the property that is being removed is included in a recently approved permit from the Colorado Division of Minerals and Geology(DMG) entitled Riverbend Operation, 112c Permit Amendment 01, Permit No. M-2000-016. As part of the application materials for the Partial Vacation, I have included the following relevant documents that specify Lafarge's and the City of Thornton's legal authority for proceeding with this Partial Vacation: D & S Mining Lease 1. Lease Agreement,August 1, 1996, between D&S Mining, Inc., and Richardson Contracting, Inc. 2. Addendum to Lease Agreement, dated August 15, 1996, between Freda Dreiling and Richardson Contracting, Inc. for access to the mining property and scale facilities on the land next to Highway 52 that she owns. 3. Assignment, Amendment and Consent Agreement dated April 20, 1998, assigning the leases to Mobile Premix Concrete, Inc., a Colorado corporation (now merged into Lafarge corp., a Delaware corporation), including an amendment to and consent to assignment of both leases by D&S. 4. Assignment and Bill of Sale from Richardson Contracting to Mobile Premix for, among other things, aggregate inventory on the property and assignable rights in the DMG and other permits under the leases. Western U.S.Region 1800 N.Taft Hill Rd.,P.O.Box 2187,Ft.Collins,Co. 80522 Office:970.407-3600 Fax:970-407-3900 Web:www.lafargenorthamerica.com Page 2 Ms. Jacqueline Hatch February 7, 2006 Purchase of Myrna Slabaszewski 70 Acres 5. Warranty Deed dated June 26, 2000, from Myrna Kay Slabaszewski to Mineral Reserves, Inc. for Myrna's 70-acre parcel. 6. Assignment of Lessor's rights in Oil and Gas leases in the 70-acre parcel. 7. Transnation Title Insurance Company(now LandAmerica) Title Commitment No. 8048616B C-6 for the 70-acre parcel. This commitment number may be useful in getting any new title documents from LandAmerica. Purchase of MFM Farms Properties 8. Special Warranty Deed from Freda Lee Dreiling and Myrna Kay Slabaszewski to Mineral Reserves, Inc., dated November 27, 2001, for two parcels of land in Section 12. 9. Personal Representative's Deed from Larry R. Leinweber as P.R. of the Estate of Mary Evelyn Leinweber,to Mineral Reserves, Inc. dated November 27, 2001, for part of the same land as in item 8 (Myrna, Freda and Mary Evelyn are sisters). 10. Bargain and Sale Deed from Freda, Myrna and Larry and D&S Mining to Mineral Reserves, Inc., dated November 27, 2001, executed primarily to clarify a prior ambiguous legal description and to pick up any odd strips of land that might have resulted from the legal descriptions previously used to subdivide the lands within government aliquot parcels. 11. Transnation Title Insurance Company Commitment No. 8053925B C-3 for the parcels sold to Mineral Reserves. Easement Documents 12. Agreement and Reciprocal Confirmation and Grant of Easement, dated November 27, 2001, between Freda, Larry, Myrna,Brent H. and Mary A. Schroeder, D&S Mining and Mineral Reserves, Inc. recorded at Reception No. 2904491 of the Weld County Records on November 30, 2001. This granted each named property owner an easement across the property of the others for access and utilities from Highway 52 to the owner's listed property. 13. Bargain and Sale Deed(Easement) dated November between Freda, Myrna, Larry and D&S Mining, as grantors,to Mineral Reserves, grantee to transfer the easement rights these parties had under item 12 to Mineral Reserves in connection with the property transfer in items 8 and 9. Page 3 Ms. Jacqueline Hatch February 7, 2006 Thornton Documents 14. Petition in Condemnation, Case No. 98CV449, Weld County District Court, filed by the City of Thornton to acquire the southern 168 acres owned by D&S Mining for a water storage reservoir. 15. Purchase Agreement between City of Thornton and D&S Mining, dated August 28, 2000,to acquire the 168 acres by agreement, agreeing to leave the existing lease with Lafarge (Mobile Premix) in place but awarding the payments thereunder to D&S. D&S reserved minerals, but expressly excluded sand and gravel from the reservation (Paragraph 5.c.). Therefore, in my opinion, Thornton actually owns the sand and gravel, subject to Lafarge's rights under the Lease. 16. Letter from Timothy J. Flanagan to Lafarge transmitting the form of the following instruments that D&S Mining was obligated to deliver to the City of Thornton under item 15: a. Special Warranty Deed for the 168 acres, and b. Partial Assignment and Consent Agreement for the lessor's rights in the Lease identified in item 1 now held by Lafarge (noting that the final form had not been agreed to). Please contact me if any further information is necessary for your review. Thank you for your consideration. LAFAR E( C. i S�[N of Eric Reckentine Area Manager Northern Colorado Aggregate Division Attachment H:\4 137_0 I2_0I\Partial vacation-letter of request.doc 1{ is II i s. __ a ► _ rr t__I� -- ' : '; ;1 I33til �' ..r„:1'..: I, . V1.,t 4.v.: 1. ;: - -.H . A , fit7..r.::, .:'.',1! , p y I:I-4-.-..._._.. .: is 1 M•2 i W 't ..... ).f'. a.. I i1t i ; ; iiii / r # Jym 73',1.1'..--1:- xf r.; qi i 1 t,jii,inn: 1 I iii: l4y, { I • P-- t -: i .' iL . ww:ttirl•! ' .�!— .s1 �. . gF � j a,'if -. 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D ;:#1 Il 3,1 i1.i! i 11 :'fl }il;1! {,ii 1111 immi'i •tas_ ji ii!iI �11s ] 1 E: si .i 111,1 ii3. ti t f 1..1 gii .t iip; IIP!rhl ti !Ili] l'i; 1-11 1� i;1 i it ii it to aI , jI pi 1$ i iia' iti a - i •ih a iy" ill •l`i s } ii a Jill 11 poi it:, Of L 1! 'J ;if i .ial i I !i Ilit 11 ill 'a1:a i:lil. a Li s Ail alit fill in . al a aii ii ti all iaill a l 1 . - - - - I - = a i h.� - v a w is ii.....L...., I'. i I ` • fli li eij - i* • • I l . : I i a ` I` f^''R c {' J/ i� M 1111JIII ll..../Jnny// • w 4 w.m..gi STATE OF COLORADO DIVISION OF MINERALS AND GEOLOGY Department of Natural Resources 1313 Sherman St.,Room 215 COLORADO Denver,Colorado 80203 DIVISION Of Phone:(303)866.3567 MINERALS FAX:(303)e3z-slob GEOLOGY EIC LAAATION•H IN INe SCIENCE Bill Owens Gowns Russell George February 8,2006 Executive Director Ronald W.Cly Division Director Jacqueline Hatch Natural Resource Trustee Department of Planning 4209 Weld County Rd 24 %2 Longmont, Colorado 80504 Re: Partial Vacation of USR#695,LaFarge West, Inc.,Riverbend Operation, Permit M-2000-016. Dear Ms. Hatch: The Division of Minerals and Geology(DMG)has no objection to the proposed Partial Vacation of USR#695. The property under consideration for removal has recently received approval through the DMG as part of Lafarge West, Inc,'s Permit Amendment 1 entitled,Riverbend Operation, 112c Permit Amendment 01,Permit No. M-2000-016. It should be noted that the DMG does not require mine operators to mine areas that they have received a reclamation permit to mine and reclaim. Thank you for the opportunity to review this item. If you have any questions or need further assistance,please contact me at 303-866-3863. Sincerely,arl B. Mount 1.72 Senior Environmental Protection Specialist Cc: Jennifer Vecchi Vecchi and Associates Office of Office of Colorado Mined Land Reclamation Active and Inactive Mines Geological Survey Weld County 'IRnning Department S09illirri2iT '3IJ'WING City of FEB 2 4 2006 r Thornton li RECEIVE® infrastructure Maintenance Center 720-977-6500 12450 Washington Street Fax 720-977-6202 Thornton.Colorado 80241-2405 vinwbi cityofthornton.net February 17, 2006 Ms. Jaqueline Hatch, Planner II Weld County Planning and Zoning Department 4209 Weld County Road 24% Longmont, CO 80504 RE: USR 695 Partial Vacation Dear Ms. Hatch: The City of Thornton has reviewed the maps showing the change in the boundaries of Weld County Use By Special Review Permit (USR) 695 sought by Lafarge West, Inc. ("Lafarge"), by means of a partial vacation of USR 695. As a landowner of the surface and sand and gravel as to a portion of the area within the original boundaries of USR 695, this is to advise you that the City of Thornton has no objection to the change in boundaries of USR 695 sought by Lafarge, and the City of Thornton hereby consents to such partial vacation. The City of Thornton understands that the area being vacated from USR 695 will be included in Lafarge's pending "Riverbend" USR application, AMUSR 1259. If you have any questions concerning this matter, please contact Ms. Emily Hunt at the Water Resources Division, 720-977-6504. Sincerely, el y,v1 d Elliot Deputy City Manager— Infrastructure EPH/alr cc: " Dennis Hanson, Assistant City Attorney Scott Twombly, Real Property Manager Emily Hunt, Water Resources Administrator GPAQ — Fort Lupton MLCR S:UgWRaTtos W9 PNLLalape USR ON Latter 03c Suit by:, TECHNICAL SERVICES 303 657 4339; 11/01/99 5:16PM;, #379;Page 13/26 • ORIGINAL • LEASE AGREEMENT This Lease Agreement is entered into this 15th day of August, 1996, by and' between D & S MINING, INC. , a Colorado corporation ("Landlord") and RICHARDSON CONTRACTING, INC. , a Colorado corporation ( "Tenant") . Gordon Hartz shall personally guarantee Tenant's performance under the terms of this Lease. In the event of Tenant' s default under this Lease, Landlord may enforce the terms herein against Guarantor without first attempting to enforce the terms against Tenant. I . DEMISE OF PROPERTY 1 . 1 Property Rights . Landlord hereby leases to Tenant the real property described in Exhibit A attached hereto ("Demised Premises") . A. Precious Metals . Tenant, at his sole expense, agrees to install equipment for Gold Recovery at an approximate cost of $100, 000 . 00 . The actual costs may vary. The actual cost of machines are to be re-paid to Tenant from the Recovery of Precious metals first . After costs are paid, Landlord and Tenant shall split the proceeds from the recovery of precious metals on a 50-50 basis, at which time Landlord and Tenant shall be co-owners of the concentrators and shall share major repair expenses . 1.2 Use of the Property. Tenant shall exclusively occupy the property solely for the purpose of gravel mining and precious metal recovery associated with such gravel mining and no other purpose. Landlord and Tenant may use the developed lakes for recreation purposes on a not-to-interfere basis with the mining operation conditioned upon the proper releases and insurance being in place to protect both Landlord and Tenant from liability. Tenant may not sublease the use of said lakes for any purpose . 1.3 Water Rights . Tenant shall have the exclusive right to use .45 of one share ("Share") of Brighton Ditch Company water for the term of the Lease upon payment as set forth herein. Tenant shall be responsible for payment of annual assessments. Landlord shall not assign, pledge, encumber, convey or otherwise transfer the Share during the term of this Lease without the prior written consent of the Tenant . 1. 4 Crops. All crops growing on the property shall remain and be the property- of Landlord through the end of the 1994 growing season. II. TERM OP TN& AGREEMENT 2. 1 Lease,,,,Term. The Lease term contemplated by this Agreement shall be 15 years and shall commence on the signing of the Lease ("Commencement Date") and shall end at 12 :00 midnicht fifteen years later, unless otherwise extended. ' n 6a tl.v Sent by:, TECHNICAL SERVICES 303 657 4339; 11/01/99 5:17PM;, #379;Pege 14/28 • • • 2 .2 permits . The availability of any permits or licenses required by the State of Colorado or Environmental Protection Agency are a condition precedent to this Lease. If such permits or licenses are not granted to or renewed by Tenant, this Lease shall be void. Tenant shall have 30 days to secure or renew permits as necessary, commencing with the signing of this Agreement and shall provide proof thereof upon written demand by Landlord. III . RENT AND OTH$R AMOUN 2 PAYABLE 3 .1 Easic Rent . Tenant shall pay to Landlord the sum of One Million Seventy-Five Thousand Dollars ($1, 075, 000. 00) for the term of the Lease as mining payments (hereafter defined) and water payments (hereafter defined) , payable as follows: a. Six Thousand Dollars ($6, 000 .00) at the signing of this Agreement as set out in paragraph 3.2 below; b. On July 1, 1996, or the commencement of mining, whichever shall occur first, Tenant agrees to begin paying Six Thousand Dollars ($6, 000 . 00) rent per month, in advance; Tenant shall continue ro pay $6,000.00 on the first day of each month thereafter_ If mining begins prior to July 1, 1996, the partial month shall be prorated and paid on July 1, 1996; c. Tenant shall ccntinue such monthly payments until the amount of $1, 030, 000.00 has been paid for the total 200 acre parcel, it being understood that the Tenant is paying, in addition to any credit, $5, 000 .00 for each acre to be mined ( "Mining Payments") . The area being mined shall be determined by the surface acreage of the lake created by the mining operation. d. In no event shall Tenant pay less than $72, 000. 03 per year under the terms of this Lease. If by December 15th of each year, commencing in 1996, Tenant has not paid the sum of $72, 000.00, Tenant shall on or before December 31 pay such amount as necessary to make the total annual Lease payments to equal $72, 000 . 00. If on December 31, it is determined that Tenant has mined more acreage than paid for, Tenant will pay for the additional acreage mined, on or before the 15th of the following month, if tot previously paid. 3 .2 Down Payment. Tenant shall pay Landlord the sum of Six Thousand Dollars ($6, 030 .00) and the amounts set out in section VIII, upon execution of this Agreement. The payment, in the amount of $6, 000 . 00 shall be held in the non-interest bearing COLTAF trust account of Dolan and Associates until the permits necessary under 2 . 2 herein have been granted to Tenant. Tenant shall keep Landlord appraised of the status of the permit process. At the end of the 30-day period contemplated under 2 .2, Landlord shall be entitled to receive the Six Thousand Dollars ($6, 000. 00) held in trust unless 2 �� t2) . Sent by:. TECHNICAL SERVICES 303 657 4339; 11/01/99 5:17PM;,/s #379;Pege 15/26 • Tenant shall previously have notified Landlord in writing via certified mail, return receipt requested, with regular mail copy to Michael A. Dolan, 1790 East Bridge Street, Brighton, Colorado 80601, that the permits have not been issued. If the permits shall have earlier been issued, Landlord shall immediately receive the $3, 000 .00 _ If Tenant notifies Landlord that the permits have been denied before the end of the 30-day period, such amount shall be promptly paid to the Tenant without set-off or deductions, except those attorney fees and costs incurred by Landlord to prepare and 4 negotiate this Lease, and this Lease shall be terminated. The Tenant shall not be entitled to a refund of any amounts paid under section VIII. 3 .3 Water Rights Payment. Tenant, under a prior Lease has paid Landlord the sum of One Hundred Three Thousand Dollars ($103 ,000 .00) . Tenant has been given credit for Forty-Five Thousand Dollars ($45, 000.00) of the One Hundred Three Thousand Dollar ($103, 000. 00) payment shall apply toward the Lease for the water shares . Thirty Thousand Dollars ($30. 000.00) shall be applied to the One Million Thirty Thousand Dollar ($1, 030, 000 . 00) balance due on the Lease herein, but shall not defer any monthly payments or mining payments due under this Lease and will be applied at the conclusion of the Lease only if no material default has occurred during the term of the Lease. The balance of the prior payments shall be credited as amounts payable to Landlord for holding the property off the market. 3 .4 Location of Payment. Basic mining rent, water rents and all other payments that Tenant is required to pay Landlord shall be made payable to D & S Mining, Inc. , at the address of Freda Dreiling in Paragraph 13 .3 herein. 3. 5 Late Fees. In the event rents due on the first of each month are not paid by the 5th of each month, a 10% late fee shall be imposed and payable immediately. Any payment received after the first of each month shall be credited first to accrued late fees and then to rents due and owing. Tenant shall have 10 days in which to pay to Landlord those amounts due from time to time under the term of this Lease including, but not limited to, excess acres mined, taxes,. etc. The 10 days shall commence when Landlord shall notify Tenant of the amount due in writing, hand delivered or certified mail, return receipt requested. iv. TENANT'S FINANCES 4 .1 Reclamation Bond. Tenant shall provide Landlord with a copy of the reclamation bond filed with the appropriate governmental authority in the minimum amount of One Million Dollars ($1, 000, 000 . 00) as surety for the reclamation of the property. Reclamation of the gravel mining operation shall be the sole responsibility of Tenant and shall be 'completed in strict compliance with the requirements of all Federal, State and Local Sent by:, TECHNICAL SERVICES 303 657 4339; 11/01/99 5:18PM; #379;Pege 16/26 • • authorities. Tenant shall and agrees to indemnify Landlord from any and all claims related to reclamation including all of Landlord' s costs incurred by such claims and all of Landlord's reasonable attorneys' fees incurred as a result of any such claims. 4 . 2 Financial Statements. Tenant shall provide Landlord, . prior to execution of this Lease, with financial documents (including, but not limited to, 1995 year-end financial statement, 1995 tax returns and financial statements for the first quarter of 1996) of the Tenant and a financial affidavit of Gordon Bartz . In the event that Landlord believes either the company or Gordon Bartz is not creditworthy, Landlord may, at its option, not enter into this Lease. Such determination of creditworthiness shall be supported by the opinion of a C.P.A. or financial analyst and shall not be arbitrarily determined. V. CONDITIONS OF TEE. PRAp,,p^,RTY The taking of possession of the property by Tenant shall be conclusive evidence that the property was in good and satisfactory condition when possession thereof was taken, excluding latent defects. Landlord does not warrant the condition, quantity or location of any precious metals or gravel on the property and has made no representations to tenant regarding the aforesaid. fI . CTILITIES Tenant shall, before delinquency, pay all costs for any utility or similar costs allocable or charged to the property. Tenant shall also provide proof of payment to Landlord for all amounts payable by Tenant to third parties for taxes and insurance under the terms of this Lease. Landlord shall not be liable for any failure of or interruption in the supply of all or any of the ' aforementioned utilities and any loss or damage incurred by Tenant as a result of such service shall not effect the provisions of this Agreement in any manner, nor shall there be any abatement in the rent specified herein. VII . CONDUCT OF BUSINESS BY TENANT 7.1 Mining Procedure . Mining shall first be contiguous on the 40 acres described in paragraph (C) of the attached Exhibit A and then may proceed to the 160 acre parcel described in paragraphs . (D) and (B) of the attached Exhibit A. Mining is to be congruous on the 160 acre parcel. 7.2 Licenses. Applicable Laws. Tenant shall, at its own expense, obtain and keep in full force and effect any and all licenses and permits necessary for the use of the property. In the event that Tenant shall be no longer authorized to operate a mining operation within the state of Colorado, Tenant may assign or sublet the premises only with the prior written consent of Landlord, which 2 ' #a / �S 1 f Sent by:. TECHNICAL SERVICES 303 857 4339; 11/01/99 5:19PM;,, #379;Page 17/28 . • • consent shall not be unreasonably withheld. In any event, however, Tenant shall be responsible for the balance of the rant due under the terms of this Lease. Landlord, in reviewing any written request to assign this Lease shall review the financial statements of Tenant, Guarantor, and the proposed assignee certified to be true and correct by an officer or other appropriate representative. If, in the sole opinion of Landlord, based upon standard accounting practices and procadures, the proposed assignee is as strong or stronger financially than Tenant and Guarantor, then Landlord may not reasonably withhold consent to the assignment . 7.3 Nuisance . The Tenant shall not use nor permit the use of the property in any manner that will tend to create a nuisance, it being understood that the mining of the property is not per se to be a nuisance. VIII. TAXES 8 . 1 Real Estate Taxes . Tenant shall re-pay Landlord, in conjunction with the signing of this Lease all real property taxes levied against the property for the years 1992, 1993, 1994 and 1995, in the amount of $577. 86, $560.48, $498 .51 and $480 . 50 respectively, and thereafter pay the real property taxes through the term of the Lease as the same become due and payable, provided, however, that nothing contained herein shall be deemed to limit Tenant' s or Landlord's right to contest or review by legal proceedings, or in such other manner as Landlord or Tenant may deem suitable, any such tax, assessment or other governmental levy and position or charge. 8.2 Personal Property Taxes. Tenant shall pay before delinquency all taxes and charges levied, assessed or imposed on Tenant's fixtures, appliances, equipment and all other personal property owned by Tenant and located on or installed in the property. If such taxes and assessments are not levied, assessed or imposed separately upon Tenant' s fixtures, appliances, equipment and personal property, a fair and equitable allocation of such taxes and charges shall be made by Landlord and Tenant between Tenant' s property and all other property included in the same tax assessment or other bill and Tenant shall pay such share to Landlord upon demand. 8 .3 Tenant shall pay in conjunction with the signing of this Lease all water assessments for 1993, 1994, 1995 and 1996 in the ' sum of $540. 00 for each year and Weld County assessments for weed control for 1992, 1993 and 1994 in the amount of $350.00, $385 .25 and $385 .24 respectively and shall timely pay all such future assessments when due. IX. LANDLORD'S LIABILITY 9. 1 Injury to Person or property. Landlord shall not be lent by: TECHNICAL SERVICES 303 657 4339; 11/01/99 5:19PM „Jorin #379;Page 18/28 liable to Tenant or any other person or entity whatsoever for any death, injury or property damage suffered by said persons or entities caused by or resulting from any defect not known by the Landlord in the property, nor shall the Landlord be liable in any manner for any loss, injury or damage incurred by Tenant or any • other person or entity from the acts or attempted acts of theft, burglary, or vandalism committed by either identified or unidentified persons. 9. 2 Personal Property. All personal property of any kind or description whatsoever now or hereafter on the premises shall be at Tenant 's sole risk and Landlord shall not be held liable for any damage done to or lass of or maintenance for such personal property from any cause whatsoever. All personal property and fixtures shall remain the property of the Tenant at all times. 9.3 Sublease and Assaanment. Tenant shall not encumber, assign, lease, sublease or otherwise transfer this Agreement or any right or interest in this Agreement, or any right or interest in the property or any of the improvements that might now or hereinafter be constructed or installed on the property unless done under the provisions of Paragraph 7. 1 herein, however, Tenant may assign its rights hereunder for collateral purposes only. 9 .4 .Liability Insurance. Tenant agrees to maintain liability insurance upon the premises of One Million Dollars ($1, 000, 000. 00) and provide Landlord with proof of said insurance coverage. Tenant further agrees to indemnify and hold Landlord harmless from aty and all claims arising as a result of the mining operations of Tenant including Landlord's reasonable attorneys' fees. X. RIGHT OF ACCE3 Tenant shall permit Landlord or its agents, representatives or employees to enter the property at all reasonable times under reasonable circumstances for the purpose of (i) inspecting the property to determine whether the Tenant is complying with the terms of this Agreement; (ii) showing the property to prospective purchasers and tenants; (iii) doing such ether lawful acts as may be necessary to protect the interest 'of the property; and (iv) exercising its recreational rights set 'oat in Section 1 . 2 and Section 17, upon notice, and not to in erfere with Tenant' s operation except in case of emergency. • XI . EXTENSION 11 . 1 Folding After Termination. The holding over and/or continuation of any activities by the Tenaht upon the property after the expiration of the term hereof ix the event that no extension is executed, shall not be considered to be renewal or extension 'of this Agreement unless the Laidlord approves such holding over in writing and a definite extensile agreement defining 6 4 I' / Lw. `11 / • r. via Sent by:. TECHNICAL SERVICES 303 857 4339; 11/01/99 5:20PM;_ #379;Pege 19/28 • • the length of such term is executed by .Landlord and Tenant . Any holding over without the written consent of the Landlord shall be considered to be a month-to-month tenancy at a rental rate consistent with the last month of the term. 11.2 Ouiet EQ$sessioq. Landlord shall warrant and defend Tenant in the enjoyment and peaceful possession of the property during the entire term of the Lease contemplated by this Agreement and any all renewals or extensions thereof. XII . TRANSFER BY•T,ANDLORD In the event of a bona fide sale or conveyance by Landlord of Landlord's interest in the property, other than a transfer solely for security purposes, Landlord shall be relieved from all .further obligations and liabilities arising under this Agreement from and after the date specified in any such notice of transfer, provided, however, that any funds held by Landlord at the time of transfer in which Tenant has an interest shall be delivered to the successor of Landlord. This Agreement shall not be affected by any such sale or conveyance and Tenant agrees to attorn to Landlord's successor provided that Landlord's obligations hereunder are assumed in writing by such successor. XII I._ _DEFAULT 13 .1 obligation met ult tfor ofure ofTenant to thin this Lease or if the Tenant shall default in the observance of any of the other terms, covenants and conditions of this Lease and such default shall continue for more than 30 days after written notice specifying such default, or such other reasonable period of time, so long as Tenant is diligently pursuing corrective action, not to exceed a period of 90 days, shall constitute a breach of this Lease, and termination of the Lease at the written election of Landlord. 13 .2 Insolvency. If Tenant shall make any assignment for the benefit of creditors or file a voluntary petition in bankruptcy or be by any court adjudicated a bankrupt or take the benefit of any insolvency act or be dissolved pursuant thereto, voluntarily or involuntarily, or if a receiver or trustee of Tenant and/or its property shall be appointed in any proceedings other than bankruptcy proceedings, such appointment or petition for an arrangement or reorganization, shall constitute a default by Tenant. 13 .3 Remgdies on Default . Upon the happening of any one or more of the event of default above mentioned, and provided it has not been cured within the time periods set forth herein, this Lease and the term hereof shall, upon a date specified in a notice, by registerad or certified mail from the Landlord co the Tenant, wholly cease and terminate with the same force and effect as though Sent by:. TECHNICAL SERVICES 303 657 4339; 11/01/99 5:20PM;Jng X379;Page 20/26 • x . i. • • the date so specified were the date hereinabove set forth first as the date of the expiration of the original term of this Lease and thereupon, or at any time thereafter, the Landlord may re-enter said Demised Premises either by farce or otherwise, and of the Acme have the possession as of its former estate, and/or may recover possession thereof in the manner prescribed by the statute relating to summary proceedings, or similar statutes, it being understood that no demand for the rent and no re-entry for condition broken and no notice to quit possession or other notice prescribed by any such statute shall be necessary co enable the Landlord to recover such possession. Upon a breach by Tenant, Landlord may exercise any right given by law or by this Lease. Notices required shall be given to: To Landlord: D & S Mining, Inc. c/o Freda Lee Dreiling 4025 Weld County Road 23 Fort Lupton, Colorado 80621 • D & S Mining, Tnc . • c/o Myrna Kay Slabaszewaki 11471 Weld County Road 10 • Fort Lupton, Colorado 80621 With Copy to: . Michael R. Dolan, Esq. Dolan & Associates. '_790 East Bridge Street Brighton, Colorado 80601 To Tenant: Richardson Contracting, Inc. Gordon Bartz - vice President 29680 WCR 57 P.O. Box 866 Greeley, Colorado 80631 • or at such addresses as either party may hereafter or from time to time may designate by written notice to the other party given in accordance with this Article. Notice shall be considered given when actually hand delivered or mailed via certified mail, return receipt requested, and shall be considered received on the earlier of the day on which such notice is actually received by the party to whom such notice is addressed or the third day after such notice is mailed as sec out above. Sent by:. TECHNICAL SERVICES 303 657 4339; 11/01/99 5:21PM;, 6379;Pege 21/26 • As additional consideration for the mutual promises contained herein, and in settlement of prior claims between the parties, in the event of default by Tenant, the Landlord may bring an action • for and recover as additional damages hereunder, $3, 000.00 in attorneys' fees and costs incurred in disputes between Tenant and Landlord as a result of Tenant's defaults under prior Leases. 13 .4 Right to Possession on Default. Upon the default of Tenant herein and the Tenant's failure to remedy the default as set forth herein, Landlord shall thereafter have the right to the immediate possession of the demised premises. Upon the expiration or termination of this Lease, Tenant shall remove all property of Tenant and should Tenant fail to do so, Landlord may cause all of the said property and improvements to be removed at the expense of Tenant and Tenant agrees to pay all reasonably necessary costs and expenses thereby incurred. If, as the sole result of the removal of the Tenant's property and any portion of the Demised Premises are damaged, the Tenant shall pay to the Landlord the reasonable cost of repairing such damages unless due to negligence of Landlord, its agents, servants, employees, and contractors. Tenant' s obligation to observe or perform this covenant shall survive the expiration or other termination of the term of this Lease. In the event that Tenant shall continue in occupancy of the Demised Premises after the expiration of the term, such occupancy shall not be deemed to extend or renew the term of this Lease, but Tenant, at the option of Landlord, shall be deemed to be occupying the Demised Premises as a tenant from month to month upon the covenants, provisions, and conditions herein contained insofar as the same are applicable to a month-to-month tenancy as set forth in Paragraph 11. 1 . Failure of either party 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 either party 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 provision of this Lease or a consent to any subsequent breach of the same cr any other provision. .%If any action by'either party shall require the consent or approval of such action dn anyone occasion shall not be deemed a consent to or approval of said action on any subsequent occasion or a consent to or approval of any other action on the same or any subsequent occasion. Any and all rights and remedies . which either party may have under this Lease or by operation of law, either at law or in equity, upon any breach, shall be distinct, separate, and cumulative and shall not be deemed inconsistent with each other; and no one of them, whether exercised by said party or not, shall be deemed to be in exclusion of any other; and any two or more or all of such rights and remedies may be exercised at the same time. 13 . 5 Landlord's Default. In the event the Landlord fails to Sint by:. TECHNICAL SERVICES 303 657 4339; 11/01/99 5:21PM;,b 8379;Page 22/26 perform any obligation set forth in this Lease or if the Landlord shall default in the observance of any of the other terms, covenants and conditions of this Lease and such default shall continue for more than 30 days after written notice specifying such default, or such other reasonable period of time so tong as Landlord is diligently pursuing corrective action, it shall constitute a breach of this Lease. If the Landlord fails to cure the default after notice has been provided as set forth herein, the Tenant shall have the right to pursue any and all remedies available to it, including a termination of this Lease. )c�y. INDEMNIFICATION OF LANDLORD AND TENANT 14 .1 Litigation Aaainst Tenant. If the Landlord shall be made party to any litigation commenced against the Tenant, then the Tenant shall pay all expenses, costs, and reasonable attorneys' fees incurred by or imposed on the Landlord in connection with such litigation, and such expenses, costs, and attorneys' fees shall be additional rent due on the last ran: day after service of notice of such payment or payments, together with interest from the date of payment, and shall be collected as rent unless the Landlord shall be made a party by reason of any independent liability of the Landlord caused by soma act or omission on the part of the Landlord and not resulting from any act or omission on the part of the Tenant or from the execution of the Lease by the Landlord. 14 . 02 Litigation against Landlord. If the Tenant shall be made party to any litigation commenced against the Landlord which does not arise from this Lease or the use of the demised premises, then the Landlord shall pay all expenses, costs and reasonable attorneys' fees incurred by or imposed on the Tenant in connection with such litigation, and such expenses, costs and attorneys' fees shall be due on the last rent day after service of notice of such payment or payments, and shall be paid unless the Tenant shall be made a party by reason of any independent liability of the Tenant caused by some act or omission on the part of the Tenant and not resulting from any act or omission on the part of the Landlord. 14.03 aratialithjsmagaismengun. In the event that any claim arises out of this Agreement, whether it results in litigation or not, the losing party shall pay all expenses, costs and reasonable attorneys' fees incurred by or imposed on the prevailing party in connection with such litigation or claim. 14. 04 Indemnification. Tenant shall indemnify and hold the Landlord harmless from any and all liability, loss or damage Landlord may suffer as a result of claims, demands, costs or judgment against Landlord arising out of or in any way connected with Tenant's use and occupancy of the property and/or Tenant' s breach of the performance of its obligations under this Agreement, including any and all claims by Federal, ' State or County authorities under CERCLA or other similar laws. This indemnity 10 4e fJ Sent by:. TECHNICAL SERVICES 303 657 4339; 11/01/99 5:22PM;,/ 1379;Psge 23/26 • • • • • • • shall continue after and specifically survive the termination of the Lease. Tenant shall pay all costs, expenses, reasonable attorneys' fees and liability incurred by Landlord in defending such claims, regardless whether a lawsuit is ever commenced, or whether, if commenced, the same proceeds to judgment or not. Tenant shall reimburse Landlord for all costs and expenses, including but not limited to, reasonable attorneys' fees and costs incurred by Landlord in any court action brought by Landlord to recover any rent due and unpaid under the terms hereof, or for the breach of any of the terms and conditions contained herein, or to recover possession of the property, whether or not such court action shall proceed to judgment or not. • 14.05 Indemnification of Liens. Tenant shall indemnify, hold harmless and defend Landlord from any liens arising out of any work performed or materials furnished to the demised premises at Tenant' s direction. If such a lien is filed, Tenant shall discharge all such liens within 10 days of filing, but if Tenant desires to contest any such lien, Tenant shall within such 10 day period deposit with Landlord or the Court the amount of the lien or such reasonable security as Landlord may demand to insure payment of the lien claim, including but not limited to interest, costs and reasonable attorneys' fees. Such required deposit may be reasonably increased on Landlord's demand from time to time and shall bear interest. If Tenant fails to deposit or increase such security with Landlord, Landlord shall have the right to expend all sums necessary to discharge that lien and Tenant shall pay all sums expended related to such lien (including reasonable attorneys' fees, costs, and interest) to Landlord upon demand plus a charge of the lesser of $1, 500 .00 or 50% of the total dollars expended by Landlord as liquidated damages caused Landlord for the inconvenience of discharging such lien. 14 .06 Indemnity. The parties agree to indemnify and hold each other harmless from claims by third parties except these claims based upon the terms, conditions and• covenants of this Agreement and/or tenants mining and subsequent reclamation of Landlord's property. )(V. EMINENT DOMAIN 15 . 1 If, after the execution and prior to the expiration of the term hereof, the whole of the Demised Premises shall be taken - under the power of eminent domain by any public or private authority, then this Lease and the term hereof shall cease and terminate as of the date of such taking, with the right of Tenant, at its election, to continue to occupy the Demised Premises, subject to the terms of this Lease, for all or such part, as Tenant may determine, of the period between the date of such taking and the date when possession cf the Demised Premises shall be taken by the taking authority, and any unearned rent or other charges, if any, paid in advance, shall be refunded to Tenant. Tenant sh111.) r9 1 1 / v Sent by: TECHNICAL SERVICES 303 857 4339; 11/01/99 5:23PM;,t N379;Page 24/28 • • not be entitled to any portion of the payment for eminent domain proceedings or settlement. XVI. MISCELLANEOUS 16. 1 kerformarlpg by landlord. Tenant agrees that if Tenant fails to perform any act or take any action under this Agreement, • Tenant is required to perform or pay, or to pay any money which hereunder Tenant is required to pay Landlord, in Tenant's name, or in its own name, or otherwise may perform or cause to be performed such acts or take such action or pay any money in any expense so incurred by Landlord and any money so paid by Landlord shall be due and payable by Tenant to Landlord no less than 10 days after written demand, and if not paid when due, shall constitute a .default under this Lease and shall thereafter bear interest at the rate of 10% per annum until paid in full . 16.2 Relationship of Parties. Nothing herein shall be deemed or construed by the parties hereto nor by any third party as creating the relationship of principal and agent, partners, or joint venturers between the parties hereto, and it is understood and agreed that neither the method of computation of rent nor any other provision contained herein shall be deemed to create any relationship between the parties other than the relationship of Landlord or Tenant . 16.3 Recording. The parties agree that this Lease may not be recorded. Such recording shall constitute a breach of the Lease and the non-recording party may immediately thereafter declare this Lease null, void and of no further force and effect. A memorandum of this Lease, as agreed :o by the parties, shall be recorded in the records of Weld County. A memorandum of the water lease, as agreed to by the parties, shall be forwarded to the secretary of the Brighton Ditch company to advise of the Lease of the water stock. 16. 4 Amendment . This Agreement may be modified, amended, changed or terminated, in whole or in part, oily by agreement in writing duly authorized and executed by both parties hereto. 16. 5 Waiver. The waiver of any breath of any of the provisions of this Agreement by either party shall not constitute a continuing waiver or a waiver of any subsequeit breach by said . party either of the same or of another provision of this Agreement . 16.6 Remedies cpmulative . Any and all remedies of Landlord and Tenant hereunder shall be in addition to, and not in limitation of, all other remedies available to the parties at law or at equity. 16. 7 Exclusive Agreement. This Agreement contains the entire agreement between the parties and no statement promise, or 1, .�l.r�.r� Sent by:. TECHNICAL SERVICES 303 657 4339; 11/01/99 5:23PM;,Js #379;Pege 25/26 • inducement made by either party or the agent of either party that is not contained in this Agreement shall be valid or binding. 16.8 For Convenience Only. The article and paragraph headings, captions and titles contained herein are intended for convenience and reference only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement. 16 .9 Severability. Invalidation in any of the provisions of this Agreement or any paragraph, sentence, clause, phrase or word herein, or the application thereof in any given circumstance shall not affect the validity of the remainder of this Agreement . 16 .10 Binding Affects. This Agreement shall be immediately binding upon and inure to the benefit of all the parties hereto and their respective heirs, persona representatives, successors and permitted assigns. 16. 11 Joint and Several Liabilities. If there is more than one person or entity constituting Tenant, the obligations of such persons or entities shall be joint and several. 16. 12 Tine of tbq Essence. Time is of the essence for the performance of each and every provision hereof. 16 . 13 Governing L . This Agreement shall be construed in accordance with the laws of the State of Colorado and venue shall be proper in Weld County, Colorado. 17 . The Landlord, its successors, agents and family members thereto shall continue to have access to the property herein demised for purposes of hunting and fishing on a not-to-interfere basis with the mining operation, but Tenant shall have no liability with respect to bodily injuries or accidents which may occur. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. LANDLORD: TENANT: D & S MINING, INC. RICHARDSON CONTRACTING, 'INC. -7 / • /p ese Freda Lee Drei rig 7 Gordon Hartz, Vic President ik� e�v /f Myrna Kay Slabaszewski Gordon Bartz (7- 13 Sent by: TECHNICAL SERVICES 303 657 4339; 11/01/99 5:24PM;Jej g379;Page 26/26 I. t. EXHIBIT A WiThe W 1/2, SW 1/4 of Section 7, T. 1 N. , R.. 66 W. of the 6th P.M. 4 ;,, (Contains 80 acres more or less) , together with kilry.i ) The E 1/2, SR 1/4 of Section 12, T. 1 N. , R. 67 W. of the 6th P.M. (Contains 80 acres more or less) together with The NE 1/4, NW 1/4 of Section 12, T. 1 N. , R. 67 W. of the 6th P.M. (Contains 40 acres more or less) Reserving, however, unto Landlord all oil, gas and other hydrocarbons and all other minerals except gravel. • 14 hi "))J • Sent by: TECHNICAL SERVICES 303 857 4339; 11/01/99 5:15PM;,/ C379;Page 9128 • CcsLe SATiWet' A • ADDENDUM TO LEASE AGREEMENT BETWEEN D & S MINING, INC. AND RICHARDSON CONTRACTING, *INC. IN CONJUNCTION with the Lease Agreement, dated August 15, 1996 Richardson Contracting, Inc_ and Ron Richardson, hereinafter Tenant, and Freda Lee Dreiling, hereinafter Landlord, agree as follows : 1. Tenant requires an ingress and egress route to and from the mined property in said Lease Agreement; 2. Landlord is the owner of chat certain parcel of property described on Exhibit A to this Addendum; 3 . Landlord is a shareholder of D & S Mining, Inc. and desires to facilitate the implementation of the Lease Agreement; 4_ In consideration of the foregoing and the promises and covenants contained herein, Landlord and Tenant agree as follows: A. During the tern of the Lease Agreement referred to, Tenant shall have the use of the property described in Exhibit A. B. Tenant's use shall be limited to use for ingress and egress to the mined lanc under the terms of the Lease Agreement, together with the establishment of scale or weigh facilities in conjunction with the mining operations a: Tenant's sole expense. Upon the additional written consent of Landlord, Tenant may prepare the property for sublease to a third party for use as a batch plant or other processing facility which will use the aggregate which is mined under the Lease Agreement . IL the Tenant enters into a lease with any subtenant, the Tenant shall pay Landlord additional rents as set out in paragraph S. Tenant shall not U98 the property for any other purpose than that set out above without the expressed written consent of Landlord and shall not permit any use of the property which will or may cause environmental injury cc the property or cause any hazardous materials or waste to be placed on said premises . Any sublease may be entered'into only upon the express written consent of Landlord which the Landlord may grant or deny in its sole discretion. C. Any breach or termination of the Lease Agreement shall constitute a breach or termination of this Lease Addendum. D . Tenant shall insure the premises for liability protection in the minimum amount of $1, 000, 000 . 00 and shall provide proof of insurance to Landlord. 5 Tenant shall pay all taxes on the property described herein when di:e . 'Sent by: TECHNICAL SERVICES 303 857 4339; 11/01/99 5:15PM;, #379;Pege 10/28 • F. Tenant shall maintain the property including, but not limited to, fences as required by Landlord, mowing weeds and maintaining and repairing the water well on the property as necessary at Tenant's sole expense. G. The water well on the prcperty shall be used for domestic in-office purposes only. • H. The parties hereby incorporate by reference all the covenants of the underlying Lease Agreement. including all covenants of breach and indemnification, as though fully set forth herein. I . Upon the completion of the Lease term, or if so oner terminated, Tenant agrees to return the leased sed property in its original condition with the exception of those permanent improvements agreed to in any separate writing between the parties. 5 . If the Tenant enters into any sublease cf the property for the purposes allowed hereunder, the Tenant shall pay the Landlord 50% of the gross rent received for the use of any portion of the property which is subleased in addition to any other rent to be paid hereunder. 6 , In exchange for Tenants use of said property solely for the purposes set out herein, the Tenant shall compensate Landlord by providing in kind payment in the form of services and materials supplied as agreed to between the parties. 7 . Landlord may sublease the premises for use as pasture ground or any other use which does not materially interfere with the use approved herein for Tenant and shall retain all rent received therefrom. Tenant shall notify Landlord at any time said uses may interfere with the uses approved herein by Tenant . 8 . Tenant must leave all existing buildings in their present location and condition and agrees to make no alteration, removal, repair or change to any building or structure on the premises without expressed written consent of the Landlord. 9 . Tenant agrees to obtain any new zoning, •permitting or any other governmental approval necessary to thel Tenants proposed use or subleasees use of the premises at Tenant's sole and individual expense. 10. This instrument embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein; and this contract shall supersede all previous communications, representations cr agreements, either verbal or written, between the parties. 11. :n the event of any dispute over the within lease or in any action necessary to enforce the within agreement, the 2 "Sent by: TECHNICAL SERVICES 303 657 4339; 11/01/99 5:1SPM;, #379;Page 11/28 • prevailing party shall be entitled co recover from the non- prevailing party all of their attorneys' fees and colts they incurred in said action . IN WITNESS WHEREOF the parties have entered into the within Addendum this II day of October, 1996 . LANDLORD T ,J • Freda Dreiling ge R ar•r.n ,ntrack , Inc . • Ro i adson, President �a n J, R R r• -on, In.svidual y • • • II ti 3 Sent by: TECHNICAL SERVICES 303 657 4339; 11/01/99 5:16PM;,Jp( #379;Page 12/26 4. 'EXHIBIT A • The West 30 acres of the West 1/2 of the Southeast 1/4, section 1, Township 1 North, Range 67 West of the 6th P.M. , Weld County, Colorado- • • • • 4 Sent by: TECHNICAL SERVICES 303 857 4339; 11/01/99 5:12PM;Jarax #379;Page 2 e ASSIGNMENT, AMENDMENT AND CONSENT AGREEMENT This Assignment, Ante and Consent Agreement (" �.ellt.nt") is made and entered into this y of ,44> 4L. . , 1998, by and among Mobile Premix Concrete, Inc., a Colorado corporation, the address of which, for purposes of this Agreement, is 1400 West 64° Avenue, Denver, Colorado 80221, ("Assignee") Richardson Contracting Inc., a Colorado corporation, the addresses of which, for purposes of this Agreement. arc 29680 Weld County Road 57, P.O. Box 866, Greeley, Colorado 80631 ("Assignor"), D & S Mining, Inc., a Colorado corporation, the addresses of which, for purposes of this Agreement are do Freda Lee Dreiling, 4025 Weld County Road 23, Fort Lupton, Colorado 8062I and do Myrna K. Slab*szewski, 11471 Weld Comity Road 10, Fort Lupton, Colorado 80621 ("Landlord"), Freda Lee Dreiling, the address of whom, for purposes of this Agreement, is 4025 Weld County Road 10, Port Lupton, Colorado 80621 ("Dreiling"), Ron Richardson, the addresses of whom, for purposes of this Agreement are 29680 Weld County Road 57, P.O. Box 866, Greeley, Colorado 80631("Richardson"), and Gordon Bartz, the addresses of whom, for purposes of this Agreement are 29680 Weld County Road 57, P.O. Box 866, Greeley, Colorado 80631 ("Bartz"). Richardson and Bartz may occasionally be hereinafter referred to as the "Guarantors". iMA A. WHEREAS, Assignor entered into that certain Lease Agreement dated 15. 1996 which the in Inch Landlord is theLandlord and August the r is the Te nant, extaaru, and, in which the Landlord granted to the Assignor the right to mine for gravel on certain real property located in Weld County, Colorado("D &S Lease"); and B. WHEREAS, by a certain Addendum to Lease Agreement dated October 17, 1996. Assignor obtained a right-of-way and batch plant lease across and on real property adjoining the real property which is the subject of the D & S Lease from Freda Lee Dreiling ("Dreiling Lease"), and C. WHEREAS, Richardson, a principal in the Assignor, was also named in the Dreiling Lease as a tenant; and D. WHEREAS, The D & S Lease and Dreiling Lease may herein after be collectively referred to as the "Leases"; and E. WHEREAS, Assignor and Richardson desire to assign the Leases to Assignee on the terms and conditions set forth herein; and F. WHEREAS, Assignee desires to assume the Leases on the terms and conditions set for herein; and ' t 6 Sent by: TECHNICAL SERVICES 303 657 4339; 11/01/99 5:12Pt1;,/ #379;Page 3 G. WHEREAS, the assignment dcscrlbcd herein and above shall herein after be referral to as the "Assumption"; and H. WHEREAS, the parties hereto desire to extend the term of the Leases to August 15, 2018; and I. WHEREAS, the assigmnents and extensions described herein above shall herein after be referred to as the "Assignment And Extension"; and J. WHEiREAS, the Landlord desires to consent to the Assumption and the Assignment And Extension on the terms and conditions set forth herein; and K. WHEREAS, to induce the Landlord, in part, to enter into this Agreement, the Guarantors desire to personally guarantee the Leases and this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the covenants and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. The terms of the Leases are hereby extended to and including 12:00 midnight on August 15, 2018, unless sooner terminated pursuant to the terms of the Leases or by operation of law. In the event that the D&S Lase is terminated prior to August 15, 2018 then the Dreiling lease shall terminate at the same time as the n && S Lease. In the event that the Dreillag Lease is terminated prior to August 15, 2018 then the D &S Lease shall terminate at the same time as the Dreiling Lease. 2. The Assignor and Richardson hereby assign the Lases to the Assignee. 3. The Assignee hereby assumes the Leases from the Assignor and Richardson. 4. Pursuant to Sections 9.3 and 7.2 of the D & S Lease, the Landlord hereby consents to the Assumption. 5. Dreiling hereby consents to the assignment of the Dreiling Lease by the Assignor and Richardson to the Assignee and the extension of the term of the Dreiling Lease. 6. All of the parties hereto acknowledge and agree that the Assignee shall have no liability whatsoever for any breaches or alleged breaches of the Leases which occurred prior to the date first set forth hereinabove. 2 Sent by: TECHNICAL SERVICES 303 657 4339; 11/01/99 5:13PM;, #379;Page 4 • 7. The Landlord hereby acknowledges and confirms that there exist no uncured defaults, or conditions or events which with the giving of notice or the passage of time or both would constitute events of default by the Assignor under the n && S I Mr. Landlord represents, for the benefit of the Assignee, that Landlord has received no claim or notice of default from anyone as a result of the actions or operations of Assignor under the D &S Lease. 8. Dreiling hereby acknowledges and confirms that there exist no uncured defaults, or conditions or events which with the giving of notice or the passage of time or both would constitute events of default by the Assignor under the Dreiling Lease. Dreiling represents, for the benefit of the Assignee, that Landlord has received no claim or notice of default from anyone as a result of the actions or operations of Assignor under the Dreiling Lease. 9. Landlord and Ditiling covenant and agree, at the request of the Assignee or the Assignor to execute a short form memorandum lease for recording any matters set forth in the Leases and this Agreement such as the names of the parties, the subject properties, the term, and such other information as Assignee or Assignor reasonably requests to give notice of the Leases and this Agreement, as amended and assigned. 10. In consideration of the Landlord executing this Agreement, Richardson and Hartz irrevocably and unconditionally guarantee payment when due, whether by acceleration or otherwise, of the Leases and this Agreement and of all modifications thereof now or hereafter entered into with the Landlord and all the obligations and liabilities due and to become due to Landlord pursuant to the ceases and this Agreement, together with all interest thereon sad all reasonable attorneys fee, costs and expenses of collection incurred by the Landlord in enforcing any such obligations and liabilities. Richardson and Bartz specifically waive notice of assignment by the landlord. Richardson and Bartz hereby agree and consent to any assignment of the guarantees contained herein, in which event such guarantees shall inure to the benefit of any such assignee with the same force and effect and though the assignee was specifically named in this guarantee. 11. Except as expressly modified herein, the Leases shall remain in hell force and effect in accordance with their terms. LANDLORD: D & S MINING, INC. • By: 4cest4 GO liy icA v r LEE DR a o SKI Its: Uft I ��t� Its: [ Key Zen • • Sent by: TECHNICAL SERVICES 303 857 4339; 11/01/99 5:13PM;, a379;Pege 5/28 FREDA LEE PEELING, Indifidua Y (executed in connection with the Dreiling Lease only) _ 194.4 R RI( ' ►.. •N, Individually ( in connection with the Dreiling Lease only) ASSIGNOR: RICHARDSON CONTRACTING, INC. a Colorado corporation By: R N Its.- ASSIGNEE: MOBILE PREMIX CONCRETE, a C fiat By: Its: • GUARANTORS: kPrzr RILRDSON, ndividually RDON BART'Z, Ind' ' fly ' 4 : 1714:99 : 1:13PM 303 657 4413-. PARCEL. MAURO:025 • ASSIGNMENT AND BILL OF SALE This Angevin and Bill of Sale(this"Assignment")is made and entered into this Z day of Arr.►L- , 1998,by and between RICHARDSON CONTRACTING, INC.,a Colorado corporation("R.C.I.")and RON RICHARDSON("Richardson"),whose address is do Richardson Contracting.Inc..P.O.Box 866. Greeley,Colorado 80632.and MOBILE PREMIX CONCRETE,INC.,a Colorado corporation("Mobile"),whose address is 1400 Want 64th Avenue,Denver,Colorado 80221. ASSIGNMENT 1. Far and in consideration of$10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by RC.I. and Richardson(collectively "Assignors'),Assignors have sold,assigned and conveyed and do hereby sell,assign and convey to Mobile all of Assignors'right,title and interest in and to the following: a. All assignable rights under Division of Minerals and Geology Permit#14- 85-088,Port Lupton Pit,and all other permits, land use and zoning authorizations related to operations on the properties sul ect to the Lease Agreement dated August 15, 1496.between RC.I.and D Sr S Mining,Inc.,a Colorado corporation,for mining of gravel on certain real property in Weld County.Colorado(the"D& S Lease") and the Addendum to Lease Agreement dated October 17, 1996,between Freda Lee Dreiling and R.C.1.and Richardson(the"Dreiling Lease"),for a right-of-way and batch plant lease across and on certain land adjoining the I)& S Lease. b. All existing orpolte menial inventories on the properties subject to the D&S Lease and Dreiling Lease,consisting of the agreed quantities set forht on Schedule I hereto. e. AU water rights,exchange agreements,augmentation plans and other rights to or agreements for use of water in connection with gravel mining and processing operations under the D&S Lease or broiling Lease or on the lands sul*e thereto. 2. RC.I. represents and warrants to Mobile that R.C.I.has good and marketable title to,and there are no liens or encumbrances on or affecting,the on-site material inventories assigned and conveyed hereunder. Rcv BY:PM_&S ____ __ __ : 1-14-99 : 1:14PM : 303 657 4413-+ ___ __ PARCEL MAURO:#2B alt sc Executed this ` day of ('►" I"L L— , 1998. RICHARDSON CONTRACTING,INC.,a Colorado corporation ar teda Rsi R1C SON All assigned pertaita and authorisations are assumed by Mobile as to all obligations arising after the date of this Assignment. MONEY PREMIX CONCRETE.INC., a Colorado corpondon By - t' • • -2- • "EXHIBIT,B!" Right of way, whether in fee or easement only, for undisclosed purposes, as granted to Elsie Thiebault by Lena Ackerson and Harold Ackerson, recorded Febrility 7, 1947' in Book 1197 at Page 229, affecting the following described property, The West 20 feet of the SE1/4 Terms, agreements, provisions, conditions, obligations and easements as contained in Agreement recorded February 24, 1944 in Book 1221 at Page 552 . Laramie Seepage and Drainage Ditches, and any and'•al,l rights of way therefore, as evidenced by Map and Statement fijleti'March 22, 1910 as Reception No. 153271, in which the specific location- is. not defined. All ores and minerals, including oil and gas as reserved by-The Great 1948, Western in Book 1234wat Page ay a34,ny i and n hany interests e Deed etherein ord rrights thereunder. (Affects part of SE1/4) Oil and gas lease between Doris Ackerson, as Executrix pf the Estate of Lena Ackerson, deceased and T. S. Pace dated starch 19, 1970, recorded April 22, 1970 in Book 624 as Reception No. 1545940, and any interests therein or rights thereunder: • NOTE' \ Amendment recorded December 18, 1972 in Book 682 As Reception No. 1603741. Note, Extension of the above.lease ad claimed by Affidavit of{, Production, pursuant to CRS 38-42-106, by Amoco Production Company, recorded October 24, 1974 in Book 725 as Reception No, 164'1353. • Right ofv,way, whether in fee of eabetnent only, to construct, mairltain; • inspect, operate„kejf1&de• change, or remove a road approximately 30 feet wide, hid g ahEed to Amoco Production Company, a Delaware Cotpotat bit by Ddtis Ackerson, • recorded January 11, 1973 in Book 683' as keteption No. 1605178, as more particularly described in said ihSttdMent, (Affects SEX/4) • Right of way, whether in fee dt easement only, for pipe lines and appurtenances, granted to Colorado Interstate Corporation by Doris R. Ackerson, Executrix of the Estate of Lena Ackerson by instrument recorded November 19, 1g73 in Book 703 as Reception No. 1625016, in which the specific lodhtion of the easement is not 'defined. (Affects SE1/4) Right of way, whether in fee or easement only for a pipe line and appurtenances, granted to Panhandle Eastern Pipe Line Company by The Lena Ackerson Estate by instrument recorded December 2, 197.5 in Book 754 as Reception No. 1615875, in which the specific locatidn of the easement is hot defined. Right• of way, whether in fee or. easement only, for ele'ctrical / facilities and appurtenances, gr&nted to Union Rural Electr'i'c 'Association, Executrix by instrument n re or d Ackerdon tDorisAckerson recorded June 15, 1977in Book 800 as Reception No. 1721935, in which the specific location of the easement is not defined. • Right of way, whether in fee qt easement only, for pipe line ,or p pe lines and appurtenances granted to Continental Pipe Line Company, a Delaware corporation by Mytna Slabaszewski by instrumeht recorded February 22 1960 in Book 896 as Reception No. 1817709, in which the specific location of the easement: is not defined. (Affects SE1/4SW1/4) Right tf way, whether in fee or easement only, for a pipe line or pipe lines and appurtenances granted to Continental Pipe Line Company, a Delaware corporation by Myrna Kay Slabaszewski by • instrument recorded September 8 1981 in Book 946 ad Reception No. 1868407, in which the specific location of the easement is not defined. (Affects W1/2W1/2SW1/4SE1/4)• Right of way, whether in fee or..beeeiient gril' for a pipe line and appurtenances, granted to K front Rangp Gathering Company, a Colorado corporation by Myrtle slabdbjegplci and Freda broiling by instrument recorded August 13,;;1993 in, ook 1397 as Reception No, 2346144, in which the specific location of the easement is not defined, (Affects SE1/4) Matters of Survey as shown oh )sand SUrvey Plat recorded May 12,'`'1992 in Book 1336 ad Reception Rol 2387783, • ESCROW NO. : 8048616B DATE : June 15 2000 "EXHIBIT A" LEGAL DESCRIPTION PARCEL 1 : The S1/2 of the East 60 acres of the SW1/4 of Section 12, and the W1/4 .of the SW1/4 of the SE1/4 of Section 12, all in Township 1 North, Range 67 West of the 6th P.M. , County of Weld, State of Colorado. . PARCEL 2 : The East 30 acres of the SW1/4 of the SE1/4 of Section 12, Township 1 North, Range 67 West of the 6th P.M. , County of Weld, State of Colorado. • Both Parcels I and II are granted subject to a dry up covenant related to the Brighton Ditch dated June 26, 2000 . - it No water. rights are granted or conveyed with Parcels I or II . • • \\ j, : / . $20.00 S50.00 WARRANTY DEED doc fee THIS DEED, Made this 26th day of June, 2000 between Myrna Kay Slabaszewski formerly known as Myrna Kay Ackerson of the County of Weld and State of Colorado,. grantor, and Mineral Reserves, Inc. , a Colorado corporation a corporation organized and existing under and by virtue of the laws of the State of COLORADO, grantee: whose legal address is 1400 W. 64th Avenue, Denver, Colorado 80221 WITNESSETH: That the grantor, for and in consideration of the sum of FIVE HUNDRED THOUSAND AND 00/100, ($500,000.00) DOLLARS, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents doss es grant, bargain, sell, convey and confirm, unto the grantee, its_successors and situate,lying as ndall beingeineal t eprCounty ofgether with Weld and State of Colorado, described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF also known by street and number as vacant land, , Colorado TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances. TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances, unto the grantee, its successors and assigns forever. And the grantor, for himself, his heirs and personal representatives, does covenant, granty bargain, and agree to and with the grantee, its successors and assigns, that at the time of the ensealing and delivery of these presents, he is well seised of the premises above conveyed; has good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and has good right, full power and lawful authority to grant, bargain, sell a₹id convey the same in manner and form as aforesaid, and that the same are free and clear from all former and other grants, bargains, sales, liens, taxes, manta, encumbrances and restrictions of whatever kind or nature soever, except general taxes for 2000 2 and subsequent years; except easements, restrictions, as more particularly set forth on Exhibit E0 attached of record, if any; The grantor shall and will WARRANT AND FOREVER DEFEND the above-bargained rem C�\in the quiet and peaceable possession of the its successors and assigns, /l against grantee, `//`� all and every person or persons lawfully claiming the whole or any part thereof. The singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. IN WITNESS WHEREOF, The grantor has executed this dee on the date set for b • Sla zewsk FICA Ackerson STATE OF COLORADO • } } ss. The foregoing instrument was acknowledged before County of Weld } me this 26th day of June, 2000, by Myrna Kay Slabaszewski formerly known as Myrna Kay Ackerson ' My commission expires 10-17-2002 Witness my hand and official s ret lenclwitan MELINDA • NOTARY PUBLIC • Sou 4th Aven No. 952. L@ R ue Rev. 3 85 ig on, COLORADO 80601 eineSt _ . . . • • k...'. "EXHIBIT; B" continued ' • • Any question as to the size or location of the subject property and as to the encroachment of the EUbject property onto adjoining property. • (Affects SW1/4 and SE1/4) Ro d on aMapvof Welder the SCountyly portion of the subject property as shown Right of way, whether in fee: or easement only, for pipelines and appurtenances, granted to HS Resources, Inc, by Myrna Kay-Noo. 2747864, in whichuthetspecific recorded locationYof the easement is 00 as eppi of-' defined. Notes/comments and matters of Survey as shown on ALTA/ACSM. Land Title Survey, dated June 20, 2000 by Robert M. Sayre, Job Noy: . MYRNA-S1. • • • • • • • • 1 • • • • • • • • • • • • II • ;M .� �'';II. ti> x # . 33 st4*f as. . .•h t f x h d- nx. ` • , • . . i { ;: nrF aL Oct, IS• �`"• r. . . •.: ,.L . i' A�r`iit, e. Ytiy, .• } M^ '. � it • a , ASSIGNMENT For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Myrna Kay Slabaszewski, formerly known as Myrna Kay Ackerson ("Assignor"), whose address is 11471 Weld County Road 10, Ft. Lupton, Colorado 80621, has sold and conveyed and hereby sells and conveys to MINERAL RESERVES, INC., a Colorado corporation, whose legal address is 1400 W. 64th Ave., Denver, Colorado 80221 ("Assignee"), all of Assignor's right, title and interest as lessor in oil, gas and other mineral leases now in effect to the extent and only to the extent any such leases pertain to the real property described in Exhibit A attached hereto and incorporated by this reference ("the Conveyed Property") which is being conveyed to Assignee by Assignor contemporaneously herewith. This assignment includes without limitation, Assignor's interest in that certain Oil and Gas lease between Doris Ackerson, as Executrix of the Estate of Lena Ackerson, deceased, and T.S. Pace dated March 19, 1970,recorded April 22, 1970 in Book 624 as Reception No. 1545940 to the extent it pertains to the Conveyed Property. Assignee hereby assumes any and all obligations of the Assignor as-lessor under said leases arising after the date of this Assignment to the extent they pertain to the conveyed Property. Executed this 26th day of June,2000. QC•eatiark MINERAL RESERVES, INC., a Colorado corporation kerson , formerly .✓ known as Myrna Kay Ackerson By: • (Title) yp�� • STATE OF COLORADO ) � n )ss. COUNTY OF�%l�ta/vra,) This instrument was acknowledged before me this 26th day of June, 2000 by Myrna Kay Slabaszewski, formerly known as Myrna Kay Ackerson. Witness my hand and official seal. a\N My commission expires: t O' 11- �-- = Ap r pv. ft 1jttL) [ SEAL] gip `NotaryPub . ' • h`%, OF OA.%Qty", r STATE OF COLORADO ) ss. COUNTY OF ) � This y ins t was acknowledged before me/� this 26th day of June,2000 by lt.C21.0.c /�.y� , as (&er 1. tcs rnaa -ett"... of Mineral Reserves,Inc.,a Colorado corporation U Witness my hand and official seal. My commission expires: 1O"4'1' 1-W4-- '/ p t �'rrr _Notary Public _ MELINDA t HARMER / f ESCROW NO. : 0048616B DATE : June 15 2000 "EXHIBIT A" LEG➢1L DESCRIPTION e PARCEL 1: The 91/2 of the East 60 acres of the SW1/4 0£ Section 12;-and the W1/4 of the 9111/4 of the SE1/4 of Section 12, all in Township 1 North, Range 67 West of the 6th P.K., County of Weld, State of Colorado. PARCEL 2: The East 30 acres of the SW1/4 of the SE1/4 of Section 12, Township 1 North, Range 67 WeSt of the 6th P.M. , County of Weld, State of Colorado. is N TRANSNATION TITLE INSURANCE COMPANY 15 South 4th Avenue Brighton, CO 80601 Baker and Hostettler 303 E. 17th Ave. #1100 Denver, CO 80203 Attn: Jim King Order No. 8048616B C-6 June 22, 2000 RE: Mineral Reserves, Inc. A Colorado Corp./Slabaszewski, Myrna Kay vacant land This revised commitment reflects changes to the following items: Requirement (s) : Exceptions: We are pleased to have the opportunity to be of service. If you have any questions or changes, please contact Melinda S. Baessler at 303-655-9595 cc: Myrna K. Slabaszewski M.L. Tucker M. L. Tucker Mineral Reserves Attn: Duane Bollig Transnation Title - Brighton Melinda S. Baessler Robert M. Sayre R.L.S. , 1 • TRANSNATION TITLE INSURANCE COMPANY COMMITMENT FOR TITLE INSURANCE SCHEDULE A Commitment No. : 8048616B C-6 1 . Effective Date: June 6, 2000 at 7:00 A.M. 2 . Policy or policies to be issued: Amount Premium A. ALTA Owner' s Policy $ 500, 000.00 $1, 000. 00 Proposed Insured: Mineral Reserves, Inc. , a Colorado corporation B. ALTA Loan Policy $ 300, 000 .00 $75 .00 Proposed Insured: Myrna Slabaszewski Tax Certificate $90.00 Form 110. 1 (Delete 1 through 4 OTP) $195.00 3 . The estate or interest in the land described or referred to in this commitment and covered herein is fee simple and title thereto at the effective date hereof vested in: Myrna Kay Slabaszewski formerly known as Myrna Kay Ackerson 4 . The land referred to in this commitment is described as follows: (SEE ATTACHED PAGE FOR LEGAL DESCRIPTION) TRANSNATION TITLE INSURANCE COMPANY By Wanda L. Calhoon Authorized Signature Issued: June 22, 2000 WLC/jd -' TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8048616E C-6 SCHEDULE A - Continued LEGAL DESCRIPTION PARCEL 1: The S1/2 of the East 60 acres of the SW1/4 of Section 12, and the W1/4 of the SW1/4 of the SE1/4 of Section 12, all in Township 1 North, Range 67 West of the 6th P.M. , County of Weld, State of Colorado. PARCEL 2 : The East 30 acres of the SW1/4 of the SE1/4 of Section 12, Township 1 North, Range 67 West of the 6th P.M. , County of Weld, State of Colorado. Page 2 • - 7) TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8048616B C-6 SCHEDULE A - Continued REQUIREMENTS The following are the requirements to be complied with prior to the issuance of said policy or policies. Any other instrument recorded subsequent to the date hereof may appear as an exception under Schedule B of the policy to be issued. Unless otherwise noted, all documents must be recorded in the office of the clerk and recorder of the county in which said property is located. NOTE: PURSUANT TO SENATE BILL 91-14 (CRS 10-11-122) THE COMPANY WILL NOT ISSUE ITS POLICY OR POLICIES OF TITLE INSURANCE CONTEMPLATED BY THIS COMMITMENT UNTIL IT HAS BEEN PROVIDED A CERTIFICATE OF TAXES DUE OR OTHER EQUIVALENT DOCUMENTATION FROM THE COUNTY TREASURER OR THE COUNTY TREASURER'S AUTHORIZED AGENT; OR UNTIL THE PROPOSED INSURED HAS NOTIFIED OR INSTRUCTED THE COMPANY IN WRITING TO THE CONTRARY. NOTE: IF THIS TRANSACTION INCLUDES A SALE OF THE PROPERTY AND THE SALES PRICE EXCEEDS $100, 000.00, THE SELLER MUST COMPLY WITH THE DISCLOSURE/WITHHOLDING PROVISIONS OF C.R.S. 39-22-604 .5 (NONRESIDENT WITHHOLDING) . NOTE: EFFECTIVE SEPTEMBER 1, 1997, CRS 30-10-406 REQUIRES THAT ALL DOCUMENTS RECEIVED FOR RECORDING OR FILING IN THE CLERK AND RECORDER'S OFFICE SHALL CONTAIN A TOP MARGIN OF AT LEAST ONE INCH AND A CH. THE CLERK ANDEFT, RIGHT RECORDER MAY DREFUSE MTO RECORD IN FORTFIL LEAST ONE-HALF NEE ANY DOCUMENT DOES NOT CONFORM. A. Release by the Public Trustee of: Deed of Trust from Myrna Kay Slabaszewski to the Public Trustee of the County of Weld for the use of HarvestOne Funding, LLC, Limited Liability Corporation to secure $130, 000 .00 dated October 1, 1999 recorded October 7, 1999 as Reception No. 2725453 . (Affects Parcel 1) Page 3 .-) TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8048616E C-6 SCHEDULE A - Continued REQUIREMENTS B. A satisfactory affidavit and agreement (copy attached) indemnifying the Company against unfiled mechanics' and materialmen' s liens, executed by the persons indicated must be furnished to the Company, together with any additional premium required by the filed rates of the Company. Upon receipt of these items, pre-preprinted Item Number 4 will be deleted from the policy(s) when issued. NOTE: If subject property is currently under construction or new improvements have been made this commitment is subject to further requirements . C. Deed from Freda Lee Dreiling to Myrna Kay Slabaszewski conveying all her right, title and interest in and to all gravel, coal, oil, gas and other minerals, as reserved by her in deed recorded November 3, 1982 in Book 981 as Reception No. 1907958 . (Affects East 30 acres of the SW1/4SE1/4) D. Deed from Myrna Kay Slabaszewski formerly known as Myrna Kay Ackerson to Mineral Reserves, Inc. , a Colorado corporation. E. Deed of Trust from Mineral Reserves, Inc. , a Colorado corporation to the Public Trustee of the County of Weld for the use of Myrna Slabaszewski to secure $300, 000 .00. Page 4 `-7) -" TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8048616B C-6 SCHEDULE B EXCEPTIONS The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1 . Rights or claims of parties in possession not shown by the public records. 2 . Easements, or claims of easements, not shown by the public records. 3 . Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are not shown by the public records. 4 . Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records. 5 . Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this Commitment. Nets: The above exception will not appear on policies where closing and settlement has been performed by the company. 6 . a. Taxes due and payable; and any tax, special assessments, charge or lien imposed for water or sewer service, or for any other special taxing district. b. Any and all unredeemed tax sales, if any. Note:Upon receipt of a Certificate of Taxes Due evidencing that there are no existing open tax sales, the above exception 6b will not appear on the policy to be issued hereunder. Note: PURSUANT TO CRS 10-11-122 NOTICE IS HEREBY GIVEN THAT: (A) THE SUBJECT PROPERTY MAY BE LOCATED IN A SPECIAL TAXING DISTRICT; (B) A CERTIFICATE OF TAXES DUE LISTING EACH TAXING JURISDICTION MAY BE OBTAINED FROM THE COUNTY TREASURER OR THE COUNTY TREASURER'S AUTHORIZED AGENT; (C) INFORMATION REGARDING SPECIAL DISTRICTS AND THE BOUNDARIES OF SUCH DISTRICTS MAY BE OBTAINED FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. Page 5 EnwN TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8048616E C-6 SCHEDULE B - Continued EXCEPTIONS 7. Right of way, whether in fee or easement only, for undisclosed purposes, as granted to Elsie Thiebault by Lena Ackerson and Harold Ackerson, recorded February 7, 1947 in Book 1197 at Page 229, affecting the following described property: The West 20 feet of the SE1/4 8 . Terms, agreements, provisions, conditions, obligations and easements as contained in Agreement recorded February 24, 1944 in Book 1221 at Page 552 . 9. Laramie Seepage and Drainage Ditches, and any and all rights of way therefore, as evidenced by Map and Statement filed March 22, 1910 as Reception No. 153271, in which the specific location is not defined. 10. All ores and minerals, including oil and gas as reserved by The Great Western Railway Company in the Deed recorded September 8, 1948, in Book 1234 at Page 34, and any interests therein or rights thereunder. (Affects part of SE1/4) 11. Oil and gas lease between Doris Ackerson, as Executrix of the Estate of Lena Ackerson, deceased and T. S. Pace dated March 19, 1970, recorded April 22, 1970 in Book 624 as Reception No. 1545940, and any interests therein or rights thereunder. NOTE: Amendment recorded December 18, 1972 in Book 682 as Reception No. 1603741. Note: Extension of the above lease as claimed by Affidavit of Production, pursuant to CRS 38-42-106, by Amoco Production Company, recorded October 24, 1974 in Book 725 as Reception No. 1647353 . 12 . Right of way, whether in fee or easement only, to construct, maintain, inspect, operate, replace, change, or remove a road approximately 30 feet wide, as granted to Amoco Production Company, a Delaware Corporation by Doris Ackerson, recorded January 11, 1973 in Book 683 as Reception No. 1605178, as more particularly described in said instrument. (Affects SE1/4) Page 6 TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 80486162 C-6 SCHEDULE B - Continued EXCEPTIONS 13 . Right of way, whether in fee or easement only, for pipe lines and appurtenances, granted to Colorado Interstate Corporation by Doris R. Ackerson, Executrix of the Estate of Lena Ackerson by instrument recorded November 19, 1973 in Book 703 as Reception No. 1625016, in which the specific location of the easement is not defined. (Affects SE1/4) 14 . Right of way, whether in fee or easement only, for a pipe line and appurtenances, granted to Panhandle Eastern Pipe Line Company by The Lena Ackerson Estate by instrument recorded December 2, 1975 in Book 754 as Reception No. 1675875, in which the specific location of the easement is not defined. 15 . Right of way, whether in fee or easement only, for electrical facilities and appurtenances, granted to Union Rural Electric Association, Inc. by Lena Ackerson Estate, Doris Ackerson Executrix by instrument recorded June 15, 1977 in Book 800 as Reception No. 1721935, in which the specific location of the easement is not defined. 16. Right of way, whether in fee or easement only, for pipe line or pipe lines and appurtenances, granted to Continental Pipe Line Company, a Delaware corporation by Myrna Slabaszewski by instrument recorded February 22, 1980 in Book 896 as Reception No. 1817709, in which the specific location of the easement is not defined. (Affects SE1/4SW1/4) 17 . Right of way, whether in fee or easement only, for a pipe line or pipe lines and appurtenances, granted to Continental Pipe Line Company, a Delaware corporation by Myrna Kay Slabaszewski by instrument recorded September 8, 1981 in Book 946 as Reception No. 1868407, in which the specific location of the easement is not defined. (Affects W1/2W1/2SW1/4SE1/4) 18 . Right of way, whether in fee or easement only, for a pipe line and appurtenances, granted to K N Front Range Gathering Company, a Colorado corporation by Myrna Slabaszewski and Freda Dreiling by instrument recorded August 13, 1993 in Book 1397 as Reception No. 2346144, in which the specific location of the easement is not defined. (Affects SE1/4) 19. Matters of Survey as shown on Land Survey Plat recorded May 12, 1992 in Book 1336 as Reception No. 2287783 . Page 7 TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 80486162 C-6 SCHEDULE B - Continued EXCEPTIONS 20 . Any question as to the size or location of the subject property and as to the encroachment of the subject property onto adjoining property. (Affects SW1/4 and SE1/4) 21 . Road over the Southerly portion of the subject property as shown on Map of Weld County. 22 . Right of way, whether in fee or easement only, for pipelines and appurtenances, granted to HS Resources, Inc. by Myrna Kay Slabaszewski by instrument recorded February 3, 2000 as Reception No. 2747864, in which the specific location of the easement is not defined. 23 . Notes/comments and matters of Survey as shown on ALTA/ACSM Land Title Survey, dated June 20, 2000 by Robert M. Sayre, Job No. MYRNA-S1. NOTE: The following notices pursuant to CRS 9-1. 5-103 concerning underground facilities have been filed with the Clerk and Recorder. These statements are general and do not necessarily give notice of underground facilities within the property. (a) Mountain Bell Telephone Company, recorded October 1, 1981 in Book 949 as Reception No. 1870705. (b) Colorado Interstate Gas Company, recorded August 31, 1984 in Book 1041 as Reception No. 1979784 . (c) Associated Natural Gas, Inc. , recorded April 10, 1989 in Book 1229 as Reception No. 2175917. (d) Public Service Company of Colorado, recorded November 9, 1981 in Book 952 as Reception No. 1874084 . (e) Western Slope Gas Company, recorded March 9, 1983 in Book 990 as Reception No. 1919757 . (f) Western Gas Supply Company, Recorded April 2, 1985 in Book 1063 as Reception No. 2004300. (g) Panhandle Eastern Pipe Line Company, recorded June 26, 1986 in Book 1117 as Reception No. 2058722. (h) United Power, Inc. , formerly Union Rural Electric Association, Inc. , recorded January 24, 1991 in Book 1288 as Reception No. 02239296. Page 8 • Report Date:06/07/2000 07:57AM WELD COUNTY TREASURER Page: 1 CERTIFICATE OF TAXES DUE CERT p: 8098 SCHEDULE NO: R6039086 ORDER NO: 8048616B ASSESSED TO: VENDOR NO: 12 SLABASZEWSKI MYRNA KAY TRANSNATION TITLE 11471 WELD CO RD 10 1113 10TH AVE FT LUPTON,CO 80621 GREELEY CO 80631 LEGAL DESCRIPTION: 19960-B S2E60A SW4/W2W2SW4SE4 12 1 67 SITUS: 11471 10 CR FORT LUPTON 80621 PARCEL: 146912000039 SITUS ADD: 11471 10 CR FORT LUPTON TAX YEAR CHARGE TAX AMOUNT INT AMOUNT ADV,PEN,MISC TOTAL DUE TOTAL TAXES 0.00 TAX YEAR ASSESSMENT ASMT AMOUNT INT AMOUNT ADV,PEN,MISC TOTAL DUE TOTAL ASMT 0.00 TAX YEAR TAX LIEN SALE TLS AMOUNT INT AMOUNT REDEMPT FEE TOTAL DUE TOTAL STATEMENT 0.00 GRAND TOTAL DUE GOOD THROUGH 06/07/2000 0.00 ORIGINAL TAX BILLING FOR 1999 TAX DISTRICT 0800- Authority Mill Levy Amount Values Actual Assessed WELD COUNTY 22.038 361.87 Land 24408 7080 SCHOOL DIST RE8 36.211 594.59 Exempt 0 0 CCW WATER 1.144 18.78 Improve 91837 9340 CCS WATER 1.949 32.00 FORT LUPTON FIRE 5.045 82.84 Total 116245 16420 AIMS JUNIOR COL 6.343 104.15 WELD LIBRARY 3.249 53.35 75.979 1,247.58 -TAXES FOR 1999 FEE FOR THIS CERTIFICATE 10.00 ALL TAX LIEN SALE AMOUNTS ARE SUBJECT TO CHANGE DUE TO ENDORSEMENT OF CURRENT TAXES BY THE LIENHOLDER OR TO ADVERTISING AND DISTRAINT WARRANT FEES. CHANGES MAY OCCUR AND THE TREASURER'S OFFICE WILL NEED TO BE CONTACTED PRIOR TO REMITTANCE AFTER THE FOLLOWING DATES: PERSONAL PROPERTY AND MOBILE HOMES-AUGUST 2, REAL PROPERTY-AUGUST 2. TAX LIEN SALE REDEMPTION AMOUNTS MUST BE PAID BY CASH OR CASHIERS CHECK. SPECIAL TAXING DISTRICTS AND THE BOUNDARIES OF SUCH DISTRICTS MAY BE ON FILE WITH THE BOARD OF COUNTY COMMISSIONERS,THE COUNTY CLERK,OR THE COUNTY ASSESSOR. This certificate does not include land or improvements assessed under a separate account number,personal property taxes. transfer tax or misc.tax collected on behalf of other entities,special or local improvement district assessments or mobile homes,unless specifically mentioned. I,the undersigned,do hereby certify that the entire amount of taxes due upon the above described parcels of real property and all outstanding sales for unpaid taxes as shown by the records in my office from which the same may still be redeemed with the amount required for redemption are as noted herein.In witness whereof.I have hereunto set my hand� 4fT( ' �June� �L TREASURER,WELD COUNTY,ARTHUR L.WILLIS II,BY P.O. Box 458 Greeley,CO 80632 (970)353-3845 ext.3290 • Report Date:06/07/2000 07:52AM WELD COUNTY TREASURER Page: 1 CERTIFICATE OF TAXES DUE CERT 1/: 8097 SCHEDULE NO: R0131192 ORDER NO: 8048616B ASSESSED TO: VENDOR NO: 12 SLABASZEWSKI MYRNA KAY FICA TRANSNATION TITLE ACKERSON MYRNA KAY& 1113 10TH AVE 4025 WELD CO RD 23 FT LUPTON,CO 80621 GREELEY CO 80631 LEGAL DESCRIPTION: 19960 E30A NE4SW4&NW4SE4 12 1 67 EXC 6.07A OG&M PARCEL: 146912000040 S1TUS ADD: TAX YEAR CHARGE TAX AMOUNT INT AMOUNT ADV,PEN,MISC TOTAL DUE TOTAL TAXES 0.00 TAX YEAR ASSESSMENT ASMT AMOUNT INT AMOUNT ADV,PEN,MISC TOTAL DUE TOTAL ASMT 0.00 TAX YEAR TAX LIEN SALE MS AMOUNT INT AMOUNT REDEMPT FEE TOTAL DUE TOTAL STATEMENT 0.00 GRAND TOTAL DUE GOOD THROUGH 06/07/2000 0.00 ORIGINAL TAX BILLING FOR 1999 TAX DISTRICT 0800- Authority Mill Levy Amount Values Actual Assessed WELD COUNTY 22.038 202.76 Land 31719 9200 SCHOOL DIST RE8 36.211 333.14 Exempt 0 0 CCW WATER 1.144 10.52 Improve 0 0 CCS WATER 1.949 17.93 FORT LUPTON FIRE 5.045 46.41 Total 31719 9200 AIMS JUNIOR COL 6.343 58.35 WELD LIBRARY 3.249 29.89 75.979 699.00 - TAXES FOR 1999 FEE FOR THIS CERTIFICATE 10.00 ALL TAX LIEN SALE AMOUNTS ARE SUBJECT TO CHANGE DUE TO ENDORSEMENT OF CURRENT TAXES BY THE LIENHOLDER OR TO ADVERTISING AND DISTRAINT WARRANT FEES. CHANGES MAY OCCUR AND THE TREASURER'S OFFICE WILL NEED TO BE CONTACTED PRIOR TO REMITTANCE AFTER THE FOLLOWING DATES: PERSONAL PROPERTY AND MOBILE HOMES-AUGUST 2. REAL PROPERTY-AUGUST 2. TAX LIEN SALE REDEMPTION AMOUNTS MUST BE PAID BY CASH OR CASHIERS CHECK. SPECIAL TAXING DISTRICTS AND THE BOUNDARIES OF SUCH DISTRICTS MAY BE ON FILE WITH THE BOARD OF COUNTY COMMISSIONERS,THE COUNTY CLERK,OR THE COUNTY ASSESSOR. This certificate does nor include land or improvements assessed under a separate account umber,personal property taxes, transfer tax or misc.tax collected on behalf of other entities,special or local improvement district assessments or mobile homes,unless specifically mentioned. I,the undersigned,do hereby certify that the entire amount of taxes due upon the above described parcels of real property and all outstanding sales for unpaid taxes as shown by the records in my office from which the same ma be with the amount required for redemption are as noted herein.In witness whereof,I have hereunto set my hand • urn ]7 TREASURER,WELD COUNTY,ARTHUR L.WILLIS H,BY !/,g/�/Lr/G/t/G�/a P.O.Box 458 Greeley, CO 80632 (970)353-3845 ext.3290 • • Report Date:06/07/2000 07:52AM WELD COUNTY TREASURER Page: 1 CERTIFICATE OF TAXES DUE CERT if:8096 SCHEDULE NO: R6037086 ORDER NO: 8048616E ASSESSED TO: VENDOR NO: 12 SLABASZEWSKI MYRNA KAY TRANSNATION TITLE 11471 WELD CO RD 10 1113 10TH AVE FT LUPTON, CO 80621 GREELEY CO 80631 LEGAL DESCRIPTION: 19960-C E30A SW4SE4 12 1 67 PARCEL: 146912000014 SITUS ADD: TAX YEAR CHARGE TAX AMOUNT INT AMOUNT ADV,PEN,MISC TOTAL DUE TOTAL TAXES 0.00 TAX YEAR ASSESSMENT ASMT AMOUNT INT AMOUNT ADV,PEN,MISC TOTAL DUE TOTAL ASMT 0.00 TAX YEAR TAX LIEN SALE TLS AMOUNT INT AMOUNT REDEMPT FEE TOTAL DUE TOTAL STATEMENT 0.00 GRAND TOTAL DUE GOOD THROUGH 06/07/2000 0.00 ORIGINAL TAX BILLING FOR 1999 TAX DISTRICT 0800- Authority Mill Levy Amount Values Actual Assessed WELD COUNTY 22.038 71.63 Land 11201 3250 SCHOOL DIST RE8 36.211 117.69 Exempt 0 0 CCW WATER 1.144 3.72 Improve 0 0 CCS WATER 1.949 6.33 FORT LUPTON FIRE 5.045 16.40 Total 11201 3250 AIMS JUNIOR COL 6.343 20.61 WELD LIBRARY 3.249 10.56 75.979 246.94 -TAXES FOR 1999 FEE FOR THIS CERTIFICATE 10.00 ALL TAX LIEN SALE AMOUNTS ARE SUBJECT TO CHANGE DUE TO ENDORSEMENT OF CURRENT TAXES BY THE LIENHOLDER OR TO ADVERTISING AND DISTRAINT WARRANT FEES. CHANGES MAY OCCUR AND THE TREASURER'S OFFICE WILL NEED TO BE CONTACTED PRIOR TO REMITTANCE AFTER THE FOLLOWING DATES: PERSONAL PROPERTY AND MOBILE HOMES-AUGUST 2, REAL PROPERTY-AUGUST 2. TAX LIEN SALE REDEMPTION AMOUNTS MUST BE PAID BY CASH OR CASHIERS CHECK. SPECIAL TAXING DISTRICTS AND THE BOUNDARIES OF SUCH DISTRICTS MAY BE ON FILE WITH THE BOARD OF COUNTY COMMISSIONERS,THE COUNTY CLERK,OR THE COUNTY ASSESSOR. This certificate does not include land or improvements assessed umda a separate account number,personal property taxes, transfer tax or misc.tax collected on behalf of other entities,special or local improvement district assessments or mobile homes,unless specifically mentioned. I,the undersigned,do hereby certify that the entire amount of taxes due upon the above described parcels of real property and all 711 outstanding sales for unpaid taxes as shown by the records in my office from which the same ma Abe redeemed with the amount required for redemption are as noted herein.In witness whereof,I have hereunto set my TREASURER,WELD COUNTY, ARTHUR L.WILLIS H,BY Q P.O. Box 458 Greeley, CO 80632 (970)353-3845 ext.3290 Report Date:02/14/2000 02:02PM WELD COUNTY TREASURER Page:1 CERTIFICATE OF TAXES DUE CERT t/:2513 SCHEDULE NO: R6037086 ORDER NO: 8048616B ASSESSED TO: VENDOR NO: 12 SLABASZEWSKI MYRNA KAY TRANSNATION TITLE 11471 WELD CO RD 10 1113 10TH AVE FT LUPTON,CO 80621 GREELEY CO 80631 LEGAL DESCRIPTION: 19960-C BOA SW4SE4 1 67 PARCEL: 146912000014 SITUS ADD: TAX YEAR CHARGE TAX AMOUNT INT AMOUNT ADV,PEN,MISC TOTAL DUE 1999 TAX 246.94 0.00 0.00 246.94 TOTAL TAXES 246.94 TAX YEAR ASSESSMENT ASMT AMOUNT INT AMOUNT ADV,PEN,MISC TOTAL DUE TOTAL ASMT 0.00 TAX YEAR TAX LIEN 4AT.F TLS AMOUNT INT AMOUNT REDEMPT FEE TOTAL DUE TOTAL STATEMENT 0.00 GRAND TOTAL DUE GOOD THROUGH 02/14/2000 246.94 ORIGINAL TAX BILLING FOR 1999 TAX DISTRICT 0800- Authority MIR Levy Amount Values Actual Assessed WELD COUNTY 22.038 71.63 Land 11201 3250 SCHOOL DIST RE8 36.211 117.69 Exempt 0 0 CCW WATER 1.144 3.72 Improve 0 0 CCS WATER 1.949 6.33 FORT LUPTON FIRE 5.045 16.40 Total 11201 3250 AIMS JUNIOR COL 6.343 20.61 WELD LIBRARY 3.249 10.56 75.979 246.94-TAXES FOR 1999 FEE FOR THIS CERTIFICATE 10.00 ALL TAX LIEN SALE AMOUNTS ARE SUBJECT TO CHANGE DUE TO ENDORSEMENT OF CURRENT TAXES BY THE LIENHOLDER OR TO ADVERTISING AND DISTRAINT WARRANT FEES. CHANGES MAY OCCUR AND THE TREASURER'S OFFICE WILL NEED TO BE CONTACTED PRIOR TO REMITTANCE AFTER THE FOLLOWING DATES: PERSONAL PROPERTY AND MOBILE HOMES-AUGUST 2. REAL PROPERTY-AUGUST 2. TAX LIEN SALE REDEMPTION AMOUNTS MUST BE PAID BY CASH OR CAMBERS S CHECK. SPECIAL TAXING DISTRICTS AND THE BOUNDARIES OF SUCH DISTRICTS MAY BE ON FILE WITH THE BOARD OF COUNTY COMMISSIONERS.THE COUNTY er FRE,OR THE COUNTY ASSESSOR. This certificate does not include land or improvements assessed under a separate schedule number,personal property axes, transfer tax or misc.ax collected on behalf of other entities,special or local improvement district assessments or mobile homes,unless specifically Third. I.die undersigned,do hereby cerdfy that die eire amount of axes due upon die above described parcels of real property and all outmoding sales for unpaid axes as shown by the records in my office from which the same nay still be redeemed with the imams required for redemption are as rooted herein.In witness whereof,I have hereunto set my hand add seal this 14th day of February.2000. TREASURER,WELD COUNTY,ARTHUR L.WILLIS II,BY P.O.Btu 458 Greeley,CO 80632 (970)353-3845 ext.3290 Report Date:02/14/2000 02:02PM WELD COUNTY TREASURER Page:1 CERTIFICATE OF TAXES DUE CERT I:2514 SCHEDULE NO:R0131192 ORDER NO: 8048616B ASSESSED TO: VENDOR NO: 12 SLABASZEWSKI MYRNA KAY FICA TRANSNATION TITLE ACKERSON MYRNA KAY& 1113 10TH AVE 4025 WELD CO RD 23 FT LUPTON,CO 80621 GREELEY CO 80631 LEGAL DESCRIPTION: 19960 E30A NE4SW4&NW4SE4 12 167 EXC 6.07A OG&M PARCEL: 146912000040 STTUS ADD: TAX YEAR CHARGE TAX AMOUNT INT AMOUNT ADV,PEN,MISC TOTAL DUE 1999 TAX 699.00 0.00 0.00 699.00 TOTAL TAXES 699.00 TAX YEAR ASSESSMENT ASMT AMOUNT INT AMOUNT ADV,PEN,MISC TOTAL DUE TOTAL ASMT 0.00 TAX YEAR TAX LIEN SALE TLS AMOUNT INT AMOUNT REDEMPT FEE TOTAL DUE TOTAL STATEMENT 0.00 GRAND TOTAL DUE GOOD THROUGH 02/14/2000 699.00 ORIGINAL TAX BILLING FOR 1999 TAX DISTRICT 0800- Authoaity Mill Levy Amount Values Actual Assessed WELD COUNTY 22.038 202.76 Land 31719 9200 SCHOOL DIST RE8 36.211 333.14 Exempt 0 0 CCW WATER 1.144 10.52 Improve 0 0 CCS WATER 1.949 17.93 FORT LUPTON FIRE 5.045 46.41 Total 31719 9200 AIMS JUNIOR COL 6.343 5835 WELD LIBRARY 3.249 29.89 . 75.979 699.00-TAXES FOR 1999 FEE FOR THIS CERTIFICATE 10.00 ALL TAX LIEN SALE AMOUNTS ARE SUBJECT TO CHANGE DUE TO ENDORSEMENT OF CURRENT TAXES BY THE LIENHOLDER OR TO ADVERTISING AND DISTRAINT WARRANT FEES. CHANGES MAY OCCUR AND THE TREASURER'S OFFICE WILL NEED TO BE CONTACTED PRIOR TO REMITTANCE AFTER THE FOLLOWING DATES: PERSONAL PROPERTY AND MOBILE HOMES-AUGUST 2, REAL PROPERTY-AUGUST 2. TAX LIEN SALE REDEMPTION AMOUNTS MUST BE PAID BY CASH OR CASHIERS CHECK. SPECIAL TAXING DISTRICTS AND THE BOUNDARIES OF SUCH DISTRICTS MAY BE ON FILE WITH THE BOARD OF COUNTY COMMISSIONERS,THE COUNTY CLERK,OR THE COUNTY ASSESSOR. This certificate does not include land or improvements assessed under a separate schedtde number,personal property taxes. transfer tax or misc.tax collected on behalf of other entities,special or local improvement district assessments or noble homes,unless specifically mmeoned. I,the undersigned,do hereby certify that the enure amount of taxes due upon the above described parcels of real property and all outstanding sales for unpaid taxes as shown by the records in my office from which the same may sal be redeemed with the amount required for redemption are as noted herein.In witness whereof,I have hereunto set my hand this I day off February,2000. TREASURER,WELD COUNTY,ARTHUR L.WILLIS II,BY y' I • �G eft c P.O.Box 458 Greeley,CO 80632 (970)353-3845 text.3290 Report Date:02/14/2000 02:01PM WELD COUNTY TREASURER Page:1 CERTIFICATE OF TAXES DUE CERT II:2512 SCHEDULE NO:R6039086 ORDER NO:8048616B ASSESSED TO: VENDOR NO: 12 SLABASZEWSKI MYRNA KAY TRANSNATION TITLE 11471 WELD CO RD 10 1113 10TH AVE FT LUPTON, CO 80621 GREELEY CO 80631 LEGAL DESCRIPTION: 19960-B S2E60A SW4/W2W2SW4SE4 12 1 67 SITUS: 11471 10 CR FORT LUPTON 80621 PARCEL: 146912000039 STTUS ADD: 11471 10 CR FORT LUPTON TAX YEAR CHARGE TAX AMOUNT INT AMOUNT ADV,PEN,MISC TOTAL DUE 1999 TAX 1,247.58 0.00 0.00 1,247.58 TOTAL TAXES 1,247.58 TAX YEAR ASSESSMENT ASMT AMOUNT INT AMOUNT ADV,PEN,MISC TOTAL DUE TOTAL ASMT 0.00 TAX YEAR TAX LIEN SAT.77 .. TLS AMOUNT INT AMOUNT REDEMPT FEE TOTAL DUE TOTAL STATEMENT 0.00 GRAND TOTAL DUE GOOD THROUGH 02/14/2000 1,247.58 ORIGINAL TAX BILLING FOR 1999 TAX DISTRICT 0800- Authority Mill Levy Amount Values Actual Assessed WELD COUNTY 22.038 361.87 Land 24408 7080 SCHOOL DIST RES 36.211 594.59 Exempt 0 0 CCW WATER 1.144 18.78 Improve 91837 9340 CCS WATER 1.949 32.00 FORT LUPTON FIRE 5.045 82.84 Total 116245 16420 AIMS JUNIOR COL 6.343 104.15 WELD LIBRARY 3.249 53.35 75.979 1,247.58 -TAXES FOR 1999 FEE FOR THIS CERTIFICATE 10.00 ALL TAX LIEN SALE AMOUNTS ARE SUBJECT TO CHANGE DUE TO ENDORSEMENT OF CURRENT TAXES BY THE LIENHOLDER OR TO ADVERTISING AND DISTRAINT WARRANT FEES. CHANGES MAY OCCUR AND THE TREASURER'S OFFICE WILL NEED TO BE CONTACTED PRIOR TO REMITTANCE AFTER THE FOLLOWING DATES: PERSONAL PROPERTY AND MOBILE HOMES-AUGUST 2, REAL PROPERTY-AUGUST 2. TAX LIEN SALE REDEMPTION AMOUNTS MUST BE PAID BY CASH OR CASHIERS CHECK. SPECIAL TAXING DISTRICTS AND THE BOUNDARIES OF SUCH DISTRICTS MAY BE ON FILE WITH THE BOARD OF COUNTY COMMISSIONERS,THE COUNTY CLERK,OR THE COUNTY ASSESSOR. This certificate does not include lath or improvements assessed under a separate schedule number,personal property taxes, transfer tax or misc.to collected on behalf of other entities,special or local improvement district assessment or mobile ha unless specifically mentioned. I,the undersigned,do hereby certify that the entire amount of taxes due upon the above desedbed parcels of real property and all owsta ding sales for unpaid taxes as shown by the records in my office from which the same may be redeemed with the amount required for redemption are as noted herein.In witness whereof,I have hereunto set my hand day February,2000. TREASURER,WELD COUNTY,ARTHUR L.WILLIS H,BY , - • ' 'a C P.O.Box 458 Greeley,CO 80632 (970)353-3845 ext.3290 MECHANIC'S LIEN AGREEMENT OF INDEMNIFICATION This Agreement of Indemnification is made by Myrna Kay Slabaszewski formerly known as Myrna Kay Ackerson The undersigned (hereinafter referred to as "Indemnitor(s) ") for the benefit and protection of TRANSNATION TITLE INSURANCE COMPANY (hereinafter referred to as "The Company") : WHEREAS, The Company is being requested to issue its policy(ies) of title insurance insuring an interest in or title to the real property in the County of Weld, State of Colorado described in Commitment No. 8048616B C-4 issued by The Company on June 6, 2000 at 7 : 00 A.M. , or which is described as : Per Schedule A of said Commitment and WHEREAS, Printed Exception No. 4 under Schedule B of said Commitment relates to mechanic' s liens, and WHEREAS, The Company is unwilling to issue said policy(ies) without an exception(s) as to the liens of mechanics which affect or may affect the title hereto; and WHEREAS, the Indemnitor recognizes that The Company, in the normal course of its business, would not issue its policy(ies) insuring over mechanic' s liens unless the Indemnitor indemnifies The Company as hereafter agreed. NOW, THEREFORE, THE INDEMNITOR AGREES that in consideration of the issuance of a policy(ies) of title insurance without showing therein any exception for mechanics ' liens, will hold harmless, protect and indemnify The Company from and against any and all liabilities, losses, damages, expenses and charges, including but not limited to attorneys' fees and expenses of litigation, which may be sustained or incurred by The Company under, or arising directly or indirectly out of the issuance of any policy(ies) covering said land issued in manner so desired by Indemnitor; or under, or arising directly or indirectly out of the issuance of any policy(ies) of title insurance covering said land or any portion thereof, which The Company or its agents may at any time thereafter issue; and resulting directly or indirectly from any of the mechanics' liens indemnified against, or from any claim, action, proceeding, judgment, order or process arising from or based upon or growing out of any of said mechanics' liens or the omission to show any of the same in any policy of title insurance or title report. AND THE INDEMNITOR FURTHER AGREES that' Indemnitor will diligently provide for the defense of any action based upon any mechanics ' liens, counsel to be selected and/or approved by The Company at its sole discretion, and will promptly do all things necessary or appropriate to cause the title to said land to be cleared of the effect of said mechanics' liens and any other matters based thereon or arising directly or indirectly therefrom, and of any cloud on title created by or growing out of any of the foregoing; all of which shall be done at the sole expense of Indemnitor. If Indemnitor shall fail so to do then The Company may do the same, and may pay, compromise or settle any such mechanics ' liens or any claim or demand based thereon if The Company deems such actions necessary for the protection of any of its insureds under any policy or of itself; and Indemnitor shall promptly reimburse The Company for any payment, expense or expenditure made or incurred in Page 1 • so doing. If the Company holds any funds or security for the obligations of Indemnitor hereunder, it shall not be obligated to resort to such funds or security before enforcing the obligations of Indemnitor, but may tenfrce heosamesextentlasaifons by no suchny fundsful means in the or security were ame held. manner and to held AND THE INDEMNITOR FURTHER AGREES that for the purpose of carrying out the provisions of the last mentioned paragraph, Indemnitor does hereby name, constitute and appoint The Company its attorney-in-fact to do all things necessary and convenient . AND THE INDEMNITOR FURTHER AGREES that in the event that any judgment shall be or shall have been rendered or any process shall be or shall have been issued, based upon mechanics ' liens or any other matters growing out of any of the same, under which a sale could be held affecting or purporting to affect said land or any portion thereof, Indemnitor promises and agrees that it will satisfy the same and cause the same to be satisfied and discharged of record prior to the occurrence of any such sale. AND THE INDEMNITOR FURTHER AGREES that nothing herein shall be construed as an obligation on the part of the Company to issue any policy(ies) of title insurance nor an obligation on the part of The Company to obtain the issuance thereof, but in the event The Company does issue any policy(ies) in the manner contemplated, the undersigned Indemnitor gives the assurance and makes the agreements herein set forth, for the benefit of The Company. AND THE INDEMNITOR FURTHER AGREES that for the purpose of carrying out the provisions of this Agreement, the Indemnitor hereby pays The Company the sum of N/C dollars ($-0-) and the Company, in its sole discretion, may use any portion or portions or all of said funds for such purposes. At such time as all obligation of Indemnitor hereunder has been fully performed and the title to said real property is free of the effect of the mechanics' liens and free of the effect of any matters growing out of or based upon those mechanic 's liens and The Company has no present or contingent liability arising out of said mechanics' liens, The Company will repay to Indemnitor all funds remaining unused by The Company. AND THE INDEMNITOR FURTHER AGREES that the Company is hereby granted the right, at any time or from time to time, to examine the books, accounts and records of Indemnitor, pertaining to any works of improvement upon the land, and Indemnitor will, upon request, promptly furnish The Company with copies of all receipted bills or other evidence of payment or set-off for works of improvement upon the land and such other and further assurances and/or security as may be reasonably requested by The Company for its protection from liability. AND THE INDEMNITOR FURTHER AGREES that The Company is hereby granted the right to rely upon this Agreement in issuing policies of title insurance with respect to the land, whether or not Indemnitor is the person ordering the same, regardless of any change in ownership, title or interest in the land or the works of improvement thereon, or of any change of Indemnitor's interest therein. Said right shall extend to subsequent policies issued with respect to the land. However, Indemnitor may terminate said right at any time by giving a notice of termination in writing, describing the land, signed by Indemnitor and delivered to The Company. The notice given under this paragraph shall be effective within a reasonable time after receipt by The Company. Page 2 • AND THE INDEMNITOR FURTHER AGREES that wherever the term policy(ies) is used in this Agreement, it also shall include any document issued to its customer such as binders, commitments, title reports, guarantees, letter reports. AND THE INDEMNITOR FURTHER AGREES that, if suit shall be brought to enforce this Agreement, Indemnitor will pay the attorneys ' fees of The Company. AND THE INDEMNITOR FURTHER AGREES that all of the obligations of Indemnitor hereunder shall be several as well as joint. All of the provisions of this Agreement shall inure to the benefit of and bind the parties hereto and their legal representatives and successors in interest. IN WITNESS WHEREOF, the Indemnitors have executed this Mechanics' ut Lien Agreement of Indemnification this day of , 19 (Indemnitor) Myrna Kay Slabaszewski formerly known as Myrna Kay Ackerson Page 3 • MECHANIC'S LIEN AGREEMENT OF INDEMNIFICATION This Agreement of Indemnification is made by Mineral Reserves, Inc. , a Colorado corporation The undersigned (hereinafter referred to as "Indemnitor(s) ") for the benefit and protection of TRANSNATION TITLE INSURANCE COMPANY (hereinafter referred to as "The Company") : as to any lien, or right to a lien, for services, labor or material ordered or contracted for by the undersigned. WHEREAS, The Company is being requested to issue its policy(ies) of title insurance insuring an interest in or title to the real property in the County of Weld, State of Colorado described in Commitment No. 8048616B C-3 issued by The Company on May 23, 2000 at 7 :00 A.M. , or which is described as: Per Schedule A of said Commitment and WHEREAS, Printed Exception No. 4 under Schedule B of said Commitment relates to mechanic's liens, and WHEREAS, The Company is unwilling to issue said policy(ies) without an exception(s) as to the liens of mechanics which affect or may affect the title hereto; and WHEREAS, the Indemnitor recognizes that The Company, in the normal course of its business, would not issue its policy(ies) insuring over mechanic' s liens unless the Indemnitor indemnifies The Company as hereafter agreed. NOW, THEREFORE, THE INDEMNITOR AGREES that in consideration of the issuance of a policy(ies) of title insurance without showing therein any exception for mechanics ' liens, will hold harmless, protect and indemnify The Company from and against any and all liabilities, losses, damages, expenses and charges, including but not limited to attorneys ' fees and expenses of litigation, which may be sustained or incurred by The Company under, or arising directly or indirectly out of the issuance of any policy(ies) covering said land issued in manner so desired by Indemnitor; or under, or arising directly or indirectly out of the issuance of any policy(ies) of title insurance covering said land or any portion thereof, which The Company or its agents may at any time thereafter issue; and resulting directly or indirectly from any of the mechanics ' liens indemnified against, or from any claim, action, proceeding, judgment, order or process arising from or based upon or growing out of any of said mechanics' liens or the omission to show any of the same in any policy of title insurance or title report. AND THE INDEMNITOR FURTHER AGREES that Indemnitor will diligently provide for the defense of any action based upon any mechanics' liens, counsel to be selected and/or approved by The Company at its sole discretion, and will promptly do all things necessary or appropriate to cause the title to said land to be cleared of the effect of said mechanics ' liens and any other matters based thereon or arising directly or indirectly therefrom, and of any cloud on title created by or growing out of any of the foregoing; all of which shall be done at the sole expense of Indemnitor. If Indemnitor shall fail so to do then The Company may do the same, and may pay, compromise or settle any such mechanics' liens or any claim or demand based thereon if The Company deems such actions necessary for the protection of any of its insureds Page 1 under any policy or of itself; and Indemnitor shall promptly reimburse The Company for any payment, expense or expenditure made or incurred in so doing. If the Company holds any funds or security for the obligations of Indemnitor hereunder, it shall not be obligated to resort to such funds or security before enforcing the obligations of Indemnitor, but may enforce such obligations by any lawful means in the same manner and to the same extent as if no such funds or security were held. AND THE INDEMNITOR FURTHER AGREES that for the purpose of carrying out the provisions of the last mentioned paragraph, Indemnitor does hereby name, constitute and aoint c necessary and appointeThe Company its attorney-in-fact to do all AND THE INDEMNITOR FURTHER AGREES that in the event that an judgment shall be or d,shall based uponen rendered or mechanics ' liens orranyss other�matters e or shall w have been issued, held growing out of any of the same, under which a sale caethereof, affecting or purporting to affect said land or any portion Indemnitor promises and agrees that it will satisfy the same and cause the same to be satisfied and discharged of record prior to the occurrence of any such sale. AND THE INDEMNITOR FURTHER AGREES that nothing herein shall be construed as an obligation on the part of the Company to issue any policy(ies) of title insurance nor an obligation on the part of The Company to obtain the issuance thereof, but in the event The Company does issue any policy(ies) in the manner contemplated, the undersigned Indemnitor gives the assurance and makes the agreements herein set forth, for the benefit of The Company. AND THE INDEMNITOR FURTHER AGREES that for the purpose of carrying out the provisions of this Agreement, the Indemnitor hereby in tspay c sole The Company the sum of N/C dollars ($-0-) and the Company, discretion, may use any portion or portions or all of said funds for such purposes. At such time as all obligation of Indemnitor hereunder has been fully performed and the title to said real property is free of the effect of the mechanics ' liens and free of the effect of any matters growing out of or based upon those mechanic's liens and The Company has no present or contingent liability arising out of said mechanics' liens, The Company will repay to Indemnitor all funds remaining unused by The Company. AND THE INDEMNITOR FURTHER AGREES that the Company is hereby granted the right, at any time or from time to time, to examine the books, accounts and records of Indemnitor, pertaining to any works of improvement upon the land, and Indemnitor will, upon request, promptly offurnisheoroset-offlth forcworks of improvemeies of all ntnd uponlls or other the land and such of payment other and further assurances and/or security as may be reasonably requested by The Company for its protection from liability. AND THE INDEMNITOR FURTHER AGREES that The Companyei o r sheebyebgranted the right to rely upon this Agreement in issuing p insurance with respect to the land, whether or not Indemnitor is the person ordering the same, regardless of any change in ownership, title or interest in the land or the works of improvement thereon, or of any Page 2 • • • change of Indemnitor' s interest therein. Said right shall extend to subsequent policies issued with respect to the land. wever,terminationdemnitor may terminate said right at any time by gInvingiaort iy the notice delivered to one n writing, describing the land, signed by Company. The notice given under this paragraph shall be effective within a reasonable time after receipt by The Company. AND THE INDEMNITOR FURTHER AGREES that wherever the term policy(ies) is sed in tis Arement, it also shall include any itsucustomerhsuchgasebinders, commitments, title reports, guarantees, ument issued to letter reports. AND THE INDEMNITOR FURTHER AGREES that, if suit f suitrshall be fee brouf ght to enforce this Agreement, Indemnitor will pay the he Company. AND THE INDEMNITOR FURTHER AGREES that all of the obligations of Indemnitor hereunder shall be several as well as joint. All of the paovisions of this hereto and thm shall eirlegalrepresentati the benefit and bind the vesand successors in interest. IN WITNESS WHEREOF, the Indemnitors have executed this Mechanics ' Lien Agreement of Indemnification this day o (Indemnitor) Mineral Reserves, Inc. , a Colorado corporation • • Page 3 ISSUED BY COMMITMENT FOR TITLE INSURANCE ' ANst AnON Tins INSURANCE COMPANY Transnation TRANSNATION TITLE INSURANCE COMPANY, an Arizona corporation, herein called the Company, for a valuable consideration.hereby commits to issue its policy or policies of tide insurance,as identified in Schedule A,in favor of the proposed Insured named in Schedule A,as owner or mortgagee of the estate or interest covered hereby in the land described or referred to in Schedule A,upon payment of the premiums and charges therefor;all subject to the provisions of Schedules A and B and to the Conditions and Stipulations hereof. This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A hereof by the Company,either at the time of the issuance of this Commitment or by subsequent endorsement. This Commitment is preliminary to the issuance of such policy or policies of title insurance and all liability and obligations hereunder shall cease and terminate 120 days after the effective date hereof or when the policy or policies committed for shall be issued,whichever first occurs,provided that the failure to issue such policy or policies is not the fault of the company. IN WITNESS WHEREOF,TRANSNATION TITLE INSURANCE COMPANY has caused its Corporate Name and Seal to be hereunto affixed;this instrument,including Commitment,Conditions and Stipulations attached,to become valid when coun- tersigned by an Authorized Officer or Agent of the Company. TRANSNATION TITLE INSURANCE COMPANY $p1U tanst„ Attest: (yit+vYsg Q 5 ocenu"ay By: [� �J +s > nn n,i+n rt President Secretary • 41¢00 Conditions and Stipulations 1. The term mortgage,when used herein, shall include deed of trust,trust deed, or other security instrument. 2. If the proposed Insured has or acquires actual knowledge of any defect,,bisect encumbrance, than thoseclaim shown in Schedule other matter B affecting the estate or interest or mortgage thereon covered by hereof,and shall fail to disclose such knowledge to the Company in writing,the Company shall be relieved from liability for any loss or damage resulting from any Insuredtance shall disclose such knowledge to the Company, on to the extent the Company is r if the Compa by failure to ny herw such knowledge. If n the proposedadverse otherwise acquires actual knowledge of any such defect,lien,encumbtance,but such aim or other arnendmrnt shall r,the Company oot relieve the at its option may amend Schedule B of this Commitment accordingly, Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed requir for s and dofnly for or(b) actual loss exceptions shown reliance hereon in undertaking in good faith(a)to comply shown in Schedule B,or(c)to acquire or create the estate or interest or mortgage thereon covered by this Commitment.edule A for the i no ty is shall je such t liability nsr iexceednsuring provisions, the Conditions ount stated in and Stipulations,andcthe Exclusions from Coverage or policies for of the farm of p subject to the s commi pproposed Insured which are hereby incorporated by reference and form policy or policies committed for in favor of the prol modified herein are made a part of this Commitment except as expressly 4. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. PA 9�ro^ and rip amoctalon Commitment•1966 SPECIAL WARRANTY DEED THIS DEED, Made this 27th day of November, 2001, petween FREDA LEE DREILIING, formerly known as Freda Lee Ackerson, and MYRNA KAY SLABASZEWSKI, formerly known ap Myrna Kay Ackerson, of the County of Weld and State of Colorado, Grantors, and MINERAL RESERVES, INC., a Colorado corporation, whose legal address is 1400 West 64th Avenue, Denver, Colorado 80221, Attention: Duane Bollig, Division Land Manager, of the City and County of Denver, State of Colorado,Grantee: WITNESSETH, that the Grantors, for and in consideration of the sum of ONE MILLION FIVE HUNDRED EIGHTY FIVE THOUSAND THREE HUNDRED SEVENTY FIVE AND 00/100 DOLLARS ($1,585,375.00), the receipt and sufficiency of which is hereby acknowledged,have granted,bargained, sold and conveyed, and by these presents do grant, bargain, sell, convey, and confirm, unto the Grantee, its successors and assigns forever, all the real property situate, lying and being in the County of Weld, State of Colorado,described as follows: Parcel 1: The SE%of the NW% of Section 12,Township 1 North, Range 67 West of the 6'h P.M.; and Parcel 2: The NW'%of the SE%and the East 30 acres of the NE%of the SW'/ of Section 12,Township 1 North,Range 67 West of the 6'h P.M., Vacant Land—No Street Address TOGETHER WITH all minerals and mineral rights, sand and gravel and sand and gravel rights, oil and gas and oil and gas rights,coal and coal rights owned by Grantors,all rights of Grantors in and to existing oil and gas wells and leases and other leases affecting the above-described premises ("Premises"); all rights-of-way and easements owned or used by Grantors in connection with the Premises; all structures, fixtures, houses, buildings, pumps, wells, irrigation improvements and other improvements on the Premises and all other property rights appurtenant thereto; and except as otherwise provided herein, all water rights appurtenant to or used or usable in connection with the Premises, including all ditches and ditch rights, wells and well rights; reservoirs and reservoir and storage rights; all non-tributary or tributary groundwater underlying the Premises whether adjudicated or not, whether permitted or not; together with any and all structures and improvements and related facilities used for the diversion of such rights, such as headgates or other diversion structures, pumps, pipelines and measuring devices; well permits, shares of stock in any ditch or reservoir company and leases and any other rights of use of any ditch and/or reservoir water rights for water used upon and appurtenant to the Premises;provided, however, there is expressly excepted from this Deed all of Grantors' right,title and interest in the water rights represented by 1.75 shares of the Brighton Ditch Company, evidenced by Certificate Nos. 166, 168 and 223 (replacement for lost Certificate No. 167), such shares being the subject of a separate Water Rights Purchase Agreement between the Grantors and Grantee. TO HAVE AND TO HOLD the premises above bargained and described with the appurtenances unto the Grantee, its successors and assigns forever. The Grantors, for themselves, their heirs and personal representatives or successors, do covenant and agree that they shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the Grantee its successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under the Grantors, except for those matters set forth on Exhibit A attached hereto and incorporated by reference. IN WITNESS WHEREOF, the Grantors have executed this deed on the date set f above 7 a ld 0..- I L.. l Freda Lee Dreiling, labasu , f/k/a Freda Lee Ackerson f/k/a Myrna Kay Ackerson STATE OF COLORADO ) )ss. COUNTY OF 1��Lu�a i p• ) The foregoing instrument was acknowledged before me thi day of November, 2001 by Freda Lee Dreiling, f/k/a Freda Lee Ackerson, and Myrna Kay Slabaszewski,f/k/a Myrna Kay Ackerson. Witness my hand and official seal. My commission expires: ID- 7- ,fV"OTA• :O` • i •.�aO 4 % 'i tary Pu tc A , TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 80539258 C-3 SCHEDULE B - Continued EXCEPTIONS EXCEPTIONS 1 THROUGH 6 DELETED 7 . Oil and gas lease between Myrna Kay Slabaszewski, Mary Evelyn Leinweber and Freda Lee Dreiling and Frontier Land and Exploration, Inc. dated May 24, 1978, recorded May 26, 1978 in Book 833 as Reception No. 1754768, and any interests therein or rights thereunder. Note : Extension of the above lease as claimed by Affidavit of Production, pursuant to CRS 38-42-106, by Cotton Petroleum Corporation, recorded March 8, 1979 in Book 862 as Reception No. 1783828 and March 29, 1979 in Book 864 as Reception No. 1785820 . Note: Extension of the above lease as claimed by Affidavit of Production, pursuant to CRS 38-42-106, by HS Resources, Inc. , recorded December 12, 2000 as Reception No. 2812777 . (Affects Parcel 1) 8 . Right of way, whether in fee or easement only, for a pipe line or pipe lines and appurtenances, granted to Continental Pipe Line Company by Myrna Slabaszewski, Freda Dreiling and Mary E. Leinweber by instrument recorded February 22, 1980 in Book 896 as Reception No. 1817710, in which the specific location of the easement is not defined. (Affects Parcel 1) • 9 . Right of way, whether in fee or easement only, for undisclosed purposes, as granted to Elsie Thiebault by Lena Ackerson and Harold Ackerson, recorded February 7, 1947 in Book 1197 at Page 229, affecting the following described property: The West 20 feet of the SE1/4 . (Affects Parcel 2) 10 . All ores and minerals, including oil and gas, as reserved by The Great Western Railway Company, a Colorado corporation, in the deed to Lena Ackerson recorded September 8, 1948 in Book 1234 at Page 34, and any interests therein or rights thereunder. (Affects a strip of land 100 feet wide, being 50 feet wide on each side of the center line of The Denver, Laramie and Northwestern Railway Company, as originally located, over, across and through the SE1/4, said center line being more fully described as follows: Beginning at a point on the South line of said SE1/4, 1374 feet, more or less, West from the Southeast corner thereof, thence North 1 degree 7 minutes East, a distance of 2643 feet, more or less, to a point on the North line of said SE1/4, 1312 feet, more or less, West from the Northeast corner thereof . Page 10 TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8053925B C-3 SCHEDULE B - Continued EXCEPTIONS (Affects Parcel 2) 11 . Right of way, whether in fee or easement only, to construct, maintain, inspect, operate, replace, change, or remove a road approximately 30 feet wide, as granted to Amoco Production Company by Doris Ackerson, recorded January 11, 1973 in Book 683 as Reception No. 1605178, affecting the following described property: Commencing at a point on the South line of Sec. 12 approximately 100 feet East of the N-S C/L then running approximately 250 feet North, then Northeasterly approximately 250 feet then generally North to the North line of the SE1/4, Sec. 12 . (Affects SE1/4 of Parcel 2) 12 . Right of way, whether in fee or easement only, for the purposes of laying, constructing, maintaining, operating, repairing, replacing and removing pipe lines and appurtenances, granted to Colorado Interstate Corporation by Doris R. Ackerswon, Executrix of the Estate of Lena Ackerson by instrument recorded November 19, 1973 in Book 703 as Reception No. 1625016, in which the specific location of the easement is not defined. (Affects SE1/4 of Parcel 2) 13 . Oil and gas lease between Doris Ackerson, as Executrix of the Estate of Lena Ackerson, deceased and T. S. Pace dated March 19, 1970, recorded April 22, 1970 in Book 624 as Reception No. 1545940, and any interests therein or rights thereunder. Note: Extension of the above lease as claimed by Affidavit of Production, pursuant to CRS 38-42-106, by Amoco Production Company, recorded October 24, 1974 in Book 725 as Reception No. 1647353 . Note:- Extension of the above lease as claimed by Affidavit of Production, pursuant to CRS 38-42-106, by HS Resources, Inc. , recorded December 12, 2000 as Reception No. 2812777 . (Affects Parcel 2) 14 . Right of way, whether in fee or easement only, to lay, construct, maintain, lower, inspect, repair, replace, relocate, change the size of, operate, and remove a pipe line and appurtenances, granted to Panhandle Eastern Pipe Line Company by The Lena Ackerson Estate by instrument recorded December 2, 1975 in Book 754 as Reception No. 1675875, in which the specific location of the easement is not defined. (Affects SE1/4 of Parcel 2) Page 11 x TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8053925E C-3 SCHEDULE B - Continued EXCEPTIONS 15 . Right of way, whether in fee or easement only, to lay, maintain, inspect, alter, repair, operate, protect, remove and relay a pipe line or pipe lines and appurtenances, granted to Continental Pipe Line Company by Myrna Slabaszewski and Freda Dreiling by instrument recorded February 22, 1980 in Book 896 as Reception No. 1817708, in which the specific location of the easement is not defined. (Affects NE1/4SW1/4 of Parcel 2) 16 . Easement, Right of Way and Surface Use Agreement, and the terms, agreements, provisions, conditions and obligations contained therein, between Myrna Kay Slabaszewski, grantor, and HS Resources, Inc . , a Delaware corporation, grantee, recorded February 3, 2000 as Reception No. 2747864, in which the specific location is not defined. (Affects Parcel 2) 17 . Lack of a right of access from the land to any open public road, street or highway. NOTE: This exception is necessary because it does not appear from the instruments in the office of the Clerk and Recorder of the County in which subject property is situated that any right of access exists to an open public roadway. (Affects Parcels 1 and 2) NOTE: This exception will be deleted upon completion of the Easements called for in the Requirements being granted. I 18 . Notes, Areas of Concern, and Matters of Survey, as shown on ALTA/ACSM Land Title Survey by Robert M. Sayre, dated November 14 , 2001, Job Reference LFRGLPTN, File Reference Sistersl . 19 . All Covenants, conditions, restrictions, leases and assignments thereof, mineral reservations and mineral leases and assignments thereof. 1f (Affects Easements 1, 2 and 3) 20 . All rights of way and easements, including, but not limited to those for roads, ditches, waterways, utilities, drainage, pipelines, railroads, and avigation. (Affects Easements 1, 2 and 3) Page 12 • PERSONAL REPRESENTATIVE'S DEED THIS DEED made by Larry R. Leinweber, as Personal Representative of the Estate of Mary E. Leinweber, a/k/a Mary Evelyn Leinweber, Deceased, Grantor, to Mineral Reserves, Inc., a Colorado corporation, Grantee, whose address is 1400 W. 64°'Avenue,Denver, CO 80221 WHEREAS,Mary E. Leinweber died testate on March 10, 1999; WHEREAS Grantor was appointed as Personal Representative, in Weld County District Court, Probate Case#99-PR-102 on March 22, 1999; THEREFORE, for the consideration of Ten dollars ($10.00) and other good and valuable consideration, Grantor sells and conveys to Grantee, Grantor's interest in the following real property in Weld County, Colorado: The SE'% of the NW'% of Section 12, Township 1 North, Range 67 West of the 6th P.M., Vacant Land—No Street Address TOGETHER WITH all minerals and mineral rights, sand and gravel and sand and gravel rights, oil and gas and oil and gas rights, coal and coal rights owned by Grantors, all rights of Grantors in and to existing oil and gas wells and leases and other leases affecting the above-described premises ("Premises"); all rights-of-way and easements owned or used by Grantors in connection with the Premises; all structures, fixtures, houses, buildings, pumps, wells, irrigation improvements and other improvements on the Premises and all other property rights appurtenant thereto; and except as otherwise provided herein, all water rights appurtenant to or used or usable in connection with the Premises, including all ditches and ditch rights, wells and well rights; reservoirs and reservoir and storage rights; all non-tributary or tributary groundwater underlying the Premises whether adjudicated or not, whether permitted or not; together with any and all structures and improvements and related facilities used for the diversion of such rights, such as headgates or other diversion structures, pumps, pipelines and measuring devices; well permits, shares of stock in any ditch or reservoir company and leases and any other rights of use of any ditch and/or reservoir water rights for water used upon and appurtenant to the Premises; provided, however, there is expressly excepted from this Deed all of Grantors' right, title and interest in the water rights represented by 1.75 shares of the Brighton Ditch Company, evidenced by Certificate Nos. 166, 168 and 223 (replacement for lost Certificate No. 167), such shares being the subject of a separate Water Rights Purchase Agreement between the Grantors and Grantee. Grantor warrants title to above-described premises against all persons claiming under Grantor, except as to those matters set forth in Exhibit A attached hereto and incorporated by reference. Executed on this 27s'day of November, 2001 Larry R. inweber, Personal Representative of the Estate of Mary E. inweber, a/k/a Mary Evelyn Leinweber STATE OF COLORADO ) ) se. COUNTY OF ADAMS ) The foregoing instrument was acknowledged before me this 27s' day of November, 2001 by Larry R. Leinweber,iPersonal Representative of the Estate of Mary E. Leinweber, a/k/a Mary Evelyn Leinweber . • C } . ,1 Not 1 • ti TRANSNATION TITLE INSURANCE COMPANY • I Commitment No. ; 8053925B C-3 SCHEDULE B - Continued EXCEPTIONS EXCEPTIONS 1 THROUGH 6 DELETED 7 . Oil and gas lease between Myrna Kay Slabaszewski, Mary Evelyn Leinweber and Freda Lee Dreiling and Frontier Land and Exploration, Inc. dated May 24, 1978, recorded May 26, 1978 in Book 833 as Reception No. 1754768, and any interests therein or rights thereunder. Note : Extension of the above lease as claimed by Affidavit of Production, pursuant to CRS 38-42-106, by Cotton Petroleum Corporation, recorded March 8, 1979 in Book 862 as Reception No. 1783828 and March 29, 1979 in Book 864 as Reception No. 1785820 . Note : Extension of the above lease as claimed by Affidavit of Production, pursuant to CRS 38-42-106, by HS Resources, Inc . , recorded December 12 , 2000 as Reception No. 2812777 . (Affects Parcel 1) 8 . Right of way, whether in fee or easement only, for a pipe line or pipe lines and appurtenances, granted to Continental Pipe Line Company by Myrna Slabaszewski, Freda Dreiling and Mary E. Leinweber by instrument recorded February 22, 1980 in Book 896 as Reception No. 1817710, in which the specific location of the easement is not defined. (Affects Parcel 1) 9 . Right of way, whether in fee or easement only, for undisclosed purposes, as granted to Elsie Thiebault by Lena Ackerson and Harold Ackerson, recorded February 7, 1947 in Book 1197 at Page 229, affecting the following described property: The West 20 feet of the SE1/4 . (Affects Parcel 2) 10 . All ores and minerals, including oil and gas, as reserved by The Great Western Railway Company, a Colorado corporation, in the deed to Lena Ackerson recorded September 8, 1948 in Book 1234 at Page 34 , and any interests therein or rights thereunder. (Affects a strip of land 100 feet wide, being 50 feet wide on each side of the center line of The Denver, Laramie and Northwestern Railway Company, as originally located, over, across and through the SE1/4 , said center line being more fully described as follows: Beginning at a point on the South line of said SE1/4 , 1374 feet, more or less, West from the Southeast corner thereof, thence North 1 degree 7 minutes East, a distance of 2643 feet, more or less, to a point on the North line of said SE1/4 , 1312 feet, more or less, West from the Northeast corner thereof. Page 10 • TRANSNATION TITLE INSURANCE COMPANY Commitment No. ; 80539258 C-3 SCHEDULE B - Continued EXCEPTIONS (Affects Parcel 2) 11 . Right of way, whether in fee or easement only, to construct, maintain, inspect, operate, replace, change, or remove a road approximately 30 feet wide, as granted to Amoco Production Company by Doris Ackerson, recorded January 11, 1973 in Book 683 as Reception No. 1605178, affecting the following described property: Commencing at a point on the South line of Sec . 12 approximately 100 feet East of the N-S C/L then running approximately 250 feet North, then Northeasterly approximately 250 feet then generally North to the North line of the SE1/4 , Sec . 12 . (Affects SE1/4 of Parcel 2) 12 . Right of way, whether in fee or easement only, for the purposes of laying, constructing, maintaining, operating, repairing, replacing and removing pipe lines and appurtenances, granted to Colorado Interstate Corporation by Doris R. Ackerswon, Executrix of the Estate of Lena Ackerson by instrument recorded November 19, 1973 in Book 703 as Reception No. 1625016, in which the specific location of the easement is not defined. (Affects SE1/4 of Parcel 2) 13 . Oil and gas lease between Doris Ackerson, as Executrix of the Estate of Lena Ackerson, deceased and T. S. Pace dated March 19, 1970, recorded April 22 , 1970 in Book 624 as Reception No. 1545940, and any interests therein or rights thereunder. Note : Extension of the above lease as claimed by Affidavit of Production, pursuant to CRS 38-42-106, by Amoco Production Company, recorded October 24, 1974 in Book 725 as Reception No. 1647353 . Note : Extension of the above lease as claimed by Affidavit of Production, pursuant to CRS 38-42-106, by HS Resources, Inc. , recorded December 12 , 2000 as Reception No. 2812777 . (Affects Parcel 2) 14 . Right of way, whether in fee or easement only, to lay, construct, maintain, lower, inspect, repair, replace, relocate, change the size of, operate, and remove a pipe line and appurtenances, granted to Panhandle Eastern Pipe Line Company by The Lena Ackerson Estate by instrument recorded December 2 , 1975 in Book 754 as Reception No. 1675875, in which the specific location of the easement is not defined. (Affects SE1/4 of Parcel 2) Page 11 TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8053925E C-3 SCHEDULE 8 - Continued • EXCEPTIONS 15 . Right of way, whether in fee or easement only, to lay, maintain, inspect, alter, repair, operate, protect, remove and relay a pipe line or pipe lines and appurtenances, granted to Continental Pipe Line Company by Myrna Slabaszewski and Freda Dreiling by instrument recorded February 22, 1980 in Book 896 as Reception No. 1817708, in which the specific location of the easement is not defined. (Affects NE1/4SW1/4 of Parcel 2) 16 . Easement, Right of Way and Surface Use Agreement, and the terms, agreements, provisions, conditions and obligations contained therein, between Myrna Kay Slabaszewski, grantor, and HS Resources, Inc. , a Delaware corporation, grantee, recorded February 3 , 2000 as Reception No. 2747864, in which the specific location is not defined. (Affects Parcel 2) 17 . Lack of a right of access from the land to any open public road, street or highway. NOTE: This exception is necessary because it does not appear from the instruments in the office of the Clerk and Recorder of the County in which subject property is situated that any right of access exists to an open public roadway. (Affects Parcels 1 and 2) NOTE: This exception will be deleted upon completion of the Easements called for in the Requirements being granted. 18 . Notes, Areas of Concern, and Matters of Survey, as shown on ALTA/ACSM Land Title Survey by Robert M. Sayre, dated November 14, 2001, Job Reference LFRGLPTN, File Reference Sistersl . 19 . All Covenants, conditions, restrictions, leases and assignments thereof, mineral reservations and mineral leases and assignments thereof. (Affects Easements 1, 2 and 3) 20 . All rights of way and easements, including, but not limited to those for roads, ditches, waterways, utilities, drainage, pipelines, railroads, and avigation. (Affects Easements 1, 2 and 3) Page 12 BARGAIN AND SALE DEED THIS DEED, Made this 27th day of November, 2001, between FREDA LEE DREILIING, formerly known as Freda Lee Ackerson, MYRNA KAY SLABASZEWSKI, formerly known as Myrna Kay Ackerson, LARRY R. LEINWEBER as personal representative of the Estate of Mary E. Leinweber, also known as Mary Evelyn Leinweber, formerly known as Mary Evelyn Ackerson, Deceased, and D & S MINING, INC., a Colorado corporation, of the County of Weld and State of Colorado, Grantors, and MINERAL RESERVES, INC., a Colorado corporation,whose legal address is 1400 West 64th Avenue, Denver, Colorado 80221, Attention: Duane Bollig, Division Land Manager, of the City and County of Denver, State of Colorado,Grantee: • WITNESSETH,that the Grantors, for ten dollars and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, sell and convey to Grantee all right, title, claim and demand of Grantors in and to all the real property situate, lying and being in the County of Weld, State of Colorado,described as follows: The SE%of the NW'%of Section 12,Township 1 North,Range 67 West of the 6th P.M. (conveyance made to clarify that the intent of the Quit Claim Deed recorded February 5, 1992 in Book 1325 as Reception No.2277307 was to convey to D&S Mining,Inc.,the NE%of the N W'%.of said Section 12); and Vacated roads, streets, alleys or rights-of-way and any strips and gores of land within or adjoining the following described land in said Section 12: The NW%of the SE%and the East 30 acres of the NE%of the SW'/.; The SE%of the N W'/; The S%of the East 60 acres of the SW%and the West Quarter of the SW%of the SEW.;and The East 30 acres of the SW','.of the SE'/., EXCEPTING AND RESERVING TO GRANTORS, HOWEVER, as their interests therein may now appear of record, the SW'/.NW%, the NE'/.NW1/4 and the E'/3SE% of said Section 12. Vacant Land—No Street Address With all appurtenances TO HAVE AND TO HOLD the premises above bargained and described with the appurtenances unto the Grantee, its successors and assigns forever. IN WITNESS WHEREOF,the Grantors have executed this deed on the date set forth above ft„,74 ' haLeeDreng, % it? f/k/a Freda Lee Ackerson f/k/a Myrna K. Ackerson D&S MINING,INC.,a Colorado corporation, La R. Leinwe er as Personal 4 - Representative of the Estate of Mary By: Z{-et/AL.R,t. a D Evelyn Leinweber, a/k/a Mary E. Freda Lee Dreiling, President Leinweber, f/k/a Mary Evelyn Ackerson, Deceased (Seal] . STATE OF COL ) )as. COUNTY OF The foregoing instrument was acknowledged before me th day of November, 2001 by Freda Lee Dreiling, f/k/a Freda Lee Ackerson,and Myrna Kay Slabaszewski,f/k/a Myrna I�ay Ackerson. Witness my hand and official seal. 60 SO IA'.0`'1 My commission expires: #.► 7�a—. • 8.1 • • otary u.is ,r ett/ %99 STATE OF COL ADO .... j lzp .. .• P:" ss. OR OOV- COUNTY OF ) MiCaardielon Wm 10/22/2(01 The foregoing instrument was acknowledged before me this7day of November, 2001 by Larry R. Leinweber as Personal Representative of the Estate of Mary Evelyn Leinweber, a/k/a Mary E. Leinweber, f/k/a Mary Evelyn Ackerson, Deceased. Witness my hand and official seal. ^4 / __ %6 M. On 0... My commission expires: - ��' k •';TA%Q••.0 Nota Public : N. .p • STATE OF COLO DO ) I i�/le... .13O t. COUNTY OF )ss. O/e OOO '' ) 14 CrnellialaillaIWIRIOX The foregoing instrument was acknowledged before me thiday of November, 2001 by Freda Lee Dreiling, f/k/a Freda Lee Ackerson, individually and as President of D&S Mining, Inc.,a Colorado corporation. Witness my hand and official seal. My commission expires: N ary Public O , . : ' w OYItebp etIOIVISS TRANSNATION TITLE INSURANCE COMPANY 1113 Tenth Avenue Greeley, CO 80631 Baker & Hostetler LLP 303 E. 17th Avenue Suite 1100 Denver, CO 80203 Attn: James M. King, Esq. Order No. 8053925B C-3 November 26, 2001 RE: Mineral Reserves, Inc. /Leinweber, Estate of Mary Evelyn Vacant land This revised commitment reflects changes to the following items: Effective Date Policy Amounts/Premiums/Charges Vesting Legal Description Requirement (s) : Exceptions: We are pleased to have the opportunity to be of service. If you have any questions or changes, please contact Stacia Tutty at 303-655-9595 cc: Transnation Title - Brighton Attn: Billie Dodd Mineral Reserves, Inc. Attn: Duane Bollig Freda Lee Dreiling Robert M. Sayre, PLS Fowler, Schimberg & Flanagan, PC Attn: Timothy J. Flanagan, Esq. NOV 2I 261 NOTICE OF POTENTIAL MINERAL SEVERANCE If Schedule B of your commitment for an owner's title policy reflects an exception for mineral interests or leases, pursuant to CRS 10-11-123 (KB 01-1088),this is to advise: z. (a) That there is recorded evidence that a mineral estate has been severed, leased, or otherwise conveyed from the surface estate and that them is a substantial likelihood thata third party holds some or all interest in oil, gas, other minerals, or geothermal energy in the property; and (b) That such mineral estate may include the right to enter and use the property without the surface owner's permission. TRANSNATION TITLE INSURANCE COMPANY COMMITMENT FOR TITLE INSURANCE SCHEDULE A Commitment No. : 8053925B C-3 1. Effective Date: November 15, 2001 at 7:00 A.M. 2. Policy or policies to be issued: Amount Premium A. ALTA Owner's Policy $ 1, 815, 000.00 $3, 577.00 Proposed Insured: Mineral Reserves, Inc. , a Colorado corporation • B. ALTA Loan Policy $ $ Proposed Insured: ' Tax Info Services $20.00 Form 116.4 (Parcels 1 and 2) $100.00 Form 110 .1 $358 .00 3 . The estate or interest in the land described or referred to in this commitment and covered herein is fee simple and title thereto at the effective date hereof vested in: :Freda Lee Dreiling and Mary E. Leinweber, deceased and Myrna K. Slabaszewski, as tenants in common, as to Parcel 1; and Myrna Kay Slabaszewski, formerly Myrna Kay Ackerson and Freda Lee Dreiling, formerly Freda Lee Ackerson, as tenants in common, as to Parcel 2 : and Freda Lee Dreiling, as to Easement 1; Brent H. Schroeder and Mary A. Schroeder, as joint tenants, as to Easement 2; and D & S Mining, Inc. , a Colorado corporation, as to Easement 3 . 4 . The land referred to in this commitment is described as follows: (SEE ATTACHED PAGE FOR LEGAL DESCRIPTION) TRANSNATION TITLE INSURANCE COMPANY By Wanda L. Calhoun Authorised Signature Issued: November 26, 2001 WLC/MAS/TLF/jd TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 80539258 C-3 SCHEDULE A - Continued LEGAL DESCRIPTION PARCEL 1 : The SE1/4 of the NW1/4 of Section 12, Township 1 North, Range 67 West of the 6th P.M. , County of Weld, State of Colorado. PARCEL 2 : The NW1/4 of the SE1/4 and the East 30 acres of the NE1/4 of the SW1/4 of Section 12, Township 1 North, Range 67 West of the 6th P.M. , County of Weld, State of Colorado. EASEMENT 1: An access easement through the West 30 acres of the W1/2 of the SE1/4 of Section 1, Township 1 North, Range 67 West of the 6th P.M. , County of Weld, State of Colorado. . A perpetual non-exclusive -easement, being forth feet in width for the first 250 feet of said easement, and thirty feet in width for the remaining 2,422.47 feet of said easement, said easement being 15 feet to the Easterly side of the following described centerline through the entirety of said easement, and 25 feet to the Westerly side of centerline for the first 250 feet of said easement, and then 15 feet to the Westerly side of said centerline for the remaining 2,422 .47 feet of said easement., the road surface being limited to thirty feet in width, exclusive of side slopes and ditches for the road, as necessary, and said easement being for purposes of ingress, egress and utilities, over, under and across a portion of the West 30 acres of the W1/2 of the SE1/4 of Section 1, Township 1 North, Range 67 West of the 6th P.M. , County of Weld, State of Colorado, the sidelines of said easement being prolonged or foreshortened to abut the South line of Colorado State Highway No. 52 (as described in Book 1475 at Page 514) on the North, and to abut the South and West lines of the West 30 acres of the W1/2 of the SE1/4 of said Section 1 on the South, said easement's centerline being described in particular as follows: Beginning at a point on the North line of Lot A of Recorded Exemption No. 1469-12-1-RE-1525, from which point of beginning the Northwest corner of said Lot A bears South 89 degrees 11 minutes 57 seconds West, 25.00 feet, and with all bearings herein relative thereto, said point of beginning being on a line parallel to and 25.00 feet distant Easterly from the West line of the SE1/4 of said Section 1; Thence North 00 degrees 04 minutes 58 seconds West, along said line paralleling the West line of the SE1/4 of said Section 1, 250.00 feet to an angle point in said easement' s centerline, said angle point also representing the transition point of the easement's width from 40 feet to 30 feet; Page 2 TRANSNATION TITLE INSURANCE COMPANY Commitment Noss 8053925B C-3 SCHEDULE A - Continued LEGAL DESCRIPTION Thence North 00 degrees 53 minutes 03 seconds West, 483 .07 feet to a . point of curvature; Thence Northerly, along the arc of a curve to the right, 34 .82 feet to a point of tangency, said arc of curve having a radius of 1000.00 feet, an interior angle of 01 degrees 59 minutes 42 seconds and a chord bearing • North 00 degrees 06 minutes 48 seconds East, 34 . 82 feet; Thence North 01 degrees 06 minutes 39 seconds East, 402 .48 feet to a point of curvature; Thence Northerly, along the arc of a curve to the left, 31.36 feet to a point of reverse curvature, said arc of curve having a radius of 1000.00 . feet, an interior angle of 01 degrees 47 minutes 48 seconds and a chord bearing North 00 degrees 12 minutes 45 seconds, a distance of 31.35 feet; Thence Northerly, along the arc of a curve to the right, 341.25 feet to a point of compound curvature, said arc of curve having a radius of 28, 118.04 feet, an interior angle of 00 degrees 41 minutes 43 seconds and a chord bearing North 00 degrees 20 minutes 17 seconds West, 341.25 feet; Thence Northerly, along the arc of a curve to the right, 103 .21 feet to a point of compound curvature, said arc of curve having a radius of 1000.00 feet, an interior angle of 05 degrees 54 minutes 48 seconds and a chord bearing North 02 degrees 57 minutes 59 seconds East, 103 .16 feet; Thence Northeasterly, along the arc of a curve to the right, a distance . of 350.54 feet to a point of tangency, said arc of curve having a radius of 524 .86 feet, and interior angle of 38 degrees 16 minutes 00 seconds and a chord bearing North 25 degrees 03 minutes 23 seconds East, 344.06 feet; Thence North 44 degrees 11 minutes 23 seconds East, 129.64 feet to a point of curvature; Thence Northeasterly, along the arc of a curve to the left, 213 .23 feet to a point of tangency, said arc of a curve having a radius of 303.00 feet, an interior angle of 40 degrees 19 minutes 12 seconds and a chord bearing North 24 degrees 01 minutes 47 seconds East, 208.85 feet; Thence North 03 degrees 52 minutes 11 seconds East, 332 .87 feet to a point on the South right-of-way line of Colorado State Highway No. 52, and the point of terminus of this easement's centerline, from which point of terminus the Center Quarter Corner of said Section 1 bears approximately North 80 degrees 01 minutes 41 seconds West, a distance of 381.67 feet. EASEMENT 2 : Access easement through Lot A of Recorded Exemption RE 1525 . A perpetual non-exclusive easement for purposes of ingress, egress and utilities, over, under and across the Northwesterly portion of Lot A of Recorded Exemption No. 1469-12-1-RE 1525 in the NE1/4 of Section 12, Township 1 North, Range 67 West of the 6th P.M. , County of Weld, State of Colorado, said easement being described in particular as follows: Page 3 TRANSNATION TITLE INSURANCE COMPANY • Commitment No. : 8053925E C-3 SCHEDULE A - Continued LEGAL DESCRIPTION Beginning at the Northwest corner of Lot A of said Recorded Exemption No. 1469-12-1-RE 1525; Thence North 89 degrees 11 minutes 57 seconds East, along the North line of Lot A of Recorded Exemption No. 1469-12-1-RE 1525 (and with all bearings herein relative thereto) a distance of 50.00 feet; • Thence South 00 degrees 48 minutes 03 seconds East, departing the North line of Lot A of Recorded Exemption No. 1469-12-1-RE 1525, and at right angles to the North line of Lot A of Recorded Exemption No. 1469-12-1-RE 1525, a distance of 150 .00 feet; Thence South 19 degrees 14 minutes 07 seconds West, a distance of 150..00 feet to a point on the West line of Lot A of Recorded Exemption No. 1469-12-1-RE 1525, said West line of Lot A being the West line of the NW1/4 of the NE1/4 of said Section 12; Thence North 00 degrees 44 minutes 52 seconds West, along the West line of Lot A of Recorded Exemption No. 1469-12-1-RE 1525 and along the West line of the NW1/4 of the NE1/4 of said Section 12, 282 .86 feet to an angle point in the West line of said Lot A; Thence North 07 degrees 11 minutes 05 seconds East, along the West line of said Lot A, 8 . 14 feet to the Point of Beginning. EASEMENT 3 : • Access easement through NE1/4 of NW1/4 of Section 12, Township 1 North, • Range 67 West of the 6th P.M. , County of Weld, State of Colorado. A perpetual non-exclusive easement, being forty feet in width for the first 250 feet of said easement, and thirty feet in width for the remaining 1,100.35 feet of said easement, said easement being 15 feet to the Westerly side of the following described centerline through the entirety of said easement, and 25 feet to the Easterly side of centerline for the first 250 feet of said easement, and then 15 feet to the Easterly side of said centerline for the remaining 1, 100.35 feet of said easement, the road surface being limited to thirty feet in width, exclusive of side slopes and ditches for the road, as necessary, and said easement being for purposes of ingress, egress and utilities, over, under and across a portion of the NE1/4 of the NW1/4 of Section 12, Township 1 North, Range 67 West of the 6th P.M. , County of Weld, State of Colorado, the sidelines of said easement being prolonged or foreshortened to abut the North and East lines of the NE1/4 of the NW1/4 of said Section 12 on the North, and to abut the North line of the SE1/4 of the NEl/4 of said Section 12 on the South, said easement's centerline being described in particular as follows: • Beginning at a point on the North line of the NE1/4 of the NW1/4 of said Section 12, said point of beginning being on a line parallel to and 25.00 feet distant Westerly from the East line of the NE1/4 of the NW1/4 of said Section 12; Thence South 00 degrees 44 minutes 52 seconds East, along said line Page 4 TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 80539258 C-3 SCHEDULE A - Continued LEGAL DESCRIPTION • parallel to and 25.00 feet distant Westerly from the East line of the NE1/4 of the NW1/4 of said Section 12, 250.00 feet to a point of curvature, said point of curvature also representing the transition point of the easement's width from 40 feet to 30 feet; Thence Southerly, along the arc of a curve to the right, 313.47 feet to a point of tangency, said arc of curve having a radius of 851.0.1 feet, and interior angle of 21 degrees 06 minutes 18 seconds and a chord bearing South 09 degrees 48 minutes 17 seconds West, 311.70 feet; Thence South 20 degrees 21 minutes 26 seconds West, 71.39 feet to a point of curvature; Thence Southerly, along the arc of a curve to the left, 226.32 feet to a point of tangency, said arc of curve having a radius of 247.78 feet, and interior angle of 52 degrees 20 minutes 07 seconds and a chord bearing South 05 degrees 48 minutes 38 seconds East, a distance of 218 .54 feet; Thence South 31 degrees 58 minutes 41 seconds East, a distance of 75.53 feet to a point of curvature; Thence Southerly, along the arc of a curve to the right, 91.57 feet to a point of tangency, said arc of curve having a radius of 168.00 feet, an interior angle of 31 degrees 13 minutes 49 seconds and a chord bearing South 16 degrees 21 minutes 47 seconds East, a distance of 90.44 feet; Thence South 00 . degrees 44 minutes 52 seconds East, a distance of 150.00. feet to an angle point in said .centerline; Thence South 00 degrees 25 minutes 52 seconds East, a distance of 172 .07 • feet to a point on the North line of the SE1/4 of the NW1/4 of said Section 12, and the point of terminus of this easement's centerline, from which point of terminus the Northeast Corner of the SE1/4 of the NW1/4 of said Section 12 bears approximately South 89 degrees 49 minutes 54 seconds East, a distance of 25.00 feet. • Page 5 • TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8053925E C-3 SCHEDULE A - Continued REQUIREMENTS The following are the requirements to be complied with prior to the issuance of said policy or policies. Any other instrument recorded subsequent to the date hereof may appear as an exception under Schedule B of the policy to be issued. Unless otherwise noted, all documents must be recorded in the office of the clerk and recorder of the county in • which said property is located. NOTE: PURSUANT TO SENATE BILL 91-14 (CRS 10-11-122) THE COMPANY WILL NOT ISSUE ITS POLICY OR POLICIES OF TITLE INSURANCE CONTEMPLATED BY THIS COMMITMENT UNTIL IT HAS BEEN PROVIDED A CERTIFICATE OF TAXES DUE OR OTHER EQUIVALENT DOCUMENTATION FROM THE COUNTY TREASURER OR THE COUNTY TREASURER'S AUTHORIZED AGENT; OR UNTIL THE PROPOSED INSURED HAS NOTIFIED OR INSTRUCTED THE COMPANY IN WRITING TO THE CONTRARY. NOTE: • IF THIS TRANSACTION INCLUDES A SALE OF THE PROPERTY AND THE SALES PRICE EXCEEDS $100,000.00, THE SELLER MUST COMPLY WITH THE DISCLOSURE/WITHHOLDING PROVISIONS OF C.R.S. 39-22-604.5 (NONRESIDENT WITHHOLDING) . NOTE: • EFFECTIVE SEPTEMBER 1, 1997, CRS 30-10-406 REQUIRES THAT ALL DOCUMENTS RECEIVED FOR RECORDING OR FILING IN THE CLERK AND RECORDER'S OFFICE SHALL CONTAIN A TOP MARGIN OF AT LEAST ONE INCH AND A LEFT, RIGHT AND BOTTOM MARGIN OF AT LEAST ONE-HALF INCH. THE CLERK AND RECORDER MAY REFUSE TO RECORD OR FILE ANY DOCUMENT THAT DOES NOT CONFORM. A. Deed, executed by the President, Vice President or other head officer from D & S Mining, Inc. , a Colorado corporation to Freda Lee Dreiling, Myrna K. Slabaszewski, and Larry R. Leinweber, Personal Representative of the Estate of Mary E. Leinweber, aka Mary Evelyn Leinweber, formerly Mary Evelyn Ackerson, deceased, conveying Parcel 1. NOTE: Corporate Seal or facsimile must be affixed. NOTE: This requirement is necessary because a portion of the legal description on Quit Claim Deed recorded February 5, 1992 in Book 1325 as Reception No. 2277306 between Myrna Kay Slabaszewski and Freda Lee Dreiling, grantors and D & S Mining, Inc. , grantee, was described as follows: Page 6 TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 80539258 C-3 SCHEDULE A - Continued REQUIREMENTS "The NE1/4, NW1/4 of Section 12, Township 1 North, Range 67 West of the 6th P.M. , containing 40 acres more or less together with all mineral rights appurtenant thereto. " It cannot be determined if the intent was to convey • property in the NE1/4 and the NW1/4 or the NE1/4 of the NW 1/4 . B. Evidence satisfactory to the Company of the payment of any federal estate taxes which may have become due by reason of the death of Mary E. Leinweber. (Affects Parcel 1) C. The following documents should be obtained and recorded from the estate of Mary E. Leinweber, aka Mary Evelyn Leinweber, deceased, Case No. 99 PR 102, District Court in and for the County of Weld, State of Colorado. 1. Personal Representative's Deed from Larry R. Leinweber, Personal Representative of the Estate of Mary E. Leinweber, aka Mary.. Evelyn Leinweber, deceased, describing the Will, time and place .of probate and date of appointment, and noting the state documentary fee, conveying subject property to Mineral Reserves, Inc. , a Colorado corporation, conveying Parcel 1. D. Deed from Freda Lee Dreiling and Myrna K. Slabaszewski to Mineral Reserves, Inc. , a Colorado corporation, conveying Parcel 1. E. Deed from Myrna Kay Slabaszewski, formerly Myrna Kay Ackerson and Freda Lee Dreiling, formerly Freda Lee Ackerson to Mineral Reserves, Inc. , a Colorado corporation, conveying Parcel 2 . F. Easement from Freda Lee Dreiling to Mineral Reserves, Inc. , a Colorado corporation, granting Easement 1. G. Partial Release by the Public Trustee, releasing subject property from the lien of: Deed of Trust from Brent H. Schroeder and Mary A. Schroeder to the Public Trustee of the County of Weld for the use of Vectra Bank Colorado, National Association to secure $125, 000. 00 dated June • 22, 2001 recorded June 29, 2001 as Reception No. 2861726. NOTE: Assignment of the beneficial interest in the Deed of Trust above to Zions First National Bank, N.A. recorded June 29, 2001 as Reception No. 2861727. Page 7 TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8053925B C-3 SCHEDULE A - Continued REQUIREMENTS (Affects Easement 2) • H. Easement from Brent H. Schroeder and Mary A. Schroeder to Mineral Reserves, Inc. , a Colorado corporation, granting Easement 2 . I. Easement from D & S Mining, Inc. , a Colorado corporation, to • Mineral Reserves, Inc. , a Colorado corporation, granting Easement 3. J. A satisfactory affidavit and agreement (copy attached) indemnifying the Company against unfiled mechanics' and • materialmen's liens, executed by the persons indicated must be furnished to the Company, together with any additional premium required by the filed rates of the Company. Upon receipt of these items, pre-preprinted Item Number 4 will be deleted from the policy(s) when issued. NOTE: If subject property is currently under construction or new improvements have been made this commitment is subject to further requirements. • Page 8 TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8053925E C-3 SCHEDULE B EXCEPTIONS • The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of parties in possession not shown by the public records. • 2 . Easements, or claims of easements, not shown by the public records. 3 . Discrepancies, conflicts in boundary lines, shortage in area, . encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are not shown by the public records. 4 . Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the . proposed insured acquires of record, for value the estate or interest or mortgage thereon covered by this Commitment. , Note: The above exception will not appear on policies where closing and settlement has been performed by the company. 6. a. Taxes due and payable; and any tax, special assessments, charge or lien imposed for water or sewer service, or for any other special taxing district. b. Any and all unredeemed tax sales, if any. Note:Upon receipt of a Certificate of Taxes Due evidencing that there are no existing open tax sales, the above exception 6b will not appear on the policy to be issued hereunder. Note: PURSUANT TO CRS 10-11-122 NOTICE IS HEREBY GIVEN THAT: (A) THE SUBJECT PROPERTY NAY BE LOCATED IN A SPECIAL TAXING DISTRICT; (B) A CERTIFICATE OF TAXES DUE LISTING EACH TAKING JURISDICTION MAY BE OBTAINED FROM THE COUNTY TREASURER OR THE COUNTY TREASURER'S AUTHORIZED AGENT; (C) INFORMATION REGARDING SPECIAL DISTRICTS AND THE BOUNDARIES OF SUCH DISTRICTS MAY BE OBTAINED FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. • Page 9 TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8053925E C-3 SCHEDULE B - Continued EXCEPTIONS 7. Oil and gas lease between Myrna Kay Slabaszewski, Mary Evelyn Leinweber and Freda Lee Dreiling and Frontier Land and Exploration, Inc. dated May 24, 1978, recorded May 26, 1978 in Book 833 as Reception No. 1754768, and any interests therein or rights thereunder. • Note: Extension of the above lease as claimed by Affidavit of Production, pursuant to CRS 38-42-106, by Cotton Petroleum Corporation, recorded March 8, 1979 in Book 862 as Reception No. 1783828 and March 29, 1979 in Book 864 as Reception No. 1785820. Note: Extension of the above lease as claimed by Affidavit of Production, pursuant to CRS 38-42-106, by HS Resources, Inc. , recorded December 12, 2000 as Reception No. 2812777. (Affects Parcel 1) • 8. Right of way, whether in fee or easement only, for a pipe line- or pipe lines and appurtenances, granted to Continental Pipe Line Company by Myrna Slabaszewski, Freda Dreiling and Mary E. Leinweber by instrument recorded February 22, 1980 in Book 896 as Reception No. 1817710, in which the specific location of the easement is not defined. (Affects Parcel 1) 9. Right of way, whether in fee or easement only, for undisclosed purposes, as granted to Elsie Thiebault by Lena Ackerson and Harold Ackerson, recorded February 7, 1947 in Book 1197 at Page 229, affecting the following described property: The West 20 feet of the SE114. (Affects Parcel 2) 10. All ores and minerals, including oil and gas, as reserved by The Great Western Railway Company, a Colorado corporation, in the deed to Lena Ackerson recorded September 8, 1948 in Book 1234 at Page 34, and any interests therein or rights thereunder. (Affects a strip of land 100 feet wide, being 50 feet wide on each side of the center line of The Denver, Laramie and Northwestern Railway Company, as originally located, over, across and through the SE1/4, said center line being more fully described as follows: Beginning at a point on the South line of said SE1/4, 1374 feet, more or less, West from the Southeast corner thereof, thence North 1 degree 7 minutes East, a distance of 2643 feet, more or less, to a point on the North line of said SE1/4, 1312 feet, more or less, West from the Northeast corner thereof. Page 10 TRAWSNA ION TITLE INSURANCE COMPANY Commitment No. : 8053925H C-3 SCHEDULE B - Continued EXCEPTIONS • (Affects Parcel 2) • 11. Right of way, whether in fee or easement only, to construct, maintain, inspect, operate, replace, change, or remove a road approximately 30 feet wide, as granted to Amoco Production Company by Doris Ackerson, recorded January 11, 1973 in Book 683 as Reception No. 1605178, affecting the following described property: Commencing at a point on the South line of Sec. 12 approximately 100 feet East of the N-S C/L then running approximately 250 feet North, then Northeasterly approximately 250 feet then generally North to the North line of the SE1/4, Sec. 12 . (Affects SE1/4 of Parcel 2) 12. Right of way, whether in fee or easement only, for the purposes of laying, constructing, maintaining, operating, repairing, replacing and removing pipe lines and appurtenances, granted to Colorado Interstate Corporation by Doris R. Ackerewon, Executrix of the Estate of Lena Ackerson by instrument recorded November 19, 1973 in Book 703 as Reception No. 1625016, in which the specific location of the easement is not defined. (Affects SE1/4 of Parcel 2) 13 . Oil and gas lease between Doris Ackerson, as Executrix of the Estate of Lena Ackerson, deceased and T. S. Pace dated March 19, 1970, recorded April 22, 1970 in Book 624 as Reception No. 1545940, and any interests therein or rights thereunder. Note: Extension of the above lease as claimed by Affidavit of Production, pursuant to CRS 38-42-106, by Amoco Production Company, recorded October 24, 1974 in Book 725 as Reception No. 1647353 . Note: Extension of the above lease as claimed by Affidavit of Production, pursuant to CRS 38-42-106, by HS Resources, Inc. , recorded December 12, 2000 as Reception No. 2812777. (Affects Parcel 2) 14 . Right of way, whether in fee or easement only, to lay, construct, • maintain, lower, inspect, repair, replace, relocate, change the size of, operate, and remove a pipe line and appurtenances, granted to Panhandle Eastern Pipe Line Company by The Lena Ackerson Estate by instrument recorded December 2, 1975 in Book 754 as Reception No. 1675875, in which the specific location of the easement is not defined. (Affects SE1/4 of Parcel 2) Page 11 TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8053925B C-3 SCHEDULE B - Continued EXCEPTIONS 15. Right of way, whether in fee or easement only, to lay, maintain, inspect, alter, repair, operate, protect, remove and relay a pipe line or pipe lines and appurtenances, granted to Continental Pipe Line Company by Myrna Slabaszewski and Freda Dreiling by instrument recorded February 22, 1980 in Book 896 as Reception No. 1817708, in which the specific location of the easement is not defined. • (Affects NE1/4SW1/4 of Parcel 2) 16. Easement, Right of Way and Surface Use Agreement, and the terms, agreements, provisions, conditions and obligations contained therein, between Myrna Kay Slabaszewski, grantor, and HS Resources, Inc. , a Delaware corporation, grantee, recorded February 3, 2000 as Reception No. 2747864, in which the specific location is not defined. (Affects Parcel 2) 17. Lack of a right of access from the land to any open public road, street or highway. NOTE: This exception is necessary because it does not appear from the instruments in the office of the Clerk and Recorder of the County in which subject property is situated that any right of access .exists. to an open public roadway. (Affects Parcels 1 and 2) NOTE: This exception will be deleted upon completion of the Easements called for in the Requirements being granted. 18. Notes, Areas of Concern, and Matters of Survey, as shown on ALTA/ACSM Land Title Survey by Robert M. Sayre, dated November 14, 2001, Job Reference LFRGLPTN, File Reference Sistersl. 19. All Covenants, conditions, restrictions, leases and assignments thereof, mineral reservations and mineral leases and assignments thereof. (Affects Easements 1, 2 and 3) 20. All rights of way and easements, including, but not limited to those for roads, ditches, waterways, utilities, drainage, pipelines, railroads, and avigation. (Affects Easements 1, 2 and 3) Page 12 TRANSNATION TITLE INSURANCE COMPANY Commitment No. : 8053925B C-3 SCHEDULE B - Continued EXCEPTIONS NOTE: The following notices pursuant to CRS 9-1.5-103 concerning underground facilities have been filed with the Clerk and Recorder. These statements are general and do not necessarily give notice of underground facilities within the property. • (a) Mountain Bell Telephone Company, recorded October 1, 1981 in Book 949 as Reception No. 1870705. (b) Colorado Interstate Gas Company, recorded August 31, 1984 in Book 1041 as Reception No. 1979784. (c) Associated Natural Gas, Inc. , recorded April 10, 1989 in Book 1229 as Reception No. 2175917. (d) Public Service Company of Colorado, recorded November 9, 1981 in Book 952 as Reception No. 1874084. (e) Western Slope Gas Company, recorded March 9, 1983 in Book 990 as Reception No. 1919757. (f) Western Gas Supply Company, Recorded April 2, 1985 in Book 1063 as Reception No. 2004300. (g) Panhandle Eastern Pipe Line Company, recorded June 26, 1986 in Book 1117 as Reception No. 2058722 . (h) United Power, Inc. , formerly Union Rural Electric Association, Inc. , recorded January 24, 1991 in Book 1288 as Reception No'. 02239296. • , • • • Page 13 ge: •Report Date:07/05/2001 07:49AM WELD EL flCOAUNTYTE YYTREASUDUE CERT#P15:1 . • CERTISCHEDULE NO:R8038286 ORDER NO:8053925B ASSESSED TO: VENDOR NO: 12 DREILING FREDA LEE&LEINWEBER MARY E& TRANSNA11ON TITLE 4025 WELD CO RD 23 1113 10TH AVE FT LUPTON,.CO 80621 GREELEY CO 80831 LEGAL DESCRIPTION: 19968 SE4NW4 12187 Sig ADD: PARCEL: 146912000028 TAX YEAR CHARGE TAX AMOUNT INTEREST'. FEES PAID TOTAL DUE 2000 TAX 471.88 0.00 0.00 471.88 0.00 0.00 TOTAL TAXES GRAND TOTAL DUE GOOD THROUGH 07/05/2001 0.00 ORIGINAL TAX BILLING FOR 2000 TAX DISTRICT 0800- Authority MII Levy Amount Values Actual Assessed WELD COUNTY 22.038 141.04 AGRICULTURAL L 22,055 6.400 SCHOOL DIST RE8 34.001 217.61 -- —CCW WATER 1.117 7.15 TOTAL 22,055 8.400 CCS WATER 1.900 ' 12.18 FORT WPTON FIRE 5.045 32.29 AIMS JUNIOR COL 8.361 40.64 WELD LIBRARY 3.249 20.79 73,701 471.68-TAXES FOR 2000 FEE FOR THIS CERTIFICATE 10.00 ALL TAX UEN SALE AMOUNTS ARE SUBJECT TO CHANGE DUE TO ENDORSEMENT OF CURRENT TAXES BY THE OFFICE WILL ENHOLDER AND OR TO ADVERTISING AND DISTRAINT WARRANT FEES. CHANGES MAY OCCUR D THE TREASURER'S CONTACTED PRIOR TO ERTY AND MOBILE HOMES-AUGUST REAL.PROPERTY-AUGUST 1.REMITTANCE AFTER TAX LIEN SALE REDEMPTION AMOUNTS MUST BTHE FOLLOWING DATES: PERSONAL CE PAID CASH OR CAMBERS CHECK.T,. . .. SPECIAL.TAXING DISTRICTS AND THE BOUNDARIES OF SUCH DISTRICTS MAY BE ON FILE WITH THE BOARD OF COUNTY COMMISSIONERS,THE COUNTY CLERK.OR THE COUNTY ASSESSOR. This certificate does not Include led or improvements d der orarate account local Improvemern �personal � Wander tax or misc.tar collected on beheld other maw spode,mobile homes,unless sparJBoalymenBarea I,the undersigned,do hereby codify that the enure amount of Wee due upon the above deserted parcels of real property and ail outstanding sale for unary)taxes as herein.by records a my office fromwltdrto e�l��l be t ount required for redemption are u noted herein.In witness wharf,I have hereunto E TREASURER,WELD COUNTY,ARTHUR I..WILLIS II,BY P.O.Box 458 Greeley,CO 80632 (970)353-3845*XL 3290 Report Date:0712512001 03:22PM WELD COUNTY TREASURER Page: 1 CERTIFICATE OF TAXES DUE CERT It: 16489 • SCHEDULE NO:R0131192 • ORDER NO:8053899B ASSESSED TO: VENDOR NO:12 SLABASZEWSKI MYRNA KAY FICA TRANSNATION TITLE ACKERSON MYRNA KAY& 111310TH AVE 4025 WELD CO RD 23 FT LUPTON,CO 80621 GREELEY CO 80631 LEGAL DESCRIPTION: 19960 E30A NE4SW4&NW4SE4 121 67 EXC 6.07A OG&M PARCEL: 146912000040 SITUS ADD: TAX YEAR CHARGE TAX AMOUNT INTEREST FEES PAID TOTAL DUE 2000 TAX 678.04 0.00 0.00 67t04 0.00 TOTAL TAXES 0.00 GRAND TOTAL DUE GOOD THROUGH 07/26/2001 0.00" ORIGINAL TAX BILLING FOR 2000 TAX DISTRICT 0800- Authority Mill Levy Amount Values Actual Assessed WELD COUNTY 22.038 202.75 AGRICULTURAL L 31,719 9.200 SCHOOL DIST RE8 34.001 312.80 — CCW WATER 1.117 1028 TOTAL 31,719 9.200 CCS WATER 1.900 17.48 FORT LUPTON FIRE 5.045 46.41 AIMS JUNIOR COL 8.351 58.43 WELD LIBRARY 3.249 29.89 73.701 678.04-TAXES FOR 2000 FEE FOR THIS CERTIFICATE 10.00 ALL TAX LIEN SALE AMOUNTS ARE SUBJECT TO CHANGE DUE TO ENDORSEMENT OF CURRENT TAXES BY THE UENHOLDER OR TO ADVERTISING AND DISTRAINT WARRANT FEES.CHANGES MAY OCCUR AND THE TREASURER'S OFFICE WILL NEW TO BE CONTACTED PRIOR TO REMITTANCE AFTER THE FOLLOWING DATES: PERSONAL PROPERTY AND MOBILE HOMES-AUGUST;I, REAL PROPERTY-AUGUST t .TAX LIEN SALE REDEMPTION AMOUNTS MUST BE PAID BY CASH.OR CASHIERS CHECK SPECIAL TAXING DISTRICTS AND THE BOUNDARIES OF SUCH DISTRICTS MAY BE ON FILE WITH THE BOARD OF COUNTY COMMISSIONERS,THE COUNTY CLERK:OR THE COUNTY ASSESSOR. Tide cerise does not include land or improvements assessed under a separate account number,personal properly taxes, sane tax or mtw tax collided on behalf of other entities.special a local Improvement dis_let assessments or molls homes,wins*pedlar*mentioned. I,the undersigned,do hereby army that the entire amount of taxes due upon the above de*abed parcels of reel property and al outstanding sales for unpaid taxes as shown by the records inmate torn which *tit be redeemed with the amount required for redemption are a noted herein.In witness whereof,I has hereunto ._ lJuly,2001. Z.&TREASURER,WELD COUNTY,ARTHUR L WINS h,BY - P.O.Box 458 Greeley,CO 80632 (970)353-3845 aid.3290 • 9ISSUED Br COMMITMENT FOR TITLE INSURANCE TluaswmoN Tmz INsumuz Comma Transnation TRANSNATION TITLE INSURANCE COMPANY, an Arizona corporation, herein called the Company, for a valuable consideration,hereby commits to issue its policy or policies of title insurance,as identified in Schedule A,in favor of the proposed Insured named in Schedule A,as owner or mortgagee of the estate or interest covered hereby in the land described or referred to in Schedule A,upon payment of the premiums and charges therefor,all subject to the provisions of Schedules A and B and to the Conditions and Stipulations hereof. This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A hereof by the Company,either at the time of the issuance of this Commitment or by subsequent endorsement. This Commitment is preliminary to the issuance of such policy or policies of title insurance and all liability and obligations hereunder shall cease and terminate 120 days after the effective date hereof or when the policy or policies committed for shall be issued,whichever first occurs,provided that the failure to issue such policy or policies is not the fault of the company. IN WITNESS WHEREOF,TRANSNATION TITLE INSURANCE COMPANY has nosed its Corporate Name and Seal to be hereunto affixed;this instrument,including Commitment,Conditions and Stipulations attached,to become valid when coun- tersigned by an Authorized Officer or Agent of the Company. TRANSNATION TITLE INSURANCE COMPANY • gtrerita gird/ VOWono, Attest: . . . `' By: ,� Mtn,del Swannna * President Y Conditions and Stipulations 1. The term mortgage, when used herein, shall include deed of trust,trust deed,or other security instrument. 2. If the proposed Insured has or acquires actual knowledge of any defect,lien,encumbrance,adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof,and shall fail to disclose such knowledge to the Company in writing,the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect,lien,encumbrance,adverse claim or other matter,the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of.Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith(a)to comply with the requirements hereof,or(b)to eliminate exception shown in Schedule B,or(c)to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the inuring provisions,the Conditions and Stipulations,and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. 4. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. PA9 ti Mrncan Land TIN Association methanol-1966 Cover Papa . Iiioi viii HUM mil iii it till III IIIII It IN 299491. 11/80/2001 09:47A JA Sold Tsukamoto I' 1 of 819 40.00 D 0.00 Wald County CO AGREEMENT AND RECIPROCAL CONFIRMATION AND GRANT OF EASEMENT THIS AGREEMENT AND RECIPROCAL CONFIRMATION AND GRANT OF EASEMENT (this"Agreement")is made and entered into as of the 21' 5 day of November, 2001, by and amohg FREDA LEE DREILING, formerly known as Freda Lee Ackerson("Dreiling"), whose address is 4025 Weld County Road 23, Fort Lupton, CO 80621, LARRY R. LEINWEBER, as personal representative of the estate of Mary Evelyn Leinweber, also known is Mary E. Leinweber, formerly known as Mary Evelyn Ackerson, Deceased ("Leinweber"), whose address is 4686 Weld County Road 23, Fort Lupton, CO 80621, MYRNA KAY SLABASZEWSKI, also known as Myrna K. Slabaszewski, formerly known as Myrna Kay Ackerson ("Slabaszewski"), whose address is 11471 Weld County Road 10, Fort Lupton, CO 80621, BRENT H. SCHROEDER AND MARY A. SCHROEDER("Schroeder"), whose address is 1100 Denver Avenue, Fort Lupton, CO 80621, D&S MINING, INC., a Colorado corporation(` )&S")whose address is do Freda Lee Dreiling,4025 Weld County Road 23,Fort Lupton, CO 80621, and MINERAL RESERVES, INC., a Colorado corporation ("MRP'), whose address is 1400 W. 64m Avenue,Denver,Colorado 80221. A The above named parties are the owners and/or lessee of certain properties in Township One (1) North, Ranges Sixty Six (66) and Sixty Seven (67) West, e PM, Weld County, Colorado, as follows: Parcel No. Oa'nar and/or Lessee 1 West 30 Acres of the W34SE'/4 of Section 1, broiling It 67 W. 2 Lot A of Recorded Exemption 1469-12-1-RE Schroeder 1525 in the NE%of Section 12,R. 67 W. 3 NE'/4NW'/4 of Section 12,R 67 W. D& S, leased to MRI 4 SE'4NW'/4 of Section 12,R 67 W. Slabaszewski, Dretaing and Leinweber 5 NW'SE'4 and East 30 acres of the Slabaszewski and Dreiling NEV4SW'of Section 12,R 67 W. 6 S1 of the East 60 acres of the SW% and the MRI West One Quarter of the SE'A of Section 12, R. 67W. 7 E%SE'h of Section 12, R 67 W. and Leased to MRI by D& S W'SW'4 of Section 7,R 66 W. B. Access from Colorado Highway 52 (which runs generally along the east-west centerline of Section 1, T. 1 N., R. 67 W.) to Parcels 3,4,5, 6 and 7, has historically been attained by an existing road that proceeds from north to south across Parcel 1, then crosses the northwest portion of Parcel 2 enters the northeast portion of parcel 3 and then proceeds generally southerly across parcel 3 into Parcels 4,5, 6 and 7. • MINIM" 11111111111111111111 III 11111 Ills till • 2004491 11/8012001 p 0.00 Weld 09:47A a flufluidu Ta Sato Y o 8 5 C. The parties desire to confirm of record and better define such historic access by means of this agreement. D. The parties also desire to grant an easement and right-of-way for utilities along such historic right-of-way. E. The parties also desire to grant and confirm to Schroeder a right of access to Parcel 2 by means of the road. . Agreement.Grant And Confirmation Of Easement NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein,the parties agree as follows: 1. Dialing hereby sells, grants, conveys and confirms to Dreiling, Leinweber, Slabaszewski,D & S and MRI a perpetual non-exclusive easement and rigid-of-way on, over and across Parcel 1 described above along the centerline and having the dimensions more particularly described in Exhibit A hereto for a road for ingress and egress to and from Parcels 3,4, 5,6 and 7 described above, as the grantees' interests may appear in such parcels,together with the right to place,replace,repair,use and operate within such easement and right-of-way such utility lines as the grantees may require for use and operation of their respective properties or rights therein. 2. Schroeder hereby sells, grants, conveys and confirms to Dreiling, Leinweber, Slabaszewski, D & S and MRI a perpetual non-exclusive easement and right-of-way on, over and across Parcel 2 as described above having the dimensions and boundaries more particularly described in Exhibit B hereto for a road for ingress and egress to and from Parcels 3, 4, 5, 6 and 7, as the grantees' interests may appear in such parcels, together with the right to place, replace, repair use and operate within such easement and right-of-way such utility lines as the grantees may require for use a O,operation of their respective properties or rights therein. MRI agrees to pay Schroeder S 9 360. for all rights granted by Schroeder hereunder. 3. Dialing also hereby grants and conveys to Schroeder a perpetual non-exclusive easement and right-of-way on, over and across the same road as described in Paragraph 1 above for ingress and egress to and from Parcel 2. 4. D & S hereby sells, grants, conveys and confirms to Dreiling, Leinweber, Slabaszewski, D & S and MRI a perpetual non-exclusive easement and right-of-way on, over and across Parcel 3 along the centerline and having the dimensions more particularly described in Exhibit C hereto for a road for ingress and egress to and from Parcels 4, 5, 6 and 7,together with the right to place, replace, repair, use and operate within such easement and right-of-way such utility lines as the grantees may require for use and operation of their respective properties or rights therein. 5. Leinweber, Slabaszewski, and Dreiling hereby sell, grant, convey and confirm to MRI and D & S a perpetual non-exclusive easement and right-of-way on, over and across Parcels 4 and 5 from the southern terminus of the easement described in Paragraph 4 above, along the existing road for ingress and egress to and from Parcels 6 and 7, together with the right to place, replace, repair use and operate within such easement and right-of-way such utility lines as the grantees may require for use and operation of their respective properties or rights therein. -2 - i lltti.tltt HE IM ill lilt IWWM IU 11111 II till 2904481 11/801!001 09:47A JA Sold Taulmrnoto 8 of 8 R 40.00 0 0.00 Weld County CO 6. A party whose property is burdened by any of the foregoing easements shall have the right to relocate the same within the parcel or parcels affected at its sole cost, provided that physical and legal access to Highway 52 by the grantee or holder of the easement and right-of-way is not adversely affected. 7. Each party shall bear its proportionate share of the maintenance obligations or costs for the road on the easements and rights-of-way herein granted and confirmed,based upon the party's relative usage of the road across each parcel and the length of the road on that parcel, compared to its total length. 8. A party that desires to upgrade or improve the existing road for its own purposes shall be solely responsible for the cost of any such upgrade. 9. The easements and rights-of-way herein granted shall run with the land and inure to the benefit of parcels) for which access is herein granted and confirmed and shall burden the parcels across which such easements and rights-of-way run. Executed to be effective as of the date first stated above. Lfitht SCHROEDER: MRI: % \ cic1MINERAL RESERVES, INC., a Colorado 4j [4�)�l corporation Brent H. Schroeder By �i� /(02 092.4✓ Mazy k WoMer (Title) DREILING: SLABASZEW .• 34.84,Freda Lee Dreiling, t1k/a F i ee Ackerson labs ski a/k/a Myrna K Slabaszewski,fl'k/a K. Ackerson LEINWEBER ` D& S: D& S MINING,INC., a Colorado corporation, R: Leinweber as Personal Rep ve of the Fctate of Mary Evelyn Leinweber, a/k/a Mazy E. By: ��a L, /..c ze lL • Leinweber, f/k/a Mary Evelyn Freda Lee Dreiling, Preent Ackerson,Deceased - 3 - �1111111101111111111111111111111111ft III 1111111111 III 2904491 11140/2001 09:4Th JA Sdd Tsslamolo 4 of 8 R 40.00 D 0.00 weld Coenly CO STATE OF COLORADO ) COUNTY OF 10eArJ ) The foregoing instrument was acknowledged before me thisa I day of November,2001 by Brent H. Schroeder and Mary A. Schroeder. Witness my hand and official seal. = niAMA 4f My commission oexpires: 3 d otary Public tt so s o° 0 STATE.OF COLORADO ) s ' )as. Iflnarrataaw.staxsll9 COUNTY OF ) The foregoing instrument was acknowledged before me this 9 day of November, 2001 by Myrna Kay Slabaszewski,a/k/a Myrna K. Slabaszewslu, fllda Myrna Kay ckerson. and official seal. 1pA} � ycomnri:. , •, ID• Z -2 '!�08Oo otaryr Pub Ic of ) )ss. COUNTY OF _ ._�G., ) The foregoing instrument was acknowledged before me this 27day of November,2001 by Larry R Leinweber as Personal Representative of the Estate of Mary Evelyn Leinweber, a/k/a Mary E. Leinweber, flk/a Evelyn A Deceased. Mary ckaaon, witness my hand and official seal. My commission expires: 10 - ‘) f-M.P}�' "� • N Public • O ' ��, iAq , 4 O \F 47;;°Z.'1.0 . - toy Clan i,ii3.Lepinws m27nooS _ 4_ i L 11011IIII 1111111 IIIII III 1111 II1II I11111 III 1111 . ' ' - 2904491 11/80/2001 09:47A JA Sold Talomoto • S of 8 R 40.00 D 0.00 Weld Coati CO , STATE OF COLORADO ) COUNTY OF WNW) ) The foregoing instrument was acknowledged before me this 21 day of November,2001 by Freda Lee Dreiling, ffir/a Freda Lee Ackerson, individually and as President of D & S Mining, Inc., a Colorado corporation. W.. .. . , , and official seal. y - ( : J 1,74,•lig;,• ••Qb - ,,,OF co.:-:J STATE ) )as. COUNTY OFOCI9L1ivv ) bThe fmore$ ' :ed before me this Z7 day of November, 2001, by r (JnIni U)L as iTh . i # -of Mineral Reserves, Inc., a Colorado corporation. Witness my hand and official seal. My commission expires: 4 0- Z-7- "yet _ •�M:d00 t, N Public ;�.OTA9 y,•O 's 'fet";A P `` O;&;`O - D.CaliablbaBS1011800$ - 5 - • 1111 1111111111111111111 liiI IIIII 111111111 II IIII IIII • 2104491 11/80/1001 09:47A JA Suld Tsukamoto 6 of 8 R 40.00 D 0.00 Weld County CO =MT A AN ACCESS EALOIELTz THROUGH THE WEST SO ACRES Or TEi 11 1/2 OP THE SE 1/4 or SECTION 1 or TSP. 1 HORSE Or RANGE 67 NEST, 6th P.M. LEGAL DESCRIPTION: A perpetual non-exclusive easement, being forty feet in width for the first 250 feet of said easement, and thirty feet in width for the remaining 2,422.47 feet of said easement, said easement being 15 feet to the Easterly side of the following described centerline through the entirety of said easement, and 25 feet to the Westerly side of centerline for the first 250 feet of said easement, and then 15 feet to. the Westerly side of said centerline for the remaining 2,422.47 feet of said easement, the road surface being limited to thirty feet in width, exclusive of side slopes and ditches for the road, as necessary, and said easement being for purposes of ingress, egress and utilities, over, under and across a portion of the West 30 Acres of the West 1/2 of the SE 1/4 of Section 1, Township 1 North, Range 67 West of the 6th Principal Meridian, County of Weld, State of Colorado, the sidelines of said easement being prolonged or foreshortened to abut the South line of Colorado State Highway No. 52 (as described in Book 1475 at Page 514) on the North, and to abut the South and West lines of the West 30 Acres of the West 1/2 of the SE 1/4 of said Section 1 on the South, said easement's centerline being described in particular as follows: Beginning at a point on the North line of Lot A of Recorded Exemption No. 1469- 12-1 RE-1525, from which point of beginning the NW Corner of said Lot A bears 589°11'57"W, 25.00 feet, and with all bearings herein relative thereto, said point of beginning being on a line parallel to and 25.00 feet distant Easterly from the West line of the SE 1/4 of said Section 1; Thence NOO°04'58"W, along said line paralleling the West line of the SE 1/4 of said Section 1, 250.00 feet to an angle point in said easement's centerline, said angle point also representing the transition point of the easement's width from 40 feet to 30 feet; Thence NO0053'03"W, 483.07 feet to a point of curvature; Thence Northerly, along the arc of a curve to the right, 34.82 feet to a point of tangency, said arc of curve having a radius of 1000.00 feet, an interior angle of 01"59'42" and a chord bearing N00"06'48"E, 34.82 feet; Thence NO1W6'39"E, 402.48 feet to a point of curvature; Thence Northerly, along the arc of a curve to the left, 31.36 feet to a point of reverse curvature, said arc of curve having a radius of 1000.00 feet, an interior angle of 01°47'48" and a chord bearing N00"12'45"E, 31.35 feet; Thence Northerly, along the arc of a curve to the right, 341.25 feet to a point of compound curvature, said arc of curve having a radius of 28,118.04 feet, an interior angle of 00"41'43" and a chord bearing NO0"20'17"W, 341.25 feet; Thence Northerly, along the arc of a curve to the right, 103.21 feet to a point of compound curvature, said arc of curve having a radius of 1000.00 feet, an interior angle of 05"54'48" and a chord bearing NO2"57'59"E, 103.16 feet; Thence Northeasterly, along the arc of a curve to the right, 350.54 feet to a point of tangency, said arc of curve having a radius of 524.86 feet, and interior angle of 38"16'00" and a chord bearing N25"03'23"E, 344.06 feet; Thence N44^11'23"E, 129.64 feet to a point of curvature; Thence Northeasterly, along the arc of a curve to the left, 213.23 feet to a point of tangency, said arc of curve having a radius of 303.00 feet, an interior angle of 40°19'12" and a chord bearing N24"01'47"E, 208.85 feet; Thence NO3"52'11"E, 332.87 feet to a point on the South Right-of-Way line of Colorado State Highway No. 52, and the point of terminus of this easement's centerline, from which point of terminus the Center 1/4 Corner of said Section 1 bears approximately N80"01'41"W, 381.67 feet. Revised: 10/26/2001 by Robert M. Sayre, Colo. Reg. Surveyor #11372 (Page 2 of 2 Pages, Exhibit A) . I11111111111111111ilili111I11I11111111 (011101111111! 2004491 11/8012001 09:47A JA Sdd T.ulmmoto • - / of 8 R 40.00 0 0.00 Weld Cooky CO EXHIBIT B ACCESS EDIT THROUGH LOT A O! EBOaNDED EXEMPTION BE 1525 LEORL DESCRIPTION: A perpetual non-exclusive easement for purposes of ingress, egress and utilities, over, under and across the Northwesterly portion of Lot A of Recorded Exemption No. 1469-12-1-RE 1525 in the Northeast One-quarter of Section 12 of Township 1 North, Range 67 West of the 6th Principal Meridian, County of Weld, State of Colorado, said easement being described in particular as follows: Beginning at the Northwest Corner of Lot A of said Recorded Exemption No. 1469- 12-1-RE 1525; Thence N89"11'57"E, along the North line of Lot A of Recorded Exemption No. 1469- 12-1-RE 1525 (and with all bearings herein relative thereto,) 50.00 feet; Thence 300"48'03"E, departing the North line of Lot A of Recorded Exemption No. 1469-12-1-RE 1525, and at right angles to the North line of Lot A of Recorded Exmption No. 1469-12-1-RE 1525, 150.00 feet; Thence S19°14'07"W, 150.00 feet to a point on the West line of Lot A of Recorded Exemption No. 1469-12-1-RE 1525, said West line of Lot A being the West line of the NW 1/4 of the NE 1/4 of said Section 12; Thence NO0"44'52"W, along the West line of Lot A of Recorded Exemption No. 1469- 12-1-RE 1525 and along the West line of the NW 1/4 of the NE 1/4 of said Section 12, 282.86 feet to an angle point in the West line of said Lot A; Thence N07"11'05"E, along the West line of said Lot A, 8.14 feet to the Point of Beginning. CONTAINING 11,286 Square Feet (0.259 Acres) more or less. Revised 11/14/2001 by Robert M. Sayre, Colo. Reg. Surveyor #11372 1191111110111111110 ICI 11111111111 III IIIII ilil 1111 1 11/3W2001 09:47A JA Suld Tuukamoto . 8 of 8 11 40.00 D 0.00 Weld County CO EZEzatT c ACCESS SMart TEMKIN II 1/4 Or NW 1/4, SECTION 12, TIN, A67W LEGAL DESCRIPTION: A perpetual non-exclusive easement, being forty feet in width for the first 250 feet of said easement, and thirty feet in width for the remaining 1,100.35 feet of said easement, said easement being 15 feet to the Westerly side of the following described centerline through the entirety of said easement, and 25 feet to the Easterly side of centerline for the first 250 feet of said easement, and then 15 feet to the Easterly side of said centerline for the remaining 1,100.35 feet of said easement, the road surface being limited to thirty feet in width, exclusive of side slopes and ditches for the road, as necessary, and said easement being for purposes of ingress, egress and utilities, over, under and across a portion of the NE 1/4 of the NW 1/4 of Section 12, Township 1 North, Range 67 West of the 6th Principal Meridian, County of Weld, State of Colorado, the sidelines of said easement being prolonged or foreshortened to abut the North and East lines of the NE 1/4 of the NW 1/4 of said Section 12 on the North, and to abut the North line of the SE 1/4 of the NE 1/4 of said Section 12 on the South, said easement's centerline being described in particular as follows: Beginning at a point on the North line of the NE 1/4 of the NW 1/4 of said Section 12, said point of beginning being on a line parallel to and 25.00 feet distant Westerly from the East line of the NE 1/4 of the NW 1/4 of said Section 12; Thence 300"44'52"E, along said line Westerly from the East line of the NE 1/4 of I and 25.00 feet the NW 1/4 of said Section n 12, 250.00 feet to a point of curvature, said point of curvature also representing the transition point of the easement's width from 40 feet to 30 feet; Thence Southerly, along the arc of a curve to the right, 313.47 feet to a point of tangency, said arc of curve having a radius of 851.01 feet, and interior angle of 21"06'18" and a chord bearing 509°48'17"0, 311.70 feet; Thence 520"21'26"W, 71.39 feet to a point of curvature; Thence Southerly, along the arc of a curve to the left, 226.32 feet to a point of tangency, said arc of curve having a radius of 247.78 feet, and interior angle of 52°20'07" and a chord bearing S05"48'38"E, 218.54 feet; Thence 331"58'41"E, 75.53 feet to a point of curvature; Thence Southerly, along the arc of a curve to the right, 91.57 feet to a point of tangency, said arc of curve having a radius of 168.00 feet, an interior angle of 31°13'49" and a chord bearing 316"21'47"E, 90.44 feet; Thence 300"44'52"E, 150.00 feet to an angle point in said centerline; Thence 300.25'52"E, 172.07 feet to a point on the North line of the SE 1/4 of the NW 1/4 of said Section 12, and the point of terminus of this easement's centerline, from which point of terminus the NE Corner of the SE 1/4 of the NW 1/4 of said Section 12 bears approximately 589049'54"E, 25.00 feet. Revised 10/26/2001 by Robert M. Sayre, Colo. Reg. Surveyor #11372 BARGAIN AND SALE DEED (EASEMENT) THIS DEED,Made this 276 day of November,2001,between FREDA LEE DREILIING,formerly known as Freda Lee Ackerson,MYRNA KAY SLABASZEWSKI,formerly known as Myrna Kay Ackerson,LARRY R. LEINWEBER as personal representative of the Estate of Mary E. Leinweber, also known as Mary Evelyn Leinweber, formerly known as Mary Evelyn Ackerson, Deceased, and D & S MINING, INC., a Colorado corporation, of the County of Weld and State of Colorado, Grantors, and MINERAL RESERVES, INC., a Colorado corporation, whose legal address is 1400 West 646 Avenue, Denver, Colorado 80221, Attention: Duane Bollig,Division Land Manager,of the City and County of Denver,State of Colorado,Grantee: V/ITNESSETH, that, for and in consideration of the covenant given by the Grantee and its affiliate, Mobile Premix Concrete,Inc.,to make its best efforts to mine and reclaim the 168 acre parcel,known as the"pasture," situate within the W ASW%of Section 7,T. I N.,R.66 W.,and the EASE%of Section 12,T. I N.,R.67 W.,of the 66 P.M.,which is subject to a mining lease of August 15, 1996 from Grantor D&S Mining,Inc.,amended on April 20,1998 and partially assigned on November 28,2000, such that the final excavation and reclaimed site will be developed to maximize the amount of usable storage capacity for municipal reservoir storage purposes consistent with the Grantee's mining plan,unforeseen and unanticipated geologic conditions and on- site and future aggregate market conditions,the Grantors hereby sell and convey to Grantee a perpetual non- exclusive easement and right-of-way for a road from Colorado Highway 52 to the following parcels for ingress and egress to and from such parcels, together with the right to place,replace, repair,me and operate within such easement and right-of-way such utility lines as the Grantee may require for me and operation of its properties or rights therein in Section 12,Township 1 North, Range 67 West of the 66 P.M., Weld County, Colorado: The NW''/.of the SEK and the East 30 acres of the NE'A of the SW%.; The SE1/4 of the WW1/4; The easement herein granted constitutes the conveyance and assignment,in connection with the conveyance of even date herewith of the above-described parcels,of the easement rights on,over and across the West 30 Acres of the VASE' of Section 1,Lot A of Recorded Exemption 1469-12.1-RE 1525 in the NEV.of Section 12,and the NE%NWV..of Section 12,T. 1.N.,R. 67 W. of the 66 P.M.along the centerline and with the boundaries more particularly described in Exhibits A,B and C hereto,confirmed and conveyed in that attain Agreement and Reciprocal Confirmation and Grant of Easement among Grantors and Grantee and Brent H.Schroeder and Mary A.Schroeder dated November <7 ,2001. TO HAVE AND TO HOLD the premises above bargained and described with the appurtenances unto the Grantee,its successors and assigns forever. IN WITNESS WHEREOF,the Grantors and Grantee have executed this deed on the date sat Nth above �--A_ I / Tt, , qi Freda Lee Dreiling, V Shit i, %At Freda Lee Ackerson Ma Myrna K.Ackerson 'S D & S MINING, INC., a Colorado sYc•CKti corporation, Larry . Leinweber as Personal Representative of the Estate of Mary //�� Evelyn Leinweber, a/k/a Mary E. By:�thert. La. Leinweber, f/k/a Mary Evelyn Freda Lee Dreiling. Ackerson,Deceased MINERAL RESERVES, INC., a Colorado corporation �q By: xae�if�/. �� OaC lww f-c'*. trine) A-I STATE OF COLORADO ) ss. COUNTY OF ida° ) The foregoing instrument was acknowledged before me this/ day of November,2001 by Myrna Kay Slabaszewski,f/k/a Myrna Kay Ackerson. Witness my hand and official seal. =\,,\?E M:9OQ 0/0TAR}tio My commission expires: I17- • 7' 14. _ i . tt otary 'u, tc As.'0BLOa•4 STATE OF COL DO ) of coy ss.COUNTY OF ) kJCaa4ryOnEvIns10@IA001 The foregoing instrument was acknowledged before me this 07 day of November, 2001 by Larry R. Leinweber as Personal Representative of the Estate of Mary Evelyn Leinweber,a/k/a Mary E. Leinweber,f/k/a Mary Evelyn Ackerson,Deceased. Witness my hand and official seal. AElt:••90y • My commission expires: ' - G/JJ ? s • 'otary Pu. rc '.Ny'sc. 0 po Tic'•••... •Opp'; STATE OF COL DO ) oe cot.__ )ss. 14 conniukaEnostYD6001 COUNTY OF ) The foregoing instrument was acknowledged before me this 27 day of November, 2001 by Freda Lee Dreiling, f/k/a Freda Lee Ackerson, individually and as President of D & S Mining, Inc., a Colorado corporation. Witness my hand and official seal. w e My commission expires: /o- 7- 2k,' 1 r t........... OTA4}O N. ary Public r • • STATE OF COLORADO ) a o pACreI.%,/C oe 000, COUNTY OF dgriv0 ) M'CameYon Egret 102717a01 OThe fore m instru�°nt was.aflywwled before me this&7 day of November, 2001, by UG1-AA Li elf as (Ld1 .ocOv 110 f Mineral Reserves,Inc.,a Colorado corporation. Witness my hand and official seal. ((UUUUJJ My commission expires: .0', •See/y .tary Pu. =--4.4-1A AA. ,. J-��•f0?�qyk" f jjjjjj jj 1 A jjjj 2 ty Canteite DOM 1tHI7 % EXHIBIT A AN ACCESS EASEMENT THROUGH THE WEST 30 ACRES OF THE W 1/2 OF THE SE 1/4 OF SECTION 1 OF TWP. 1 NORTH OF RANGE 67 WEST,6th P.M. LEGAL DESCRIPTION: A perpetual non-exclusive easement,being forty feet in width for the first 250 feet of said easement,and thirty feet in width for the remaining 2,422.47 feet of said easement,said easement being 15 feet to the Easterly side of the following described centerline through the entirety of said easement,and 25 feet to the Westerly side of centerline for the first 250 feet of said easement, and then 15 feet to the Westerly side of said centerline for the remaining 2,422.47 feet of said easement,the road surface being limited to thirty feet in width, exclusive of side slopes and ditches for the road,as necessary, and said easement being for purposes of ingress, egress and utilities,over,under and across a portion of the West 30 Acres of the West 1/2 of the SE 1/4 of Section I, Township I North, Range 67 West of the 6th Principal Meridian, County of Weld, State of Colorado, the sidelines of said easement being prolonged or foreshortened to abut the South line of Colorado State Highway No. 52 (as described in Book 1475 at Page 514)on the North,and to abut the South and West lines of the West 30 Acres of the West 1/2 of the SE 1/4 of said Section 1 on the South,said easement's centerline being described in particular as follows: Beginning at a point on the North line of Lot A of Recorded Exemption No. 1469-12-1 RE-1525,from which point of beginning the NW Corner of said Lot A bears S89°11'57"W, 25.00 feet,and with all bearings herein relative thereto,said point of beginning being on a line parallel to and 25.00 feet distant Easterly from the West line of the SE 1/4 of said Section 1; Thence N00°04'55"W, along said line paralleling the West line of the SE 1/4 of said Section 1, 250.00 feet to an angle point in said easement's centerline, said angle point also representing the transition point of the easement's width from 40 feet to 30 feet;Thence NOO°53'03"W,483.07 feet to a point of curvature; Thence Northerly, along the arc of a curve to the right, 34.82 feet to a point of tangency, said arc of curve having a radius of 1000.00 feet,an interior angle of 01°59'42"and a chord bearing N00°06'48"E,34.82 feet; Thence N0I°06'39"E, 402.48 feet to a point of curvature;Thence Northerly, along the arc of a curve to the left, 31.36 feet to a point of reverse curvature, said arc of curve having a radius of 1000.00 feet, an interior angle of 01°47'48" and a chord bearing N00°12'45"E, 31.35 feet;Thence Northerly, along the arc of a curve to the right, 341.25 feet to a point of compound curvature,said arc of curve having a radius of 28,118.04 feet,an interior angle of 00°41'43" and a chord bearing N00°20'17"W, 341.25 feet; Thence Northerly, along the arc of a curve to the right, 103.21 feet to a point of compound curvature,said arc of curve having a radius of 1000.00 feet,an interior angle of 05°54'48"and a chord bearing N02°57'59"E, 103.16 feet;Thence Northeasterly,along the arc of a curve to the right,350.54 feet to a point of tangency,said arc of curve having a radius of 524.86 feet,and interior angle of 38°16'00"and a chord bearing N25°03'23"E,344.06 feet;Thence N44°11'23"E, 129.64 feet to a point of curvature; Thence Northeasterly, along the arc of a curve to the left, 213.23 feet to a point of tangency, said arc of curve having a radius of 303.00 feet, an interior angle of 40°19'12" and a chord bearing N24°01'47"E, 208.85 feet; Thence N03°52'11"E, 332.87 feet to a point on the South Right-of-Way line of Colorado State Highway No. 52, and the point of terminus of this easement's centerline,from which point of terminus the Center 1/4 Corner of said Section 1 bears approximately N80°01'41"W,381.67 feet. Revised: 10/26/2001 by Robert M.Sayre,Cob.Reg.Surveyor#11372 A-1 EXHIBIT B ACCESS EASEMENT THROUGH LOT A OF RECORDED EXEMPTION RE 1525 LEGAL DESCRIPTION:A perpetual non-exclusive easement for purposes of ingress,egress and utilities,over, under and across the Northwesterly portion of Lot A of Recorded Exemption No. 1469-12-I-RE 1525 in the Northeast One-quarter of Section 12 of Township 1 North,Range 67 West of the 6th Principal Meridian,County of Weld,State of Colorado,said easement being described in particular as follows: Beginning at the Northwest Corner of Lot A of said Recorded Exemption No. 1469-12-1-RE 1525; Thence N89°1 1157"E,along the North line of Lot A of Recorded Exemption No. 1469-12-I-RE 1525(and with all bearings herein relative thereto,)50.00 feet; Thence SOO°48'O3"E,departing the North line of Lot A of Recorded Exemption No. 1469-12-1-RE 1525,and at right angles to the North line of Lot A of Recorded Exemption No. 1469-12-I-RE 1525, 150.00 feet; Thence 519°14'07"W, 150.00 feet to a point on the West line of Lot A of Recorded Exemption No. 1469-12-I-RE 1525,said West line of Lot A being the West line of the NW 1/4 of the NE 1/4 of said Section 12; Thence N00°44'52"W,along the West line of Lot A of Recorded Exemption No. 1469-12-I-RE 1525 and along the West line of the NW 1/4 of the NE 1/4 of said Section 12,282.86 feet to an angle point in the West line of said Lot A; Thence N07°11'05"E,along the West line of said Lot A,8.14 feet to the Point of Beginning. CONTAINING 11,286 Square Feet(0.259 Acres)more or less. Revised 11/14/2001 by Robert M.Sayre,Colo.Reg.Surveyor#11372 B-I EXHIBIT C ACCESS EASEMENT THROUGH NE 1/4 OF NW 1/4,SECTION 12,TIN,R67W LEGAL DESCRIPTION:A perpetual non-exclusive easement,being forty feet in width for the first 250 feet of said easement,and thirty feet in width for the remaining 1,100.35 feet of said easement,said easement being 15 feet to the Westerly side of the following described centerline through the entirety of said easement,and 25 feet to the Easterly side of centerline for the first 250 feet of said easement, and then 15 feet to the Easterly side of said centerline for the remaining 1,100.35 feet of said easement,the road surface being limited to thirty feet in width, exclusive of side slopes and ditches for the road, as necessary, and said easement being for purposes of ingress, egress and utilities,over,under and across a portion of the NE 1/4 of the NW 1/4 of Section 12,Township 1 North, Range 67 West of the 6th Principal Meridian,County of Weld, State of Colorado, the sidelines of said easement being prolonged or foreshortened to abut the North and East lines of the NE 1/4 of the NW 1/4 of said Section 12 on the North,and to abut the North line of the SE 1/4 of the NE 1/4 of said Section 12 on the South,said easement's centerline being described in particular as follows: Beginning at a point on the North line of the NE 1/4 of the NW 1/4 of said Section 12, said point of beginning being on a line parallel to and 25.00 feet distant Westerly from the East line of the NE 1/4 of the NW 1/4 of said Section 12;Thence S00°44'52"E,along said line parallel to and 25.00 feet distant Westerly from the East line of the NE 1/4 of the NW 1/4 of said Section 12, 250.00 feet to a point of curvature, said point of curvature also representing the transition point of the easement's width from 40 feet to 30 feet;Thence Southerly,along the arc of a curve to the right,313.47 feet to a point of tangency,said arc of curve having a radius of 851.01 feet,and interior angle of 21°06'18"and a chord bearing S09°48'17"W,311.70 feet;Thence 520°21'26"W, 71.39 feet to a point of curvature;Thence Southerly,along the arc of a curve to the left,226.32 feet to a point of tangency,said arc of curve having a radius of 247.78 feet, and interior angle of 52°20'07" and a chord bearing S05°48'38"E, 218.54 feet; Thence S31°58'41"E, 75.53 feet to a point of curvature;Thence Southerly,along the arc of a curve to the right, 91.57 feet to a point of tangency,said am of curve having a radius of 168.00 feet,an interior angle of 31°13'49"and a chord bearing 516°21'47"E, 90.44 feet; Thence S00°44'52"E, 150.00 feet to an angle point in said centerline; Thence S00°25'52"E, 172.07 feet to a point on the North line of the SE 1/4 of the NW 1/4 of said Section 12,and the point of terminus of this easement's centerline,from which point of terminus the NE Corner of the SE 1/4 of the NW 1/4 of said Section 12 bears approximately S89°49'54"E,25.00 feet. Revised 10/26/2001 by Robert M.Sayre,Colo.Reg.Surveyor#11372 B-1 RCV BY:PM&S : 5-14-98 : 1: 19PM : 3036540100-. PMH&S:# 2 - (1/4Q_, n �I D DISTRICT COURT, WELD COUNTY, STATE OF COLORADO Col% , E o C , R8( V � 41 j o r,t�pCppoTsry. Case No. , Division / F�'9 !"/ A 10, 17 PETITION IN CONDEMNATION CITY OF THORNTON, a municipal corporation of the State of Colorado, Petitioner, v. D&S MINING,INC.,a Colorado Corporation;and,ARTHURL.WILTS,11,as Treasurer of Weld County, Colorado, Respondents. The City of Thornton, Petitioner, by and through its attorneys, for its Petition in Condemnation, alleges as follows: 1. Petitioner is a Colorado municipal corporation organized and existing under Home Rule Charter pursuant to Article XX of the Colorado Constitution. 2. Petitioner's authority to maintain this proceeding is set forth in Ankle XX of the Colorado Constitution and the Charter of the City of Thornton. Additional authority is also provided by the City Code of the City of Thornton and §37-87-101(1),$38-2-101 and §38-6-101 of the Colorado Revised Statutes. Petitioner elects to follow the procedures set forth in Article 1,Title 38, C.R.S. 3. Petitioner has undertaken a public project to provide forthe construction,maintenance and operation of water reservoirs identified as the South Platte River Gravel Pit Storage Project. The project and the acquisition ofproperty therefore have been approved by various actions of the City Council of the City of Thornton. 4. Petitioner has determined and declared that the acquisition of the property and property interests described in Exhibit A attached hereto is necessary for the protection and preservation of the health, safety, welfare and convenience of the citizens of the City of Thornton, and to carry out the public project. RCV BY:PM&S : 5-14-98 : 1: 19PM 3036540100-, PMH&S:4 3 5. The purposes for which the property described in Exhibit A is needed and is sought constitute a public purpose. 6. Petitioner requires an Order for Immediate Possession for the limited purpose of surveying, soils,water and hydrology testing for a period of 120 days covering the property described in Exhibit A in order to proceed with the public purposes for which this property is to be acquired, all as more fully set forth herein, and for the preservation and protection ofthe health, safety,welfare and convenience of the citizens of the City of Thornton.• 7. 1) & S Mining, Inc. is named as a Respondent as purported owner of the property described in Exhibit A. 8. Arthur L. Willis, II, as Treasurer of Weld County, Colorado, is named as a Respondent pursuant to § 39-3-134, C.R.S. 9. Insofar as is known to Petitioner, there are no other persons or entities of record interested in the subject property,as owner or otherwise,who have not been named as a Respondent herein. 10. Petitioner is informed and believes that this action does not affect the property of any persons under guardianship or conservatorship. I1- Respondents have a duty to mitigate damages, if any, arising by reason of this acquisition. 12. After good faith negotiations, the parties have failed to agree as to the compensation to be paid for the property being acquired. WHEREFORE, Petitioner prays: 1. That the compensation to be paid to the Respondents be determined in the manner provided by law. 2. That the Court determine the proper deposit to be made by Petitioner with the Court for taking the temporary and limited possession of the subject property described in Exhibit A for the purposes of surveying, soils,water and hydrology testing, and enter an order authorizing Petitioner and its contractors, agents, servants, employees and assigns to enter into the property for'those purposes. 3. That should it become necessary for Petitioner to take fall possession of the property prior to the completion of this action, the Court determine the proper deposit to be made by Petitioner with the Court for taking possession of the subject property interests described in Exhibit A, and enter an order authorizing Petitioner and its contractors, agents, servants, employees and 2 RCV BY:PA1&S 5-14-98 : 1:20PM : 3036540100-, PMH&S:# 4 • . ( r. assigns to enter into,take and retain possession of said property,together with the right to demolish any improvements located thereon, and make cuts, fills, or, in any other manner, change the shape or configuration of said property, during the pendency of this proceeding,without interference from the Respondents, or their successors, assigns, heirs, devisees, personal representatives, guests or invitees, or any other person or persons claiming by, through or under said Respondents. 4. That,if the ownership or interests in the subject property are not herein correctly set forth, the named Respondents be required to set forth by answer the extent of their respective interests,and the names of any other interested persons or entities and the nature and extent of their interests. 5, That Petitioner have judgment condemning the property described hereinabove upon payment of just compensation to the Respondents or other parties in interest as provided by law, and for a Rule and Order conveying said property to Petitioner. 6, For such other and further relief as the Court deems proper. DATED this20i4 day of April, 1998. Respectfully submitted, OPPERMAN& ASSOCIATES, P.C. BY Marlin D. Opperman, #3946 William M. Schell, #11848 Douglas S. Widlund, #21042 511 16th Street, Suite 410 Denver, CO 80202 (303) 6231970 SPECIAL COUNSEL FOR PETITIONER CITY OF THORNTON 3 AS 14-98 . 1:20PM : 3036540100 PMH&S:# 5 CITY OF THORNTON Margaret A,Emerich, #14068 Thornton City Attorney Steven L. Snyder, #19982 Assistant City Attorney 9500 Civic Center Drive Thornton, CO 80229 Address o£Petitioner: (303)538-7210 9500 Civic Center Drive Thornton, CO 80229 • • p 4 RCV BY:PM&S : 5-14-93 : I :21PM : 303654-0100-+ PMH&S:# 6 EXHIBIT A FORT L'UPTON PIT Fee simple title in and to the property described as: The West ''A of the Southwest ''A of Section 7, Township 1 North, Range 66 West, 61° Principal Meridian, and The East '% of the Southeast 'A of Section 12, Township 1 North, Range 67 West, 6th Principal Meridian • Weld County, State of Colorado • Together with all improvements thereon and appurtenances thereto Reserving unto D& S Mining, Inc. its successors and assigns: 1. The right to mine, extract and remove any sand and gravel located thereon to and including the earlier of December 31, 2019, or the time at which all of the sand and gravel have been mined therefrom. 2. Any deep bedrock(Senate Bill 5) groundwater. Provided, however,the right of any holder of an interest in any deep bedrock (Senate Bill 5) groundwater, if any, to enter upon the lands described and extract said groundwater is being acquired as a part of this transaction/acquisition. 3. Any and all mineral interests(excluding sand and gravel)currently owned by D R S Mining, Inc. Said property rights are being taken subject to the following: 1. Oil and Gas Lease recorded December 1, 1956 in Book 1376 at Page 250, between Lena Ackerson and The California Company, 2. Oil and Gas Lease recorded April 22, 1970 in Book 624 at ReceptionNo. 1545940, between Doris Ackerson and T. S. Pace. 3. Right-of-way as granted to The Denver Laramie and Northwestern Railway Company as set forth in instrument recorded February 13, 1909 in Book 289 at Page 539. 4. Right-of-way set forth in instrument recorded December 28, 1920 in Book 628 at Page 254. 5. Right-of-way as granted to Colorado Central Power Company set forth in instrument recorded January 22, 1948 in Book 1229 at Page 448. RCV BY:PM&S : 5-14-98 : 1 :22PM : 3036540100-. PMH&S:N 7 •. 6. Right-of-way as granted to the United States of America set forth in instrument recorded October 10, 1958 in Book 1431 at Page 574. 7. Right-of-way as granted to Amoco Production Co. as set forth in instrument recorded January 11, 1973 in Book 683 at Reception No. 1605178. 8. Rights-of-way as granted to Colorado Interstate Gas Corp. as set forth in instruments recorded November 19, 1973 in Book 703 at Reception No. 1625016, and November 17, 1975 in Book 753 at Reception No. 1674723. 9. Right-of-way as granted to Panhandle Eastern Pipeline Co.as set forth in instrument recorded December 2, 1975 in Book 754 at Reception No. 1675875. 10. Right-of-way as granted to Mountain States Telephone and Telegraph Co. as set forth in instrument recorded June 7, 1985 in Book 1072 at Reception No. 2012673. 1 I. Right-of-way as granted to KN Front Range Gathering Co.as set forth in instrument recorded August 13, 1993 in Book 1397 at Reception No. 2346144. • • RCV BY:PM&S • 6-14-98 : 1:22PM : 3038540100 PMH&S:# 8 `_ DISTRICT COURT, WELD COUNTY, STATE OF COLORADO Case No. 9,4v VV 9 Division / NOTICE OF LIS PENDENS "1 CITY OF THORNTON, a municipal corporation of the State of Colorado, orn z ca- = Petitioner, — Q n r- 0 D 2oc' D& S MINING,INC.,a Colorado Corporation;and,ARTHUR L.WILLIS,II,as Treasurer of ' -61d County, Colorado, Respondents. PLEASE TAKE NOTICE, that on April 21, 1998, the City of Thornton, Petitioner, commenced an action in the District Court for the County of Weld, State of Colorado, being Civil Action No. 98 CV 4 against the Respondents set forth in the caption above. The said action is an eminent domain action brought by the Petitioner to condemn interests in real property, improvements and appurtenances thereon, and other interests therein owned of record, or otherwise, by said Respondents, in the County of Weld, State of Colorado, said property and other interests affected thereby being more particularly described as set forth on the attached Exhibits A and B incorporated herein by reference. DATED this.2/'f day of April, 1998. OPPERMAN&ASSOCIATES,P.C. ByuO Marlin D. Opperman, #3946 William M. Schell, #11848 • Douglas S. Widlund, #21042 511 16th Street, Suite 410 Denver, CO 80202 (303)623-1970 SPECIAL COUNSEL FOR PETITIONER CITY OF THORNTON RCV BY:PM&S : 5-14-98 • 1 :23PM : 30313540100-+ PMH&S:# 9 Ir CITY OF THORNTON Margaret A. Emerich, 414068 Thornton City Attorney Steven L. Snyder, #19982 Assistant City Attorney 9500 Civic Center Drive Thornton, CO 80229 • Address of Petitioner: (303) 538-7210 9500 Civic Center Drive Thornton, CO 80229 2 RCV BY:PM&S r 5-14-98 1 :23PM : 30:36540100-. PMH&S:#10 E7OBIBIT A PORT LUPTON PIT Fee simple title in and to the property described as: The West % of the Southwest Y. of Section 7, Township 1 North, Range 66 West, 6'h Principal Meridian, and • The East % of the Southeast ''A of Section 12, Township 1 North, Range 67 West, 6h Principal Meridian Weld County, State of Colorado Together with all improvements thereon and appurtenances thereto Reserving unto D& S Mining, Inc. its successors and assigns: 1. The right to mine, extract and remove any sand and gravel located thereon to and including the earlier of December 31, 2019, or the time at which all of the sand and gravel have been mined therefrom. 2. Any deep bedrock(Senate Bill 5) groundwater. Provided, however, the right of any holder of an interest in any deep bedrock (Senate Bill 5) groundwater, if'any, to enter upon the lands described and extract said groundwater is being acquired as a part of this transaction/acquisition. 3. Any and all mineral interests(excluding sand and gravel) currently owned by D & S Mining, Inc. Said property rights are being taken subject to the following: 1. Oil and Gas Lease recorded December 1, 1956 in Book 1376 at Page 250, between Lena Ackerson and The California Company. 2. Oil and Gas Lease recorded April 22, 1970 in Book 624 at Reception No. 1545940,between Doris Ackerson and T. S. Pace. 3. Right-of-way as granted to The Denver Laramie and Northwestern Railway Company as set forth in instrument recorded February 13, 1909 in Book 289 at Page 539. 4. Right-of-way set forth in instrument recorded December 28, 1920 in Book 628 at Page 254. 5. Right-of-way as granted to Colorado Central Power Company set forth in instrument recorded January 22, 1948 in Book 1229 at Page 448. ?CV BY:PM&S : 5-14-98 : 1:24PM : 3036510100-, PMH&S:#11 6. Right-of-way as granted to the United States of America set forth in instrument recorded October 10, 1958 in Book 1431 at Page 574. 7. Right-of-way as granted to Amoco Production Co. as set forth in instrument recorded January 11, 1973 in Book 683 at Reception No. 1605178. 8. Rights-of-way as granted to Colorado Interstate Gas Corp. as set forth in instruments recorded November 19, 1973 in Book 703 at Reception No. 1625016, and November 17, 1975 in Book 753 at Reception No. 1674723. 9. Right-of-way as granted to Panhandle Eastern Pipeline Co.as set forth in instrument recorded December 2, 1975 in Book 754 at Reception No. 1675875. • 10. Right-of-way as granted to Mountain States Telephone and Telegraph Co. as set forth in instrument recorded June 7, 1985 in Book 1072 at Reception No. 2012673. 11. Right-of-way as granted to KN Front Range Gathering Co.as set forth in instrument recorded August 13, 1993 in Book 1397 at Reception No. 2346144. • • DEC-12-2005 NON 03:55 PPI LnFHRGE C0RP FAX NO. 970 407 3900 _ _ P. 02 PURCHASE AGREEMENT ID &S Mining, Inc. Property O414 THIS PURCHASE AGREEMENT ("Agreement") is made this day of August, 2000 between the CM OF THORNTON, a Colorado municipal corporation whose address is 9500 Civic Center Drive, Thornton, Colorado 80229 ("Thornton") and D &S Mining, Inc., a Colorado corporation, whose address is 4025 Weld County Road 23, Fort Lupton, CO 80621 ("D & S"). REMUS_ WHEREAS, the City of Thornton has commenced an eminent domain action to acquire property in the following action, Ci of Thornton v State of Color c. ado e Case No. 98 CV 449, District Court, Weld County, ("Condemnation Action"); WHEREAS D &S is currently the owner of the Property being acquired in the Condemnation Action; • WHEREAS, the Property is described on Exhibit A attached hereto; WHEREAS Thornton and D & S have reached an agreement regarding the purchase from D &S by Thornton of the Property n unfinished having a water storage potential for developmenta a asa reservoir. and unmined pit AGREEMENT_ NOW THEREFORE, and in consideration of the mutual covenants herein conined and other good and is he hereby acknowledged, Thornton l andl consideration, D &Sag agree as follows: and sufficiency Settlement Of Condemnation 1. Settlement. Subject to the terms and conditions herein,Thornton and D & S agree to settle the Condemnation Action. Thornton and D &S shall execute and file with the District Court, on or before ten (10) days. subsequent to the execution and delivery of this Agreement, a Notice Of Settlement. This Notice will inform the court of the execution of this Agreement, but will also note that several DEC-12-2005 HON 0355 Pm FARCE CORP _ FA} NO. 970 407 3900 P. 03 • contingencies must be satisfied before the closing can take place on the Agreement. In view of these contingencies,the Notice will request that the court continue to hold the action in abeyance until closing or until either party notifies the court that the closing will not take place and requests the rescheduling of the valuation trial. 2. Stipulation for Dismissal. Thornton and D & S shall execute concurrently with the transfer of title and payment of compensation as set forth herein a Stipulation for Dismissal of the Condemnation Action providing as follows: a. Each party is to pay its own costs, attorneys'fees and expenses and that D & S specifically waives any right it may have for a claim of damages, costs, expenses or attorneys'fees by reason of the dismissal or abandonment of the Condemnation Action. 3. Taxes and Assessments Due or Claimed. The parties acknowledge that D & S has or shall pay, prior to or at Closing, the 1999 real property taxes on the Property and the prorated amount for the 2000 real property taxes on the Property as determined by the Treasurer of Weld County for any assessments, real estate taxes or personal property taxes due or claimed by such Treasurer relating to the Property being acquired in the Condemnation Action. The parties also acknowledge that if any real or personal property taxes are due based upon the mining of the sand and gravel, that D &S shall be responsible for the payment of said taxes, either directly or by operation of the lease of the sand and gravel. Transfer Of Property 4. Agreement for Conveyance. D & S shall convey and Thornton shall accept the Property, as hereinafter defined, upon the terms and conditions sec forth in this Agreement. 5. Property. The parties acknowledge that the Property consists of approximately one hundred sixty-eight(168) acres located in Weld County, State of Colorado, together with all rights, easements, privileges and appurtenances pertaining thereto owned by D & S, provided: a. D &S shall reserve water and water rights evidenced by shares in the Brighton Ditch which may be appurtenant to the Property; 2 , DEC-12-2005 MON 03:55 Pni LAFARGE CORP _ __ FAX NO. 970 407 3900 P. 04 b. D & S shall reserve the right to receive,payments the e obr ligati ni to return or refund, rentals and royalty p Y Lease Agreement dated August 15, 1996 between D & S and Richardson Contracting, Inc. and the Assignment, Amendment and Consent Agreement dated April 20, 1998 ("Mining Lease") for the period to and including the earlier of August 15, 2018, or the time at which the mining operations cease. D & S shall continue to have the obligation to provide the use of the .45 share of the Brighton Ditch Company water for the term of the Mining Lease and in accord with section 1.3 of the Mining Lease. D & S shall assign all its other rights, and interests in, to and under the Mining Lease to Thornton. D &S agrees and warrants that it has not and will not agree to any amendment te the Mining Lease without first obtaining Thornton's written approval of such amendment. c. D &S shall reserve any and all mineral interests (excluding sand and gravel) currently owned by D B. S Mining, d. D & S shall reserve any deep bedrock (Senate Bill 5) groundwater. However, said reservation shall exclude from the rights reserved the right to enter upon the Property to extract said groundwater. 6. 'urchase Price. The Purchase Price for the Property shall be $600,000 subject to adjustment as determined after the Water Storage Potential has been calculated under paragraph 8 herein by multiplying any Water Storage otentil in acre excess of 1,500 acre feet by an amount determined by adjusting $400.00 per feet by the change in the most recent Consumer Price Index for the Denver Metropolitan Area between the date of Closing and the date the Water Scorage Potential is determined pursuant to paragraph 8 herein. 7. Payment of Purchase Price. The Purchase Price and any adjurtrnents shall be paid as follows: a. Thornton shall pay to D & S the sum of $50,000.00 as a good faith deposit upon execution of this Purchase Agreemer..:. 3 , DEC-12-2005 NON 03:55 PH LAFARGE CORP FAX NO. 970 407 3900 P. 05 b. Should Thornton elect to extend the due diligence period as provided in paragraph 9 herein, Thornton shall pay to D & S an additional sum of $50,000 as a good faith deposit upon notification of the extension. c. Thornton shall pay to D & S the sum of $600,000, less any deposits made pursuant to paragraphs a or b above upon Closing and conveyance of title from D & S to Thornton. d. Thornton shall pay to D & S any additional sums due under the provisions of paragraphs 6 and 8, herein, within 30 days of Thomton's receipt of the final determination of the Water Storage Potential volume by survey. At the request and direction of D &S payment of any additional sums due under paragraphs 6 and 8, herein, shall be made to the following or their respective heirs or assigns: i) 37.5% to Freda Dreiling ii) 37.5% to Myrna Slabaszewskl iii) 25% to Timothy J. Flanagan, Esq. Conditions Precedent to Convevance 8. Determination of Water Storage Po ential. by a Thoon shorall licensed have ave performed, at its expense, a survey of the Property in the State of Colorado. The survey will be used to have an elevation-capacity cable and curve of the pit, existing on the Property as of the earlier of 1) the completion of mining under the Mining Lease, or 2) August 15, 2018, prepared by an engineer, licensed in the State of Colorado. The table and curve shall start at the top cif the dead storage pool, if any, and extend to the existing ground level. Dead storage shall be defined as the volume of storage that by reason of its location within the reservoir will not drain by gravity to the lowest point of the reservoir. Water Storage Potential as used in this Agreement shall mean the capacity of the pit availbole for potential water storage as measured between the top of the dead storage pool, if any, and an elevation of two (2) feet below the lowest point of the bank or boundary of the pit. A copy of this survey, table and curve will be provided to I) & S immediately upon receipt by Thornton of the final documents.._. 4 DEC-12-2005 HON 03:55 PM LAFARGE CORP FAX NO. 970 407 3900 P. 06 Due Diligence 9. Si Thornton shall have a period of two (2) months from the date of this Agreement to undertake a due diligence review of the Property. At Thornton's sole option, it may extend this due diligence review period for an additional 2 months by giving notice to D &S that Thornton desires to exercise this option, provided that Thornton pay adtoD & S 7(b) above. good faith deposit of $50,000.00 as contemplated by p 9 P ( ) b 10. Delivery of Information. . Concurrently with the execution of this Agreement, D & S shall provide to Thornton copies of any and�e envi onm ntal reports, soil reports, studies, tests or reports relating to (a) or (c) the f •_i al condition of the Property; (b) the soils condition of the Property, use of the Property as anything other than agricultural use or as a sand and L.avel operation or water storage facility in its possession or under its control. D &S shall also provide to Thornton copies of any information obtained under min ng pey nitining s, or from the lessee, including but not limited to any mining plans, testing results, reclamation bonds, and insurance certificates, 11. Phase I Environments Audit. Thornton has obtained a Pt .se I Environmental Audit at its expense. 12. Environments a ers. D & S covenants that it, its office.> and directors are not aware of any environmental contamination on the Pr. ierty, including but not limited to, any hazardous, toxic or otherwise illegal substances or materials, and including any contamination consisting of hazardous substanc as (as defined at 42 U.S.C. § 9601(14) in CERCLA), petroleum products or nitrates p esent at the Property. D & S further covenants and warrants that it has not caus::d any such contaminants to be stored, disposed, or utilized on the Property. Both parties expressly reserve all rights they may have under applicable commc, law, environmental laws or regulations, it being understood and acknowledged it .c such rights shall not be limited by the provisions of this paragraph 12. 13. Property Inspections Ansi Testing. During the Due Diligence ,eriod, Thornton shall have the right at its expense to conduct such inspections and testing of the Property as may reasonably be necessary for it to complete its due c.iigence 5 DEC-12-2005 MON 03:56 PM LAFARGE CORP FAX NO. 970 40? 3900 P. 07 investigations, provided that (a) any damage to the Property resulting from such inspections and testing shall be promptly repaired by Thornton, and (b) such inspections and testing shall not unreasonably interfere with the activities and operations of D & S on the Property. 14. Right To Terminate Contract For Certain Reasons. Thornton shall be entitled to terminate this Agreement, at its sole discretion, and for any reason disclosed during the Due Diligence Period. However, if this Agreement is terminated by Thornton under this provision, D & S is entitled to retain any and all good faith deposits previously made by Thornton pursuant to paragraphs 7(a) and (b)parties above. If Thornton terminates this Agreement under this nevertheless dismiss the Condemnation Action as provided provision, in paragraph 2 above. Title 15. Tit Insurance. During the Due Diligence Period, Thornton shall obtain, at its expense, a current commitment for an owner's title insurance policy in an amount equal to the estimated Purchase Price along with legible copies of all documents referenced in the title commitment and copies reclamation es of hed edswhereby plane o D &S acquired title to the Property, any plats, mining permits, permits, special use permits or any other epitsorpr approvals of the Payny agency rty. por division of the federal, state, or county government relating to Thornton, a copy 'shall on n the receipt of such title insurance commitment by furnished d to D &S. A0 Closing any ati g shall o execute performedrfby, through or under D &S or the benefit of the Title Company on the Property. 16. Permitted Fxce tions. The "Permitted Exceptions" shall mean (a) real property taxes and assessments for the year of the Closing and subsequent years; (b) building, zoning and other applicable ordinances and regulations; i. ) any easements, reservations or other matters affecting title provided for in this Agreement; (d) the following matters: a. Oil and Gas Lease recorded December 1, 1956 in Book 1376 at Page 250, between Lena Ackerson and The California Company. 6 DEC-12-2005 NON 03:56 PEI LAFARGE CORP FAX NO, 970 407 3900 P. 08 70 in b. Oil and Gas Leae recorded on No. 15459401s between Doris pAckers nril 22, 9 p and T. S. Ce. at Receptt c. Right-of-way as granted to The Denver Laramie and Northwestern Railway Company as set forth in instrument recorded February 13, 1909 in Book 289 at Page 539. d. Right-of-way set forth in instrument recorded December 28, 1920 in Book 628 at Page 254. e. Right-of-way as granted to Colorado Central Power Company set forth in instrument recorded January 22, 1948 in Book 1229 at Page 448. f. Right-of-way as granted to the United States of America set forth in instrument recorded October 10, 1958 in Book 1431 at Page 574. g. Right-of-way as granted to Amoco Production Co. as set forth in instrument recorded January 11, 1973 in Book 683 at Reception No. 1605178. h. Rights-of-way as granted to Colorado Interstate Gas Corp. as set forth in instruments recorded November 19, 1973 in Book 703 at Reception No. 1625016, and November 17, 1975 in Book 753 at Reception No. 1674723.i. granted o stern line . as set forth in instrument recorded t Decemberle2,a 1975PineBook754 at Reception No. 1675875. j. Right-of-way as granted to Mountain States Telephone and • Telegraph Co. as set forth in instrument recorded June 7, 1985 in Book 1072 at Reception No. 2012673. k. Right-of-way as granted to KN Front Range Gathering Co. as set forth in instrument recorded August i3, 1993 in Book 1397 at Reception No. 2346144. 7 - -. DEC-12-2005 M0N 03:56 PM LAFARGE C0RP FAX NO. 970 407 3900 P. 09 I. Right of way for county roads 30 feet wide on either side of section and township lines, as established by the Board of County Commissioners, Weld County, recorded October 14, 1889, in Book 86, Page 273. m. The Dry Up Covenant identified in paragraph 53 herein. 17. Title Defects. If the title insurance commitment or the survey show, or if Thornton learns of any lien, encumbrance, defect in or objection to title ("Defect") other than the Permitted Exceptions, Thornton shall give written notice thereof("Notice of Defect') to D &S within twenty (20) business days after the later of 1) Thomton's receipt of the Title Insurance Commitment, or 2) the execution of this Agreement. Thornton's failure to giver:, &S written Notice of Defect within the specified time period shall constitute Thornton's waiver of such Defect. D &S shall proceed promptly to cure any such Defect unless D &S shall give written notice to Thornton advising Thornton that the D &S has elected not to cure the Defect, which notice shall be given twenty (20) business days after D & S's receipt of Thornton's Notice of Defect. If any Defect is to be cured, D & S may, at D & S's sole option, cure such defect within sixty (60) days after notice of such defect by Thornton. If such Defect cannot be cured, or is not to be cured, or if such Defect is not cured within such sixty (60) day period or by Closing, whichever is later,Thornton may, at Thomton's option, (a) waive the Defect and close as provided in this Agreement or (b) terminate this Agreement. Any Defect shall be deemed cured if D & S shall cause the exception to be deleted from the Title Insurance Commitment and the applicable Owner's Title Insurance Policy to be delivered to Thornton, or shall obtain affirmative insurance protection with respect thereto which is acceptable to Thornton. If this Agreement is terminated by Thornton under this provision, D &S is entitled to retain any and all good faith deposits previously made by Thornton pursuant to paragraphs 7(a) and (b) above. 18. Deed. Pursuant to the terms hereof, D&S shall convey to Thornton fee simple title to the Property by Special Warranty Deed (or by General Warranty Deed in the event D & S acquired title to the Property by one or more general warranty deeds), in the form attached hereto as Exhibit B, free and clear of all liens, encumbrances, rights of way, easements, restrictions and other matters of record except the Permitted Exceptions. The Deed shall contain reservations of the rights and property identified in paragraph 5 above. 8 DEC-12-2005 MON 03:56 Fri LAFARGE CORP_ __ FAX NO, 970 407 3900 P. 10 19. Access. D &S acknowledges that access is provided to the Property by way of existing public right-of-way. Closing 20. Closing Date(s) and Place. The Closing shall mean the executor and delivery of the documents identified in paragraph 21 below, and shall take place on or before thirty (30) days after Thornton gives notice to D &S that it has completed its due diligence investigation and desires to close the purchase of the Property. Closing shall take place at the offices of the Title Company or such other place as the parties may mutually agree. 21. Documents at Closing. At the Closing the following documents and materials, each duly executed and acknowledged by the parties as appropriate, shall be delivered by the parties: (a) the Deed from D &S to Thornton; (b) a Stipulation for Dismissal of the Condemnation Action; (c) Non-Foreign Status Certificates pursuant to Internal Revenue Code Section 1445, if applicable; (d) an assignment of the Mining Lease; and (e) any other documents or instruments necessary to effectuate the terms of this Agreement. At the Closing the Deed shall be de.vered to Thornton and the parties shall execute and deliver (a) a receipt and acknowledgment by D & S that the Purchase Price has been paid by Thornton to D &S for the Property; and, (b) a set of settlement statements prepared by the Title Company showing the disposition of funds paid and delivered. 22. Possession. Possession of the Property, subject to the reserves rights, shall be delivered to Thornton at the Closing. 23. Costs and Expenses. Thornton shall pay the cost of recording the Deed any documentary fee and any dosing costs relating to the Property conveyed by the Deed. Post Closina Conditions/Agreements 24. Reclamation Responsibility. The sand and gravel lessee, shal: remain responsible for compliance with all the terms and conditions of the mining, reclamation and special use permits pertaining to reclamation of the Property, including but not limited to Mined Land Redamation Board Permit No. M-85-088, Weld County Special Use Permit No. %HA , dated November 13, 1985 9 , DEC-12-2005 MON 03:56 PM LAFARGE CORP MX NO. 970 407 3900 P. 11 (collectively"Permits" . Upon execution of this Agreement, D & S shall not am:Ad nor approve any amendment to any mining or reclamation plan, or any special use permit without Thornton's prior written approval. D & S will obtain Thornton's written approval prior to agreeing to the release of any reclamation bond. a. Augmentation Water for Unified Ponds and Lakes. D &S, either directly or through the lessee under the Mining Lease, shall be responsible for any continuing water augmentation requi tment for any unlined ponds or lakes on the Property pursuant terms of the Mining Lease. b. Insurance. The existing requirements for insurance and indemnification contained in the Mining Lease shall remain in effect 25. Post Closing Amendments to Minina Lease. D &S agrees to approve any amendments to the Mining Lease after Closing and transfer of title requested by Thornton, provided however, that such amendments do not e timing at materially which the he amount of any rental or royalty payments payments will become due and owing to D & S. Defaults • 26. Defaults by D & S. If there is any default by D & S under this Agreement at or prior to Closing,Thornton shall have the right to (a) terminate this Agreement, (b) proceed with the Agreement as if no default had occurred; or (c) seek specific performance of this Agreement. Should, after default by D & S, Thornton elect to terminate this Agreement and move forward with the Condemnation Action, D &S hereby waives any and all rights it may have to dispute Thomton's authority to condemn the properties,the necessity of the acquisitions,the sufficiency of the negotiations, and the jurisdiction of the Courts, the right to Thornton's continued possession of the properties, and the amount deposited to obtain such immediate possession.The amount of just compensation to be awarded in such action shall be the amount set forth as the Purchase Price in paragraph 6 of this Agreement. If this Agreement is terminated by Thornton due to a default by D &S, D &S shall return to Thornton all amounts paid by Thornton to D &S as good faith deposits pursuant to paragraphs 7(a) and (b) above. If there Is a default by 10 . DEC-12-2005 MON 03:56 P11 LAFARGE CORP MX NO. 970 407 3900 P. 12 D & S subsequent to Closing regarding one of the Post Closing dlt or✓ch r Agreements, Thomton's remedies will be limited to (a) proceeding Agreement as if no default had occurred, or (b) seeking specific performance of this Agreement and damages. 27, Defaults by Thornton. If there is any default by Thornton rntothisAgreement;under tis Agreement at or prior to Final Closing, D & S may, (a) (b) proceed with the Agreement as if no default had occurred; or, (c) seek specific performance of this Agreement If this Agreement is terminated byD &S due to D& S as a good faith deposit under pa amounts r graphs 7(a) and (b) abov i7 to by Thornt 28. Notification of Default and Cure. Notice of any default under this Agreement shall be given to the defaulting party by the non-defaulting party. The defaulting party shall have twenty (20) days to cure any such default before any of the remedies identified in paragraphs 25 and 26 are available to the non-defaulting party, provided that the period for curing any such default shall be extended for a reasonable period of time if the defaulting party is proceeding with all reasonable diligence to cure the default. 29. Termination of Agreement. If for any reason this Agreement is terminated pursuant to its own terms or by operation of law and the Closing is not concluded as provided herein, the parties will resume the Condemnation Action at the point at which it was put in abeyance and either party may notify the Court that the settlement has failed and that rescheduling of the valuation trial is required. Miscellaneous 30. Indemnification by D & S. D & S shall indemnify and hold harmless Thornton, its representatives, officials and employees, of and from any and all claims, demands, actions, causes of action, liabilities, expenses and damages of whatever kind or nature, including attorney fees and court costs, arising out of or in any manner connected with D &S's reclamation activities on the Property, mining, and post mining activities necessary under its permits, provided that such injuries, losses or damages are caused by the acts, errors or omissions of D & S's officers, employees, contractors, subcontractors or agents. 11 . DEC-12-2005 NON 03:57 Ph LAFARGE CORP FAX NO. 970 407 3900 P. 13 31. I„demnifk?VOn by Thom n. Thornton shall indemnify and bald harmless D &S, its officers, employees nd representatives, ofand from nd damages all claims, demands, actions, causes of a�tion, liabilities, expenses of or f whatever kind or nature, including attorney fees and court costs, arising out D : in s any manner connected with Thornton's activities on the Property, damage provided that such mining or reclamation work, and Thornton's use of the Property, injuries,icer losses or damages are contractors, subcused ontractors or agents. f the acts, errors o omissions ofThomton's 32. Authori ofmo to . This Agreement is expressly subject to and shall not become effective or binding on Thornton until the Agreement is fully executed by all signatories of the City of Thor ton. Thornton warrants that Thornton is a home rule municipal corporation duly organized,validly owe g and in and legal dstcapacity to nding under the laws of the State of Colorado; has the right, power, enter into and perform its obligations under this Agreement and the documents to be executed and delivered pursuant hereto; and the execution and delivery of this Agreement and such documents and a performance and observance of their terms, conditions, and obligations have bee duly and validly authorised by all necessary action erforman and part observancevalid a dreement and such cument§ and such binding ng upon Thornton P 33. Authority of D & S. D Ik S warrants that D & S is a corporation duly organized, validly existing and in g od standing under the laws of the 'State of Colorado; is qualified to transact bu iness in the State of Colorado; has the right, power, and legal capacity to ente into and perform its obligations under this Agreement and the documents to b executed and delivered pursuant hereto; and the execution and delivery of thils Agreement and such documents and the performance and observance of thei terms, conditions, and obligations have been duly and validly authorized by all necessary action on its part to make this Agreement and such documents an such performance and observance valid and binding upon D & S. 34. Casualty Damage. f, before Closing, the Property is materially damaged by fire, flood or other ca ualty and such damage cannot be repaired by D & S within forty-five (45) da , Thornton may elect to (a) terminate this Agreement by giving notice to D &S of such election within sixty (60) days of the casualty event, or (b) continue this Agreement despite such damage. If this Agreement is terminated by Thorn ti n due to a casualty damage, D & S shall return 12 DEC-12-2005 MON 03:57 Fri LAFARGE CORP FAX NO. 970 407 3900 P. 14 to Thornton all amounts paid by Thornton to D &S as good faith deposits pursuant to paragraphs 7(a) and (b) above. 35. Pending Litigation. D &S has no knowledge of any pending isputes, actions, litigation or administrative reviews which concern the Property, D & S's or its lessee's activities on the Property. 36. Compliance with Government Regulations, D & S warrants that there are no orders, directives, complaints, or violation notices of any city, county, state or federal authority, of any type related to the Property or D & S's or its lessee's work on the Property. 37. No Third Party Beneficiary. Nothing contained herein shall give rise to any rights or allow any claim by any third party. It is the express intention of the parties that any third party receiving benefits from this Agreement shall be deemed an incidental beneficiary only. 38. Governmental Immunity. The parties hereto understand and agree that the City of Thornton, its officers, and its employees, are relying on, and do not waive or intend to waive, by any provision of this Agreement, any rights, protections, or privileges provided by the Colorado Governmental Immunity Act,C.R.S. § 24-10-101 et. seq., as it is from time to time amended, or otherwise available to Thornton, its officers, or employees. However, Governmental Immunity shall not be available or asserted by the City of Thornton as a defense to any of the contract remedies available to D & S under this Agreement. 39. Additional Documents or Action. The parties shall execute any additional documents and to take any additional action necessary to carry out this Agreement. 40. Time of Essence. Time shall be of the essence with respect to performance required under this Agreement. 41. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements or understandings shall be deemed merged in this Agreement. 13 DEC-12-2005 MON 03_57 PM LAFARGE CORP FAX NO, 970 407 3900 P. 15 • 42. No OraL Amendments or Modifications. No amendments or modifications hereof shall be made or deemed to have been made unless in writing, executed by the parties to be bound hereby. 43. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, and permitted assignees. 44, Captions for Convenience. All headings and captions used herein are for convenience only and are of no meaning in the interpretation of this Agreement. 45. Applicable Law. This Agreement shall be interpreted and enforced according to the laws of the State of Colorado. Any action brought with respect to this Agreement shall be brought and maintained in the Weld County District Court, State of Colorado. 46, Exhibits Incorporated. All exhibits to this Agreement are incorporated herein and made a part hereof as if fully set forth herein. 47. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one agreement. 48. Brokers. Each party states to the other party that each party hos not engaged or utilized the services of a broker in connection with this transaction, and that no person or entity is entitled to a commission for any brokerage, marketing or sales services rendered relating to this transaction. 49. Agreement Not Severable. The provisions herein relating to the settlement of the Condemnation Action and the purchase of the Property are not severable from each other. In order for either the Condemnation Action settlement or the purchase of the Property to occur both must occur. SO. Survival of Provisions. Any provisions of this Agreement which require observance or performance subsequent to the applicable date of Closing, including representations, warranties and indemnities shall continue in force and effect following the Closing and execution and delivery of the Deed. ., 14 . DEC,12 2005 NON 03:57 PH LAFARGE CORP FAX NO. 970 407 3900 P. 16 • 51. Notices. Notices required or permitted under this Agreement shall be in writing, shall be given to the following by personal delivery, United States Certified Mail,Return Receipt Requested,nationally recognized overnight courier(for example Federal Express) or facsimile transmission. Notice shall be effective and deemed delivered as follows: Personal delivery- upon receipt; certified mail postage prepaid - upon date shown on return receipt; overnight courier- upon receipt; and facsimile transmission - upon evidence that facsimile was received by recipient's fax or other telecommunications machine. Thornton: City Manager City of Thornton 9500 Civic Center Drive Thornton, Colorado 80229; and, City Attorney City of Thornton 9500 Civic Center Drive Thornton, Colorado 80229 D & S: Freda Dreiling, President D & S Mining, Inc. 4025 Weld County Road 23 Fort Lupton, CO 80621 Myrna Slabaszewskl, Secretary D & S Mining, Inc. P. O. Box 155 Trinidad, CO 81082 John McNamara, Esq. Dolan & Associates 193 South 27"' Avenue, Suite 200 Brighton, CO 80601-2603 Timothy J. Flanagan, Esq. Fowler, Schimberg & Flanagan, P.C. 1640 Grant Street, Suite 300 Denver, CO 80203 15 DEC-12-2005 M0N 03:57 PM LAFARGE C0RP FHS NO, 970 407 3900 P. 17 • Either party hereto may designate in writing from time to time the address of substitute or supplementary persons to receive such notices. The effective date of service of any notice shall be the date such notice is deposited in the mail or hand delivered to D &S or Thornton. 52. Notice of Contract. At Thornton's request and in form and content acceptable to D & S, D & S shall, execute a short form Notice of Contract for recording purposes. Thornton may record either the Notice of Contract if requested or this Agreement as executed. 53. Dry Up Covenant. D &S contemplates the separate sale of its Brighton Ditch water rights and reserves the right to record a Covenant Not to Irrigate, a/k/a Dry-Up Covenant, regarding the future use of those water rights on the Property. That covenant will be in the form of the attached Exhibit C. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written. D & S MINING, INC. By: • Presiders CITY • THO'. O By redge, City Manager ATTEST: �.Gr11 0 7 Nay Vir1ent, City Clerk APPROVED AS TO FORM: Margaret Emerich Thornton City Attorney By /t p mkt r t 24 City Attorney 16 DEC-12-2005 MON 03:57 PM LAFARGE CORP_ _ FAX NO. 970 407 3900 P. 18 EXHIBIT A Fee simple title in and to the property described as: The West 1/a of the Southwest 1/4 of Section 7, Township 1 North, Range 66 West, 6t Principal Meridian, and The East 1/2 of the Southeast 1/4 of Section 12, Township 1 North, Range 67 West, 6th Principal Meridian Weld County, State of Colorado • DEC-12-2005 MON 03:58 PM LAFARGE CORP FAX Na 970 407 3900 P. 19 EXHIBIT B SPECIAL WARRANTY DEED THIS DEED, made this day of 2000, between D & S MINING, INC., of the County of Weld, State of Colorado, grantor and the CITY OF THOColorado whose address is 9500 CivON, a Colorado municipal ic corporation, Drive,Thornton, CO 80229, granteehe County of Adams, State : WITNESSETH, That the grantor, for and in consideration of the sum of Dollars, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents, does grant, bargain, sell, convey and confirm, unto the grantee, and its successors and assigns, forever, all the real property, together with improvements, if any, situate, lying and being in the County of Weld,. State of Colorado, described as follows: The West 1/2 of the Southwest Y of Section 7, Township 1 North, Range 66 West, 6th Principal Meridian, and The East 1/2 of the Southeast 1/4 of Section 12, Township 1 North, Range 67 West, 6'" Principal Meridian SUBJECT TO: a. Oil and Gas Lease recorded December 1, 1956 in Book 1376 at Page 250, between Lena Ackerson and The California Company. b. Oil and Gas Lease recorded April 22, 1970 in Book 624 at Reception No. 1545940, between Doris Ackerson and T. S. Pace. c. Right-of-way as granted to The Denver Laramie and Northwestern Railway Company as set forth in instrument recorded February 13, 1909 in Book 289 at Page 539. d. Right-of-way set forth in instrument recorded December 281 1920 in Book 628 at Page 254. 1 DEC-12-2005 MON 03:58 PM LAFARGE CORP FAX NO, 970 407 3900 P. 20 e. Right-of-way as granted to Company set forth in instrument recorded January 22� Central 48in B Book 1229 at Page 448. f. Right-of-way as granted to the United States of America set forth in instrument recorded October 10, 1958 In Book 14 1 at Page 574. g. Right-of-way as granted to Amoco Production Co. as set forth in instrument recorded January 11, 1973 in Book 683 at Reception No. 1605178. h. Rights-of-way as granted to Colorado Interstate Gas Corp. as set forth in instruments recorded November 19, 1973 in Book 703 at Reception No. 1625016, and November 17, 1975 in Book 753 at Reception No. 1674723. i. Right-of-way as granted to Panhandle Eastern Pipeline Co. as set forth in instrument recorded December 2, 1975 in Book 754 at Reception No. 1675875. j. Right-of-way as granted to Mountain States Telephone and Telegraph Co. as set forth in Instrument recorded June 7, 1985 in Book 1072 at Reception No. 2012673. k. Right-of-way as granted to KN Front Range Gathering Co, as set forth in instrument recorded August 13, 1993 in Book 1397 at Reception No. 2346144. I. Right of way for county roads 30 feet wide on either side of section and township lines, as established by the Board of County Commissioners, Weld County, recorded October 14, 1889, in Book 86, Page 273. m. Taxes and assessments for the current year, payable January 1, 2001. 2 DEC-12-2005 MON 03:58 PM LAFARGE CORP FAX NO. 970 407 3900 P. 21 EXCEPTING AND RESERVING THEREFROM: a. Water and water rights evidenced by shares in the appurtenant ant to the ghton Ditch owned by D & S Mining, Inc. which may be app Property; b. The right to receive, and Il return refund, rentals a and royalty payments under the existing Lease Agreement dated August 15, 19% between D & S and Richardson Contracting, Inc. and the Assignment, Amendment and Consent Agreement dated April 20, 1998 ("Mining Lease") for the period to and including the earlier of August 15, 2018, or the time at which the mining operations cease. c. Any and all mineral interests (excluding sand and gravel) currently owned by D & S Mining, Inc. d. Any deep bedrock (Senate Bill 5) groundwater. Excluding therefrom any right the owner of said groundwater may have to enter upon the Property to extract said groundwater. also known by street and number as: vacant land; TOGETHER with all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues, and profits thereof; and all the estate, tide, interest, claim and demand whatsoever of the grantor either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances; TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the grantee its successors and assigns forever. The grantor for itself and successors does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the grantee, its successors and assigns, against all and every person or persons claiming the whole or any part thereof, by through or under the grantor. 3 DEC-12-2005 MON 03:58 PM LAFARGE CORP _ FAX NO, 970 407 3900 P. 22 IN WITNESS WHEREOF, the grantor has executed this deed on the date set forth above. D &S MINING, INC. By: President STATE OF COLORADO ) ) ss, COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2000 by Freda Dreiling, President of D & S Mining, Inc. Witness my hand and official seal. My commission expires: Notary Public Address: 4 DEC-12-2005 MON 03:58 PM LAFARGE CORP FAX NO, 970 407 3900 P. 23 EXHIBIT C COVFNANT NOT TO IRRIGATE (Dry-Up Covenant) Notice is hereby given that D & S Mining, Inc., Freda Dreiling, Myrna Slabaszewski and their predecessors in interest have continuously and historically irrigated certain lands underlying the Brighton Ditch. These lands include the following parcel of approximately 168 acres: 6th P.M.the SEA of Sec. 1 of 2, T1 R66 West of the 6th P.M., and both in Weld County, Colorado. D &S Mining,Inc. contemplates conveying the above-described real property to the City of Thornton and, as part of that transaction, is not conveying the appurtenant water rights such as the interests in the Brighton Ditch Company shares which historically irrigated said property. D & S Mining, Inc., Freda Dreiling and Myma Slabaszewski contemplate the separate sale and transfer of their interests in the Brighton Ditch Company, and the purpose of this Covenant is to be able to give assurances that this historic acreage will never again be irrigated by watersfrom proceeding Brto Water n Ditch onee Cou the'water is transferred to a new use by an appropriate However, nothing herein shall be construed to prevent any future owner of both the land and Brighton Ditch Company shares from reapplying said water to irrigation uses on the above described property by appropriate proceeding in Water Court. Nor shall anything herein be construed to prevent any future owner of the above described property from utilizing Brighton Ditch Company sha hres for the all anything creation and filling of any reservoir developed on the property. herein be construed as a release of D & S Mining, Inc., Freda Dreiling and Myma Slabaszewski from any obligation they may have to supply Brighton Ditch Company water to the property under the Lease Agreement dated August 15, 1996 between D & S and Richardson Contracting, Inc. and the Assignment, Amendment and Consent Agreement dated April 20, 1998 ("Mining Lease"). 5 DEC-12-2005 MON 03;58 PM LAFARGE CORP FAX NO. 970 407 3900 P. 24 • As part of this Covenant Not to Irrigate, which will run with the land, D & S Mining, Inc., Freda Drelling and Myrna Slabaszewski and their respective heirs, successors and assigns, retain the right to enter upon, locate and maintain monuments in the field that may be required by the State Engineer or the Division Engineer in order to enforce this Covenant. DONE this day of August, 2000. D &S'Mining, Inc. By: President Freda Dreiling Myrna Slabaszewski • ,DEC-12-2005 MON 03:55 P1i LAFARGE CORP FAX NO. 970 407 3900 I P. 01 • 1800 N. Taft Hill Road P.O. Box 2187 Fort Collins, CO 80521 a°`"'I . ` (970) 407 3600 Office " ille ``' '� (970) 407-3900 Fax w:l,:K��y5t -. To: Fax: From: Cr..- .ea an.42..._ Date: Pages: including this page Re: I Q URGENT O For Review O Please Comment O Please Reply ID Please Comment it • • • • c • • NOTES: r-01 or% — 'c rl—t a • • • • • • • 4 40 • • • • :1 LAW OFFICES OF FOWLER, SCHIMBERG & FLANAGAN DANIEL M.FOWLER' PROFrSSIONAL CORPORATION AFFILIATED OFFICE: TIMOTHY P.SCHIMBERG SUITE 300 TIMOTHY J.FLANAGANt PAUL J.AIN, UTENE.P.C. CATHERINE A.TALLERICO 1640 GRANT STREET 323 WEST MAIN,SUITE 30! KATHERINE TAYLOR EUBANK DENVER.COLORADO 80203 ASPEN,COLORADO 81611 BRIAN E.WIDMANN TELEPHONE:(303)2986603 TELEPHONE:L970)9259190 STEPHEN C. HARNESS TELEFAX:(303)2986]48 TELEFAX:(9]0)9259199 STEVEN W.FOX INTERNET:lawfirmefsf-law.com JAMES E.YOUNG 'ALSO ADMIT=Iwla aw tA& OO TYsn IN WYOMING AND 14ONTAas November 13, 2000 John Hickman Whitey Glasser Land & Resource Manager Production Manager LaFarge -Denver Metro Aggregate Division LaFarge- Denver Metro Aggregate Division 1400 West 64i° Avenue 1400 West 64th Avenue Denver, CO 80221 Denver, CO 80221 Duane W. Bollig Land Manager LaFarge -Denver Metro Aggregate Division 1400 West 64th Avenue Denver, CO 80221 Re: Western Mobile's Fort Lupton Pit Gentlemen: As I indicated in my correspondence of June 7, 2000, my client, D & S Mining, Inc., has settled the condemnation case brought by the City of Thornton against the 168-acre parcel which is the Southeast Quarter of Section 12. As you are aware,this condemnation was subject to Western Mobile's Mining Lease which covers that parcel as well as an additional 40 acres in the Northeast Quarter of the Northwest Quarter of the same section. We settled the condemnation by agreeing to convey this parcel subject to that Mining Lease. However, Thornton does wish to obtain a partial assignment of that lease on that property (except for rental payments and the water obligation). We have scheduled a closing for November 28th and enclosed is the form of Special Warranty Deed which we have agreed to provide to Thornton. Diefriali ,3. f{� NovN ? , John Hickman Duane W. Bollig Whitey Glasser November 13, 2000 Page 2 We also agreed to a partial assignment, but have not yet agreed as to the format. I enclose my copy of a draft "Partial Assignment and Consent." From my review of the Mining Lease and the amendment, I did not think it necessary for Western Mobile to be a party to this partial assignment, but if you view that differently, please let me know. In order to expedite matters, I am taking the liberty of sending a copy of this letter along with the enclosures to your attorney. Thank you for your attention to this matter. Very truly yours, Timothy J. Flanagan TJF/cr Enclosures cc: Freda Dreiling (w/encls.) Myrna Slabaszewski (w/encls.) James M. King, Esq. (w/encls.) EXHIBIT B SPECIAL WARRANTY DEED THIS DEED, made this day of , 2000, between D & S MINING, INC., of the County of Weld, State of Colorado, grantor and the CITY OF THORNTON, a Colorado municipal corporation, of the County of Adams, State of Colorado whose address is 9500 Civic Center Drive, Thornton, CO 80229, grantee: WITNESSETH, That the grantor, for and in consideration of the sum of Dollars, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents, does grant, bargain, sell, convey and confirm, unto the grantee, and its successors and assigns, forever, all the real property, together with improvements, if any, situate, lying and being in the County of Weld, State of Colorado, described as follows: The West 1/2 of the Southwest 1/4 of Section 7, Township 1 North, Range 66 West, 6th Principal Meridian, and The East 1/2 of the Southeast 1/4 of Section 12, Township 1 North, Range 67 West, 6th Principal Meridian SUBJECT TO: a. Oil and Gas Lease recorded December 1, 1956 in Book 1376 at Page 250, between Lena Ackerson and The California Company. b. Oil and Gas Lease recorded April 22, 1970 in Book 624 at Reception No. 1545940, between Doris Ackerson and T. S. Pace. c. Right-of-way as granted to The Denver Laramie and Northwestern Railway Company as set forth in instrument recorded February 13, 1909 in Book 289 at Page 539. d. Right-of-way set forth in instrument recorded December 28, 1920 in Book 628 at Page 254. 1 e. Right-of-way as granted to Colorado Central Power Company set forth in instrument recorded January 22, 1948 in Book 1229 at Page 448. f. Right-of-way as granted to the United States of America set forth in instrument recorded October 10, 1958 in Book 1431 at Page 574. g. Right-of-way as granted to Amoco Production Co. as set forth in instrument recorded January 11, 1973 in Book 683 at Reception No. 1605178. h. Rights-of-way as granted to Colorado Interstate Gas Corp. as set forth in instruments recorded November 19, 1973 in Book 703 at Reception No. 1625016, and November 17, 1975 in Book 753 at Reception No. 1674723. i. Right-of-way as granted to Panhandle Eastern Pipeline Co. as set forth in instrument recorded December 2, 1975 in Book 754 at Reception No. 1675875. j. Right-of-way as granted to Mountain States Telephone and Telegraph Co. as set forth in instrument recorded June 7, 1985 in Book 1072 at Reception No. 2012673. k. Right-of-way as granted to KN Front Range Gathering Co. as set forth in instrument recorded August 13, 1993 in Book 1397 at Reception No. 2346144. Right of way for county roads 30 feet wide on either side of section and township lines, as established by the Board of County Commissioners, Weld County, recorded October 14, 1889, in Book 86, Page 273. m. Taxes and assessments for the current year, payable January 1, 2001. 2 EXCEPTING AND RESERVING THEREFROM: a. Water and water rights evidenced by shares in the Brighton Ditch owned by D & S Mining, Inc. which may be appurtenant to the Property; b. The right to receive, and the obligation to return or refund, rentals and royalty payments under the existing Lease Agreement dated August 15, 1996 between D & S and Richardson Contracting, Inc. and the Assignment, Amendment and Consent Agreement dated April 20, 1998 ("Mining Lease") for the period to and including the earlier of August 15, 2018, or the time at which the mining operations cease. c. Any and all mineral interests (excluding sand and gravel) currently owned by D & S Mining, Inc. d. Any deep bedrock (Senate Bill 5) groundwater. Excluding therefrom any right the owner of said groundwater may have to enter upon the Property to extract said groundwater. also known by street and number as: vacant land; TOGETHER with all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues, and profits thereof; and all the estate, title, interest, claim and demand whatsoever of the grantor either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances; TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the grantee its successors and assigns forever. The grantor for itself and successors does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the grantee, its successors and assigns, against all and every person or persons claiming the whole or any part thereof, by through or under the grantor. • • IN WITNESS WHEREOF, the grantor has executed this deed on the date set forth above. D & S MINING, INC. By: President STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2000 by Freda Dreiling, President of D & S Mining, Inc. Witness my hand and official seal. My commission expires: Notary Public Address: 4 PARTIAL ASSIGNMENT AND CONSENT AGREEMENT This Partial Assignment and Consent Agreement is made and entered into this jub day of November,2000 by and among D&S Mining,Inc.,a Colorado corporation,whose address is 4025 Weld County Road 23,Fort Lupton,Colorado 80621 ("D&S")and the City of Thornton,a Colorado municipal corporation,whose address is 9500 Civic Center Drive,Thornton,Colorado 80229("Thornton"). RECITALS A. WHEREAS,D&S entered into that certain Leace Agreement dated August 15, 1996 with Richardson Contracting,Inc. for the right to mine gravel on approximately 200 acres in Weld Comity, Colorado("Mining Leace"): B. WHEREAS,that Mining Lease,among other things,was assigned on April 20, 1998 to Mobile PreMix Concrete,Inc.for the right to mine the subject property. C. WHEREAS,on or about April 20, I998 the City of Thornton initiated a condemnation proceeding in Weld County District Court(Case No.98-CV-449)which sought to acquire the approximate 168-acre parcel in the Southeast Quarter of Section 12,Township I North,Range 67 West as a water storage facility after the gravel mining had been completed and subject to the Mining Lease of August 15, 1996. D. WHEREAS,D& S and Thornton entered into a settlement of that litigation which included a Purchase Agreement of August 28,2000. That Purchase Agreement was closed on November 28,2000 and D&S conveyed the approximate 168-acre parcel to Thornton. E. WHEREAS,as part of the settlement,the said litigation and in accordance with the Purchase Agreement,Thornton is to take title to the approximate 168-acre parcel,among other things, subject to the Mining I Pace as amended and assigned to Mobile PreMix Concrete, Inc. F. WHEREAS,D& S is entitled to receive all rentals and royalty payments (including the obligation to return or refund any such rentals or royalty payments),but Thornton desires to assume all other rights or obligations of the Mining Lease for the 168 acres it has acquired. G. WHEREAS,this partial assignment does not relate to or affect the approximate 40-acre parcel in the Northeast Quarter of the Northwest Quarter of Section 12,Township 1 North, Range 67 West where an existing sand and gravel pit is located. Partial Assignment and Consent Agreement D& S Mining,Inc/City of Thornton Page 2 AGREEMENT NOW THEREFORE,in consideration of the covenants and agreements contained herein and referenced above and other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged,the parties hereto agree as follows: 1. D&S hereby makes a partial assignment to Thornton of all of its right,title and interest in the Lease Agreement of August 15, 1996 as amended on April 20, 1998,subject to the following reservations: a. This partial assignment relates only to the approximate 168 acres in the Southeast Quarter of Section 12 and does not relate to the approximate 40-acre parcel in the Northeast Quarter of the Northwest Quarter of the same Section 12. b. D&S will continue to receive all rentals and royalty payments under that I rase Agreement and will continue to have the obligation to return or refund any of said rentals or royalty payments in accordance with that agreement. c. D&S shall continue to have the obligation to provide the use of the.45 share of the Brighton Ditch Company water for the term of the Mining Ince. 2. Thornton accepts this partial assignment on the terms and conditions set forth above. Thornton acknowledges that the extent or manner of sand and gravel mining operations is to be determined by Tenant,subject to the terms and condition of the I eases. Partial Assignment and Consent Agreement D&S Mining,Inc./City of Thornton Page 3 D& S MINING,n/ INC. BY: Zil '22 P.c. Dated: I/- -oO Freda Dreiling,Presid/ aS STATE OF COLORADO ) )ss. COUNTY O „n,t,„ ) SUBSCRIBED AND SWORN to before me by Freda Dreiling this g-13---day of November, 2000. Witness my hand and official seal. My commission_t zpires: 1'31.O a =. 1 [SEAL] -'S i<< Notary Publi CITY OF THORNIoNf;,r By: Dated: 1 t15 1` _000 a ge, wager ATTEST:N Yanj /� pp L a 7Leer.�aP VVm�ity Clerk APPROVED AS TO FORM: ,f��,d Margaret the Thornton City Attorney SPECIAL WARRANTY DEED THIS DEED, made this.,1 S?+ ►-day of November,2000, between D&S MINING, INC., of the County of Weld, State of Colorado,grantor and the CITY OF THORNTON,a Colorado municipal corporation, of the County of Adams,State of Colorado whose address is 9500 Civic Center Drive,Thornton,CO 80229, grantee: WITNESSETH,That the grantor, for and in consideration of the the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents,does grant,bargain,sell, convey and confirm, unto the grantee, and its successors and assigns, forever, all the real property,together with improvements,if any, situate, lying and being in the County of Weld, State of Colorado,described as follows: The West Y2 of the Southwest Y. of Section 7,Township 1 North, Range 66 West, 6th Principal Meridian, and The East Y2 of the Southeast 1 of Section 12,Township 1 North, Range 67 West,6h Principal Meridian SUBJECT TO: a. Oil and Gas Lease recorded December 1, 1956 in Book 1376 at Page 250, between Lena Ackerson and The California Company. b. Oil and Gas Lease recorded April 22, 1970 in Book 624 at Reception No. 1545940, between Doris Ackerson and T. S. Pace c. Right-of-way as granted to The Denver Laramie and Northwestern Railway Company as set forth in instrument recorded February 13, 1909 in Book 289 at Page 539. d. Right-of-way set forth in instrument recorded December 28, 1920 in Book 628 at Page 254. e. Right-of-way as granted to Colorado Central Power Company set forth in instrument recorded January 22, 1948 in Book 1229 at Page 448. f. Right-of-way as granted to the United States of America set forth in instrument recorded October 10, 1958 in Book 1431 at Page 574. g. Right-of-way as granted to Amoco Production Co. as set forth in instrument recorded January 11, 1973 in Book 683 at Reception No. 1605178. Page 1 of 3 h. Rights-of-way as granted to Colorado Interstate Gas Corp.as set forth in instruments recorded November 19, 1973 in Book 703 at Reception No. 1625016,and November 17, 1975 in Book 753 at Reception No. 1674723. i. Right-of-way as granted to Panhandle Eastern Pipeline Co.as set forth in instrument recorded December 2, 1975 in Book 754 at Reception No. 1675875. j. Right-of-way as granted to Mountain States Telephone and Telegraph Co. as set forth in instrument recorded June 7, 1985 in Book 1072 at Reception No. 2012673. k. Right-of-way as granted to MN Front Range Gathering Co. as set forth in instrument recorded August 13, 1993 in Book 1397 at Reception No. 2346144. I. Right of way for county roads 30 feet wide on either side of section and township lines,as established by the Board of County Commissioners, Weld County, recorded October 14, 1889,in Book 86, Page 273. m. Taxes and assessments for the current year,payable January 1, 2001. IDC(.LP_I_ING AND RESERVING THEREFROM: a. Water and water rights evidenced by shams in the Brighton Ditch owned by D&S Mining,Inc. which may be appurtenant to the Property; b. The right to receive, and the obligation to return or refund, rentals and royalty payments under the existing Lease Agreement dated August 15, 1996 between D&S and Richardson Contracting, Inc and the Assignment,Amendment and Consent Agreement dated April 20, 1998 ("Mining Lease")until 12:00 midnight on August 15, 2018. c. Any and all mineral Interests(exduding sand and gravel)currently owned by D&5 Mining,Inc d. Any deep bedrock(Senate Bill 5)groundwater. Exduding therefrom any right the owner of said groundwater may have to enter upon the Property to extract said groundwater. also known by street and number as: vacant land; Page 2 of 3 TOGETHER with all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining,and the reversion and reversions, remainder and remainders, rents,issues,and profits thereof; and all the estate,title,interest,daim and demand whatsoever of the grantor either In law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances; TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the grantee its successors and assigns forever. The grantor for itself and successors does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the grantee,its successors and assigns,against all and every person or persons daiming the whole or any part thereof, by through or under the grantor. IN WITNFSS WHEREOF,the grantor has executed this deed on the date set forth above. D&S??MINING,INC. /�^/' By: TA a l L i 49,-fz f.//�* President STATE OF COLORADO ) ) ss. COUNTY OF C - The foregoing instrument was adoiowledged before me this-% day of , 2000 by Freda Dreiling, President of D&S Mining,Inc W my hand and official seal. My commission expires: &trc a p ur. Notary Public/ Address: I. Page 3 of 3 PL0261 4 Oversized Maps Located in Back of Original File Not Scanned Hello