HomeMy WebLinkAbout20240400.tiffPIT(
Heritage
Title Company
Date:
File No.:
Buyer(s)/Borrower(s):
Property:
Assessor Parcel No.:
September 18, 2023
459-HS0823846-416
Cervi Enterprises, Inc., a Colorado corporation
None shown, Greeley, CO 80631
105134000003 and R4253686
7251 W 20th St Building L, #100
Greeley, CO 80634
Phone: 970-330-4522 / Fax: 866-828-0844
PLEASE TAKE NOTE OF THE FOLLOWING REVISED TERMS CONTAINED HEREIN:
WIRED FUNDS ARE REQUIRED ON ALL CASH PURCHASE TRANSACTIONS. FOR WIRING
INSTRUCTIONS, PLEASE CONTACT YOUR ESCROW OFFICE AS NOTED ON THE TRANSMITTAL PAGE
OF THIS COMMITMENT.
To: OXY USA Inc.
1099 18th St.
Denver, CO 80202
Attn: Matthew Wells
Phone: 970-310-3110
Fax:
Email: matthew_wells@oxy.com
END OF TRANSMITTAL
Title Transmittal Printed: 09.18.23 @ 10:39 AM by V
COD1101.doc / Updated: 06.26.23 Page 1
CO -C W-FFAH-01610.114165-H S 0823846
CLTA CHAIN OF TITLE GUARANTEE
Guarantee Number:
Issued By:
re) COMMOnwealthTM
LAND TITLE INSURANCE COMPANY
HS0823846
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE LIMITS OF LIABILITY AND THE CONDITIONS AND
STIPULATIONS OF THIS GUARANTEE,
COMMONWEALTH LAND TITLE INSURANCE COMPANY
a corporation, herein called the Company
GUARANTEES
the Assured named in Schedule A of this Guarantee against actual monetary loss or damage not exceeding the liability
amount stated in Schedule A, which the Assured shall sustain by reason of any incorrectness in the assurances set forth in
Schedule A.
Heritage Title Company - NoCo Region
7251 W 20th St Building L, #100
Greeley, CO 80634
Countersigned By:
/144.7
Terry N. Williams
Authorized Officer or Agent
NNpTITLf "vs
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NEBRAso
Commonwealth Land Title Insurance
Company
By:
Michael J. Nolan, President
Attest:
Marjorie Nemzura, Secretary
CLTA Chain of Title (06/06/1992) Printed: 09.18.23 @ 10:39 AM
Page 2 CO-CW-FFAH-01610.114165-SPS-0-23-HS0823846
NOTICE CONCERNING FRAUDULENT INSURANCE ACTS
(This Notice is Permanently Affixed Hereto)
It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company
for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines,
denial of insurance, and civil damages. Any insurance company or agent of an insurance company who
knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the
purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award
payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the department
of regulatory agencies.
C. R. S. A. § 10-1-128 (6)(a).
Anti -Fraud Claim Statement Printed: 09.18.23 @ 10:39 AM
Page 3 CO-CW-FFAH-01610.114165-SPS-0-23-HS0823846
COMMONWEALTH LAND TITLE INSURANCE
COMPANY
GUARANTEE NO. HS0823846
ISSUING OFFICE:
Heritage Title Company - NoCo Region
7251 W 20th St Building L, #100
Greeley, CO 80634
Main Phone: 970-330-4522
SCHEDULE A
Liability
Fee
Title Officer
$165.00
$165.00
Lynn Vance
1. Name of Assured: OXY USA Inc. and Cervi Enterprises, Inc., a Colorado corporation
2. Date of Guarantee: September 11, 2023 at 12:00 AM
The assurances referred to on the face page are:
That, according to those public records which, under the recording laws, impart constructive notice of matters relating
to the interest, if any, which was acquired by
Cervi Enterprises, Inc., a Colorado corporation
pursuant to a Warranty Deed, Assignment of Leases, Bill of Sale and Assignment recorded June 27, 2005 at
Reception No. 3297977
in and to the land described as follows:
IN TOWNSHIP 4, RANGE 63 WEST OF THE 6TH P.M.:
Section 34: ALL
Only the following deeds appear in such records subsequent to November 30, 1970:
Reception No. 1558158
Reception No. 1686332
Reception No. 1778802
Reception No. 3297977
This Guarantee does not cover:
1. Taxes, assessments, and matters related thereto.
2. Instruments, proceedings, or other matters which do not specifically describe said land.
END OF SCHEDULE A
CLTA Chain of Title (06/06/1992) Printed: 09.18.23 @ 10:39 AM
Page 4 CO-CW-FFAH-01610.114165-SPS-0-23-HS0823846
COMMONWEALTH LAND TITLE INSURANCE
COMPANY GUARANTEE NO. HS0823846
SCHEDULE OF EXCLUSIONS FROM COVERAGE OF THIS GUARANTEE
1. Except to the extent that specific assurances are provided in Schedule A of this Guarantee, the Company assumes no liability for loss or damage
by reason of the following:
(a) Defects, liens, encumbrances, adverse claims or other matters against the title, whether or not shown by the public records.
(b) (1) Taxes or assessments of any taxing authority that levies taxes or assessments on real property; or (2) Proceedings by a public agency
which may result in taxes or assessments, or notices of such proceedings, whether or not the matters excluded under (1) or (2) are shown by
the records of the taxing authority or by the public records.
(c) (1) Unpatented mining claims; (2) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (3) water rights, claims or
title to water, whether or not the matters excluded under (1), (2) or (3) are shown by the public records.
2. Notwithstanding any specific assurances which are provided in Schedule A of this Guarantee, the Company assumes no liability for loss or
damage by reason of the following:
(a) Defects, liens, encumbrances, adverse claims or other matters affecting the title to any property beyond the lines of the land expressly
described in the description set forth in Schedule (A) of this Guarantee, or title to streets, roads, avenues, lanes, ways or waterways to which
such land abuts, or the right to maintain therein vaults, tunnels, ramps or any structure or improvements; or any rights or easements therein,
unless such property, rights or easements are expressly and specifically set forth in said description.
(b) Defects, liens, encumbrances, adverse claims or other matters, whether or not shown by the public records; (1) which are created, suffered,
assumed or agreed to by one or more of the Assureds; (2) which result in no loss to the Assured; or (3) which do not result in the invalidity or
potential invalidity of any judicial or non -judicial proceeding which is within the scope and purpose of the assurances provided.
(c) The identity of any party shown or referred to in Schedule A.
(d) The validity, legal effect or priority of any matter shown or referred to in this Guarantee.
GUARANTEE CONDITIONS AND STIPULATIONS
1. DEFINITION OF TERMS
The following terms when used in the Guarantee mean:
(a) the "Assured": the party or parties named as the Assured in this Guarantee, or on a supplemental writing executed by the Company.
(b) "land": the land described or referred to in Schedule A and improvements affixed thereto which by law constitute real property. The term
"land" does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right, title, interest, estate or
easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways.
(c) "mortgage": mortgage, deed of trust, trust deed, or other security instrument.
(d) "public records": records established under state statutes at Date of Guarantee for the purpose of imparting constructive notice of matters
relating to real property to purchasers for value and without knowledge.
(e) "date": the effective date.
2. NOTICE OF CLAIM TO BE GIVEN BY ASSURED CLAIMANT
An Assured shall notify the Company promptly in writing in case knowledge shall come to an Assured hereunder of any claim of title or interest
which is adverse to the title to the estate or interest, as stated herein, and which might cause loss or damage for which the Company may be liable
by virtue of this Guarantee. If prompt notice shall not be given to the Company, then all liability of the Company shall terminate with regard to the
matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of
any Assured under this Guarantee unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice.
3. NO DUTY TO DEFEND OR PROSECUTE
The Company shall have no duty to defend or prosecute any action or proceeding to which the Assured is a party, notwithstanding the nature of
any allegation in such action or proceeding.
4. COMPANY'S OPTION TO DEFEND OR PROSECUTE ACTIONS; DUTY OF ASSURED CLAIMANT TO COOPERATE
Even though the Company has no duty to defend or prosecute as set forth in Paragraph 3 above:
(a) The Company shall have the right, at its sole option and cost, to institute and prosecute any action or proceeding, interpose a defense, as
limited in (b), or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest as stated
herein, or to establish the lien rights of the Assured, or to prevent or reduce loss or damage to the Assured. The Company may take any
appropriate action under the terms of this Guarantee, whether or not it shall be liable hereunder, and shall not thereby concede liability or
waive any provision of this Guarantee. If the Company shall exercise its rights under this paragraph, it shall do so diligently.
(b) If the Company elects to exercise its options as stated in Paragraph 4(a) the Company shall have the right to select counsel of its choice
(subject to the right of such Assured to object for reasonable cause) to represent the Assured and shall not be liable for and will not pay the
fees of any other counsel, nor will the Company pay any fees, costs or expenses incurred by an Assured in the defense of those causes of
action which allege matters not covered by this Guarantee.
(c) Whenever the Company shall have brought an action or interposed a defense as permitted by the provisions of this Guarantee, the Company
may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to
appeal from an adverse judgment or order.
(d) In all cases where this Guarantee permits the Company to prosecute or provide for the defense of any action or proceeding, an Assured shall
secure to the Company the right to so prosecute or provide for the defense of any action or proceeding, and all appeals therein, and permit
the Company to use, at its option, the name of such Assured for this purpose. Whenever requested by the Company, an Assured, at the
Company's expense, shall give the Company all reasonable aid in any action or proceeding, securing evidence, obtaining witnesses,
prosecuting or defending the action or lawful act which in the opinion of the Company may be necessary or desirable to establish the title to
the estate or interest as stated herein, or to establish the lien rights of the Assured. If the Company is prejudiced by the failure of the Assured
to furnish the required cooperation, the Company's obligations to the Assured under the Guarantee shall terminate.
CLTA Chain of Title (06/06/1992) Printed: 09.18.23 @ 10:39 AM
Page 5 CO-CW-FFAH-01610.114165-SPS-0-23-HS0823846
COMMONWEALTH LAND TITLE INSURANCE
COMPANY GUARANTEE NO. HS0823846
(continued)
5. PROOF OF LOSS OR DAMAGE
In addition to and after the notices required under Section 2 of these Conditions and Stipulations have been provided to the Company, a proof of
loss or damage signed and sworn to by the Assured shall be furnished to the Company within ninety (90) days after the Assured shall ascertain
the facts giving rise to the loss or damage. The proof of loss or damage shall describe the matters covered by this Guarantee which constitute the
basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is
prejudiced by the failure of the Assured to provide the required proof of loss or damage, the Company's obligation to such assured under the
Guarantee shall terminate. In addition, the Assured may reasonably be required to submit to examination under oath by any authorized
representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be
designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether
bearing a date before or after Date of Guarantee, which reasonably pertain to the loss or damage. Further, if requested by any authorized
representative of the Company, the Assured shall grant its permission, in writing, for any authorized representative of the Company to examine,
inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably
pertain to the loss or damage. All information designated as confidential by the Assured provided to the Company pursuant to this Section shall
not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the
Assured to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably
necessary information from third parties as required in the above paragraph, unless prohibited by law or governmental regulation, shall terminate
any liability of the Company under this Guarantee to the Assured for that claim.
6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS: TERMINATION OF LIABILITY
In case of a claim under this Guarantee, the Company shall have the following additional options:
(a) To Pay or Tender Payment of the Amount of Liability or to Purchase the Indebtedness.
The Company shall have the option to pay or settle or compromise for or in the name of the Assured any claim which could result in loss to
the Assured within the coverage of this Guarantee, or to pay the full amount of this Guarantee or, if this Guarantee is issued for the benefit of
a holder of a mortgage or a lienholder, the Company shall have the option to purchase the indebtedness secured by said mortgage or said
lien for the amount owing thereon, together with any costs, reasonable attorneys' fees and expenses incurred by the Assured claimant which
were authorized by the Company up to the time of purchase.
Such purchase, payment or tender of payment of the full amount of the Guarantee shall terminate all liability of the Company hereunder. In
the event after notice of claim has been given to the Company by the Assured the Company offers to purchase said indebtedness, the owner
of such indebtedness shall transfer and assign said indebtedness, together with any collateral security, to the Company upon payment of the
purchase price.
Upon the exercise by the Company of the option provided for in Paragraph (a) the Company's obligation to the Assured under this Guarantee
for the claimed loss or damage, other than to make the payment required in that paragraph, shall terminate, including any obligation to
continue the defense or prosecution of any litigation for which the Company has exercised its options under Paragraph 4, and the Guarantee
shall be surrendered to the Company for cancellation.
(b) To Pay or Otherwise Settle With Parties Other Than the Assured or With the Assured Claimant.
To pay or otherwise settle with other parties for or in the name of an Assured claimant any claim assured against under this Guarantee,
together with any costs, attorneys' fees and expenses incurred by the Assured claimant which were authorized by the Company up to the
time of payment and which the Company is obligated to pay.
Upon the exercise by the Company of the option provided for in Paragraph (b) the Company's obligation to the Assured under this Guarantee
for the claimed loss or damage, other than to make the payment required in that paragraph, shall terminate, including any obligation to
continue the defense or prosecution of any litigation for which the Company has exercised its options under Paragraph 4.
7. DETERMINATION AND EXTENT OF LIABILITY
This Guarantee is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Assured claimant who has suffered
loss or damage by reason of reliance upon the assurances set forth in this Guarantee and only to the extent herein described, and subject to the
Exclusions From Coverage of This Guarantee.
The liability of the Company under this Guarantee to the Assured shall not exceed the least of:
(a) the amount of liability stated in Schedule A or in Part 2;
(b) the amount of the unpaid principal indebtedness secured by the mortgage of an Assured mortgagee, as limited or provided under Section 6 of
these Conditions and Stipulations or as reduced under Section 9 of these Conditions and Stipulations, at the time the loss or damage assured
against by this Guarantee occurs, together with interest thereon; or
(c) the difference between the value of the estate or interest covered hereby as stated herein and the value of the estate or interest subject to
any defect, lien or encumbrance assured against by this Guarantee.
8. LIMITATION OF LIABILITY
(a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures any other matter assured against by this
Guarantee in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully
performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby.
(b) In the event of any litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until
there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title, as
stated herein.
(c) The Company shall not be liable for loss or damage to any Assured for liability voluntarily assumed by the Assured in settling any claim or
suit without the prior written consent of the Company.
9. REDUCTION OF LIABILITY OR TERMINATION OF LIABILITY
All payments under this Guarantee, except payments made for costs, attorneys' fees and expenses pursuant to Paragraph 4 shall reduce the
amount of liability pro tanto.
CLTA Chain of Title (06/06/1992) Printed: 09.18.23 @ 10:39 AM
Page 6 CO-CW-FFAH-01610.114165-SPS-0-23-HS0823846
COMMONWEALTH LAND TITLE INSURANCE
COMPANY GUARANTEE NO. HS0823846
(continued)
10. PAYMENT OF LOSS
(a) No payment shall be made without producing this Guarantee for endorsement of the payment unless the Guarantee has been lost or
destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company.
(b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or
damage shall be payable within thirty (30) days thereafter.
11. SUBROGATION UPON PAYMENT OR SETTLEMENT
Whenever the Company shall have settled and paid a claim under this Guarantee, all right of subrogation shall vest in the Company unaffected by
any act of the Assured claimant.
The Company shall be subrogated to and be entitled to all rights and remedies which the Assured would have had against any person or property
in respect to the claim had this Guarantee not been issued. If requested by the Company, the Assured shall transfer to the Company all rights and
remedies against any person or property necessary in order to perfect this right of subrogation. The Assured shall permit the Company to sue,
compromise or settle in the name of the Assured and to use the name of the Assured in any transaction or litigation involving these rights or
remedies.
If a payment on account of a claim does not fully cover the loss of the Assured the Company shall be subrogated to all rights and remedies of the
Assured after the Assured shall have recovered its principal, interest, and costs of collection.
12. ARBITRATION
Unless prohibited by applicable law, either the Company or the Assured may demand arbitration pursuant to the Title Insurance Arbitration Rules
of the American Land Title Association.
Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Assured arising out of or relating to
this Guarantee, any service of the Company in connection with its issuance or the breach of a Guarantee provision or other obligation. All
arbitrable matters when the Amount of Liability is One Million And No/100 Dollars ($1,000,000) or less shall be arbitrated at the option of either the
Company or the Assured. All arbitrable matters when the amount of liability is in excess of One Million And No/100 Dollars ($1,000,000) shall be
arbitrated only when agreed to by both the Company and the Assured. The Rules in effect at Date of Guarantee shall be binding upon the parties.
The award may include attorneys' fees only if the laws of the state in which the land is located permits a court to award attorneys' fees to a
prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof.
The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules.
A copy of the Rules may be obtained from the Company upon request.
13. LIABILITY LIMITED TO THIS GUARANTEE; GUARANTEE ENTIRE CONTRACT
(a) This Guarantee together with all endorsements, if any, attached hereto by the Company is the entire Guarantee and contract between the
Assured and the Company. In interpreting any provision of this Guarantee, this Guarantee shall be construed as a whole.
(b) Any claim of loss or damage, whether or not based on negligence, or any action asserting such claim, shall be restricted to this Guarantee.
(c) No amendment of or endorsement to this Guarantee can be made except by a writing endorsed hereon or attached hereto signed by either
the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company.
14. NOTICES, WHERE SENT
All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this
Guarantee and shall be addressed to the Company at:
Commonwealth Land Title Insurance Company
P.O. Box 45023
Jacksonville, FL 32232-5023
Attn: Claims Administration
END OF CONDITIONS AND STIPULATIONS
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1111111 11111 lull 1111111 11111 1111111111 III 11111 uii ml
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WARRANTY DEED, ASSIGNMENT OF LEASES,
BILL OF SALE AND ASSIGNMENT
(Blanket Conveyance - All Property in Weld County)
(Confirmation of Prior Conveyance)
STATE OF COLORADO §
§ KNOW ALL MEN BY THESE PRESENTS, THAT:
COUNTY OF WELD §
This Warranty Deed, Assignment of Leases and Bill of Sale ("Agreement") is entered into
effective as of May 1, 2004 (the "Effective Date") by MIKE CERVI ("Grantor") and CERVI
ENTERPRISES, INC., a Colorado corporation ("Grantee"). Pursuant to that certain Warranty
Deed, Assignment of Leases, Bill of Sale and Assignment dated May 1, 2005 and recorded in
Weld County, Colorado under Reception No. 3290313 (the "Original Deed"), the property
conveyed hereby was conveyed by Grantor to Grantee. However, title to such property was held
in the name "Mike Cervi" rather than "Michael Eugene Cervi," as Grantor was listed in the
Original Deed. Grantor is executing this Agreement to confirm the conveyance made by the
Original Deed.
On or about the date hereof, Grantor has executed a Warranty Deed, Assignment of Leases
and Bill of Sale in favor of Grantee, conveying to Grantee certain specifically described real and
personal property and leases in Weld County, Colorado (the "Roggen Ranch Deed"), which deed
has also been executed in confirmation of a prior conveyance of such property which also listed
Grantor as "Michael Eugene Cervi." Within the Roggen Ranch Deed, Grantor reserved a
specifically described tract or parcel of land, a description of which is set forth on Exhibit B
attached hereto (the "Homestead Tract"), and certain easements for the benefit of the Homestead
Tract. It is the intent of Grantor and Grantee that this Agreement transfer and convey to Grantee
all remaining land in Weld County, Colorado that is owned by Grantor, other than the real
property covered by the Roggen Ranch Deed, the Homestead Tract, and the easements benefiting
the Homestead Tract.
Warranty Deed
Grantor, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Grantor, has GRANTED, BARGAINED, CONTRIBUTED and CONVEYED
and by these presents does GRANT, BARGAIN, CONTRIBUTE and CONVEY unto Grantee,
and Grantee's successors, legal representatives and assigns, the following described tracts or
parcels of land, together with all fixtures and improvements located thereon (the "Subject
Property"):
(a) BEING the real property more particularly described on Exhibit A attached
hereto (the "Land"), together with all right, title and interest of Grantor in
and to (i) all streets, roads, alleys, easements, rights -of -way, licenses,
rights of ingress and egress, vehicle parking rights and public places,
existing or proposed, abutting, adjacent, used in connection with or
pertaining to the Land or the improvements located thereon, (ii) any strips
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or gores of land between the Land and abutting or adjacent properties, and
(iii) all water and water rights, timber and crops pertaining to the Land;
(b) All of Grantor's right, title and interest in and to any and all oil, gas and
other minerals and mineral interests pertaining to the Land, and all of
Grantor's right, title and interest in and to any other oil, gas and other
minerals and mineral interests located in Weld County, Colorado; and
(c) Subject to the reservations set forth herein and in the Roggen Ranch Deed,
all of Grantor's right, title and interest in and to any other real property in
Weld County, Colorado in which Grantor may own an interest, whether or
not such real property is described on Exhibit A attached hereto.
SAVE AND EXCEPT, and there is hereby expressly reserved unto Grantor and excepted from
this conveyance, that certain tract or parcel of land more particularly described on Exhibit B
attached hereto (the "Homestead Tract"), together with all fixtures an improvements located
thereon, and all easements previously or contemporaneously reserved by Grantor in connection
therewith.
This conveyance is made and accepted expressly subject to (i) liens securing payment of ad
valorem taxes for the year 2005 and subsequent years, and subsequent assessments for prior years
due to change in land usage or ownership, and (ii) all restrictions, easements, rights -of -way, all
prior conveyances and reservations of oil, gas and other mineral interests and royalty interests, all
oil, gas and other mineral leases, maintenance and assessment charges and liens securing same,
building set back lines, zoning laws and ordinances of governmental authorities, and all covenants
and agreements, if any, of record in the Real Property Records (Office of the County Clerk and
Recorder) of Weld County, Colorado to the extent that such matters are presently valid, subsisting
and affect the Subject Property. Ad valorem taxes on the Subject Property for the year 2005 have
been prorated between the parties and payment of such taxes is assumed by Grantee.
TO HAVE AND TO HOLD the Subject Property, together with all and singular the rights
and appurtenances thereto and in anywise belonging, unto the Grantee and Grantee's successors,
legal representatives and assigns forever; and Grantor does by these presents bind Grantor and
Grantor's heirs and personal representatives to WARRANT and FOREVER DEFEND, all and
singular, the Subject Property unto Grantee and Grantee's successors, legal representatives and
assigns against every person whomsoever lawfully claiming or to claim the same or any part
thereof, by, through or under Grantor, but not otherwise .
Assignment and Assumption of Leases
Grantor, for the same consideration provided for above, has ASSIGNED,
TRANSFERRED and CONVEYED and by these presents does ASSIGN, TRANSFER and
CONVEY unto Grantee, and Grantee's successors, legal representatives and assigns, all of
Grantor's right, title and interest as Tenant in and to any and all leases covering land in Weld
County, Colorado (the "Leases"). This assignment includes all of Grantor's interest as tenant in
and to the Leases and the leasehold estates created thereby, and all of the rights, benefits and
privileges of the tenant thereunder, including without limitation an amount equal to all security
deposits and prepaid rentals made under the Leases and not forfeited, but subject to all terms,
conditions, reservations and limitations set forth in each of the Leases.
-2-
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TO HAVE AND TO HOLD the Leases, together with all and singular, the rights and
appurtenances thereto and in anywise belonging, unto the Grantee, its successors and assigns
forever, and Grantor does hereby bind itself, and its successors and legal representatives to
WARRANT and FOREVER DEFEND, all and singular, the Leases unto Grantee, its successors
and assigns, against every person whomsoever lawfully claiming or to claim the same or any part
thereof, by, through, or under Grantor, but not otherwise.
Grantee hereby accepts, assumes and agrees to be bound by and to perform, observe,
comply with and fully discharge all of the terms, conditions, provisions, duties, covenants,
agreements and obligations set forth in the Leases that are binding upon or are to be performed,
observed and complied with and discharged by Grantor on or after the Effective Date of this
Agreement. Grantee covenants and agrees to INDEMNIFY, DEFEND and HOLD Grantor
HARMLESS from and against any and all losses, liabilities, claims or causes of action existing in
favor of or asserted by the Landlord under the Leases arising out of or relating to acts or
omissions occurring from and after the date hereof that arise from or are related to the Leases or
the obligations of the Tenant thereunder.
Bill of Sale and Assignment
Grantor, for the consideration described above, has ASSIGNED, BARGAINED,
CONTRIBUTED and DELIVERED, and by these presents does ASSIGN, BARGAIN,
CONTRIBUTE and DELIVER unto the said Grantee the following described tangible and
intangible personal property, licenses and contract rights (collectively, the "Personally"):
(a) All crops and all cattle and other livestock of any kind located on the
Subject Property or the Lease Property;
(b) All inventory, including all goods, merchandise, raw materials, supplies
and other tangible personal property located on the Subject Property or the
Lease Property;
(c) All accounts, accounts receivable, contract receivables, contract rights,
notes, drafts, acceptances, instruments, chattel paper and general
intangibles, and all guarantees and suretyship agreements relating thereto
and all security for payment thereof, relating to Grantor's business
conducted from or in any way arising from or related to the Subject
Property or the Lease Property;
(d) All equipment, furniture, furnishings, machinery, tractors, trailers, farm
implements, fences and other tangible personal property and fixtures of any
kind located on, attached to or used in connection with the ownership,
maintenance, or operation of the Subject Property or the Lease Property;
(e) All licenses, permits, authorizations, consents, variances, waivers,
approvals, occupancy certificates and the like, from any Federal, state,
county, municipal or other governmental or quasi -governmental body,
agency, department, board, commission, bureau or other entity or
instrumentality affecting the use or operation of the Subject Property or the
Lease Property, but only to the extent that Grantor's interest in the same
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are or may be transferable or assignable by Grantor (collectively, the
"Permits"), including, without limitation, water well permits.
(t) All (i) contracts or agreements, such as maintenance, service, or utility
contracts related to the Subject Property or the Lease Property (collectively,
the "Contracts"), (ii) warranties, guaranties, indemnities, and claims
relating to the Subject Property or the Lease Property, (iii) insurance
contracts or policies relating to the Subject Property or the Lease Property,
and (iv) other property (real, personal, or mixed), owned or held by
Grantor that relates, in any way, to the design, construction, ownership,
use, leasing, maintenance, service, or operation of the Subject Property or
the Lease Property.
(g) All benefits payable or otherwise afforded by any state or Federal crop,
dairy or other commodity program (including, without limitation, all
payment rights, subsidy payments, insurance, price support payments,
entitlements and other rights and benefits) related to the Subject Property,
the Lease Property or the activities conducted thereon, or the other
Personalty described above (including, without limitation, all programs
administered by the U.S. Department of Agriculture and the Farm Credit
Administration).
TO HAVE AND TO HOLD the Personalty unto the Grantee, its successors and assigns
forever. Grantor warrants and agrees to defend title to the Personalty unto the Grantee, its
successors and assigns, against every person whomsoever lawfully claiming or to claim the same,
or any part thereof.
Grantee hereby accepts, assumes and agrees to be bound by and to perform, observe,
comply with and fully discharge all of the terms, conditions, provisions, duties, covenants,
agreements and obligations set forth in the Contracts and Permits that are binding upon or are to
be performed, observed and complied with and discharged by Grantor, to the extent that they arise
and relate to periods from and after the date hereof. In addition, Grantee shall and does hereby
indemnify Grantor from, and save and hold Grantor harmless from, any and all liability, loss or
damages which may or might be incurred under any of the Contracts or Permits to the extent that
they arise and relate to periods from and after the date hereof.
EXECUTED as of the dates of the acknowledgements set forth below, to be EFFECTIVE
for all purposes as of the Effective Date first set forth above.
GRANTOR:
Address of Grantee:
P.O. Box 1930
Greeley, Colorado 80632
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Attest:
Edward E. Hartline
Secretary
THE STATE OF COLORADO
COUNTY OF W 2 la
This instrument was acknowledged before me on theo3 day of c---;),,
2005 by Mike Cervi.
§
§
§
GRANTEE:
Cervi Enterprises, Inc.
Mike Cervi
President
THE STATE OF COLORADO
COUNTY OF 1,33, d
This instrument was acknowledged before me on thep73 day of
2005 by Mike Cervi, President of Cervi Enterprises, Inc., a Colorado co
§
§
§
Notary Public in for
The State of C S L I R A D
After recording, return to:
Mr. Edward E. Hartline
Brown McCarroll, LLP
1111 Bagby, Suite 4700
Houston, Texas 77002
HOU:331169.1
1.812
otary Public in ans4 or
The State ofCOL ' RA DO
LA_moo
oration.
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Attached to conveyance from
Michael Eugene Cervi
To
Cervi Enterprises, Inc.
Legal Description
(Weld County, Colorado)
IN TOWNSHIP 10 NORTH, RANGE 56 WEST OF THE 6TH P.M.:
Exhibit A
Section 11: N1/2
Section 15: S1/2SW1/4; SW1/4NWI/4
Section 21: N1/2NW1/4
Section 22: NI/2;N112SW1/4
Section 27: S1/2
EXCEPTING THEREFROM a parcel of land conveyed to The Department of Highways, State
of Colorado, by Deed recorded May 20, 1963 in Book 1647 at Page 155, being more
particularly described as follows: A triangular tract of land located in the southeast corner of
said Section 27, the Southerly and Easterly boundaries of said tract coincide with the existing
Northerly and Westerly County road right of way limits, and said triangular tract measures 30
feet along each of the above described boundaries. Said County road right of way limits to
coincide with existing right of way lines or fences.
ALSO EXCEPTING THEREFROM a parcel of land conveyed to United States of America, by
Deed recorded July 17, 1963 in Book 1653, at Page 65, being more particularly described as
follows: A tract of land situated in the NE1/4 SE1/4 of said Section 27, as follows:
COMMENCING at the East quarter corner of said Section 27; thence South 32°18'12" West
for a distance of 337.34 feet to the POINT OF BEGINNING of said tract of land to be
described; thence South for a distance of 340.00 feet; thence west for a distance of 220.00 feet;
thence North for a distance of 340 feet; thence East for a distance of 220.00 feet to the POINT
OF BEGINNING.
Section 28: N1/2; SE1/4; E1/2SW1/4
Section 33: N1/2NE1/4; SE1/4NE1/4
IN TOWNSHIP 3 NORTH, RANGE 63 WEST OF THE 6TH P.M.:
Section 1: All
Section 3: All
Section 4: All
Section 9: All
Section 10: All
Section 11: All
Section 12: NW1/4; N1/2S1/2
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Section 13: All
Section 14: NW 114
Section 15: All
Section 21: All
Section 22: E 1 /2SW 114; W1/2SE1/4
/2SE 114
Section 23: All
Section 24: SW1/4; N1/2NW1/4NE1/4; N1/2S1/2NW1/4NE1/4; E1/2SW114NE1/4;
SW1/4SW1/4NE1/4; S1/2N1/2SE1/4; NW1/4NW1/4SE1/4; S1/2NE1/4NW1/4SE1/4;
NE1/4NE1/4SE1/4; N1/2NW1/4NE1/4SE1/4; SE1/4SE1/4; N1/2SW1/4SE1/4;
S1/2S1/2SW1/4SE1/4;N1/2NE1/4NW1/4SE1/4; N1/2SW1/4SW1/4SE1/4.
Section 25: All
Section 26: N1/2; SE1/4
Section 27: All
Section 33: E1/2
Section 34: All
Section 35: All
IN TOWNSHIP 4 NORTH, RANGE 63 WEST OF THE 6TH P.M.:
Section 13: That part of Section described as follows: Beginning at the Southeast corner of said
Section; thence North along the East line of said Section, 3777.7 feet to a point on the South
line of what is known as "The Lincoln Highway"; thence along said highway right of way line,
as follows: North 85°5a W, 197 feet; South 64°51' W, 506 feet; and North 84° W, 324 feet;
thence South, parallel with the East line of said Section, 3593.8 feet to a point on the South
line thereof; thence South 89° E, along said South line, 976 feet to the point of beginning.
Section 21: All
Section 22: All
Section 23: All
Section 24: All
Section 25: All
Section 26: All
Section 27: All
Section 28: All
Section 33: All
Section 34: All
Section 35: All
IN TOWNSHIP 4 NORTH, RANGE 63 WEST OF THE 6TH P.M.:
All those portions of Sections 10, 11, 13, 14, and 15, lying South of the right of way for State
Highway 34., EXCEPTING THEREFROM the East 976 feet of said Section 13.
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Legal Description — Homestead Tract
Exhibit B
The SWI/4 SW1/4 SW1/4 of Section 29, the SW1/4 SE1/4 SE1/4 of Section 30, the NE1/4
NE 114 NE 114 of Section 31 and the NW1/4 NW1/4 NW1/4 of Section 32, all in Township 3
North, Range 62 West, Weld County, Colorado.
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