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Home My WebLink About20042476 REUTZEL & ASSOCIATES, LLC ATTORNEYS AT LAW 9145 EAST KENYON AVENUE,SUITE 301 Land Use/Zoning DENVER,COLORADO 80237 Real Estate Telephone(303)694-1982 Annexations Fax(303)694-3831 Community Associations www.reutzelandassoc.com Oil and Gas Local Government JEAN M.GOLD Corporate jean@reutzelandassoc.com MEMORANDUM FROM THE DESK OF JEAN M. GOLD DATE: July 29, 2004 TO: Harvey E. Deutsch SUBJECT: Resource Colorado Metropolitan ("District")—Board Member Qualification Attached are copies of the following documents: 1. Contract for Deed (RCMD); 2. Memorandum of Contract (RCMD—HED); 3. Memorandum of Contract (RCMD—JHF); 4. Memorandum of Contract (RCMD—TLS); 5. Memorandum of Contract (RCMD —JER); and 6. Memorandum of Contract (RCMD— SHD); In order for an individual to be qualified as a Director for the District, that individual must own, or have under contract to own, property within the District. The above documents reflect that Harvey E. Deutsch, Joel H. Farkas, Toni L. Serra, Jack E. Reutzel and Steven H. Deutsch have a contract to purchase property located within the District; therefore they are qualified members for the Board of Directors for the District. EXHIBIT 2004-2476 Contract for Deed (RCMD) This Contract for Deed (Riverdale Peaks) (this "Contract") is made and entered into as of the 19th day of July, 2004, by PV Water Holdings LLC, a Colorado limited liability company, as seller("Seller"), and Harvey E. Deutsch, individually; Joel H. Farkas, individually; Toni L. Serra, individually; Jack E. Reutzel, individually; and Steven H. Deutsch, individually; as buyers (collectively, "Buyer"). It is the intent of the parties to this Contract that in the event of death of any individual designated in this Contract as Buyer, the surviving individuals constituting Buyer shall succeed by operation of law to the interest of the deceased and any and all obligations in this Contract with respect to Buyer shall be joint and several. 1. Purchase and Sale. Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and accept from Seller,an interest in certain real estate in the County of Weld, Colorado, as more particularly described on Exhibit A attached to this Contract (the "Property"), provided, however, that Buyer shall not have, and does forever waive, the right and power to obtain a partition of the Property. 2. Right of First Refusal and Option to Purchase Property. The conveyance of the Property shall reserve in Seller a right of first refusal and option to purchase the Property at the same price paid by Buyer. The right of first refusal shall be exercised or waived by Seller within fifteen (15)business days of any Buyer's notice of intent to sell any part or all of the Property. Buyer agrees that any such notice shall be submitted to Seller prior to the point at which a contract to purchase may be executed. Further, upon conveyance of the Property, Seller shall have the exclusive option to purchase any part or all of the Property from Buyer at any point in time for the price paid by Buyer. The option shall be exercised by Seller providing written notice of its intention to exercise the option to purchase to Buyer, with the completion of the purchase to take place within thirty (30) days after the date of such notice. 3. Purchase Price and Terms. The purchase price for the Property shall be for a one hundred percent (100%) interest per acre comprising the Property, as determined by a certified survey to be provided by Seller prior to closing,payable in the amount of One Hundred Dollars ($100) in U.S. funds immediately upon execution of this Contract (receipt of which is acknowledged by Seller's signature of this Contract), and the balance of Twenty Thousand Dollars ($20,000)per acre by a non-recourse promissory note from Buyer to Seller, in a form acceptable to Seller, with interest to accrue at the announced prime rate of Guaranty Bank and Trust Company or its successor at the date of closing, secured by a deed of trust in a form acceptable to Seller encumbering the Property, with a due on sale clause, for the balance due under this Contract upon the completion of this Contract. 4. Closing Period. The Closing Period shall commence on a date twelve (12) months after the date of execution of this Contract and shall terminate thirty-six (36) months after the date of execution of this Contract. During the Closing Period, Seller may, by written notice to Buyer, require Buyer to deliver to Seller the remaining balance of the purchase price within five (5)business days of such notice. In the event that completion of this Contract is required, on or prior to the last day of the Closing Period, Seller shall cause a Special Warranty Deed to be executed and delivered to Buyer upon payment of the remaining balance of the purchase price. Buyer acknowledges that it shall have the sole obligation to inspect the Property and shall accept the Property "AS IS" with all faults. Other than the representation that it has full and sufficient authority to convey the Property, Buyer makes no representations as to encumbrances or other liens which may be on the Property. Any obligation of Seller and Buyer to consummate the transactions contemplated pursuant to this Agreement is expressly subject to, on or prior to closing, Buyer obtaining approval to subdivide the Property, pursuant to Colorado Revised Statues, Title 30, Article 28, and any applicable local regulations (collectively, the "Regulations") or obtaining exemption from the Regulations. 5. Extension of Closing Period. The Closing Period may be extended for up to five (5) consecutive one (1) year periods at the discretion of Seller. 6. Cost of Appraisal. The cost of an appraisal, if any, to substantiate the purchase price, shall be the sole responsibility of Seller. 7. Payment of Taxes before Closing; Closing Adjustments and Prorations. (a) As additional consideration for Seller's agreement to sell the Property to Buyer in accordance with this Contract, from the date of this Contract until the closing, Buyer shall be responsible for the payment of the general real estate taxes and assessments (the "Real Estate Taxes")that become due and payable for the Property,provided, however, that each party constituting Buyer shall be liable for and shall pay only that portion of the Real Estate Taxes equal to such party's undivided percentage interest described in the first Paragraph of this Contract, multiplied by the total amount of Real Estate Taxes. Taxes for any partial calendar year shall be prorated based upon the actual number of days during such calendar year that this Contract is in effect. Buyer shall pay to Seller, in cash, the Real Estate Taxes payable for any given calendar year not later than April 15 of the following calendar year. Seller shall pay the Real Estate Taxes to the County Assessor's office prior to the date that the same become delinquent. (b) At the closing, Seller shall pay the closing costs and all other items required to be paid at closing. The fee for recording the deed and the documentary stamp fee shall be the responsibility of Seller. Any other closing costs shall be apportioned between the parties in accordance with the normal and customary practice of commercial real estate transactions in the surrounding local area. 8. Transfer of Title. Subject to tender of payment during the Closing Period as required in this Contract and compliance by Buyer with the other terms and provisions of this Contract, Seller shall execute and deliver a good and sufficient Special Warranty Deed to Buyer, subject to Real Estate Taxes due at the time of closing. Upon closing and at the request of Seller, 2 Buyer shall deliver a Bargain and Sale Deed to the Property into an escrow which shall be governed by an escrow agreement in a form satisfactory to Seller. 9. Development and Encumbrances. During the term of this Contract, Buyer agrees that it shall not mortgage, pledge, convey or in any way encumber the Property or any part of the Property or any interest in the Property, or do any act which could otherwise adversely affect the record title to the Property. The parties acknowledge that the Property is encompassed within a larger parcel which Seller intends to develop (the "Project"), and that economic and practical considerations require a contemporaneous and unified development. Seller, in its sole discretion, may therefore proceed with its development plans, including without limitation, annexation, subdivision, rezoning, tax increment financing and inclusion in urban renewal areas, and may include the Property in any petitions,maps, plans, covenants or applications process with any governmental authorities or otherwise necessary or convenient to the development of the Property. Seller may further encumber the Property as may be requested or required by governmental or quasi-governmental authorities in connection with such development. Seller may also further encumber the Property as may be deemed necessary or convenient, in Seller's sole discretion. Buyer agrees to cooperate fully with Seller, at no expense to Buyer, in connection with such activities and to join with Seller, as reasonably requested by Seller, in any or all petitions, applications, requests or filings which may be prudent or necessary in connection with the development of the Project. Buyer irrevocably appoints Seller as its attorney-in-fact to act on behalf of Buyer in connection with any and all such applications, requests or filings and agrees to execute a form of said appointment at the request of Seller, in a form satisfactory to Seller. 10. Indemnification. In consideration of the rights granted to and reserved by Seller in Paragraph 11 below, Seller agrees to indemnify and hold Buyer harmless from and against any and all liability to third parties, known or unknown, foreseen or unforeseen, which may arise during the term of this Contract in connection with the Property or which may arise at any time in connection with Seller's activities on or in connection with the Property; except that any such indemnification shall not extend to any liability directly or proximatley caused by the acts or negligence of Buyer and Buyer shall indemnify Seller with respect to Buyer's activities. 11. SPECIAL TAXING DISTRICTS. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICTS SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES. 3 12. Contract Assignment. This Contract may not be assigned in whole or in part without the prior written consent of Seller, which consent may be given or withheld in Seller's sole discretion for any reason whatsoever. Any assignment or attempted assignment in violation of this provision shall be null and void. Notwithstanding the foregoing, this Contract shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties. 13. Termination. This Contract maybe terminated by any party for any reason prior to the end of the Closing Period, by delivery to the non-terminating parties of a written notice of termination. In the event of such termination by any party, Seller shall refund to Buyer any and all of the purchase price paid under this Contract. There shall be no recourse by Seller to Buyer in the event of Buyer's termination of this Contract. Seller's sole remedy for Buyer's termination of this Contract shall be Seller's right to require delivery of a Bargain and Sale Deed from Buyer to Seller and/or a Termination of Memorandum of Contract and Option, in form satisfactory to Seller, to Seller upon written demand. Buyer's sole remedy for Seller's termination of this Contract shall be Buyer's right to require the return of any and all of the purchase price paid under this Contract. There shall be no right in Seller or Buyer to liquidated damages, specific performance or any other legal or equitable remedy. 14. Notice. Any notice to Buyer or Seller shall be effective when received and shall be mailed or delivered to the addresses as set forth below. Any change in address by any of the parties to this Contract shall be effective upon notice to the other parties in compliance with this Paragraph 14. Seller: PV Water Holdings LLC Attention: Joel H. Farkas 9145 East Kenyon Avenue, Suite 200 Denver, CO 80237 Phone: (303) 843-9742 Fax: (303) 740-8657 with a copy to: Reutzel & Associates, LLC Attention: Jean M. Gold 9145 East Kenyon Avenue, Suite 301 Denver, CO 80237 Phone: (303) 694-1982 Fax: (303) 694-3831 Buyer: do Harvey E. Deutsch 9145 East Kenyon Avenue, Suite 200 Denver, CO 80237 Phone: (303) 843-9742 Fax: (303) 740-8657 4 with a copy to: McGeady Sisneros, P. C. Attention: Maryann M. McGeady 1675 Broadway, Suite 2100 Denver, CO 80202 Phone: (303) 592-4380 Fax: (303) 592-4385. 15. Modification of this Contract. No subsequent modification of any of the terms of this Contract shall be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. 16. Entire Contract. This Contract constitutes the entire agreement between the parties relating to the Property and any prior agreements pertaining to the Property, whether oral or written, have been merged and integrated into this Contract. Executed as of the date set forth above. PV Water Holdings LLC, a Colorado limited liability company By: . as arvey E. Deutsch, individually Joel H. F kas, individually . n ,N1 : i„,,,(. T i L. Serra, indi dually Jac E. Reu 'el, individually Steven H. Deutsch, indiviiu— as y 5 Exhibit A to Contract for Deed (RCMD) (Legal Description) PARCEL L-2 LOT C, RECORDED EXEMPTION NO. 1477-34-2-RE2066, RECORDED OCTOBER 21, 1997 IN BOOK 1633 AS RECEPTION NO. 2574979, BEING A PART OF THE NORTHWEST ONE-QUARTER OF SECTION 34, TOWNSHIP 1 NORTH, RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF WELD, STATE OF COLORADO; AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BASIS OF BEARINGS: THE WEST LINE OF THE NORTHWEST ONE-QUARTER OF SECTION 34, TOWNSHIP 1 NORTH, RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN BEING ASSUMED TO BEAR N00°38'43"W A DISTANCE OF 2658.19 FEET. MONUMENTED BY A 2-1/2" ALUMINUM CAP STAMPED "INTERMILL LS 12374" AT THE NORTHWEST CORNER AND AT THE WEST ONE-QUARTER CORNER. COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 34; THENCE ALONG THE NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34, N89°02'49"E A DISTANCE OF 264.98 FEET; THENCE S00°57'11"E A DISTANCE OF 30.00 FEET, TO THE SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4 AND THE INTERSECTION OF THE EASTERLY LINE OF LOT A, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066, RECORDED OCTOBER 21, 1997 IN BOOK 1633 AS RECEPTION NO. 2574979 BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FEET SOUTH AND PARALLEL WITH SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34, N89°02'49"E A DISTANCE OF 715.90 FEET, TO THE WESTERLY LINE OF LOT B, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066; THENCE ALONG THE WESTERLY, SOUTHERLY AND EASTERLY LINES OF SAID LOT B THE FOLLOWING THREE (3) COURSES: 1. S00°57'11"E A DISTANCE OF 70.00 FEET; 6 2. N89°02'49"E A DISTANCE OF 435.60 FEET; 3. N00°57'11"W A DISTANCE OF 70.00 FEET, TO SAID SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FEET SOUTH AND PARALLEL WITH SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34, N89°02'49"E A DISTANCE OF 1223.08 FEET, TO THE EAST LINE OF SAID NORTHWEST ONE-QUARTER OF SECTION 34; THENCE ALONG SAID EAST LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34, S00°31'53"E A DISTANCE OF 2627.34 FEET, TO THE CENTER ONE- QUARTER CORNER OF SAID SECTION 34; THENCE ALONG THE SOUTH LINE OF SAID NORTHWEST ONE-QUARTER OF SECTION 34, S89°01'41"W A DISTANCE OF 2604.50 FEET, TO THE EASTERLY RIGHT- OF-WAY LINE OF WELD COUNTY ROAD 67; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 67 WHICH IS 30.00 FEET EAST AND PARALLEL WITH THE WEST LINE OF SAID NORTHWEST ONE-QUARTER OF SAID SECTION 34, N00°38'43"W A DISTANCE OF 2196.80 FEET, TO THE SOUTHERLY LINE OF SAID LOT A, RECORDED EXEMPTION NO. 1477-34-2-RE2066; THENCE ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID LOT A, RECORDED EXEMPTION NO. 1477-34-2-RE2066, THE FOLLOWING TWO (2) COURSES: 1. N89°41'37"E A DISTANCE OF 230.63 FEET; 2. N00°03'02"W A DISTANCE OF 434.03 FEET TO THE POINT OF BEGINNING. NAME AND ADDRESS OF THE PERSON CREATING NEWLY CREATED LEGAL DESCRIPTION (§38-35-106.5, C.R.S.) J. R. ENGINEERING 6020 GREENWOOD PLAZA BLVD. ENGLEWOOD, CO 80111 303-740-9393 7 Memorandum of Contract and Option (RCMD—:ICED) This Memorandum of Contract and Option (RCMD —HED) (this "Memorandum") is made by and between PV Water Holdings LLC, a Colorado limited liability company, as seller ("Seller"), and Harvey E. Deutsch, an individual ("Buyer"), whose address is 9145 East Kenyon Avenue, Suite 200, Denver, CO 80237. A. By Contract for Deed dated April 5, 2004 (the "Contract for Deed"), inter elle, Seller has agreed to sell and convey, and Buyer to purchase and accept, an interest in and to that certain real property located in Weld County, Colorado (the "Property"), as more particularly described on Exhibit A to this Memorandum and as more particularly set forth in the Contract. B. Seller and Buyer desire to provide record evidence of Buyers interest in the Property and to place of record certain terms and conditions of the Contract. • Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,in consideration of the recitals written above and the covenants and agreements in this Memorandum, the parties to this Memorandum agree as follows: 1. Option and Ri biof First Refusal. Upon conveyance of the Property or any substitute for the Property, Seller shall have the right of first refusal and exclusive option to purchase any part or all of the Property from Buyer at any point in time in accordance with the terms of the Contract for Deed. • 2. Notice. All questions concerning this Memorandum to be given to Seller or Buyer must be in writing and delivered to the parties at the following addresses: Seller: PV Water Holdings LLC Attention: Joel H. Farkas 9145 East Kenyon Avenue, Suite 200 Denver, CO 80237 Phone: (303) 843-9742 Fax: (303) 740-8657 with a copy to: Reutzel & Associates, LLC Attention: Jean M. Gold 9145 East Kenyon Avenue, Suite 301 Denver, CO 80237 Phone: (303) 694-1982 Fax: (303) 694-3831 Buyer: Harvey E. Deutsch 9145 East Kenyon Avenue, Suite 200 Denver, CO 80237 Phone: (303) 843-9742 Fax: (303) 740-8657 with a copy to: MeGeady Sisneros,P. C. Attention: Maryann M. McGeady 1675 Broadway, Suite 2100 Denver, CO 80202 Phone: (303) 592-4380 Fax: (303) 592-4385. 3. Originals. Each of the parties to this Memorandum has an original signed counterpart of the Contract, which is available for further inquiry. In Witness Whereof, Buyer and Seller have executed this Memorandum effective as of the 19th day of July, 2004. PV Water Holdings LLC, a Colorado 1' iced liability company By: Jo arkas, Ha a ants , individually 2 STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this ''day of July, 2004,by Joel H. Farkas, Manager of PV Water Holdings LLC, a Colorado limited liability company, on its behalf. Witness my hand and official seal. �, UN Commission Expires w' "line 15,2007 f-4tfann. T•p% s-, mission expires: �•tSEAL) •; i• p C. • O S Notary Bublic ti STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this ! ay of July,2004,by Harvey E. Deutsch, an individual. ,'tness my hand and official seal. ile ttebMy C erA��;,,-tmission expires: MyC,ua �^p • (SEAL) ? • erns est%••I;9..1�>�•�•• 10— Notary P Iblic 3 Exhibit A to Memorandum of Contract and Option (RCMD—RED) (Legal Description) PARCEL L-2 LOT C, RECORDED EXEMPTION NO. 1477-34-2-RE2066, RECORDED OCTOBER 21, 1997 IN 13OOK 1633 AS RECEPTION NO. 2574979, BEING A PART OF THE NORTHWEST ONE-QUARTER OF SECTION 34, TOWNSHIP 1 NORTH, RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF WELD, STATE OF COLORADO;AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BASIS OF BEARINGS: THE WEST LINE OF THE NORTHWEST ONE-QUARTER OF SECTION 34, TOWNSHIP 1 NORTH,RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN BEING ASSUMED TO BEAR N00°38'43"W A DISTANCE OF 2658.19 FEET. MONUMENTED BY A 2-1/2"ALUMINUM CAP STAMPED "INTERMILL LS 12374" AT THE NORTHWEST CORNER AND AT THE WEST ONE-QUARTER CORNER. COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 34; THENCE ALONG THE NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 265.44 FEET; THENCE S00°03'13"E A DISTANCE OF 30.00 FEET, TO THE SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4 AND THE INTERSECTION OF THE EASTERLY LINE OF LOT A, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066, RECORDED OCTOBER 21, 1997 IN BOOK 1633 AS RECEPTION NO. 2574979 BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FEET SOUTH AND PARALLEL WITH SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER.OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 715.92 FEET, TO THE WESTERLY LINE OF LOT 13, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066; THENCE ALONG THE WESTERLY, SOUTHERLY AND EASTERLY LINES OF SAID LOT B THE FOLLOWING THREE(3) COURSES: 1. 500°57'11"E A DISTANCE OF 70.00 FEET; 2. N89°02'49"E A DISTANCE OF 435.60 FEET; 4 3. N00°57'11"W A DISTANCE OF 70.00 FEET, TO SAID SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FEET SOUTH AND PARALLEL WITH SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34, N89°02'49"E A DISTANCE OF 1223.21 FEET, TO THE EAST LINE OF SAID NORTHWEST ONE-QUARTER OF SECTION 34; THENCE ALONG SAID EAST LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34, S00°47'11"E A DISTANCE OF 2630.74 FEET, TO THE CENTER ONE- QUARTER CORNER OF SAID SECTION 34; THENCE ALONG THE SOUTH LINE OF SAID NORTHWEST ONE-QUARTER OF SECTION 34, S89°06'10"W A DISTANCE OF 2616.31 FEET,TO THE EASTERLY RIGHT- OF-WAY LINE OF WELD COUNTY ROAD 67; • THENCE ALONG SAID EASTERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 67 WHICH IS 30.00 FEET EAST AND PARALLEL WITH THE WEST LINE OF SAID NORTHWEST ONE-QUARTER OF SAID SECTION 34,N00°38'43"W A DISTANCE OF 2196.76 FEET, TO THE SOUTHERLY LINE OF SAID LOT A, RECORDED EXEMPTION NO. 1477-34-2-RE2066; THENCE ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID LOT A, RECORDED EXEMPTION NO. 1477-34-2-RE2066, THE FOLLOWING TWO (2) COURSES: 1. N89°38'58"E A DISTANCE OF 230.64 FEET; 2. N00°03'13"W A DISTANCE OF 433.92 FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF 6,739,733 SQUARE FEET OR 154.723 ACRES. NAME AND ADDRESS OF PERSON CREATING NEWLY CREATED LEGAL DESCRIPTION(§38-35-106.5, C.R.S.) J.R ENGINEERING 6020 GREENWOOD PLAZA ENGLEWOOD, CO 80111 (303) 740-9393 5 L Memorandum of Contract and Option (RCMD—MYF) This Memorandum of Contract and Option(RCMD—JHF) (this "Memorandum") is made by and between PV Water Holdings LLC, a Colorado limited liability company, as seller ("Seller"), and Joel Id. Farkas, an individual ("Buyer"), whose address is 9145 East Kenyon Avenue, Suite 200, Denver, CO 80237. A. By Contract for Deed dated July 19, 2004 (the "Contract for Deed"), inter alia, Seller has agreed to sell and convey, and Buyer to purchase and accept, an interest in and to that certain real property located in Weld County, Colorado (the "Property"), as more particularly described on Exhibit A to this Memorandum and as more particularly set forth in the Contract. B. Seller and Buyer desire to provide record evidence of Buyer's interest in the Property and to place of record certain terms and conditions of the Contract. Now, therefore, for good and valuable consideration, the receipt and sufficiency of which arc hereby acknowledged, in consideration of the recitals written above and the covenants and agreements in this Memorandum, the parties to this Memorandum agree as follows: 1. Option anc)_Right of First Refusal. Upon conveyance of the Property or any substitute for the Property, Seller shall have the right of first refusal and exclusive option to purchase any part or all of the Property from Buyer at any point in time in accordance with the terms of the Contract for Deed. 2. Notice, All questions concerning this Memorandum to be given to Seller or Buyer must be in writing and delivered to the parties at the following addresses: Seller: PV Water Holdings LLC Attention: Joel H. Farkas 9145 East Kenyon Avenue, Suite 200 Denver, CO 80237 Phone: (303) 843-9742 Fax: (303) 740-8657 with a copy to: Reutzcl &Associates, LLC Attention: Jean M. Gold 9145 East Kenyon Avenue, Suite 301 Denver, CO 80237 Phone: (303) 694-1982 Fax: (303) 694-3831 Buyer: Joel H. Farkas 9145 East Kenyon Avenue, Suite 200 Denver, CO 80237 Phone: (303) 843-9742 Fax: (303) 740-8657 with a copy to: McGeady Sisneros, P. C. Attention: Maryann M.McGeady 1675 Broadway, Suite 2100 Denver, CO 80202 Phone: (303) 592-4380 Fax: (303)592-4385. 3. Originals. Each of the parties to this Memorandum has an original signed counterpart of the Contract, which is available for further inquiry. In Witness Whereof, Buyer and Seller have executed this Memorandum effective as of the 19th day of July, 2004. PV Water Holdings LLC, a Colorado li d liability company By: Joel H. I rkas, Manager Joel I I. Park , individually 2 STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this J'day of July, 2004, by Joel H. Farkas, Manager of PV Water Holdings LLC, a Colorado limited liability company, on its behalf Witness my hand and official seal. R. My Commission Expires �,yy.. •••o~f%1q~ mmission expires: June 15,200 • 7 '•�(SEAL)t \\ a t+j,'+ AV XO.6 Notary Pu lic� e its litoQ Oce STATE OF COLORADO ) $5. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this l°lday of July, 2004, by Joel H. Farkas, an individual. Witness my hand and official seal. y�A. My Conmisslon Expires '�,OA � ��, mission expires: June 15.2007 - •• : (SEAL) ' i a • G Notary Pu is °,, �q�•. �err. .: 3 Exhibit A to Memorandum of Contract and Option (RCMD—JHF) (Legal Description) PARCEL L-2 LOT C, RECORDED EXEMPTION NO. 1477-34-2-RE2066,RECORDED OCTOBER 21, 1997 IN BOOK 1633 AS RECEPTION NO. 2574979, BEING A PART OF THE NORTHWEST ONE-QUARTER OF SECTION 34, TOWNSHIP 1 NORTH, RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF WELD, STATE OF COLORADO; AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BASIS OF BEARINGS: THE WEST LINE OF THE NORTHWEST ONE-QUARTER OF SECTION 34, TOWNSHIP 1 NORTH,RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN BEING ASSUMED TO BEAR N00°38'43"W A DISTANCE OF 2658.19 FEET. MONUMENTED BY A 2-1/2"ALUMINUM CAP STAMPED "INTERMILL LS 12374"AT THE NORTHWEST CORNER AND AT THE WEST ONE-QUARTER CORNER. COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 34; THENCE ALONG THE NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34, N89°02'49"E A DISTANCE OF 265.44 FEET; THENCE 800°03'13"E A DISTANCE OP 30.00 FEET, TO THE SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4 AND THE INTERSECTION OF THE EASTERLY LINE OF LOT A, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066, RECORDED OCTOBER 21, 1997 IN BOOK 1633 AS RECEPTION NO. 2574979 BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FEET SOUTH AND PARALLEL WITH SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 715.92 FEET, TO THE WESTERLY LINE OF LOT B, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066; THENCE ALONG THE WESTERLY, SOUTHERLY AND EASTERLY LINES OF SAID LOT B THE FOLLOWING THREE(3) COURSES: 1. 800°57'11"E A DISTANCE OF 70.00 FEET; 2. N89°02'49"E A DISTANCE OF 435.60 FEET; 4 3. N00°57'11"W A DISTANCE OF 70.00 FEET, TO SAID SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FEET SOUTH AND PARALLEL WITH SAID NORTH LINE Or THE NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 1223.21 FEET,TO THE EAST LINE OF SAID NORTHWEST ONE QUARTER OF SECTION 34; THENCE ALONG SAID EAST LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34, S00°47'11"E A DISTANCE OF 2630.74 FEET, TO THE CENTER ONE- QUARTER CORNER OF SAID SECTION 34; THENCE ALONG THE SOUTH LINE OF SAID NORTHWEST ONE-QUARTER OF SECTION 34, 589°06'10"W A DISTANCE OF 2616.31 FEET, TO THE EASTERLY RIGHT- OF-WAY LINE OF WELD COUNTY ROAD 67; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 67 WHICH.IS 30.00 FEET EAST AND PARALLEL WITH THE WEST LINE OF SAID NORTHWEST ONE-QUARTER OF SAID SECTION 34,N00°38'43"W A DISTANCE OF 2196.76 FEET, TO THE SOUTHERLY LINE OP SAID LOT A, RECORDED EXEMPTION NO. 1477-34-2-RE2066; THENCE ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID LOT A, RECORDED EXEMPTION NO. 1477-34-2-RE2066,THE FOLLOWING TWO (2) COURSES: I. N89°38'58"E A DISTANCE OF 230.64 FEET; 2. N00°03'13"W A DISTANCE OF 433.92 FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF 6,739,733 SQUARE FEET OR 154.723 ACRES. NAME AND ADDRESS OF PERSON CREATING NEWLY CREATED LEGAL DESCRIPTION (§38-35-106.5, C.R.S.) J.R. ENGINEERING 6020 GREENWOOD PLAZA ENGLEWOOD, CO 80111 (303) 740-9393 5 Memorandum of Contract and Option (RCMD— US) This Memorandum of Contract and Option (RCMD—TLS) (this "Memorandum") is made by and between PV Water Holdings LLC, a Colorado limited liability company, as seller ("Seller"), and Toni L. Semi, an individual ("Buyer"), whose address is 9145 East Kenyon Avenue, Suite 200, Denver, CO 80237. A. By Contract for Deed dated July 19, 2004 (the"Contract for Deed"), inter alia, Seller has agreed to sell and convey, and Buyer to purchase and accept, an interest in and to that certain real property located in Weld County, Colorado (the"Property"), as more particularly described on Exhibit A to this Memorandum and as more particularly set forth in the Contract. B. Seller and Buyer desire to provide record evidence of Buyer's interest in the Property and to place of record certain terms and conditions of the Contract. Now,therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in consideration of the recitals written above and the covenants and agreements in this Memorandum, the parties to this Memorandum agree as follows: • 1. Option and Right of First Refusal. Upon conveyance of the Property or any substitute for the Property, Seller shall have the right of first refusal and exclusive option to purchase any part or all of the Property from Buyer at any point in time in accordance with the terms of the Contract for Deed. 2. Notice. All questions concerning this Memorandum to be given to Seller or Buyer must be in writing and delivered to the parties at the following addresses: Seller: PV Water Holdings LLC Attention: Joel H. Farkas 9145 East Kenyon Avenue, Suite 200 Denver, CO 80237 Phone: (303) 843-9742 Fax: (303) 740-8657 with a copy to: Reutzel &Associates, LLC Attention: Jean M. Gold 9145 East Kenyon Avenue, Suite 301 Denver, CO 80237 Phone: (303) 694-1982 Fax: (303) 694-3831 Buyer: Toni L. Serra 9145 East Kenyon Avenue, Suite 200 Denver, CO 80237 Phone: (303) 843-9742 Fax: (303) 740-8657 with a copy to: McGeady Sisneros, P. C. Attention: Maryann M.McGeady 1675 Broadway, Suite 2100 Denver, CO 80202 Phone: (303) 592-4380 Fax: (303) 592-4385. • 3. Originals. Each of the parties to this Memorandum has an original signed counterpart of the Contract, which is available for further inquiry. In Witness Whereof, Buyer and Seller have executed this Memorandum effective as of the 19th day of July,2004. PV Water.Holdings LLC, a Colorado li ' ed liability company By: Joel H. rkas, Manager • `SC AAq, Toni L. Sent, indisidually 2 STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this Igbay of July, 2004, by Joel H. Farkas, Manager of PV Water Holdings LLC, a Colorado limited liability company, on its behalf. Witness my hand and official seal. t t_simt../ mmission expires: '�� l � Pitas feti I . (SEAL): • r "+. A ,o�B�.�G,:po Notary blic STATE OF COLORADO ) ) es. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this 19 day of July,2004, by Toni L. Sena, an individual. R. 'Mess my hand and official seal. 'Ii • :111/*,, lly Omission s� t<QTAA :4J mission expires: June 15,vonrt :• . S s (SEAL) • 4 , d I(to 11 a� ;�Ug ..G' �' Notary ibile 0 3 Exhibit A to Memorandum of Contract and Option (RCMD—US) (Legal Description) PARCEL L-2 LOT C, RECORDED EXEMPTION NO. 1477-34-2-RF7066, RECORDED OCTOBER 21, 1997 IN BOOK 1633 AS RECEPTION NO. 2574979, BEING A PART OF THE NORTHWEST ONE-QUARTER OF SECTION 34, TOWNSHIP 1 NORTH, RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF WELD, STATE OF COLORADO; AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BASIS OF BEARINGS: THE WEST LINE OF THE NORTHWEST ONE-QUARTER OF SECTION 34,TOWNSHIP 1 NORTH, RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN BEING ASSUMED TO BEAR N00°38'43"W A DISTANCE OF 2658.19 FEET. MONUMENTED BY A 2-1/2"ALUMINUM CAP STAMPED "1NTERMILL LS 12374"AT THE NORTHWEST CORNER AND AT THE WEST ONE-QUARTER CORNER. COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 34; THENCE ALONG THE NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"13 A DISTANCE OF 265.44 FEET; THENCE 800°03113"E A DISTANCE OF 30.00 FEET, TO THE SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4 AND THE INTERSECTION OF THE EASTERLY LINE OF LOT A, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066, RECORDED OCTOBER 21, 1997 IN BOOK 1633 AS RECEPTION NO. 2574979 BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FEET SOUTH AND PARALLEL WITH SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER.OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 715.92 FEET, TO THE WESTERLY LINE OF LOT B, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066; THENCE ALONG THE WESTERLY, SOUTHERLY AND EASTERLY LINES OF SAID LOT B THE FOLLOWING THREE (3) COURSES: 1. S00°57'11"E A DISTANCE OF 70.00 FEET; 2. N89°02'49"E A DISTANCE OF 435.60 FEET; 4 3. N00°57'11"W A DISTANCE OF 70.00 FEET, TO SAID SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FEET SOUTH AND PARALLEL WITH SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 1223,21 FEET, TO THE EAST LINE OF SAID NORTHWEST ONE-QUARTER OF SECTION 34; THENCE ALONG SAID EAST LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34, S00°47'11"E A DISTANCE OF 2630.74 FEET, TO THE CENTER ONE- QUARTER CORNER OF SAID SECTION 34; THENCE ALONG THE SOUTH LINE OF SAID NORTHWEST ONE-QUARTER OF SECTION 34, S89°06'10"W A DISTANCE OF 2616.31 FEET, TO THE EASTERLY RIGIIT- OF-WAY LINE OF WELD COUNTY ROAD 67; • THENCE ALONG SAID EASTERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 67 WHICH IS 30.00 FEET EAST AND PARALLEL WITH THE WEST LINE OF SAID NORTHWEST ONE-QUARTER OF SAID SECTION 34, N00°38'43"W A DISTANCE OF 2196.76 FEET, TO THE SOUTHERLY LINE OF SAID LOT A, RECORDED EXEMPTION NO. 1477-34-2-RE2066; THENCE ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID LOT A, RECORDED EXEMPTION NO. 1477-34-2-RE2066, THE FOLLOWING TWO (2) COURSES; 1. N89°38'58"E A DISTANCE OF 230.64 FEET; 2. N00°03'13"W A DISTANCE OF 433.92 FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF 6,739,733 SQUARE FEET OR 154.723 ACRES. NAME AND ADDRESS OF PERSON CREATING NEWLY CREATED LEGAL DESCRIPTION (§38-35-106.5, C.R.S.) J.R. ENGINEERING 6020 GREENWOOD PLAZA ENGLEWOOD, CO 80111 (303) 740-9393 5 r Co Memorandum of Contract and Option (RCMD —JER) This Memorandum of Contract and Option (RCMD—JER) (this "Memorandum") is made by and between PV Water Holdings LLC, a Colorado limited liability company, as seller ("Seller"), and Jack E. Reutzel, an individual ("Buyer"), whose address is 9145 East Kenyon Avenue, Suite 301, Denver, CO 80237. A. By Contract for Deed dated July 19, 2004 (the"Contract for Deed"), inter alia, Seller has agreed to sell and convey, and Buyer to purchase and accept, an interest in and to that certain real property located in Weld County, Colorado (the "Property"),as more particularly described on Exhibit A to this Memorandum and as more particularly set forth in the Contract. B. Seller and Buyer desire to provide record evidence of Buyer's interest in the Property and to place of record certain terms and conditions of the Contract. • Now, therefore, for good and valuable consideration, the receipt and sufficiency of which arc hereby acknowledged, in consideration of the recitals written above and the covenants and agreements in this Memorandum, the parties to this Memorandum agree as follows: 1. Option and Right of First Refusal. Upon conveyance of the Property or any substitute for the Property, Seller shall have the right of first refusal and exclusive option to purchase any part or all of the Property from Buyer at any point in time in accordance with the terms of the Contract for Deed. 2, Notice. All questions concerning this Memorandum to be given to Seller or Buyer must be in writing and delivered to the parties at the following addresses: Seller: 1W Water Holdings LLC Attention: Joel H. Farkas 9145 East Kenyon Avenue, Suite 200 Denver, CO 80237 Phone: (303) 843-9742 Fax: (303) 740-8657 with a copy to: Reutzel & Associates, LLC Attention: Jean M. Gold 9145 East Kenyon Avenue, Suite 301 Denver,CO 80237 Phone: (303) 694-1982 Fax: (303) 694-3831 Buyer: Jack E. Reutzel 9145 East Kenyon Avenue, Suite 301 Denver, CO 80237 Phone: (303) 694-1982 Fax: (303) 694-3831 with a copy to: McGeady Sisneros, P. C. Attention: Maryann M. McGeady 1675 Broadway, Suite 2100 Denver, CO 80202 Phone: (303) 592-4380 Fax: (303) 592-4385. 3. Originals. Each of the parties to this Memorandum has an original signed counterpart of the Contract, which is available for further inquiry. In Witness Whereof, Buyer and Seller have executed.this Memorandum effective as of the 19th day of July,2004. PV Water Holdings LLC, a Colorad u iced liability company By: Joel I Farkas, Manager Jack E. r cutz•', individually2 STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this May of July, 2004, by Joel H. Farkas, Manager of PV Water Holding LLC, a Colorado limited liability company, on its behalf. Witness my hand and official seal. ••••Ta , + •mmission expires: Mv Commission Expires .?�,�� R1••• Jni••15,2007 i 1 • (SEAL, `y I EA . + cv�: U 0.0.110 4.- Notary bile (/ STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this 1Qay of July, 2004,by Jack E. Reutzel, an individual. ...... itness my hand and official seal. OOTAq' mission expires: YCommission Ertplo _,+. —tuna 15,200;' . • • • • (SEAL) ; • • o • I. in:1 .Lino, Notary blic 0r 3 Exhibit A to Memorandum of Contract and Option (RCMD — JER) (Legal Description) PARCEL L-2 LOT C, RECORDED EXEMPTION NO. 1477-34-2-RE2066, RECORDED OCTOBER 21, 1997 IN BOOK 1633 AS RECEPTION NO.2574979,BEING A PART OF THE NORTHWEST ONE-QUARTER OF SECTION 34, TOWNSHIP 1 NORTH, RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF WELD, STATE OF COLORADO;AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BASIS OF BEARINGS: THE WEST LINE OF THE NORTHWEST ONE-QUARTER O1? SECTION 34, TOWNSHIP 1 NORTH, RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN BEING ASSUMED TO BEAR N00°38'43"W A DISTANCE OF 2658.19 FEET. MONUMENTED BY A 2-1/2"ALUMINUM CAP STAMPED"1NTERMILL LS 12374"AT THE NORTHWEST CORNER AND AT THE WEST ONE-QUARTER CORNER. COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 34; THENCE ALONG THE NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 265A4 FEET; THENCE 500°03'13"E A DISTANCE OF 30.00 FEET, TO THE SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4 AND THE INTERSECTION OF THE EASTERLY LINE OF LOT A, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066, RECORDED OCTOBER 21, 1997 IN BOOK 1633 AS RECEPTION NO. 2574979 BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FEET SOUTH AND PARALLEL WITH SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 715.92 FEET,TO THE WESTERLY LINE OF LOT B, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066; THENCE ALONG THE WESTERLY, SOUTHERLY AND EASTERLY LINES OF SAID LOT B THE FOLLOWING THREE (3) COURSES: 1. S00°57'11"E A DISTANCE OF 70.00 FEET; 2. N89°02'49"E A DISTANCE OF 435.60 FEET; 4 3. N00°57'1 l"W A DISTANCE OF 70.00 FEET, TO SAID SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FRET SOUTH AND PARALLEL WITH SAID NORTH LINE OF TIME NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 1223.21 FEET, TO THE EAST LINE OF SAID NORTHWEST ONE-QUARTER OF SECTION 34; THENCE ALONG SAID EAST LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34, 800°47'11"E A DISTANCE OF 2630.74 FEET, TO THE CENTER ONE- QUARTER CORNER OF SAID SECTION 34; THENCE ALONG THE SOUTH LINE OF SAID NORTHWEST ONE-QUARTER OF SECTION 34, S89°06'10"W A DISTANCE OF 2616.31 FEET,TO THE EASTERLY RIGHT- OF-WAY LINE OF WELD COUNTY ROAD 67; • THENCE ALONG SAID EASTERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 67 WHICH IS 30.00 FEET EAST AND PARALLEL WITH THE WEST LINE OF SAID NORTHWEST ONE-QUARTER OF SAID SECTION 34,N00°38'43"W A DISTANCE OF 2196.76 FEET,TO THE SOUTHERLY LINE OF SAID LOT A,RECORDED EXEMPTION NO. 1477-34-2-RE2066; THENCE ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID LOT A, RECORDED EXEMPTION NO, 1477-34-2-RE2066,THE FOLLOWING TWO (2) COURSES: 1. N89°38'58"E A DISTANCE OF 230.64 FEET; 2. N00°03'13"W A DISTANCE OF 433.92 FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF 6,739,733 SQUARE FEET OR 154.723 ACRES. NAME AND ADDRESS OF PERSON CREATING NEWLY CREATED LEGAL DESCRIPTION (§38-35-106.5, C.R.S.) J.R. ENGINEERING 6020 GREENWOOD PLAZA ENGLEWOOD, CO 80111 (303) 740-9393 5 b5 Memorandum of Contract and Option (RCMD- SHD) This Memorandum of Contract and Option(RCMD—SHD) (this "Memorandum") is made by and between PV Water Holdings LLC, a Colorado limited liability company, as seller ("Seller"), and Steven H. Deutsch, an individual ("Buyer"), whose address is 9145 East Kenyon Avenue, Suite 200, Denver, CO 80237. A. By Contract for Deed dated July 19, 2004 (the "Contract for Deed"), inter alia, Seller has agreed to sell and convey, and Buyer to purchase and accept, an interest in and to that certain real property located in Weld County, Colorado (the "Property"), as more particularly described on Exhibit A to this Memorandum and as more particularly set forth in the Contract. B. Seller and Buyer desire to provide record evidence of Buyer's interest in the Property and to place of record certain terms and conditions of the Contract. • Now, therefore, for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, in consideration of the recitals written above and the covenants and agreements in this Memorandum, the parties to this Memorandum agree as follows: 1. Option and Right of First Refusal. Upon conveyance of the Property or any substitute for the Property, Seller shall have the right of first refusal and exclusive option to purchase any part or all of the Property from Buyer at any point in time in accordance with the terms of the Contract for Deed. 2. Notice. All questions concerning this Memorandum to be given to Seller or Buyer must be in writing and delivered to the parties at the following addresses: Seller: PV Water Holdings LLC Attention: Joel 1.1. Farkas 9145 East Kenyon Avenue, Suite 200 Denver, CO 80237 Phone: (303) 843-9742 Fax: (303) 740-8657 with a copy to: Reutzel & Associates, LLC Attention: Jean M. Gold 9145 East Kcnyon Avenue, Suite 301 Denver, CO 80237 Phone: (303) 694-1982 Fax: (303) 694-3831 Buyer: Steven H. Deutsch 9145 East Kenyon Avenue, Suite 200 Denver, CO 80237 Phone: (303) 694-1982 Fax: (303) 694-3831 with a copy to: McGeady Sisneros, P. C. Attention: Maryann M. McGeady 1675 Broadway, Suite 2100 Denver, CO 80202 Phone: (303) 592-4380 Fax: (303) 592-4385. 3. Originals. Each of the parties to this Memorandum has an original signed counterpart of the Contract,which is available for further inquiry. in Witness Whereof, Buyer and Seller have executed this Memorandum effective as of the 19th day of July,2004. PV Water Holdings LLC, a Colorado li ited liability company By: Joel H. arkas,Manager Steven H. Deutsch, individua1Ty 2 STATE OF COLORADO ) ) as. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this %i day of July, 2004, by Joel H. Parkas, Manager of PV Water Holdings LLC, a Colorado limited liability company, on its behalf • ,,, Witness my hand and official seal. MYCommission Expires . •.•OVA •• ` emission expires: Jane 16,2007 . (SEAL) • • • •' (\. k at F •.. 0 ter • Notary Public �4j� Q STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me th•is �day of July, 2004,by Steven H. Deutsch, an individual. tness my hand and official seal. � -•p?A • ; • ';,missionexpires: WYConunia T ---dans16 m2007 f (SEAL) • o 't wdl. ,�y'.�VBO°.1 ) Notary Pu lie t b 4 � • ... — . • 3 Exhibit A to Memorandum of Contract and Option (RCMD— S1iD) (Legal Description) PARCEL L-2 LOT C,RECORDED EXEMPTION NO. 1477-34-2-RE2066, RECORDED OCTOBER 21, 1997 IN BOOK 1633 AS RECEPTION NO. 2574979, BEING A PART OF THE NORTHWEST ONE-QUARTER OP SECTION 34, TOWNSHIP 1 NORTH, RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF WELD, STATE OF COLORADO; AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BASIS OF BEARINGS: THE WEST LINE OF THE NORTHWEST ONE-QUARTER OF SECTION 34,TOWNSHIP 1 NORTH,RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN BEING ASSUMED TO BEAR N00°38'43"W A DISTANCE OF 2658.19 FEET. MONUMENTED BY A 2-1/2"ALUMINUM CAP STAMPED "INTERMILL LS 12374"AT THE NORTHWEST CORNER AND AT THE WEST ONE-QUARTER CORNER. COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 34; THENCE ALONG THE NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 265.44 FEET; THENCE S00°03'13"E A DISTANCE OF 30.00 FEET, TO THE SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4 AND THE INTERSECTION OF THE EASTERLY LINE OF LOT A, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066, RECORDED OCTOBER 21, 19971N BOOK 1633 AS RECEPTION NO. 2574979 BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FEET SOUTH AND PARALLEL WITH SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 715.92 FEET, TO THE WESTERLY LINE OF LOT B, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066; THENCE ALONG THE WESTERLY, SOUTHERLY AND EASTERLY LINES OF SAID LOT B THE FOLLOWING THREE (3) COURSES: 1. S00°57'11".E A DISTANCE OF 70.00 FEET; 2. N89°02'49"E A DISTANCE OF 435.60 FEET; 4 3. N00°57'11"W A DISTANCE OF 70.00 FEET,TO SAID SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FEET SOUTH AND PARALLEL WITH SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 1223.21 FEET, TO THE EAST LINE OF SAID NORTHWEST ONE-QUARTER OF SECTION 34; THENCE ALONG SAID EAST LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34, S00°47'11"E A DISTANCE OF 2630.74 FEET, TO THE CENTER ONE- QUARTER CORNER OF SAID SECTION 34; THENCE ALONG THE SOUTH LINE OF SAID NORTHWEST ONE-QUARTER OF SECTION 34, 889°06'10"W A DISTANCE OF 2616.31 FEET, TO THE EASTERLY RIGHT- OF-WAY LINE OP WELD COUNTY ROAD 67; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 67 WHICH IS 30.00 FEET EAST AND PARALLEL WITH THE WEST LINE OF SAID NORTHWEST ONE-QUARTER OF SAID SECTION 34,NOO°38'43"W A DISTANCE OF 2196.76 FEET,TO THE SOUTHERLY LINE OF SAID LOT A, RECORDED EXEMPTION NO. 1477-34-2-R82066; THENCE ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID LOT A, RECORDED EXEMPTION NO. 1477-34-2-RE2066, THE FOLLOWING TWO (2) COURSES: 1. N89°38'58"E A DISTANCE OF 230.64 FEET; 2. N00°03'13"W A DISTANCE OF 433.92 FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF 6,739,733 SQUARE FEET OR. 154.723 ACRES. NAME AND ADDRESS OF PERSON CREATING NEWLY CREATED LEGAL DESCRIPTION(§38-35-106.5, C.R.S.) IR. ENGINEERING 6020 GREENWOOD PLAZA ENGLEWOOD, CO 80111 (303) 740-9393 • II,I,�I,QQII Nil IIIII1111111111111��a�I�n!Ill Ilt 3200520 WIYOI 1 of 6 R 26.00 0 4.63 Steve Moreno Clark 3 ReCWarranty Deed (Parcel L-2) 0 6� This Deed, made this %4' day of July, 2004, between Prospect Valley Farms, Ltd., a Colorado limited partnership,as grantor("Grantor"), and PV Water Holdings LLC, a Colorado limited liability company, whose legal address is 9145 East Kenyon Avenue, Suite 200, Denver, Colorado 80237, of the City and County of Denver, State of Colorado, as grantee("Grantee"). Witnesseth,that Grantor, for and in consideration of the sum of Forty-Six Thousand Two Hundred Seventy-Seven Dollars($46,277)and other good and valuable consideration,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 Grantee,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: See Exhibit A attached hereto and incorporated herein. 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 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. Grantor, for itself, its successors and assigns, does covenant,grant,bargain and agree to and with Grantee,its successors and assigns,that at the time of the ensealing and delivery of these presents, it is well seized 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 and convey the same in manner and form aforesaid,and that the same are free and clear from all former and other grants,bargains, sales,liens,taxes,assessments, encumbrances and restrictions of whatever kind or nature whatsoever,except for and subject to those matters as set forth on Exhibit B attached hereto and incorporated herein. Grantor shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of Grantee,its successors and assigns,against all and every person or persons lawfully claiming the whole or any part thereof. TNG %sO-t 14 L( Z I. EXHIBIT 33 I111111 1111 111111111111 IIII 11111111111 III III IIII till 3200620 07/20/2004 05:07P Weld County, CO 2 of 5 R 26.00 D 4.63 Steve Moreno Clerk& Recorder 111 witness wnereot,Grantor has executed this Deed on the date set forth above. Prospec Valley Farms,Ltd., • a Color o limited partnership By: Walraven . Ketellapper,General Partner STATE OF COLORADO ) )ss. CITY& COUNTY OF BOULDER ) The foregoing instrument was acknowledged before me this is- day of July, 2004, by Walraven F. Ketellapper, General Partner of Prospect Valley Farms, Ltd., a Colorado limited partnership,on its behalf. Witness my hand and official seal. My commission expires:I J9 2-ttd.1 PLOD LP eyuotNotary Puwlic 2 11111111 2 11111 11 11.11111111IIIIIIII1111111 32006 3 of 6 R 26.00 D 4.63 Breve Moreno Clerk 8 Recorder Exhibit A to Warranty Deed (Parcel L-2) (Legal Description) LOT C,RECORDED EXEMPTION NO. 1477-34-2-RE2066, RECORDED OCTOBER 21, 1997 IN BOOK 1633 AS RECEPTION NO. 2574979, BEING A PART OF THE NORTHWEST ONE-QUARTER OF SECTION 34,TOWNSHIP 1 NORTH,RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF WELD, STATE OF COLORADO; AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BASIS OF BEARINGS: THE WEST LINE OF THE NORTHWEST ONE-QUARTER OF SECTION 34,TOWNSHIP 1 NORTH, RANGE 63 WEST OF THE SIXTH PRINCIPAL MERIDIAN BEING ASSUMED TO BEAR N00°38'43"W A DISTANCE OF 2658.19 FEET. MONUMENTED BY A 2-1/2"ALUMINUM CAP STAMPED"INTERMILL LS 12374"AT THE NORTHWEST CORNER AND AT THE WEST ONE-QUARTER CORNER. COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 34; THENCE ALONG THE NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 265.44 FEET; THENCE S00°03'13"E A DISTANCE OF 30.00 FEET,TO THE SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4 AND THE INTERSECTION OF THE EASTERLY LINE OF LOT A, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066,RECORDED OCTOBER 21, 1997 IN BOOK 1633 AS RECEPTION NO. 2574979 BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FEET SOUTH AND PARALLEL WITH SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 715.92 FEET,TO THE WESTERLY LINE OF LOT B, SAID RECORDED EXEMPTION NO. 1477-34-2-RE2066; THENCE ALONG THE WESTERLY, SOUTHERLY AND EASTERLY LINES OF SAID LOT B THE FOLLOWING THREE (3)COURSES: 1. S00°57'11"E A DISTANCE OF 70.00 FEET; 2. N89°02'49"E A DISTANCE OF 435.60 FEET; 3 1111111 11111 11111 1111111 Iill 11111111111 111 IIIII 11111111 3200620 07/2012004 05:07P Weld County, CO 4 of 5 R 26.00 D 4.63 Steve Moreno Clerk& Recorder 3. N00°57'l 1"W A DISTANCE OF 70.00 FEET, TO SAID SOUTHERLY RIGHT-OF- WAY LINE OF WELD COUNTY ROAD 4; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 4 WHICH IS 30.00 FEET SOUTH AND PARALLEL WITH SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34,N89°02'49"E A DISTANCE OF 1223.21 FEET,TO THE EAST LINE OF SAID NORTHWEST ONE-QUARTER OF SECTION 34; THENCE ALONG SAID EAST LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 34, S00°47'11"E A DISTANCE OF 2630.74 FEET,TO THE CENTER ONE- QUARTER CORNER OF SAID SECTION 34; THENCE ALONG THE SOUTH LINE OF SAID NORTHWEST ONE-QUARTER OF SECTION 34, S89°06'10"W A DISTANCE OF 2616.31 FEET, TO THE EASTERLY RIGHT- OF-WAY LINE OF WELD COUNTY ROAD 67; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY LINE OF WELD COUNTY ROAD 67 WHICH IS 30.00 FEET EAST AND PARALLEL WITH THE WEST LINE OF SAID NORTHWEST ONE-QUARTER OF SAID SECTION 34,N00°38'43"W A DISTANCE OF 2196.76 FEET,TO THE SOUTHERLY LINE OF SAID LOT A, RECORDED EXEMPTION NO. 1477-34-2-RE2066; THENCE ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID LOT A, RECORDED EXEMPTION NO. 1477-34-2-RE2066, THE FOLLOWING TWO (2)COURSES: 1. N89°38'58"E A DISTANCE OF 230.64 FEET; 2. N00°03'13"W A DISTANCE OF 433.92 FEET TO THE POINT OF BEGINNING. CONTAINING AN AREA OF 6,739,733 SQUARE FEET OR 154.723 ACRES. NAME AND ADDRESS OF PERSON CREATING NEWLY CREATED LEGAL DESCRIPTION(§38-35-106.5, C.R.S.) J.R. ENGINEERING 6020 GREENWOOD PLAZA ENGLEWOOD, CO 80111 (303) 740-9393 4 IIIIII'IIII III1I llll'II II�I'II'I IId111I III I'III I III Illl t I5 el 5 R 26.00 o'LIP Steve Moreno Clerk& Exhibit B to Warranty Deed (Parcel L-2) (Exceptions) 1. All taxes and assessments for the year 2004 and subsequent years, a lien,not yet due and payable. 2. Reservation of right or proprietor of any penetrating vein or lode to extract his ore, in U.S. Patent recorded September 25, 1919 in Book 507 at Page 402. 3. Oil and gas lease between Eagle Peak Farms, Ltd., a Colorado limited partnership and Caddis Resources, Inc.,dated June 5, 1992, for a primary term of 3 years,recorded August 5, 1992 in Book 1346 as Reception No. 02299036, and any interests therein or rights thereunder. 4. Terms, agreements,provisions, conditions, obligations and easements as contained in Recorded Exemption No. 1477-34-2-RE2066 recorded October 21, 1997 in Book 1633 as Reception No. 2574979. 5. The following matters as set forth on ALTA/ACSM Land Title Survey prepared by J. R. Engineering,dated December 8, 2003, as revised December 30,2003,March 19, 2004. June 17,2004, June 29, 2004 and July 1,2004, as Job Number 15006.00 to-wit: 1. Any loss or damage arising from the fact that there is a visible cross access between the subject property and the adjoining property. 2. Any loss or damage arising from the fact that crop circles and other farming operations lie both inside and outside the boundary line of the subject property. 5 Hello