HomeMy WebLinkAbout950773.tiff EXHIBIT 2
SPECIAL WARRANTY DEED
UNION PACIFIC LAND RESOURCES CORPORATION, a corporation of the
State of Nebraska, with an address of P.O. Box 7, Fort Worth, Texas 76101, GRANTOR,
for and in consideration of the sum of Ten Dollars ($10.00) in hand paid, conveys to
GREEN MILL SPORTSMEN CLUB,which has an address of c/o Robert Engle, 2885 West
128th Avenue, #1208, Denver, Colorado 80234, GRANTEE, real estate situated in the
County of Weld, State of Colorado, described in Exhibit A attached hereto and hereby made
a part hereof ("described premises").
EXCEPTING from this grant and RESERVING unto the GRANTOR, its successors
and assigns, forever, all oil, gas and associated liquid hydrocarbons now known to exist or
hereafter discovered, together with the sole, exclusive and perpetual right to explore for,
remove, process and dispose of said oil, gas and associated liquid hydrocarbons by any
means or methods suitable to GRANTOR, its successors and assigns, including the right of
access to and use of, such parts of said described lands, upon or below the surface thereof,
as may be necessary or convenient for any purpose in connection with exploration for,
removal, storage, disposition and transportation of said oil, gas and associated liquid
hydrocarbons without thereby incurring any liability whatsoever for damages so caused.
By the acceptance of this deed, GRANTEE specifically acknowledges GRANTOR's
title to the oil, gas and associated liquid hydrocarbons herein reserved, and that other than
payment for damages mentioned below, no other payments will be due.
It is expressly understood and agreed that should payment become due the
GRANTEE,its successors or assigns pursuant to the Agreement dated April 13, 1993 among
Union Pacific Resources Company, Amoco Production Company, Vessels Oil & Gas
Company and GRANTEE, or otherwise, as a result of excessive use (it being understood
that, at common law, the retained interest of GRANTOR is the dominant estate, and
GRANTEE'S interest is the subservient estate) or as a result of damage to the described
premises in the exercise by GRANTOR, its lessees, sublessees, farmoutees, agents, and
representatives, successors and assigns, of the rights herein reserved, the amount due shall
not exceed the value (as determined by the use of the described premises at the time the
damage is sustained) of that portion of the described premises actually used by the
GRANTOR, its successors and assigns, and in no event shall the amount per acre used to
calculate such damage exceed the amount per acre used to determine the purchase price
stated in the Agreement of Sale dated April 12, 1993,between GRANTOR and GRANTEE.
It is also agreed that this covenant with respect to payment of damages resulting from
exercising reserved mineral rights shall be a covenant running with the surface ownership
and shall not be separated therefrom.
It is also understood and agreed that GRANTEE, its successors and assigns, will not
withhold surface owner consent (if GRANTOR in its sole discretion requires such consent),
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prior to GRANTOR, its lessees, sublessees, farmoutees, agents, representatives, successors
and assigns exercising the rights to minerals herein reserved. It is also agreed that the
covenant to not withhold surface owner consent as aforesaid shall be a covenant running
with the surface ownership and shall not be separated therefrom.
By acceptance of this deed, GRANTEE specifically agrees to all of the covenants and
terms and conditions included in it.
This deed is made SUBJECT to the following:
(a) All taxes and assessments, or, if payable in installments, all installments of
assessments, levied upon or assessed against the premises described in Exhibit A
which became or may become due and payable in the year 1993 shall be prorated as
of the date of delivery of this deed by GRANTOR to GRANTEE, said date being
the _ day of , 1993; and GRANTEE assumes and agrees to pay,
or to reimburse GRANTOR for, if paid by it, all such taxes and assessments and
installments of assessments applicable to the period subsequent to the date of
delivery of this deed and assumes all taxes and all assessments and all installments
of assessments which may become due and payable after said year.
(b) All liens, encumbrances, clouds upon, impairments of and defects in the title
created or permitted to be created by GRANTEE on and after the date of delivery
of this deed by GRANTOR to GRANTEE, and any and all restrictions and
limitations imposed by public authority, and any easements, restrictions and/or
outstanding rights of record, and exceptions, reservations and conditions contained
in prior deeds or open and obvious on the ground.
It is expressly understood that the subjacent support for all or portions of the
premises hereby conveyed may have been impaired by mining operations heretofore carried
on beneath the surface thereof, and the sale and conveyance of said premises is upon the
condition that GRANTOR, its predecessors in interest and all of their affiliates, successors
and assigns, shall not be liable for damages resulting therefrom. GRANTEE releases
GRANTOR, 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
GRANTOR or any predecessor or affiliate of GRANTOR, or any agent, lessee or
representative of any of them for the impairment of the subjacent support of the described
premises. GRANTEE and any agent, representative, subcontractor, invitee, successor or
assign of GRANTEE shall enter upon the described premises 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 described premises.
The term "affiliate" is used throughout this Deed Without Warranty to mean any
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corporation which directly or indirectly controls, or is controlled by, or is under common
control of the party.
GRANTEE releases and will not assert, directly or indirectly, any claim of whatsoever
kind or nature against GRANTOR or any affiliate or any predecessor in interest of any of
them or any of their successors or assigns based upon any condition of the above-described
premises, 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 hereafter applicable, with respect to
liability which arises from the operations of GRANTEE or third parties on either the
described premises or land adjacent to the described premises.
To the extent that GRANTEE is entitled to be indemnified because of the
assignment by GRANTOR to GRANTEE of an access agreement between GRANTOR and
Laidlaw Waste Systems (Colorado), Inc. dated October 3, 1991, GRANTEE shall defend,
indemnify and hold harmless GRANTOR and its affiliates or any predecessor in interest of
any of them, and all of their successors, assigns, officers, directors, shareholders, employees
and agents from any and all actions or causes of 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 described premises, 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.
GRANTEE shall defend, indemnify and hold harmless GRANTOR and its affiliates
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 GRANTEE or of any agent,
affiliate, invitee, subcontractor, representative, successor or assign of GRANTEE on the
described premises.
TO HAVE AND TO HOLD, subject to the aforesaid exceptions, reservations and
other provisions, the said premises with all the rights and appurtenances thereunto belonging
unto GRANTEE, its heirs and assigns, forever, and GRANTOR hereby covenants with
GRANTEE that it will warrant and defend the title to the said premises unto the Grantee,
its heirs and assigns, forever, except as hereinbefore mentioned, against the lawful claims of
all persons claiming by, from or under it, but against none other.
In accordance with Section 1445(b)(2) of the Internal Revenue Code, GRANTOR
Federal ID No. 13-2678588, certifies that it is not a foreign corporation and withholding of
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Federal Income Tax from the amount realized will not be made by GRANTEE.
GRANTOR understands that this certification may be disclosed to the Internal Revenue
Service by GRANTEE and that any false statement made here could be punished by fine,
imprisonment, or both.
IN WITNESS WHEREOF, UNION PACIFIC LAND RESOURCES
CORPORATION has caused these presents to be signed by its Attorney-In-Fact this __
day of , 1993.
UNION PACIFIC LAND RESOURCES CORPORATION
By
Its
STATE OF TEXAS )
) ss.
COUNTY OF TARRANT )
The foregoing instrument was acknowledged before me this day of
, 1993, by , as Attorney-In-Fact of
UNION PACIFIC LAND RESOURCES CORPORATION.
WITNESS my hand and official seal.
My commission expires:
Notary Public
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EXHIBIT A
TO SPECIAL WARRANTY DEED
DATED
The land is situated in Weld County, Colorado and is described as follows:
Township 1 North, Range 68 West
Section 20: N2SW4
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