HomeMy WebLinkAbout950775.tiffNovember 1, 1994
Green Mill Sportsmen Club
c/o David W. Peter, Esq.
8787 Turnpike Drive, Suite 280
Westminster, CO 80030
LETTER AGREEMENT
Re: Agreement of Sale between Union Pacific Land Resources Corporation and
Green Mill Sportsmen Club dated April 12, 1993
Township 1 North. Range 68 West
Section 20: N/2SW/4
Weld County, Colorado
Gentlemen:
As you are aware, Union Pacific Land Resources Corporation ("UPLRC") and the
Green Mill Sportsmen Club ("Club") entered into an Agreement of Sale dated April 12, 1993
(the "Agreement") pursuant to which UPLRC has agreed to sell to the Club the surface rights
and certain mineral rights to property located in Weld County, Colorado described as the
N/2SW/4 of Section 20, Township 1 North, Range 68 West ("Property"). The Agreement
provides generally that the Club shall purchase the property interests from UPLRC after the
time it receives approval of a use by special review from the Weld County Board of County
Commissioners as provided for in the Agreement. The Club has also entered into an
agreement dated April 13, 1993 with Amoco Production Company, Vessels Oil & Gas
Company, and Union Pacific Resources Company, a sister company to UPLRC, which has
as its purpose to make the surface use of the Property and oil and vas development
compatible.
UPLRC owns a 30 foot wide easement along the east section line in Section 19,
Township 1 North, Range 68 West, adjacent to the section line between Section 19 and
Section 20 ("Easement"). A copy of the easement is attached to this Letter Agreement as
Attachment 1.
1-C:\ W P6O\UNION\PEHR.1
950775
November 1, 1994
Page 2 .a
The following terms in this Letter Agreement supplement the Agreement and are in
consideration of the covenants and the mutual promises set forth herein and in the
Agreement.
1. Subject to the succeeding paragraph 2, UPLRC agrees to assign to the Club
the Easement for access to the Property.
The obligation of UPLRC to assign the Easement to the Club is contingent
upon the purchase by the Club of the Property. In the event that the Club purchases the
Property, UPLRC shall assign the Easement to the Club at the closing for the sale of the
Property.
3. The Parties understand that the Club will provide this Letter Agreement to
Weld County as a part of its application for a special use permit for the Property.
UNION PACIFIC LAND RESOURCES
CORPORATION
norney in Fact
ACCEPTED AND AGREED this ! J day of,
GREEN MILL SPORTSMEN CLUB
By:
1-C.\ W P60\UNION\PEHR.1
199%.
950775
a
�yiyi7k
Attachment 1
o I.,etttr- Agreesnent'"dated November 1 ; T974
between Green Mill Sportsmen Club
and Union Pacific Land Resources Corporation
Weds S'CC _3SY corporation
-^i'S .^._DD,TICA3 i SONS, , a carp=_
of
'-j ,r�4TVi 5aC+..1 - T.G7=C LAM:, 3_.iG."R".-S
'1"__14-c, tCretor, and L'1ICY
of for State a- COlcrad0, whose address
.-ation of the Stara of Ynbraska.
isP.O. Doe 7, sett WoTexas 16101-0007, Grantee.
is i ideration of the
xI:'Nass That Grantor,.)for and n eons. and valuable
of ;in Dollars ($10.00) ) and other good iar.celDt whereof
sum� to !t in hand paid by crant.a, � and by
consideration,has granted, sold and convey aid unby
isth herebyre ats dn. grant, sell and convey unto Grantee, _ .Unt
presents ant, S18ff for a right o- Y
t7eN D dDes � �����1� � ���1
its esi�r. , a 1v renaYal
.uec and assigns y.ZLinL^.Ga, rsDa--� - ,
for r^• Construction, oofrat nOnOn, ,roadway (heroine:t- r
_algyt.-s roc l and use of i ssary appurtenancespthereto, cal.ioaq sod owe , ha with necessary the lands
feet S Quiz )Ii stash ( OZ Toownrhip �tua) North,eaarxee Sixt•y-
Cne ('-)
of Section w ofethe sixth Meridian, County of
feet Sat t. (6th) Principal ��1 ) together
eight (6a) xeat of the
Weld, State Colorado,g (hereinafter ess to called
and from said Pees e for
with the right of ingress and +9 rights granted. ...
-2:7:t*�..Durpose of ezaz'cls i.'iQ the 9
R-gSAVINC, however-, to Grantor, its successors
and
general right to the use of the remiss+ .or an? auspgse, the 4 with the use by Grantee Said ansemant
purpose not inconsistent herein
far the purposes herein daL;.^•w'-
s made subject to all outstanding
This 3ou star Ling rights, including, but not limited oil
lasses and other outstanding and righ
ts of Y
1 hva d other roadr4 w the right of
those for 9 n sa pipelines, polo and wire lines and the all
irrigation ditches, D the same, and subject
renewals a. extensions otionaof •nc'.mbrancas, reservation.
Or
interest 1of anyi per, re whichta.ay
ther
ra interests of any ed, and which say a!!edt 00 fleflt of rtItae or
recorded or unrecorded. and
is sada without covnent
for quiet enjoyment.
made 1a on the express
The giant of easement S3Oherassigns, stall not be
that its :to sesS0 and for any damage
condition aucaHaora or assigns,
liable' to Grantee, tesada by Grantee upon
occurring to the tar a_ ooh sale Ore to whataW'/•r occasioned by
the Promises or tor any other damage result of aini0
underneath of the ouor resulting
esule no
i Premises
o heraway from the removal
underneath or o name ram underlyih9 the Premises.
of coal or ostler minerals in or , a rv��ant
dershall be conducted in 9rue nt
all o. aresu■ hereunder Grantee's operations upon or
ac a eusdlt of aystatute, law, ordinance, ruse,
mariner. If, save
said Promisee orc hereunder, any t looses
harmless, or defend requirement is fy Grantor,
r, itasa officers,
pl
harmless, and indemnify CranCOr,
1411111 9-1167 P-714 l0/lS/94 04:037 I0.50
}isry + Peuarttttn Wald Co., Clert k Recorder
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1411411 .8-146.1 P-774 10/18/94 04:03W m 7 0r 3
a nd all penalties, finals, costa
and/or ants, including ccourtnd �cost Land counsel fuss, i po gouts.
and expanses, upon
or _bY Iran ort , its officers, as& a Yiolnd/on tents, od resulting from,
or connected with, such
viclationa. any y�..,nic limn,
Cryntaa &hull not au fsr or against permit
anyy so Cr J part
or oiof r1eson of work, elabor,�eervitas, or matarial�au➢Pl ll
ale
tr olpLimed by to have Sean SUpplid, to Grants., or or .other lien, She
'' ut sny tie* a. _.2 filed
ainst sCh �dd?Trcui .s Cr'ant6ee shall the data
ausa the
at m to ties s fit ed f record within thirty (1 0) discys harge '4e data
of be thec la s and if Grance+ fail to discharges
shall option, h
of o within
such last od. then Grantor aay, at its vion, -11 s"
lien ass b y n t clamed to Da ti miry
thsass a paying the asoen and Crantae Shall thersvpon
a for anY pay.ant s0 .4144.
into the validity of the a+•• _
Granter yithin thirty 130) day
s y c7, Grantor has caused
y, ar first nth in
to
IX `rfi:shiS_ c .mss da
be signed by its
written -
71092 - °XS, C-
Secrata:7
(SEAL)
sTA"S 07 Caulxuo 1
) as:
caner? OF 1t23 ) sd ore x `S� t
lnatr'ment was acknowled9 rose. bef, .fit anG,
me toortV in4 19 94, by INC.
day of -zer-.. � of TIC= i SOsa,
f
WitIrEgg ay hand and official Baal.
11-15-37
AGREEMENT OF SALE
THIS AGREEMENT is made and entered into this 12th day of April, 1993 between
UNION PACIFIC LAND RESOURCES CORPORATION ("UPLRC"), a Nebraska
corporation, with an address for business of P.O. Box 7, Fort Worth, Texas 76101 and
GREEN MILL SPORTSMEN CLUB ("Club") with an address for business of c/o Robert
Engle, 2885 West 128th Avenue, #1208, Denver, Colorado 80234.
RECITALS
A. UPLRC or a sister company, Union Pacific Resources Company ("UPRC"), owns
property interests in the N2SW4, Section 20, Township 1 North, Range 68 West, Weld
County, Colorado, which is hereinafter referred to as the "Property".
B. The Club wishes to purchase certain interests in the Property from UPLRC.
C. The Club either has applied for or intends to apply for a use by special review to
have the Board of County Commissioners of Weld County ("County") approve the use of
the Property for a gun club with related facilities and structures.
D. A diagram of the facilities for the proposed gun club is attached to this Agreement
as Exhibit 1.
E. This Agreement is for the sale by UPLRC to the Club of the surface estate of the
Property and the mineral estate exclusive of oil, gas and associated liquid hydrocarbons. The
mineral estate exclusive of oil, gas and associated liquid hydrocarbons is hereinafter referred
to as "Mineral Rights".
F. Oil and gas and associated liquid hydrocarbons include all of such minerals which
underlie the Property or which are described in the oil and gas lease and the operating
agreement which cover the Property (all of which are referred to herein as "Oil and Gas
Interests") as follows:
1. Oil and gas lease dated October 16, 1972 from Champlin Petroleum Company
as Lessor to Amoco Production Company as Lessee recorded on November 30, 1972
in the office of the Clerk and Recorder of Weld County at Book 681, Reception
Number 1602713 ("Amoco Oil and Gas Lease") and any present and future
assignments of the Lease.
2. Operating Agreement dated July 14, 1980 among Vessels Oil & Gas Company
as "Operator", Amoco Production Company and Champlin Petroleum Company for
Unit Area in Township 1 North, Range 68 West, Weld County, Colorado, and all
amendments and letter agreements heretofore and hereafter executed related to the
Operating Agreement ("Operating Agreement").
G. The development of the oil, gas and associated liquid hydrocarbons which underlie
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the Property shall be the subject of a separate agreement between UPRC, among others,
and the Club.
H. This Agreement is contingent upon the Club securing the approvals that the County
or any other governmental entity requires to install a gun club on the Property.
NOW THEREFORE, in consideration of the covenants and the mutual promises set
forth herein, including those in the Recitals, the parties agree as follows:
1. Purchase Price.
The purchase price for the surface rights and the Mineral Rights for the Property
shall be $100,000. The Club shall pay the purchase price to UPLRC in cash or certified
funds at the closing described in paragraph 5.
2. Earnest Money.
The Club shall make a payment to UPLRC of $5,000 earnest money at the time that
this Agreement is executed by the parties. The payment shall be non-refundable except in
the event that the use by special review is not approved by the County within the term or
extended term as applicable, provided for in paragraph 16. The earnest money payment
shall be applied to the purchase price at the closing.
3. Deed.
UPLRC shall provide the Club a Special Warranty Deed in the form attached to this
Agreement as Exhibit 2 pursuant to which UPLRC shall convey to the Club all of its right,
title and interest in the surface estate in the Property and in the minerals exclusive of oil,
gas and associated liquid hydrocarbons and reserve unto itself the oil, gas and associated
liquid hydrocarbons described in the Deed.
4. Title Report.
A. Preliminary Report. UPLRC shall obtain a preliminary title report at its own
expense from a title company of its choice within twenty days from the date that it receives
notice from the Club that the County has approved a use by special review to site a gun club
on the Property. UPLRC shall provide the Club with a copy of the preliminary title report
immediately after it receives it from the title company. The Club shall have five days from
the date it receives the preliminary title report to provide UPLRC with notice in writing of
any defects in title or any liens, encumbrances, covenants, rights -of -way, easements or other
outstanding rights which are disclosed in the preliminary title report other than the
exceptions described in paragraph 6 herein (Permitted Exceptions) which it finds
unacceptable. The Club shall describe in the notice the specific item or items which it finds
unacceptable. In the event that the Club does not provide written notice to UPLRC within
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the time provided, it shall be conclusively presumed that the Club approves the preliminary
title report. In the event that the Club provides written notice to UPLRC within the time
provided in which it describes an item or items which it finds to be unacceptable, UPLRC
shall have twenty days after it receives the notice to eliminate from the policy of title
insurance the item or items which the Club finds unacceptable. In the event that UPLRC
does not eliminate such item or items within the twenty -day period, this Agreement shall
terminate unless the Club elects to waive its objection.
B. Survey. The Club shall bear the expense of the performance of any survey
that is either required by the title company or that the Club in its discretion wishes to have
performed for all or any portion of the Property.
5. Closing.
A. The sale and purchase of the Property to the Club shall close seven days from
the time either that the Club informs UPLRC that the preliminary title report is acceptable
or it is conclusively presumed that the Club does not find any exception in the preliminary
title report unacceptable as described in paragraph 4.A. or that UPLRC eliminates the
objections of the Club in the preliminary title report as described in the same paragraph, as
applicable.
B. The closing shall be held at a time and place which is mutually acceptable to
the parties.
C. Possession of the interests in the Property that are the subject of the sale shall
pass from UPLRC to the Club at closing.
D. Title to the Property shall be subject to the Permitted Exceptions and to all
encumbrances, exceptions and reservations disclosed in the preliminary title report and
waived by the Club.
6. Permitted Exceptions. The Club may not disapprove in the preliminary title report
and UPLRC shall not be required to eliminate as exceptions to the title insurance policy
exceptions as follows:
A. Amoco Oil and Gas Lease and any and all assignments thereof.
B. Operating Agreement and any and all amendments and letter agreements
thereto.
C. Any other document of record which relates to the oil and gas estate for the
Property.
D. Grazing and Agricultural Lease dated February 11, 1991 from UPLRC to
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William M. Waneka.
E. Non -delinquent real property taxes (whether general or special).
F. Standard printed exceptions in the title policy.
G. UPLRC or UPRC's reserved mineral rights in the Property.
H. Easements and rights -of -way or claims of either of public record.
I. Rights or claims of parties in possession not shown by public records.
J. Items disclosed in the preliminary title report and approved or waived by the
Club as described in paragraph 4.A.
K. Water rights of record.
7. Closing Costs.
A. Real property taxes and real property assessments for the Property (including
the Mineral Rights) for 1993 and payable in 1994 shall be apportioned between the Club
and UPLRC as of the date of the closing. Such apportionment shall be computed on the
basis of the most recent available assessed valuations and mill levy.
B. The Club shall pay all documentary fees and all other costs to record the
deeds related to the sale of the Property, including the Mineral Rights.
C. UPLRC shall pay the premium for the issuance of a standard owner's policy
of title insurance.
D. The Club shall pay for any survey of all or any portion of the Property.
8. Oil and Gas Interests.
A. Notice. The Club acknowledges and understands that UPLRC and UPRC do
not convey pursuant to this Agreement or any deed issued pursuant to this Agreement any
interest which either of them has in the oil, gas and associated liquid hydrocarbons or in the
Oil and Gas Interests which underlie the Property and that the Club takes the Property
subject to UPRC's or UPLRC's reserved rights and the Oil and Gas Interests described in
Recital F. The Club agrees that it shall give 120 days advance written notice to UPLRC,
UPRC, Amoco and Vessels or to the successors or assigns of any of them, as applicable, that
the Club intends to apply to annex all or any portions of the Property to any municipality.
The Club shall meet with the company or companies which have oil and gas rights which are
affected by the application to work out an agreement whereby the Club and the company
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or companies can develop both the surface estate and the oil and gas estate and the
company or companies are compensated for all additional costs to them in the event that
the application is approved.
B. Ownership of Mineral Rights. The Club, by accepting a Special Warranty
Deed from UPLRC in the form described in Exhibit 2, specifically acknowledges the title
of UPLRC and UPRC to the minerals that either reserves in the Property.
C. Surface Owner's Agreement. The Club agrees that it will not withhold its
consent as surface owner to the Property (if UPLRC in its sole discretion requires such
consent) to the exercise by UPLRC, UPRC, Amoco, Vessels or any of their successors or
assigns of the rights to the oil, gas, and associated liquid hydrocarbons. The covenant of the
Club to not withhold surface owner's consent shall be a covenant running with the surface
ownership of the Property. The rights and obligations of the owners, lessees, farmoutees and
assignees of the oil and gas estate in the Property shall be governed by the separate
agreement among the Club, UPRC, Amoco and Vessels dated April 13, 1993.
9. Agricultural Lease.
The parties understand and acknowledge that UPLRC has entered into a Grazing and
Agricultural Lease dated February 11, 1991 ("Agricultural Lease") with William M. Waneka
("Waneka"). UPLRC shall give Waneka written notice that the Agricultural Lease will be
terminated on the date of closing for the sale of the Property to the Club to the extent that
the Agricultural Lease applies to the Property. From and after the date of closing, UPLRC
shall have no further responsibility whatsoever as landlord under the Agricultural Lease to
the extent that it includes the Property. The Club acknowledges and understands that
Waneka may have rights to cultivate and remove crops on the Property in accordance with
C.R.S. 13-40-105 or any other applicable Colorado laws or statutes.
10. Agreements with Laidlaw.
A. Tolling Agreement. UPLRC has entered into a tolling agreement with Laidlaw
Waste Systems (Colorado), Inc. ("Laidlaw") wherein it is provided that the parties, among
other things, agreed that the period of the Tolling Agreement as amended should not be
included in determining the applicability of any statute of limitations, laches or any defense
based on the lapse of time in any suit brought by either party in connection with matters
described in the Tolling Agreement. The Fourth Amendment to the Tolling Agreement is
dated February 24, 1993 and expires on September 30, 1993. UPLRC agrees that it shall
provide the Club with an assignment of the Tolling Agreement at the closing.
B. Access Agreement. UPLRC has entered into an access agreement dated
October 3, 1991 with Laidlaw ("Access Agreement") in which UPLRC has agreed to provide
access to Laidlaw to portions of the Property as described in the Access Agreement.
UPLRC agrees that it shall provide the Club with an assignment of the Access Agreement
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at the closing.
11. Indemnifications and Releases of Liability.
A. Releases from Laidlaw. The Club understands and acknowledges that the
subjacent support for all or portions of the Property may have been impaired by mining
operations heretofore carried on beneath the surface of the Property. The Club releases
UPLRC, UPRC, its predecessors in interest and all of their affiliates, successors and assigns
from any and all manner of demands and actions or causes of action, judgments, claims,
levies, liability, including strict liability, whether developed or undeveloped, known or
unknown, which arise from or are in any way connected with the mining operations of
UPLRC, UPRC or any predecessor or affiliate of either of them, or any agent, lessee or
representative of any of them for the impairment of the subjacent support of the Property.
The Club and any agent, representative, subcontractor, successor, assign or invitee of the
Club shall enter upon the Property at its own risk and assume all liability for all damages
to person or property which may arise from or be in any way connected to any impairment
of subjacent support on the Property.
The Club releases and will not assert, directly or indirectly, any claim of
whatsoever kind or nature against UPLRC, UPRC, or any affiliate or predecessor in interest
of either of them or any of their successors and assigns based upon any condition of the
Property including, but not limited to, the presence on the land of any hazardous materials
or hazardous substances, as now or hereafter defined in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (CERCLA 42 U.S.C. Section 9601 et
seq.) or the Resource Conservation and Recovery Act (RCRA 42 U.S.C. Section 6901 et
seq.) or in the regulations promulgated thereto or any other federal, state, or local
government law, ordinance, rule or regulation, now or hereinafter applicable, with respect
to liability which arises from the operations of the Club or third parties on either the
Property or land adjacent to the Property.
The term "affiliate" is used throughout this Agreement to mean any
corporation which directly or indirectly controls, or is controlled by, or is under the common
control of the party.
B. Mutual Indemnifications. Subject to paragraph 11.C. herein, UPLRC and the
Club shall each defend, indemnify and hold the other harmless for injuries to persons and
damage to property relating to its use or operations on the Property caused by its own
negligence or willful misconduct or for claims for which it is strictly liable.
C. Indemnification from the Club. To the extent that the Club is entitled to be
indemnified because of the assignment by UPLRC to the Club of the Access Agreement
described in paragraph 10.B, the Club shall defend, indemnify and hold harmless UPLRC,
UPRC and their affiliates and predecessors in interest and all of their successors, assigns,
officers, directors, shareholders, employees and agents from any and all actions or causes of
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action, claims, demands, levies, judgments, and liability, including strict liability, and from
court costs and reasonable attorneys' fees, related to or in any way connected with the
Property, under common law and under all local, state or federal laws, ordinances, rules and
regulations, including but not limited to environmental laws such as CERCLA and RCRA,
as any of such laws, ordinances, rules and regulations have been and are amended from time
to time.
The Club shall defend, indemnify and hold harmless UPLRC, UPRC and their
affiliates and predecessors in interest and all of their successors, assigns, officers, directors,
shareholders, and employees from any and all actions or causes of action, claims, demands,
levies, judgments and liability, including strict liability, court costs and reasonable attorneys'
fees, from any and all third parties in any way related to or connected with the operations
or activities of the Club or of any agent, affiliate, invitee, subcontractor, representative,
successor or assign of the Club on the Property.
12. Covenants Run With the Land/No Merger.
This Agreement and all of the covenants in it shall be covenants running with the
land and shall be binding upon all parties which succeed to any interest which the Club has
or which it acquires in the Property. The terms in this Agreement, including the
indemnifications and releases in paragraph 11, shall not merge in any deed which UPLRC
provides to the Club.
13. Terms are Contingent.
The terms and conditions in this Agreement are contingent upon either the County
approving a use by special review to the Club or the closing of the sale of the Property from
UPLRC to the Club, as applicable, and, upon such approval or closing, they shall all be
immediately effective.
The parties understand that the obligation of the Club to purchase the Property shall
be contingent upon the Club obtaining financing for the purchase price within the term of
this Agreement and any extensions by the parties to it.
14. Notices.
A. The Club shall provide notice to UPLRC that the County has approved its
application for a use by special review within 48 hours from the time it receives approval.
B. Any notice or communication required or permitted by this Agreement shall
be given in writing either by (a) personal delivery; (b) expedited delivery service with proof
of delivery; (c) United States mail, postage prepaid, and registered or certified mail with
return receipt requested; or (d) prepaid telecopy or fax, the receipt of which shall be
acknowledged, addressed as follows:
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To UPLRC:
With a copy to:
To the Club:
With a copy to:
Union Pacific Land Resources Corporation
c/o Union Pacific Resources Company
Attention: James Parsons
P.O. Box 7
Fort Worth, Texas 76101-0007
Molly Sommerville, Esq.
Burns, Figa & Will, P.C.
One DTC, Penthouse Three
5251 DTC Parkway
Englewood, Colorado 80111
Robert Engle
2885 West 128th Avenue, #1208
Denver, Colorado 80234
David Pehr, Esq.
8787 Turnpike Drive, #280
Westminster, Colorado 80030
or to such other addresses or to the attention of such other persons as a party may designate
in writing. Notice shall be deemed to have been given either at the time of personal delivery
or, in the case of delivery service, mail or telefax,-at the date of receipt.
15. Assignment.
This Agreement shall not be assigned without the prior written consent of the other
party, which consent shall not be unreasonably withheld.
16. Term.
This Agreement shall terminate at the earlier event either that 1) the Club does not
diligently pursue a use by special review with the County; or 2) the County does not grant
the Club a use by special review within 4 months from the date of this Agreement, provided,
however, that in the event that the Club at the end of four months is continuing to diligently
pursue both approval for a special use permit and the financing referred to in paragraph 13,
the parties may mutually agree to extend the term of the Agreement for another four
months.
17. Waiver of Breach.
A waiver by either party of a breach by the other party of a covenant or condition
in this Agreement shall not constitute a waiver of any subsequent breach of this Agreement.
Leniency, delay or the failure by either party to insist upon strict performance of any part
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of this Agreement or of any covenant or condition in this Agreement or to exercise any right
it has under this Agreement in any one or more instances shall not be construed as the
waiver or relinquishment of any term in this Agreement, covenant, condition or right.
18. Governing Law.
The validity, interpretation and performance of this Agreement shall be governed and
construed in accordance with the laws of the State of Colorado.
19. Severability.
If any part of this Agreement is found to be in conflict with applicable laws, such part
shall be inoperative, null and void insofar as it conflicts with such laws; however, the
remainder of this Agreement shall be in full force and effect.
20. Successors and Assigns.
Subject to paragraph 15, this Agreement shall be binding upon and inure to the
benefit of the parties and to their successors and assigns.
21. Incorporation of Exhibit.
Exhibits 1 and 2 are incorporated into this Agreement by this reference.
22. Conflicts.
To the extent that terms, conditions, or the effect of the Exhibits attached to this
Agreement conflict with or modify terms and conditions in this Agreement, the Exhibits shall
be deemed to control.
23. Rules of Construction.
The judicial rules of construction (i) requiring or allowing an instrument to be
construed to the detriment of or against the interests of the maker thereof; and (ii) requiring
or allowing an indemnification provision to be construed to the detriment or against the
interests of the party being indemnified shall not apply to this Agreement.
24. Special Provisions.
In accordance with Section 1445(b)(2) of the Internal Revenue Code, UPLRC,
Federal ID No. 13-2678588, certifies that it is not a foreign corporation and withholding of
Federal Income Tax from the amount realized will not be made by the Club. UPLRC
understands that this certification may be disclosed to the Internal Revenue Service by the
Club and that any false statement made here could be punished by fine, imprisonment, or
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both.
25. Entire Agreement.
This Agreement sets forth the entire understanding between the parties hereto and
supersedes any previous communications, representations or agreements, whether oral or
written. No change of any of the terms or conditions herein shall be valid or binding on any
party unless in writing and signed by both parties. There are no understandings, agreements,
representations or warranties, express or implied, that are not specified terms and conditions
herein.
IN WTTNESS WHEREOF, the undersigned parties have executed this Agreement
and caused this Agreement to be executed by their duly authorized representatives on the
date written above.
WITNESS: UNION PACIFIC LAND RESOURCES
CORPORATION
By:
WITNESS: GREEN MILL SPORTSMEN CLUB
By:
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