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3297977 06/27/2005 03:15P Weld County, CO
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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.
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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 "Personalty"):
(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.
(f) 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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3297977 06/27/2005 03:15P Weld County, CO
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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 theo� day of c---;),,
2005 by Mike Cervi.
§
§
§
GRANTEE:
Cervi Enterprises, Inc.
Mike Cervi
President
THE STATE OF COLORADO
COUNTY OF lAi.� 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 L 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 anor
The State ofCOL RADO
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; SW1/4NW1/4
Section 21: N1/2NW1/4
Section 22: NI/2;N1/2SW1/4
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; W 1 /2SE 114
Section 23: All
Section 24: SW1/4; N1/2NW1/4NE1/4; NI/2S1/2NW1/4NE1/4; E1/2SW114NE1/4;
SW1/4SW1/4NE1/4; S1/2N1/2SE1/4; NW1/4NW1/4SE1/4; S1/2NE1/4NW1I4SE1/4;
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 NW 114 NW 114 NW 114 of Section 32, all in Township 3
North, Range 62 West, Weld County, Colorado.
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