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HomeMy WebLinkAbout20183608.tiff INVENTORY OF ITEMS FOR CONSIDERATION Applicant NWC Development LLC Case Number USR18-0080 Submitted or Prepared Prior to At Hearing Hearing 1 SPO Freeman Letter of Disclosure dated February 9 , 2018 2 Crossing Agreement Roullard Lateral Company dated September 24 , 2018 3 Crossing Agreement Whitney Irrigation Company dated October 4 , 2018 4 Crossing Agreement New Cache la Poudre Irrigating ati n Company dated g g p Y October 4 , 2018 5 SPO Hester Farms , Inc. Letter of Support, received October 8 , 2018 6 Crossing Agreement Pierce Lateral Ditch Company dated October 12 , 2018 f . - i. 7 Applicant's PPT Presentation 8 Crossing Agreement for Miles Lateral Irrigation Company dated October 182 2018 9 Planning Staff Memorandum , requested modifications to Recommendation 10 11 12 13 I I hereby certify that the items identified herein were submitted to the Department of Planning Services at or prior to lh . schedulId Planning Commissioners hearing . s i. c ., , , C . Kim Oc e Planner MW- MICHAEL K. FREEMAN es64z, 'Fri aiihers 13377 WCR 84 Ault, CO 80610 February 9, 2018 Wayne W . Williams Colorado Secretary of State 1700 Broadway, Suite 200 Denver, CO 80290 Re : Disclosure Pursuant to C.R.S. § 24- 18 - 110 — NWC Development, LLC, Gas Pipeline Extension Project in Weld County, Colorado Dear Secretary of State Williams : NWC Development, LLC ("NWC") is proposing to extend two 20-inch gas pipelines through Weld County, Colorado ("the Project") . The Project may require the approval of a Use-by- Special Review ("USR") Permit is sued by the Board of County►, Commissioners of Weld County ("the Board") , 1 am a member of the Board. My wife, Janine L , Freeman, and I were contacted by NWC regarding the Project in January, 2018 . We were told that NWC desires to buy an option to purchase an easement for the placement of the two pipelines over property owned by Janine and me which is located on the north side of Weld County Road 84 The property is listed in the Office of the Weld County Assessor as Account Number 80515801 . A map showing the approximate location of the proposed easement which the option would secure is enclosed. NWC provided the written option to Janine and me on February 2, 2018 , We intend to accept WC' s offer to buy the option. As of this date, it is my understanding that NWC has not filed an application at Planning for a USR Permit, Additionally, the company has not yet contacted Planning to set a pre-application meeting. I have had no communication with Planning staff or my fellow Weld County Commissioners about the Project, Because I have personal and private interests which may be affected by the Project, and in accordance with the requirements of C. , S . § 24- 18 - 109(3 ) (a), I will not be participating in the Board' s possible hearing for the Project ' s USR Permit and I will not be voting thereon. Additionally, I will not be speaking with any of my fellow Weld County Commissioners or Weld County Department of Planning Services ("Planning") staff about the Project, and therefore will not be "attempting to influence the decisions of the other members of the [Board] in voting on the matter," as prohibited by C, . . § 24 - 18 - 109(3)(a) . EXHIBIT • + O 5 c.c.s ` testis ) . % to o locu 1 a t Letter, Wayne W. 'illias Februsq 9, 2018 Page Please let me know if there is any other information I. should be sending to you regarding this issue. I am providing a copy of this disclosure letter to the Board so that my fellow Commissioners and Planning staff members are informed of my intentions. Sincerely, Trii121444,,san. Mike Freeman Weld County Commissioner pa Board of County Commissioners of Weld County NOP , - mei f • S 0 , .11 3. eadOir et Witt 1 134 • ti •-.a id �'I 7. . is. . : *. v • °;1 1 i k. F 41 . ..4 4k . v ' '`` not PI i i y • Y 14 • , .i �f �_ 1 • v - - i-IN • IIIIIWill k, 'I • F 1 • 1 Y • II • ' ,,1/ MA- . -r 0 - . .. . - ; __ u 41 litligile"T I . - - _ ogoer it _ . diti "1" eh'--40"- e-e ' i ' . : _ - ; lilliaililles f w • r rj eillarri si .eYE? Mr t Al - • - EI C r/ • -�. v _ - Y u iirj- Or I ., Ill ut .---12= 4"1111.11) A z Z ter I . .t.r.. . •a_im tial ... . _ . t II . _4-0-- . 1. di . , �, I_ _ . _ .., l,„, I' 4• A. Y�.r Orr 4 4.. - A - ,b-alinttK. 4 - • = I J - I - " - - • ‘Ii 1_ S. -. 'it'll '.— - 111111111-r . J 1 ce d • I' .. l I , Ss f L 1 " III _000151/4ysidais t s t Car ` • - A, 4433386 09/24/2018 04 : 04 PM Total Pages: 10 Rec Fee : $58 . 00 Carly Koppel - Clerk and Recorder, Weld County , CO CROSSING AGREEMENT ENT THIS CROSSING AGREEMENT ("Agreement") is made and entered into this ,o2 t -day of September, 2018, by and between Roullard Lateral. Company C"Grantor' , and NWC Development, LL ("Grantee"). The parties may be collectively referred to as the "Parties. " RECITALS A, Grantor is the owner of that certain irrigation and ditch system known as the Roullard Lateral (the "Ditch"), located in Weld County, Colorado, B. Grantor has a prescriptive easement for the Ditch by virtue of historic use but may not have fee ownership of the underlying land . C. Grantee desires an easement to cross the Ditch and to construct, install, lay, maintain, repair, replace, operate, inspect, survey, and remove if necessary a twenty (20) inch natural gas pipeline ("the Pipeline") by boring under the Ditch at the following locations ; One location in the Southwest Quarter of Section 31 , Township 7 North, Range 66 West, in Weld County, CO in accordance with the plans and specifications for a project (the "Project") as more particularly described and as shown on Exhibit A, attached hereto and made a part hereof by this reference; • One location in the Southeast Quarter of Section 12, Township 6 North, Range 67 West, in Weld County, CO in accordance with the plans and specifications for a project (the "Project") as more particularly described and as shown on Exhibit A, attached hereto and made a part hereof by this reference; and • Two locations in the Northwest Quarter of Section 6, Township 6 North, Range 66 West, in Weld County, CO in accordance with the plans and specifications for a project (the "Project") as more particularly described and as shown on Exhibit A, attached hereto and made a part hereof by this reference, D . Grantee understands and assumes the inherent risk of damage that may be caused to the Pipeline being placed under the Ditch due to seepage, soil conditions, settling, corrosion, and/or Grantor' s operation and maintenance of the Ditch. E . Grantee has provided construction drawings, specifications and/or other documentation requested by Grantor for its staff, its engineers and/or its attorneys to review. A copy of the construction plans for the Pipeline are attached hereto and incorporated herein by reference as Exhibit B. EXHIBIT qtStt6 6080 4433386 09/24/2018 04 : 04 PM Page 2 of 10 F. Having had the opportunity to review the above mentioned documentation, Grantor is willing to grant the crossing and the easement (the "Easement") desired by Grantee, NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for valuable consideration, the adequacy of which is hereby acknowledged, the Parties mutually agree as follows : 1 . The above Recitals are accurate and are incorporated herein by reference. 2. It is understood that this instrument shall grant to Grantee only such rights as specifically stated herein or as otherwise agreed upon in writing by the Parties. In addition to this instrument, Grantee agrees to obtain from the landowners who have fee simple title to the lands upon which Grantor's property is located an easement or other written permission to cross such lands, 4 . Grantor does grant to Grantee, its successors and assigns, a perpetual, non-exclusive easement to construct, ins ll, lay, maintain, repair, replace, operate, inspect, survey, and remove the Pipeline, including all underground improvements and appurtenances thereto, under the Ditch at the specific locations and in the manner designated and referred to on Exhibit A. 5 . Grantor further grants the Grantee, its successors and assigns, the right of ingress and egress as is reasonable and necessary. for the exercise of the Grantee ' s rights granted herein. 6. Furthermore, Grantor does grant to Grantee, it successors and assigns, the right to mark the location of the Easement and/ or the Pipeline with suitable markers set in or on the ground , which Grantee agrees to do, provided that said markers shall be placed in locations which will not interfere with any reasonable use of the Ditch by the Grantor. 7. The Easement shall be perpetual unless Grantee abandons the Pipeline for a period of ten (10) years after which time the Easement shall be deemed abandoned and terminated, 8 . The scope of this Agreement and the extent of the Easement granted hereby are limited to the extent reasonably necessary to complete the Project and to maintain, repair, replace, operate, inspect, survey, and remove the Pipeline. If the Project is altered or if the Pipeline must be moved, altered or enlarged at any time, notice of the same must be given to Grantor, and this Agreement will be considered null and void, and a new agreement will be required. 9. Grantee agrees that its Pipeline shall be installed by boring al least. ten 010) feet below the bottom of the Ditch. 10. Grantee agrees not to commence to construct and install the Pipeline without first having given Grantor at least five (5) days notice prior to the commencement of work to be 2 4433386 09/24/2018 04 : 04 PM Page 3 of 10 undertaken, and having obtained the consent and approval from Grantor, which approval will not be unreasonably withheld. Grantor reserves the right to have its employees an€l/or its engineers on the premises as it feels necessary to inspect the work, A request for permission to commence construction of the Pipeline will be directed to Grantor as follows: Ken Knievel, President koullard Lateral Company 970-217- 1400 If, during the course of construction of the Pipeline, Grantee encounters =foreseen problems or issues, or if the Grantee changes the plans from those set forth on Exhibit A, the Grantee agrees to contact the Grantor to discuss any such issues or proposed revisions to Exhibit A. The Grantee also agrees to notify Grantor when the Project has been completed. Construction is expected to occur between November 1 , 2018 and March 31 , 2019. 11 , Grantor also agrees not to commence any work related to maintenance, repair, replacement, inspection, and/or removal of the Pipeline (except for emergencies) without first having given Grantor at least ten ( 10) days notice prior to the commencement of such work, and having obtained the consent and approval from Grantor, which approval will not be unreasonably withheld. Approval shall be withheld if the necessary drawings, specifications and/or any other documentation requested by Grantor is either not submitted by Grantee or is deemed insufficient to evaluate the work to be undertaken, Grantor reserves the right to have its engineers review any such drawings, specifications or other documentation. In the event the Grantor's engineer and the Grantee' s engineer disagree, the Parties will agree to attempt to work as cooperatively as possible toward a resolution. If a resolution cannot be reached, the requirements of the Grantor' s engineer shall prevail. Once Grantee receives approval to commence the work to be undertaken, Grantor further reserves the right to have its employees and/or its engineers on the premises as it feels necessary to inspect the work, 12 . Grantee agrees that in constructing, laying, installing, maintaining, repairing, replacing, operating, inspecting, surveying, and/or removing the Pipeline, whether in an emergency or not, it shall do so in such a manner as not to damage the Ditch, embankments, fences, roads or other property associated with the Ditch, and so as not to compromise the Row of water or the water quality in the Ditch. The determination of whether or not damage or compromise has occurred shall be within the sole discretion of Granter. By exercising its right to have its employees and/or its engineers on the premises for the purpose of inspecting any work related to the constructing, laying, installing, maintaining, repairing, replacing, inspecting, surveying, and/or removing the Pipeline, shalt in no way be construed as to alleviate Grantee of its responsibility to perform any such work in accordance with this section, nor shall it be construed to alleviate Grantee of the liabilities associated with not complying with this or any other section of this Agreement. 3 44 386 09/ 24/2018 04 : 04 PM Page 4 of 10 13 . Any and all excavations made by Grantee in its constructing, laying, installing, maintaining, repairing, replacing, operating, inspecting, sursreying, and/or removing shall be immediately leveled off, and any damage to the Ditch, embankments, fences, roads or other property associated with the Ditch (excluding the damage caused by the intentional wrongdoing or negligence of Grantor) shall be promptly repaired to the reasonable satisfaction of Grantor and at the expense of Grantee, 14. Grantee agrees that it will at all times maintain the Pipeline and repair all breaks, leaks and damages therein and thereto at its own expense . Grantee further agrees that, if by reason of any break, leak or damage to the Pipeline (excluding breaks, leaks or damage caused by the intentional wrongdoing or negligence of Grantor), damage in and to the Ditch and injury to the properties of Grantor and/or property owners adjacent to the Ditch and its embankments is sustained, including damages sustained by Grantor' s stockholders or water users, then Grantee will, with all due diligence and at its own expense, repair and replace such property in the same condition as such property was in prior to such break, leak or damage in and to the Pipeline, In the event water carried by the Ditch becomes contaminated as a result of such break, leak or damage to the Pipeline, Grantee shall compensate Grantor the value of water determined to be lost due to the contamination. To the extent permitted by law, Grantee agrees to assume responsibility for the costs of any damages sustained by Grantor or its stockholders, water users, or adjacent property owners as a result of any such break, leak or damage, 15 . Grantee further agrees that, if at any time the Pipeline causes any settling in the Ditch embankments, the roads thereon, or any part of the Ditch (excluding any settling caused by the intentional wrongdoing or negligence of Grantor), it will, at its own expense and upon notification by Grantor, immediately make all reasonable repairs required by Grantor. 16. To the extent permitted by law, Grantee further agrees to indemnify and hold harmless Grantor, its successors, assigns, employees, agents and stockholders on account of any damage or loss sustained by them or any of them arising by reason of the construction, laying, installation, maintenance, repair, replacement, operation, inspection, survey, and/or removal the pipeline, excluding damage or loss caused by the intentional wrongdoing or negligence of Grantor. 17 . If, in the future, Grantor should desire to enlarge, deepen or otherwise change or relocate p g the Ditch or to construct any other canal, ditch or waterway on the Ditch or to do any other thing incident to the operation of the Ditch or any other portion of the irrigation system of Grantor that can impact the Grantee's shareholders, Grantor shall communicate the same to Grantee at least thirty (30) days prior to carrying out the aforementioned changes. After being so notified, Grantee agrees, at Grantee' s expense and with all due diligence, to change, relay and reconstruct its Pipeline so as to comply with such plans and specifications as Grantor may prescribe as being reasonably necessary to permit the change and the proper maintenance and operation of Grantor!s-Ditch. 4 4433386 09/24/2018 04 : 04 PM Page 5 of 10 18. To the extent permitted by law, Grantee agrees to protect Grantor and hold it harmless from any and all third part' claims and damages that said Pipeline and its construction, laying, installation, maintenance, repair, replacement, operation, inspection, sue , and/or removal may directly or indirectly cause. Grantee hereby releases Grantor, its successors, assigns, employees, agents and stockholders from any and all claims and damages of whatsoever character to the Pipeline or other propel of Grantee located in, along, across, or under the Ditch arising out of either seepage, soil conditions, settling, corrosion, and/or Grantor's operation and maintenance of the Ditch or other portions of Grantor' s irrigation system, or resulting from any other act either on the part of Grantor or on the part of any third party, excluding claims or damages caused by the intentional wrongdoing or negligence of Grantor, 19 . The Basement herein granted to Grantee shall continue so long and only so long as Grantee, its successors and assigns, shall faithfully and promptly comply with this Agreement. In the event of breach by Grantee, grantor may terminate and revoke this Agreement with thirty (30) days prior notice to Grantee to allow Grantee the opportunity to cure any of its defaults hereunder, 20, Grantee agrees to pay Grantor an agreed upon non-refundable crossing fee upon the execution of this Agreement, 21 . Grantee further agrees that it shall reimburse Grantor the reasonable costs it incurs in association with any subsequent reviews for approval of work related to maintenance, repair, replacement, inspection, and/or removal of the Pipeline. These costs may include, but are not limited to, Grantor's engineering costs for review and any on-site inspection of work, Grantor's administrative costs and any of its staffs on-site inspection of work, and legal fees associated with this Agreement. These costs and fees shall. be accounted for shall be reimbursable within thirty (30) days of submission of an invoice. 22 . It is mutually understood and agreed that this Agreement and all the terms and conditions contained herein shall extend to and be binding upon the parties hereto, their successors and assigns , This Agreement is contingent upon the Grantee securing the necessary easements and rights of way from landowners adjoining the Ditch pursuant to its Easement and Right of Way Option Agreements. Grantee will provide Grantor with written notice when the necessary easements have been secured. Upon receipt of that notice, the Grantor will record this Agreement in Weld County, Colorado. [SIGNATURE ON FOLLOWING PAGE] Remainder of Page Intentionally Left Bank 5 4433386 09/24/2018 04: 04 PM Page 6 of 10 GRANTOR: Routlard Lateral Company 34472 County Road 23 Windsor or 80550-2902 ra By:_ .e° `. en Knievel, President P STATE OF COLORADO ) )ss . COUNTY OF O ) The foregoing instrument was acknowledged before me this ' day of &T ,a 2018 by Ken Knelvd , as President of Roullard Lateral Company. Witness my hand and official seal. 'I t DUANE- C R - - i - - .My commission expires . L NOTARY PUBLIC 4‘.1>) 44 STATE COLORADO x NOTARY ID 20084 017" C . MI I ! & ' RES JANU RY 3„ �' ,2 •r :?-s/�,c ,s " c- r a - .-' , rte. Notary Public GRANTEE: NWC Development, LLC . 956 Sheer Lane, Suite 825 sa: TX 75225 y Jams C. Karo, Authorized Representative STATE OF COLORADO ) )ss , COUNTY OF e _tf ) The foregoing instrument was acknowledged before me this t ay of t . 2018 by James C. Karo, as Authorized Representative of NWC Development, LLC. Witness my hand and official se 1_ My commission expires : NARY PUaLtC -Notify 7x'11 '� y ' * fe casio NZ " 84 °nrif j ,0a 20 6 4433386 09/24/2018 04: 04 PM Page 7 of 10 EXHIBIT "A" Attached to and made a part of that certain Pipeline Easement and Right-of-Way Option Agreement, by and between Roullard Lateral Company, Grantor, and NWC Development, LL C) Grantee CR74 I 1 II II di II a 1 g I S 1 1 1 1' 1 a r ' I I a I 1 I i I I I 1 in II a allneen 01 ii ONWC Development fi Pipeline Easement Centerline It* -'44 ON * 4b Is %if NW/4 R 66 W }_ i , Y mot} �, t = -, � . ,, , , t. - ; _. PIPELINE EASEMENT LOCATION i f m, F+ fir .+ ,c t y Al SI ;S:l ''Lde WC:: Township 6 North, Range 66 West, 6th PM a k��. 7 6)I.r ,e J k Its-kg �}Vier . u�� Section 6: +� /4 ! NI Zb " Weld County, Colorado T y f . i �fn # ' ._ : NOT TO SCALE ..^. T 1 drawn by Duane Russell - t a L . • ;_ _ . ilktedettat 6 6 Sepjernber 20, 2018 N a JAMES C I " LAND SERVICES Section 6 1750 Lafayette 8t,, Denver, CO 80218 303-279-0789 443338�J09/24/201804 : 04 Page 8 of 10 EXIT '1, .n Attached R and made a part of that certain Pipeline Easement and i t-of- a Option Agreement, by and between Roullard Lateral Company, Grantor, and NWC Development, LLB Grantee 1 I Ill NWC Development Pipeline Easement Centerlirte zee". r aI' I IWIa bag R gip �tail "� �n.at S � IS ^� Y a I. Roullard Ditch %* it Itil IS SE/4 R 67 W 1 PIPELINE EASEMENT LOCATION Township 6 North, Range 67 West, 6th PM Section 12 : /2S 4 ' Weld County, Colorado NOT TO SCALE T drawn by Duane Russell �. r _ _September ��, �Q� �1,-Jr,:'E- -,se- :. _ r."4.— '. . . . 6 ,.....____ G — l- .. Y , N.:7.. •_'1 i Y14 - - I I •^ --s .J e . .- r; •,F s-5- _ , �• iL • - • '.c■ i n r _0 _ 10 lc rb rsf P F'it; ! s- r _ _l 4 " : � , • ' k1-t��. r rrna4a j% i. a 11�r .., -,t C •.`;a -7, 4? Teri'?-,t fr. all C:q : 135"CieWr.. •: 7 I 7-mt,-- " ill JAMES-C-KARCI- 2, efille ar • •e"-"4 4.^ , LI Fieb-._- ...leo dr . ee.,_i:. - �r - '�i �t e�1c� f R .�/Q.f �-1:76:1-11:7:141. , e��f�e� r �� -159 . ��tl• . fall . . , ..3--,"9e ; .r is.1.7.— -ti.. es,.-"t t . —app ASSOC, I ATES r� y ���� r ♦ r: "t.- I+ L►ey - L NPeSERVICES `• n r 1 glee r ••-?1 •- J t,.I_r e J i 11 0 ' F' . h -at{1 c - -'le p :.� - i �_s....fy -r c .J.{ . t • ti 1760 Lafaye{la St,, Denver, CO X218 303-279-0789 4433386 09/24/201 04 : 04 PM Page 9 of 10 ' -� EXHIBIT " " .. . - aAttached to and made a part of that certain. Pipeline Easement and Right�of- may Option ry siic_ Agreement, by and between Roullard Lateral Company, Grantor, and NWC Development, LL C, Grantee ,$ si 1 1 Av. (go L. .. .. . ..... ...." . . ... Luis , ,, mi ci, IX NVVC Deev'etprn nt i Pipeline Easement Centerline irdoroae I .arn I - Ia p I 1 I I , 6.....„ T i A SW/4 - CR 74 0 1 R 66 W . _ __ PIPELINE EASEMENT LOCATION i Township 7 North, Range 66 West, 6th PM Section 31 : SW/4 Weld County, Colorado NOT TO SCALE Tdrawn by Duane Russell September 20. 2&18----1 -- n te-g_ :,. , - - -- 3 I 7 - 7 __ . - -.--c- AV' - •1. r_ • • a t .. . " i • r. i I N %Es.r . �7/ra�[r Y• .r� km ,.rte..,,,,,,,i- � y a o�� r ._,-' �f�- �• -I. JAMES KARO air ■ d- , ASSOCIATES ., . , ,„ ...„,..„...„ , . , 44,, ,„,,7t. ,s,„ „_ . , wi. ,...# ,. . _ 4 „T. . 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'� f}rrt m Q to -+ m = mp '0 n C7 m o 43 — m d . p m m pi CO < I at al , t6s � .F 4 _ 3386 09/24/2018 0404 PM 13rr Pa e 10of °10 Xel 70 d- > IT 17 XiH r > M mcc3 en > 0 i g i. ,,IN> 4)1 i> bg I I m 0 / 0 1•mi.-. ri xi O/ BEGIN! HOD 2 rn Fr, ` �TR1' DEPTH �,:--i# it -I I� f 0 O CO BEGIN N H as O r; S _ O A c DIST_ VARIES ern 1O 70 s + O ;� — [ PERMANENT 0 EASEMENT 'O Z r �� _ .-- — _ _ — _ .� m ' _ r Z.,..,. -„, 4. 6 ;It a 2 m c I i re.„--i-,t 3 - CIL DITCH CP r cr, to g ' r ' t m < 8+57' TOP OF BANK z 7' a) Inm 0 • _ -1Z Ze � 3 B+70CILDoTICH ir � _ .---- I- � _ � .. —, .� .� -, aan -- a - - — � .. ._ En T C 0+75 TOP OF GA,NK 10 0 _ . r e rn AD.f 1sit 1} r G 7 ' I a (r _ m a + fl .0+97 FOREIGN PIPELINE p_p_-_,,...-, � 1 F-----5 F ' • I I I 0 CD GI ED; • m "-rat a I i m 1 ° '0 -rt x I't1 .. m m r C Z 9. A -8 O al or i � �-.. IC) ...-0 ;0 . z xi un .7> 1 l'" rn0 \ V O w r- 7) 0 I C �i Z 0 •j i [ g ` . , .h 1 +43_ END_ ICS ,� Ind EXITUEPIN = Q z b 0 e END Haa co m 9 it Cla 44 613 10/04/2018 08 : 04 AM Total Pages : 8 Rae Fee : $48 . 00 Carly Koppel - Clerk and Recorder, Weld County , 00 CROSSING AGREEMENT WHITNEYIRRIGATION COMPANY AND NWC DEVELOPMENT, LLC (Underground Natural Gas Pipeline) THIS AGREEMENT ("Agreement'1), made this_ "—t day Y : gin. . �. 2018 , between the parties, being THE WHITNEY IRRIGATION COMPANY, a Colorado corporation, ailda WHITNEY DITCH COMPANY, whose address is 30951 County Road 27, Greeley, Colorado 80631 , hereinafter the "Company'', and NWC DEVELOPMENT, LLC, whose address is 5956 Sherry Lan; Suite 825, Dallas, Texas 75225 , hereinafter "N' ", FACTUAL RECITALS A. The Company is the operator of a canal or ditch commonly known as the Whitney Ditch (hereinafter called the "Ditch "), The Ditch passes through portions of the SW 'A of Section 26, Township 6 North, Range 67 West of the 6th P , Ni1 T, as approximately shown on the plans attached hereto and incorporated herein as Exhibit A (the "Property") . The Company has a valid and existing right-of-way and easement for the Ditch and sufficient hands on each side of the Ditch to allow the Company to fully enjoy and utilize the easement and right of way (the "Ditch Easement"). A portion of the Ditch Easement is generally located within the Property, as approximately shown on Exhibit A C. NWC intends to install up to a twenty inch gas pipeline under portions of the Ditch and Ditch Easement (the "Pipeline") , The Pipeline generally will be located in the SW '/4 of Section 26, Township 6 North, Range 67 West of the 6th P . M., just west of where the ditch crosses under Litho Plate Drive, NWC will be boring under the Ditch and Ditch Easement a minimum of ten feet under the bottom of the Ditch to install the Pipeline. The location, cross section and other specifics of the boring and crossing location that is located within the Ditch Easement} are further described and shown on Exhibit A attached hereto and incorporated herein by this reference ( the "Crossing Area"). The Pipeline and improvements related to the Pipeline are collectively referred to herein as the "Improvements" , D. The Company has agreed to grant NWC a temporary license to construct and install the Improvements, permission to bore under and crass over the Crossing Area for installation of the Improvements, and permission to install the Pipeline within the Ditch Easement, in accordance with the provisions of this Agreement. NOW, THEREFORE, for good and valuable consideration , the receipt and sufficiency of which is hereby acknowledged by the Company, the parties mutually agree as follows : 1 . The above Factual Recitals are incorporated herein as if fully set forth , EXHIBIT ' O91s l% Coeo 4436133 10/04/2018 08 : 04 AM Page 2 of 8 2 , For the sum of EIGHT THOUSAND and 00/100 ( 8,000,00) DOLLARS, the Company hereby grants to NWC the license to bore under the Crossing Area in one location for the purposes of installation of the Improvements, which will be located within the Crossing Area and within the Ditch Easement, pursuant to the terms of this Agreement . The location of the crossing and Improvements is more specifically described and shown on Exhibit A, attached hereto and incorporated herein. 3 „ For the consideration set forth above in Section 2, the Company further grants to NWC a temporary license on, over and across the Crossing Area for the purpose of constructing and/or installing the Improvements in the manner and at the location designated and described in this Agreement and shown on Exhibit A (the "Construction Easement"). 4. NWC shall obtain all necessary consents, authorizations and permits and shall perform the construction and/or installation of the Improvements in accordance with all applicable laws, rules, regulations, plans and specifications for the design, construction, repair and.lor maintenance of the Improvements. The Company acknowledges that NWC has provided the detailed final plans and specifications for the Improvements to the Company for its review and approval, Prior to any construction, maintenance and/or repair of the Improvements, NWC shall obtain the Company' s written approval of such plans and specifications and any contemplated work prior to exercising its rights pursuant to this Agreement, which approval will not be unreasonably withheld. The Company' s review and any approval of such plans and specifications and the contemplated work shall not constitute an engineering review or supervision and does not affect, release and/or limit NWC from any obligation, responsibility or liability to conduct such work in accordance with this Agreement and with all applicable governmental rules and regulations, or for the design, construction, repair and/or maintenance of the Improvements. NWC and the Company agree to cooperate in good faith to coordinate any construction, maintenance, operation and/or repair of the Ditch, Ditch Easement, Crossing Arca and. the Improvements. All construction, maintenance and repair of the Improvements thereto shall be done by NWC, entirety without cost to the Company., . , The Company makes no representation or warranties as to whether NWC obtained., needs to obtain or has obtained consent from the owners of lands surrounding the Ditch and Ditch Easement in A of Section 26, Township 6 North , range 67 West of the 6Lh P . M . , a Weld County, Colorado or the owners of any existing pipelines, utility lines or other structures on; over, across or under the Property or other lands surrounding the Ditch and Ditch Easement prior to commencing construction of the Improvements. The Company shall be without liability for any damage to said owners as a result of Nom' C 1 s exercise of its rights pursuant to this Agreement, except as to such damage as may be caused by the gross ,negligence or willful misconduct of the Company. , The Improvements shall be constructed, maintained and repaired by NWC, at its ,fir # J exp c a se upon notice to thee. Company any as s recited above. Given 1��1 'y'v �C,,.• 's intended use, of the ? C +.r 4r l��a 4� i i#►.? recited ia�1 L i.� Crossing Area to install a gas pipeline, which use could be harmful and dangerous to persons or property if not used or maintained properly and in - compliance with this Agreement , - the Company shall not make repairs or maintain the Improvements and/or appurtenances; however, in the event any sum is expended by the Company for emergency repairs and maintenance, NWC 2 4436133 10/04/2018 08 : 04 AM Page 3 of8 shall reimburse the Company for such costs, fees and/or expenses related to such repairs and maintenance. In the event that the Company finds it necessary to make any emergency repairs and maintenance to the Improvements and/or any appurtenances, the Company shall be without liability for damage to NWC, its agents, employees and/or other third parties, including without limitation all landowners, homeowners and business owners in or surrounding the Ditch, Ditch Basement and Crossing Area, except. as to such damage as may be caused by the gross negligence or wanton and willful misconduct of the Company. 7. In the event that the Company finds it necessary to make repairs and maintenance to tb e Ditch and/or the Ditch Easement, either now or at any future time, the Company shall be wholly without liability for damage to the Improvements, as the result of the making of such maintenance and repairs, except as to such damage as may be caused by the Company' s gross negligence or wanton and willful misconduct. In the event repair or maintenance of the Ditch or the Ditch Easement is required or advisable due to the existence, construction, installation, surveying, inspection, operation, maintenance, repair or replacement of the Improvements, at the Company' s election, NWC will promptly repair and maintain the Ditch and the Ditch Easement to the reasonable satisfaction of the Company, or alternatively, the Company shall perform or cause to be performed such repair and maintenance and NNW shall promptly reimburse the Company for Me costs and expenses of such repair and maintenance-, Determination of whether repair or maintenance to the Ditch and the Ditch Easement is necessary or advisable and the nature and extent of such repair or maintenance shalt be in the Company' s sok discretion. 8, The Company shall have full power to operate, maintain, alter, enlarge, relocate, clean and manage the Ditch and Ditch Easement as if this Agreement had not been made, and any expense and/or damages caused thereby to NWC shall not be chargeable to the Company, In the event, however, that any such action on the part of the Company could reasonably be expected to affect the Improvements, except in the event of emergency repairs, the Company agrees to give prior notice to NWC and to reasonably cooperate with NWC to avoid injuries or damages to the Improvements. In the event that the Company finds it necessary to perform emergency repairs to the Ditch and Ditch Easement, either now or at any future time, the Company shalt be wholly without liability for damages to the Improvements as the result of the performance of said repairs, except as to such damage as may be caused by gross negligence or wanton and willful misconduct. Determination of whether an emergency exists shall be at the sole discretion of the Company. 9. The Construction Phase shall be completed prior to April 15, 2019, unless written consent by the Company for an extension is granted, and shall be accomplished during the none& irrigation season, unless otherwise agreed by the Company. W. The Construction Phase, and any subsequent repair and/or maintenance of the improvements shall be entirely without disturbance of the flow of water into the Ditch, unless permission in writing is first received from the Company for such disturbance, NWC expressly agrees that it shall be liable to the Company and/or its sly a reholdcrs for damages for any unauthorized use or disturbance of the flow of water through the Ditch without the Company's prior written permission. Upon completion of any activity upon the Crossing Area by , NWC shall clean the Ditch and ditch bank area to cause it to be in substantially the same or 3 4436133 10/04/2018 08 : 04 AM Page 4 of 8 better condition than existed prior to commencement of such activity, including the compacting of any disturbed soils. 11 _ The improvements shall be owned by '' . Installation, construction, repair and/or maintenance of the improvements shall be entirely without cost to the Company. The Company' s attorneys and engineers shall be directed to review this Agreement and to consult with Company officials and/or employees as to its contents and effect, and their reasonable fees and expenses shall be paid by NWC. 12. NWC shall indemnify and hold the Company, its officers, directors, employees, shareholders and successors and assigns, harmless from any and all liability, losses, damages and expenses, including attorneys * fees, arising in connection with the exercise by of its rights pursuant to this Agreement, including, but not limited to, any personal injuries, deaths, property damage, mechanic ' s liens or other claims and causes of action of any kind arising out of use of the Crossing Area and the Improvements thereon by NWC and/or its employees and/or invitees, and by other third parties, except to the extent caused by the gross negligence or intentional misconduct of the Company or its shareholders, employees, agents, contractors and/or subcontractors , 13 . N WC hereby covenants and agrees: NWC shall not install a fence, plant trees, brush or vegetation that obstructs access to the Ditch, the Ditch Easement or the crossing Area, or construct any building within the Ditch, the Ditch Easement or Crossing Area, unless written authorization is first received from the Company. B. NWC shall promptly bac fill any excavations made by it on the Ditch and Ditch Easement and repair any damage it shall do within the Ditch and Ditch Easement to the satisfaction of the Company. Cr NWC shall not spill dirt, debris or other foreign material into the Ditch. In the event that dirt, debris or other foreign material is spilled into the Ditch , NVIC agrees to completely clean and restore the affected area of the Ditch to the Company' s satisfa-ction0 D. If at any time the Improvements or any work by causes any settling in the Ditch embankments, the roads thereon, the crossing Area or any part of the Ditch Easement, NWC will upon notification from the Company, immediately make all repairs required by the Company at 1 's expense. Er, Pursuant to this Agreement and in accordance with all laws, rules and regulations, NWC shall clearly mark and identify the location of the Improvements, including without limitation clearly marking any above-ground valve sct and related lated a pu 4e nai ices if so w a�i#i uu permitted under this Arcem ent. 4 4436133 10/04/2018 08 : 04 AM Page 5 of 8 14. To protect the Ditch during construction and installation of the Improvements, NWC hereby covenants and agrees to the following: A. The top of the improvements, in particular the Pipeline and related appurtenances, shall be buried no less than ten ( 10) feet below the bottom of the Ditch, and any trench or other excavation in connection therewith shall be baekfillodt compacted and stabilized by NWC to the satisfaction of the Company. B. NWC shall not open-cut the Ditch during the installation of the Improvements. C. NWC shall limit the length of the bore to the shortest length reasonably necessary to properly and safely install the Improvements. Should any water seepage and/or leakage from the Ditch occur as a result of WC ' s construction and installation of the Improvements, NWC shall repair the Ditch to stop the seepage and/or leakage to the satisfaction of the Company. Alternatively, at the election of the Company, the Company may perform such repair and NWC shall reimburse the Company for any expenses incurred in repairing the Ditch in order to stop the water seepage and/or leakage caused by the boring. 15 . In the event that legal services are used by the Company in the enforcement of this Agreement as against NWC, NINVC shall pay reasonable attorneys ' fees and costs including cost of depositions, technical or engineering analysis and work-up, any expert witness charges, and any trial, dispute resolution, arbitration and/or mediation costs and fees, 16 . This Agreement, and any grant by the Company, is subject to all restrictions, reservations, rights-of^way, easements, documents or Agreements existing or of record in the Clerk and Recorder's office in Weld County, Colorado at the time this Agreement is recorded. The Company makes absolutely no representations or warranties (including, without limitation, warranties of title) in or by this Agreement or any grant herein. 17 . This Agreement and all the terms and conditions thereof shall extend to and be binding upon the successors and assigns of each of the parties hereto, Upon transfer of the interests in this Crossing Agreement, NWC, its heirs, successors and assigns, agrees to inform the Company of the name of the transferee. This Agreement shall run with the land described and shown in Exhibit A, 18 . Any notice required or permitted hereunder shall be deemed effective when deposited in the United States mail, postage prepaid, first class and addressed to the party to whom notice is to be given, as follows: if to Company: The Whitney Irrigation Company 30951 County Road 27 Greeley, CO 80631 S 4436133 10/04/2018 0 . 04 AM Page 6 of 8 Ji to NW : NWC Development, LLC 5956 Sherry Lane, Suite 825 Dallas, Texas 85225 In the event a different person or entity than the person or entity listed above shall be given notice, the other party shall be notified of this change in writing pursuant to this paragraph. 19 . Following the approvals required in Section 21 , NWC shall promptly record this Agreement with the Clerk and Recorder of Weld County, Colorado and tender the original recorded agreement to the Company. Unless otherwise agreed in writing, no work shall commence until this Agreement has been recorded and the original recorded agreement is received by the Company, 20. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. 21 . This Agreement is contingent upon, and shall not take effect until, the approval of the Board of Directors of the Company of the completed plans and specifications of the Improvements, signed by the President and attested to by the Secretary of the Company, and the giving of such approval to NW C . The Company may make suggested revisions to the plans and specifications, and if such revisions are fully agreed to by NWC in writing, with notice of` such acceptance being given to the Company, then this Agreement shall become effective upon receipt by the Company of such notice. [remainder of this page intentionally left blank with signature page to follow) 6 44 361 10/04/2018 0 8 : 04 Al l Page 7of8 IN WITNESS WHEREOF, the parties hereto have caused these presents to be duty executed by the proper officers, and have affixed their seats hereto on the day and year first above written . THE WHITNEY IRRIGATION COMPANY, a Colorado corporation, a Ida WHITNEY DITCH COMPANY, a Colorado corporation ,f rr X J " B • { £2 _ct sta n le3r K. Everitt, President ACKNOWLEDGEMENT STATE OF COLORADO ) ) ss COUNTY OF Lctrt : : r ) r" The foregoing instrument was acknowledged before me this I day of CierfriSC, 2018by Stanley K. Everitt, as President of The WhitneyIrrigation Company, a Colorado corporation. Witness my baud and official seat. - My commission Expires; J Notary Public .a. SHANNON N DEDECKER NW E%JELOPMENT, LLC NOTARY PUBLIC STATE OF COLORADO i NOTARY ID 200 33710 PAY OOMMISSION EXPIRES AUGUST 26, 02621 t Nil I ., - + '! -„ Kmiu Title: KitiCitetkp Alger ACKNOWLEDGEMENT STATE OF aF ) ss COUNTY OF eOttr ) The foregoing instrument was acknowledged before me this of µrt .� 2018 by a� • y� sa ■o ;Liu, r: ,�. � ��•. � 1'!� �- L_��:E .a � k� 7 f.��J JL. .? �- , of� NWC Development, LLC. Witness my hand and official seal. HrTh. (el:Cat e(fr:/eLemeis °!y Commission Expires: Nowt-- Pu s Hs _ iks . _ ., _. . .: DUA EC. ED —per- BUSS&EATS or COLORAD0 NOTARY ID MY COMMISSION EXPIRES 20084000127 OMJANUARY 3, 2020 k '.� - ,- '1• - .:s=+' ,-., '' s' .s r .j'=. r-..t'_rte e_ _r- r . r . 4436133 10/04/2018 08. 04 AM Page 8 of 8 EXHIBIT "A" Attached to and made a part of that certain Pipeline Easement and Rightwof-Way Option Agreement, by and between Whitney Irrigation Company, Grantor, and NWC Development, LL C, Grantee yI.Whitney 4 s r Ditch '4 Service Rai ►� N C Development 1n Pipeline' Easement Centerline d SW/4 R 67 W PIPELINE EASEMENT LOCATION Township 6 North} Range 67 West, 6th PM Section 261 in the /4 /4 Weld COinty, Colorado NOT TO SCALE drawn Syr Duane Rut July 24. 2018 k I JAMESCKARO C ASSOCIATES LAN D SERVICES ,Section 26 1.75014layella St., Deiwer. CO 80218 3034794789 4436138 10/04/2018 08 : 05 AM Total Pages: 5 Rec Fee : $33 , 00 Carly Koppel - Clerk and Recorder , Weld County , CO CROSSING AGREEMENT THIS AGREEMENT, R �- -� �- 13E-042018). made this day of between T 1=I E NEW CACHE POUDRE IRRIGATING COMPANY, hereinafter the " Company", and NWC Development,_LLS of 956 �--�`` - - r k ..,� Sherry,Ls uite 825 Dallas TX, hereinafter "Second Party", ITPJESSETH �; . In consideration of Eight Thousand Dollars ( $8PCOO. 00), and other good and valuable consideration , the receipt of which is hereby acknowledged by the Company, the parties mutually agree as follows: PROJECT DESCRIPTION Crossing of New Cache Ditch in tyre VVJ 2 E 4 Sec. . N t- �- � 7Ws with a natural gas ptpolipp of no greater. than ,20"} which shall be installed usin. horizontal directional dr lrrr , and being located at least 15' beneath the bottom of the ditch * No opfn-cut process will be used, and no esinipment will be crossing the ditch. Entr and exit oints: shall beat least 3QF away from sides of ditch . — - LEGAL DESCRIPTION AND COMMON LOCATION The crossin _ shill be 1, 7G5' S of and ;A 1.o' W _of, the NE corner of Section_23 6N167 or I ,73 # S. of_ Hwy 3.9 and ��f ' ' o f �P. 23 or at � r'o� . � �� coordinates W. 104.856 .---�= ... _ ¢ .. _� i --_ p dina tes of NSQ.4747O '+ _1 4. 56 r THAT WHEREAS, the Company is the owner of a ditch and rig hts of-way, commonly known as the New Cache la PoLtdre Ditch* hereinafter the. ' ditch "; and WHEREAS, Second Party desires to acquire a certain right- of-way to cross the ditch of the Company as described above . The parties rnutualrty further agree as follows: 1 . The Comp-any grants to Second Party a right-ofrway and easement to construct and maintain said structure or device (hereinafter referred to as the " line" for convenience) under the ditch . 2 . The Company grants to Second Party the right of ingress and egress to and from said crossing location, as necessary and reasonable for the exercise of the purposes of this agreement. 3. Exhibit A attached and incorporated by reference illustrates generally the r equirerner is subject to changes in the field as the Company may require. Second Party is responsible to furnish accurate measurements and information to the Company. The line shall be installed no less than 15 feet below the bottom of the ditch to the top of such line . .fl work shall be performed only after prior notice and submission of plans and specifications to the superintendent of the Company, and will he performed under the supervision of such superiintendent Field inspections will be conducted as needed . Field inspections must be conducted at initial stage of planning and at completion for final inspection . Any questions shall be resolved by the Company' s superintendent after options and expenses are. considered. The installation of the line shall occur between November 1 , 2018 and March 31. 2019 . No other time frame is permitted EXHIBIT Dais cow 4436138 10/04/2018 08 : 05 Al l Page 2 of 5 without the written consent of the Company , I . In the event any sum is expended by the Company for repair or maintenance of the ditch, which repair or maintenance is necessary because of Second Party's acts or omissions in constructing the line and crossing the ditch, or because of the existence of the line, or because of any leakage or breakage e of the line, Second Party shall reimburse the Company for such expense. Determination of whether repair or maintenance is necessary, and whether an emergency exists, shalt be at the discretion of the Company. - , Installation of the line shall be entirely without disturbance by Second party of the flow of water in the ditch, unless permission in writing is first received from the Company for such disturbance. Any subsequent repairs, replacements or maintenance that might ailed the Company's use and operation of the ditch shall occur during a time period when the ditch is not being used to carry water, and be completed before that use begins. Second Party expressly agrees that it shat # be liable to the Company and/or its shareholders in damages for any unauthorized disturbance of the flow of water through the ditch, to the extent that such disturbance is caused by or due to the activities of the Second Party or those working on its behalf. Upon completion of any activity upon the ditch right of way by the Second Party, it shall clean the ditch and ditch bank area to place is in the same or better condition than it was before the activity began, including the compacting of any disturbed soils , second Party agrees to place and maintain markers on both sides of the ditch which indicate the location of the line . Markers shall be located at points that do not interfere with the operation and maintenance of the ditch , 7, in the event that the company finds it necessary to perform emergency repairs to the ditch, either now or at any future time,. the Company shall be wholly without liability for damages to Second Party as the result of the performance of such repairs, except as to such damage as may be caused by the Company's negligence., 8 . installation of the line shall be entirely without cost to the Company. If necessary, the Company's attorneys shall be directed to review this Crossing Agreement, and to consult with Company officials or employees as to its contents and effect, and their fees and expenses shall be paid by Second Party, in addition to the consideration earlier recited . 9 . The Company shall have full power to operate, maintain, alter, en.large1 relocate , dean and manage the ditch as if this Agreement had not been made! and any expense or damages caused thereby to Second Party shall not be chargeable to the Company, except as to such damage as may be caused by the Company's negligence . It is specifically agreed that normal maintenance and repair activities, including the operation of machinery for such purposes upon the ditch right of way and within the ditch itself, shall not constitute negligence. In the event, however, that any such action on the part of the Company could reasonably be expected to affect Second Party, the Company agrees to give prior notice to Second Party, and to cooperate to avoid injuries or damages to the line. 10. This Agreement and a1 i the terms and conditions thereof shall extend to and be binding upon the successors and assigns of each of the parties - hereto , This Agreement shall not be assigned by Second Party without the written consent of the Company. 2 4436138 10/04/2018 08 : 05 AM Page 3 of 5 11. The Second Party agrees to record an executed copy of this Agreement at its own expense, with the Clerk and recorder of the county within Mitch the crossing is made, and furnish a copy of said recorded document to the Company. 12 . Any notice required or permitted hereunder shall be deemed effective when deposited in the United States mail, postage prepaid,. certified mail , return receipt requested, and addressed to the party to whom notice is to be given , 25 follows : If toCom any : PO Box 104 Lucerne, CO 80546 IE to Second # :i rty: 5956 Sherry Lanes Suite 825 Dallas4 TX 75225 or such other address as may be furnished to the other party by written notice , 13 . Second Party shall not allow any other entity to cross the right-of-way granted, nor shall it add additional lines or other equipment within the crossing, without first obtaining the written permission of the Company to do so, which permission can be withheld at the Company`s discretion. 14 . Second Party shall be liable for, and shall indemnify and hold Company harmless from , any damages that may occur or arise from the installation, maintenance, repair and continued existence of said line} including but not limited to any interruption of service, leakage, explosion, or other rnalfunctlon of the line, regardless of any assistance or supervision provided by Company. 15 . This agreement is contingent upon, and shall not take effect until, the approval by the Board of Directors of the completed plans and specifications of the crossing„ which approval must be in writing, signed by the president and attested to by the secretary of the Company, and the giving of notice of such approval to the Second Party. The Company's signature on the plans is also a part of its approval. No work shall commence until such notice is given in writing to Second Party , The Company may make suggested revisions to the plans and specifications, and if such revisions are fully agreed to by the Second Party in writing, with notice of such acceptance being given to the Company/ then this agreement shall become effective upon receipt by the Company of such notice . The plans and specifications as approved shall he attached hereto as an exhibit and be recorded . IN WITNESS WHEREOF, the parties have caused these presents to be duly executed by the proper persons, and have affixed their seals hereto on the day and year first above written. 3 4436138 10/04/2018 08: 05 AM Page 4 of THE NEW CACHE LA POUDRE I RE IRRIGATING COMPANY ay: wieid (1 72_ KITE : s. By: _ of nesee its: 124ce -, NWC #0 t v.4 ogrent, LW fir— - tea- , a By l Janes C.. Vic" re its: Authorized Representative 4 4436138 10/04/2018 08: 05 Page 5 of 5 EXHIBIT " A" Attached to and made a vari of that certain Pipeline Easement and Right-of-Way tion Agreement, by and between the New Cache La Poudre Irrigating Company, Grantor , and NWC Development, LL C, Grantee Ft __ r n - 4 • , r a ✓ C a :a . r a r . . e 1 : s • :. . r r c • a t a • • r 0 a NWC Development pelLna Easement Centerline r a It • r : Psi ii a reY . . . a Greeley Ditch it2 i r r a 4 e 6 c i w . • 4 s . . a • e . 4 MOW. 4 i n : i a • r r NEM ■ r _ i.a4flaaa'ia 0■ 11 67 W _ _ t.s.. - __ PIPELINE EASEMENT LOCATION i Township 6 Ncarlh1 Range; 67 West, 6th PM , Section 23 it the SW/41\11114 Wald Comity, Catip•{ade NOT TO GALE Tii grown by Dwano Russell 23 6 JAMES C KARO AssoCIATES H LAND SERVICES Section1760 Ligayotla Si, Mawr, CO 80218 303-270-0780 RE : CASE usR18 .0080 NWC bev As President of Hester Farms , Inc . , I would like to expexpress my support for this pippipeline. Our farm is 100% in favor of the oil and gas industry. Sincerely , Eli UhaseLpple . 79-04tkistr7a sii\-1"4-41. kris çCJCL31 sbi J p,ili ( a4I.Latiketo o_risziattka, afro ‘tai , C„, 4 'to (0 % 5 Pet- % i % ,tr ni OCT US 201a VIIIUId L.: .•ii 'i I Hit . f � 1 . GkLtL ,_ T K iL 1 ' I I r---- J� I t,� - ���{ '�4 - � 1 i ''Z.. „ . 'fit ^ .' ' i , 4. - �� f'- r_ r a If CROSSING AGREEMENT FOR PIPELINE (Pierce Lateral Ditch Company and NWC Development, LLC) THIS '► AGREEMENT, made this _ "1--Lis day of .� , 2018, between the parties, being THE PIERCE LATERAL DITCH COMPANY, whose address is 20378 WCR 86, Ault, CO 80610, hereinafter the "Company" or "Pierce Lateral", and NWC DEVELOPMENT,ENT, LLC, a Colorado limited liability company, whose address is 5956 Sherry Lane, Suite 825 , Dallas, TX 75225 ("N Development"). FACTUAL RECITALS A, The Company is the operator of a canal or ditch known as the Pierce Lateral (hereinafter called the "Ditch") , The Ditch passes through portions of the Sections 7, 8 and 18, Township 7 North, Range 66 West, all of the 6tK P .M . in Weld County, Colorado as approximately shown on the map attached hereto and incorporated herein as Exhibit A (the "Property"). E . The Company has a valid and existing prescriptive right-of-way and easement for the Ditch and sufficient lands on each side of the Ditch to allow the Company to fully enjoy and utilize the easement and right of way (the "Ditch. Easement"). A portion of the Ditch Easement is generally located within the Property, as approximately shown on Exhibit A, NWC Development intends to construct and install one ( 1 ) underground pipeline not to exceed twenty (20") inches in nominal diameter under portions of the Ditch and Ditch Easement (the `Pipeline" ) . NWC Development contemplates crossing the Ditch and Ditch Easement with the Pipeline in three (3 ) locations by boring under the Ditch, The location, cross sections and other specifics of the portions of the Pipeline that will cross the Ditch and Ditch Easement are generally shown on Exhibit B, attached hereto and incorporated herein by this reference, The crossing under the Ditch and Ditch Easement is collectively referred to as the "Crossing Area" . D . The Company desires to grant NWC Development a right of crossing on, under and through the Crossing Area for the purposes of installing, maintaining, repairing and replacing the Pipeline where it traverses the Property. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by the Company, the parties covenant and mutually agree as follows : EXHIBIT tiSe ito tato _A_ 1 , The above Factual Recitals are incorporated herein as if fully set forth herein. 2. For good and valuable consideration in the amount of the Company hereby grants to NWC Development a nonexclusive right of crossing on, over, under and across the Crossing Area in the locations shown on Exhibits A and B, for the purpose of constructing, repairing, removing, replacing, inspecting, operating and maintaining the Pipeline (the "Crossing"), The Pipeline and related facilities, including, but not limited to drips, valves, fittings, metering equipment, electrical cable, cathodic equipment, communication equipment, compressor or booster equipment or other appurtenances directly related to the Pipeline described in this Section 2 are collectively referred to herein as the "Improvements ." 3 . The Company makes no representations or warranties as to whether NWC Development obtained or needs to obtain consent from the owners of the land surrounding the Ditch and Ditch Easement, in Sections 7, 8 and 18, Township 7 North, Range 66 West of the 6th P.M. in Weld County, Colorado or the owners of any existing pipelines, utility lines or other structures on, over, across or under the Property or other lands surrounding the Ditch and Ditch Easement prior to commencing construction of the Improvements. The Company shall be without liability for any damage to said landowners as a result of NWC Development' s exercise of its rights set forth in Sections 2 and pursuant to this Agreement, except as to such damage as may be caused by gross negligence or wanton and willful misconduct of the Company. 4 . The Company reserves the right to use the Ditch, the Ditch Easement, and/or the Crossing Area for any purpose, including, but not limited to, maintaining, cleaning, repairing and operating the Ditch, so long as such use does not materially impair or interfere with NWC Development' s use of the Crossing Area for the purposes described in Section 2 . 5 . NWC Development shall obtain all necessary consents, authorizations and permits and shall perform the construction and/or installation of the Improvements in accordance with all applicable laws, rules, regulations, plans and specifications for the design, construction, repair and/or maintenance of the Improvements . The Company acknowledges that !MC Development has provided preliminary plans for the Improvements to the Company for its review. Prior to commencing any installation, construction, maintenance and/or repair of the Improvements, NWC Development shall submit detailed final plans and specifications, including without limitation survey information, of the Improvements to the Company. NWC Development shall obtain the Company' s written approval of such final plans and specifications and any contemplated work prior to any construction, maintenance and/or repair. The Company' s review and any approval of such plans and specifications and the contemplated work and any supervision of the work by the Company shall not constitute an engineering review or supervision and does riot affect, release an t or limit j yr Development elopment froth any obligation, responsibility or liability to conduct such work in accordance with this Agreement and with all applicable governmental rules and—regulations - for—the--design,construction, - repair -- and/or maintenance of the Improvements, NWC Development and the Company agree to cooperate in good faith to coordinate any additional construction, maintenance, operation and/or repair of the Ditch, Ditch Easement, Crossing Area and Improvements . All such construction, maintenance 2 and repair of the Improvements thereto shall be done by NWC Development, at its sole cost and expense, to the satisfaction of the Company. 6 . In the event that the Company finds it necessary to make repairs and maintenance to the Ditch, Ditch Easement, and/or any appurtenances thereto , either now or at any future time, the Company shall be wholly without liability to NWC Development for damage to the Improvements as the result of the making of such maintenance and repairs, except as to such damage as may be caused by gross negligence or wanton and willful misconduct of the Company. In the event repair and/or maintenance of the Ditch and/or Ditch Basement is required or advisable due to the existence, construction, surveying, inspection, operation, maintenance, repair or installation of the Improvements or any appurtenances, at the Company' s election, NWC Development will promptly repair and maintain the Ditch and/or Ditch Easement to the reasonable satisfaction of the Company, or, alternatively, the Company shall perform or cause to be performed such repair and maintenance and NWC Development shall promptly reimburse the Company for the costs and expenses of such repair and/or maintenance. Determination of whether repair and/or maintenance to the Ditch Easement and/or Ditch is necessary or advisable and the nature and extent of such repair or maintenance shall be in the Company' s sole discretion. 7 . The Company shall have full power to operate, maintain, alter, enlarge, relocate, clean and manage the Ditch, Ditch Easement, and/or any appurtenances or facilities thereto as if this Agreement had not been made, and any expense or damages caused thereby to the Improvements shall not be chargeable to the Company . In the event, however, that any such action on the part of the Company could reasonably be expected to affect NWC Development, except in the event of emergency repairs, the Company agrees to give prior notice to NWC Development and to reasonably cooperate with NWC Development to avoid injuries or damages to the Improvements. In the event that the Company finds it necessary to perform emergency repairs to the Ditch, Ditch Easement, and/or any appurtenances or facilities thereto, either now or at any future time, the Company shall be wholly without liability to NWC Development for damages as the result of the performance of said repairs, except as to such damage as may be caused by gross negligence or wanton and willful misconduct of the Company. Determination of whether an emergency exists shall be at the sole discretion of the Company. S. The Improvements shall be owned by NWC Development . .Installation , construction, repair and/or maintenance of the Improvements or any appurtenances shall be entirely without cost or expense to the Company, Given NWC Development' s intended use of the Improvements and Crossing for the transmission of natural gas and gas products and byproducts, the Company shall not make repairs or maintain the Improvements, without first obtaining NWC Development ' s written consent for such repair or maintenance to the Improvements; however, in the event any sum is expended by the Company for emergency repair or maintenance of the Improvements , or repairs and maintenance that are approved by NWC Development as set forth in this Section 8, NWC Development shall reimburse the Company for such expense. In the event that the Company finds it necessary to make emergency repairs to the Improvements , the Company shall be without liability for damage to NWC Development, except as to such damage as may be caused by gross negligence or wanton and 3 willful misconduct of the Company, Determination of whether repair or maintenance is necessary and whether an emergency exists shall be in the sole discretion of the Company. 9 . NWC Development anticipates commencing construction of the Improvements after November 1 , 2018 and shall complete construction and installation of the Improvements by April 1 , 2019 , NWC Development shall provide at least one ( 1) week notice to the Company prior to commencing such construction and shall coordinate with the Company during the construction. All construction shall be accomplished during the none-irrigation season, unless otherwise agreed by the Company, 10. Construction, repair and/or maintenance of the Improvements shall be entirely without disturbance of the flow of water in the Ditch„ unless permission in writing is first received from the Company for such disturbance. NWC Development expressly agrees that it shall be liable to the Company and/or its shareholders for damages for any unauthorized use or disturbance of the flow of water through the Ditch without the Company' s prior written permission. In the event NWC Development ' s activities within the Crossing Area impacts the Ditch, Ditch Easement, and/or any appurtenances or facilities thereto, including without limitation the Ditch bank areas, NWC Development shall clean the Ditch, Ditch Easement, and/or any appurtenances or facilities thereto, including without limitation the Ditch bank areas to cause it to be in the same or better condition than existed prior to commencement of such activity, including the compacting of any disturbed soils , 11 . Except in emergencies involving potential loss of life or damage or destruction to property or when the Company cannot reasonably be located, NWC Development shall give the Company fourteen ( 14) days ' notice before commencing any activities involving the Ditch , Ditch Easement and/or related appurtenances and facilities , including entry upon the surrounding land for construction or other comparable operations, inspections, maintenance and repair involving substantial disturbance of the Property or the Ditch, Ditch Easement and/or related appurtenances and facilities thereon. 12. In addition to the consideration recited in Section 2, the Company' s attorneys and engineers shall be directed to review this Agreement, and to consult with Company officials andior employees as to its contents and effect, and their reasonable fees and expenses shall be paid by NWC Development. 13 . NWC Development shall indemnify, defend and hold the Company, its officers, directors, employees, shareholders and successors and assigns, harmless from any and all liability, losses, damages and expenses, includingattorneys ' fees, arising in connection with the exercise by NWC Development of its rights pursuant to this Agreement, including, but not limited to, any personal injuries, deaths, property damage, mechanic 's liens or other claims and causes of action of any kind arising out of use of the Crossing Areas and the Improvements thereon by NWC Development andlor its contractors, subcontractors, agents, employees and/or invitees, except -to flit a .thnt-paused _ t the grass-negligence or intentional riiiscondubI if t-he Company or its shareholders, employees, agents, contractors or subcontractors . 14, NWC Development hereby covenants and agrees as follows : 4 (a) NWC Development shall not install a fence, plant trees, brush or vegetation that obstruct access to the Ditch, Ditch Easement, and/or any appurtenances and facilities thereto, or the Crossing Area, or construct any building within the Ditch, Ditch Easement, and/or any appurtenances and facilities thereto, or the Crossing Area, unless written authorization is first received from the Company, which shall not be unreasonably withheld, (b) NWC Development shall not spill dirt, debris or other foreign material into the Ditch. In the event that dirt, debris or other foreign material is spilled into the Ditch, NWC Development agrees to remove what they spilled into the Ditch and restore the affected area of the Ditch to the Company' s commercially reasonable satisfaction, (c) If at any time the Improvements or any work by NWC Development causes I; any settling in the Ditch or embankments, or any part of the Crossing Area or Ditch Basement, NWC Development will, upon notification from the Company, promptly make all related repairs required by the Company at NWC Development' s expense . (d) NWC Development shall repair any damage it shall do to the Ditch, Ditch Easement, and/or appurtenances and facilities thereto, or the Crossing Area to the satisfaction of the Company, 15 . To protect the Ditch during the construction and installation of the Improvements, NWC Development hereby covenants and agrees to the following: (a) The top of the Improvements, in particular the Pipeline and related appurtenances, shall be buried no less than fifteen ( 15 ' ) feet below the bottom of the Ditch. (b) NWC Development shall not openecut and/or excavate in and around the Ditch, Ditch Easement, or Crossing Area for any purpose. All Improvements shall be installed by boring under the Ditch and Ditch Basement, in accordance with the terms of this Areement. (c) Should any water seepage from the Ditch occur as a direct result of NWC Development' s construction and installation of the Improvements, NWC Development shall repair the Ditch to stop seepage to the satisfaction of the Company. Alternatively, at the election of the Company, the Company may perform such repair and NWC Development shall reimburse the Company for any expenses incurred in repairing the Ditch directly caused by the installation of the Improvements. (d) NWC Development shall remove any hazardous materials that may result from the installation and/or construction of the Improvements, and shall prevent such hazardous materials from flowing into or entering the Ditch , (e) NWC Development shall limit the length of the bore to the shortest length reasonably necessary to properly and safely install the Improvements. Notwithstanding the foregoing, the bore entry points and exit points shall be no less than one hundred (100 ' ) feet from the Ditch Easement on. either side of the Ditch, 5 1. 6 : NWC Development shall not install additional pipelines or other similar structures within the Crossing Area except pursuant to a separate written agreement with the Grantor, its heirs, successors and assigns. 17. If NWC Development shall cease to use or maintain the Pipeline for a period of two (2) consecutive years for any of the purposes herein granted, excepting any period of non--use caused by reason of strikes, labor troubles, governmental regulations, force majeure, Acts of God and other causes beyond NWC Development ' s reasonable control, then NWC Development' s rights hereunder shall cease and terminate upon receipt of written notice from the Company of the Company' s election to so terminate. In such event, NWC Development may, in its sole discretion, remove the Pipeline or purge the Pipeline of product, fill the line with an inert- substance and abandon the Pipeline in place. In the event this Agreement is terminated pursuant to this Section 17, NWC Development shall record a release of this Agreement in the real estate records of Weld County, Colorado. 18 . This Agreement, and any grant by the Company, is subject to all restrictions, reservations, rights-of-way, easements, documents or agreements existing of record in the Clerk and Recorder's office in Weld County, Colorado at the time this Agreement is recorded. The Company makes absolutely no representations or warranties (including, without limitation, warranties of title) in or by this Agreement or any grant herein. 19 . This Agreement and all the terms and conditions thereof shall extend to and be binding upon the heirs, successors and assigns of the parties hereto . Upon transfer of its interests in this Crossing Agreement, NWC Development, its heirs , successors and assigns, agrees to inform the Company of the name of the transferee . 20. Any notice required or permitted hereunder shall be written and delivered by hand or a nationally recognized service with signature required upon receipt, and shall be deemed effective upon such signature, and addressed to the party to whom notice is to be given as noted below, which may be updated by following this procedure : if to Company; The Pierce Lateral Ditch Company A ttn : Wade Podtburg dtb urg 20378 W 86 Ault, CO 80610 If to NWikirelopmeat: 1` WC Development, LLC Attn: Jarrett Morrison 405-438w0076 5956 Sherry Lane, Suite 825 Dallas, TX 75225 6 In the event a different person or entity than the person or entity listed above shall be given notice, the other party shall be notified of this change in writing pursuant to this paragraph. 21 . So long as NWC Development has received the necessary consent from the owners of lands underlying and surrounding the Ditch and Ditch Easement in the Property area, NWC Development and the Company agree that NWC Development may record this Agreement, upon execution by both parties, with the Weld County Clerk and Recorder, 22 . This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado , 23 . This Agreement is contingent upon, and shall not take effect until, the approval of the Board of Directors of the Company of the completed plans and specifications of the Improvements, signed by the President and attested to by the Secretary of the Company, and the giving of such approval to NWC Development. The Company may make suggested revisions to the plans and specifications, and if such revisions are fully agreed to by NWC Development in writing, with notice of such acceptance being given to the Company, then this Agreement shall become effective upon receipt by the Company of such notice and payment of the crossing fee. 24. Due to the circumstances arising out of the specific needs of NWC Development's Project, the Company has agreed to the terms herein as a onetime accommodation and does not intend by this Agreement to permanently alter its policies or procedures relating to future crossings with this or other companies , 25 . A copy of this Agreement may be executed by each party, separately, and when each party has executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. (Balance of page intentionally left blank) 7 II IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed by the proper officers , and have affixed their seals hereto on the day and year first above written. AGREED TO AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE. THE PIERCE LATERAL DITCH COMPANY, a Colorado non-profit corporation 414 dli fell 11/2„.. ...,„ Wade Pudtburg, President r ACKNOWLEDGEMENT STATE OF COLORADO ) ss COUNTY OF ) The foregoing instrument was acknowledged before me this /?2 day of e9c.. 26,-,5,c -s. , 2018 by Wade Podtburg, as President of The Pierce Lateral Ditch Company, a Colorado noneprofit corporation. Witness my hand and official seal. in,----c-----• _ My Commission Expires: Notau Public .� .� DUANE C. RUSSELL ', '; NOTARY PUBLIC STATE OF COLORADOig NOTARY tD 240,4000127 , MY COMW$$K)H UPPIR S JANUARYS, 2021) i, 8 NWC DEVELOPMENT, LL C, A Cobra = o limited liability company By : - Nam • .lames C. Karo Title: Authorized Representative ACKNOWLEDGEMENT STATE OF COLORADO ) ss COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this 1,0' day of as r J -C_ 2018 by James C. Kam, as Authorized Representative of NWC Development, LL C, a Colorado Limited Liability Company. Witness my hand and official seal. My ommission Expires : Notary Public �, , ALL 74-4 f r NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20084 00127 .3 MY COMMISSION EXPIRES JANUARY 3,. 2020 1_y1iF 9 IN 7N 66W See 8 mi Ill 1 4 s al a — At F k. —a is, r 4r. a: A 4- Al St it ref IS As It a • • • 1.; - v. w li I ,J r i • Sim a- p� j�ts ; ..• ;,, 4 a T 1 _ } -r 1 F r f" I dillit I Ai, Illi —_ _ _ _ - _liel - - - _ • 7 I p.ite_. 7N 66W Sec 1 8 it TYPICAL DITCH/'CREEK/FLOGDPILAIN CROSSING mg,Rai A Y-,_ Qpie , -et Spank SECTION, TOWNSHIP, RANGEIlli r tmr a 21} f S (\c:. °` s1t A• a • p 1 .af I. FOREIGN . nuynosaed�m*au � I W is- I1 i PIPELINE , AO d SAWN AI seta,mutant) I al f ir / uLl PIPE CROSS-SECTION QETAIL P' II ES n 1. is NOTTO SCALE t3 I f q 1 V RCAVetst.O D LUMTERlAL DES RED Bev RAMS I =7 ‘ I - 12 T6' LIl 1200 [` i 'I ,� ►rz 1tlav „1 la— DIST VARIES w TEMPORARY WORKSPACE I 1 I 1 L Y t I I I I PROPOSED PIPELINE I I LJATERtM. CROSS NOPIPE SPEC I I I VI ,E3!'dallint A MN 4.+r'1allwitL Ma sae ..21tali I Fes- II . . . . I I 0 I I in tint EitirrtAY:AM,.arbilareitint.I MS Ok BIEY.ECU 1 1 I I PLAN 1'=20' 1_f CVO, - -- _ w IL Eflesiein a Ke4N M CHO HCO 73 W PERMANENT EASEMENTEGOE OF FIELD _ p, PO TEMPORARY P.XSPAtE IRRIGATION LII 0 u. a. Ca -- — CA ROAD PC — FIBER OPTIC Z CII t. 4 2 _ -- +" - Gil_ FENCE OVERHEAD POWER Z a, - n. W 9 t> MIMIC C+1.DITCH 41 w CY gl - - -- 7+ twat -+—inn— FOREIGN PIPELIPC i w p,. I in U. NATURAL ,t,•� —FWAr ROAD RCM -------- EOtt OFDRNEW Y �t a + a it GROUND 4. j it ti rasa 1 INA TU)HT4 Tye sne- FICItFC IfAATiOtiPROW:MIRTH'SDRAWNG 101 MIN. 2' MIN �I. • GENERAL REQUIRE MINTS Pt Ps�RO MDAVIti,.PROM!EDEAl�1.� ' M SLOWEST PANT CLEARANCE NCE STATE MID LOCAL AAENCIES ALSO APR.Y 2 DONTROOTCR SHALL u9e THE ONLE CALL'MIDI MOO TO nova MCxR)C CCHTRADTC44 SHALL EIE RESPQH$BLETOLQG•A.TEAu, PARALLELAbO LmU11ESMONTO EXCAVATION ORCONSTRUCTION This i M1 OR M2 PROPOSED OCH8T1TUTE VERIFICATION OFLOCATION CePTR G AHhtrr.9ZeaaTYPESOFaccir I LENGTH MAY VARY = EE PIPELINE 3 wCTas (T4 Y EASFY ALL BMWFACILITYFI AC>E> 1T PRIOR TO MIN . DEPTH BE ACHIEVED TABLE II 6iW IISOW SPECIFIC SAFETY PROCEDURES,MIMEDBYCQI RV ARE TO RE FOLLOAEO AT AL TINES PERWTf1M*GAMIDWQ11FCAT14NT4 CROSS OR voRK - OVER EXISTING FACILITIES SHALL BETHE'CONTRACTORS RE93O4 1St 0+90 0+20 0+40 0+60 BtBO 1+00 1+20 1+40 uTuriEN VT LAIN VS a. 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I _ J ' r � � A. ryryee. 0 z i 5 g I u , 4 ,..„ I ._ 7y s. u - '..e. .L. > & i i I I P. ; � LL �" s � 1• r ± W 8 t :�8 r I i �. 5 , r v 'r ,y s d , • � ; r i 1 ? gy jury I1.I, ....._ CROSSING AGREEMENT (NWC Development, LLC Natural Gas Pipeline Crossings) THIS rEElENT ("Agreement") , made this 164 day of Webber o l between the parties , being THE MILES LATERAL IRRIGATION COMPANY, a Colorado corporation, a lda MILES LATERAL, whose address is 30951 County Road 27, Greeley, Colorado 80631 , hereinafter the "Company", and NWC Development, LL C, whose address is 5956 Sherry Land, Suite 825, Dallas, TX 75225, hereinafter "NWC Development". FACTUAL RECITALS A. The Company is the operator of a canal or ditch commonly known as the Miles Lateral Ditch (hereinafter called the "Ditch"). The Ditch passes through portions of the NW/4 of Sec. 6, 6M 66W, and the SW/4 of Sec. 6, 6N 66W, as approximately shown on the plans attached hereto and incorporated herein as Exhibit A (the "Property"), B . The Company has a valid and existing right-of-way and easement for the Ditch and sufficient lands on each side of the Ditch to allow the Company to fully enjoy and utilize the easement and right of way (the "Ditch Easement") . A portion of the Ditch Basement is generally located within the Property, as approximately shown on Exhibit A. . NWC Development intends to install a natual gas pipeline of no greater than 20" under portions of the Ditch and Ditch Easement (the "Severance Trunk pipeline"). The Severance Trunk pipeline generally will be located in the N /4 of Sec. 6, 6N 66W (approx. 40. 519815' W104. 829565 "), and the SW/4 of Sec. 6, 6N 66W (approx. N40.509070° 104.829904"), generally east of CR 25 , north of CR 72 and also near CR 74 . NWC Development contemplates boring under the Ditch and Ditch Easement in two places to install the pipeline. The location, cross section and other specifics of the boring and crossing location that is located within the Ditch Easement, are further described and shown on Exhibit A attached hereto and incorporated herein by this reference (the "Crossing Area"). The natural gas pipeline and improvements related to the Severance Trunk pipeline are collectively referred to herein as the "Improvements". D . The Company has agreed to grant NWC Development a temporary license to construct and install the Improvements, permission to bore under and cross over the Crossing Area for installation of the Improvements, and permission to install the natural gas pipeline within the Ditch Easement, in accordance with the provisions of this Agreement. NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Company, the parties mutually agree as follows ; 1 . The above Factual Recitals are incorporated herein as if fully set forth. EXHIBIT %4 % Vati 6 2 . For the sum set forth in that separate Crossing Agreement Application executed by the parties, the Company hereby grants to NWC Development the license to bore under the Crossing Area in two locations for the purpose of installation of the Improvements, which will be located within the Crossing Area and within the Ditch Easement, pursuant to the terms of this Agreement. The locations of the crossings and Improvements are more specifically described and shown on Exhibit A, attached hereto and incorporated herein, 3 . For the consideration set forth above in Section 2, the Company further grants to NWC Development a temporary license on, over and across the Crossing Area for the purpose of constructing and/or installing the Improvements in the manner and at the locations designated and described in this Agreement and shown on Exhibit A (the "Construction Easement' ). 4 Development shall obtain all necessary consents, authorizations and permits and shall perform the construction and/or installation of the Improvements in accordance with all applicable laws, rules, regulations, plans and specifications for the design, construction, repair and/or maintenance of the Improvements. The Company acknowledges that NWC Development has provided the detailed final plans and specifications for the Improvements to the Company for its review and approval. Prior to any construction, maintenance and/or repair of the Improvements, NWC Development shall obtain the Company' s written approval of such plans and specifications and any contemplated work prior to exercising its rights pursuant to this Agreement, which approval will not be unreasonably withheld, The Company' s review and any approval of such plans and specifications and the contemplated work shall not constitute an engineering review or supervision and does not affect, release and/or limit NWC Development from any obligation, responsibility or liability to conduct such work in accordance with this Agreement and with all applicable governmental rules and regulations, or for the design, construction, repair and/or maintenance of the Improvements, NWC Development and the Company agree to cooperate in good faith to coordinate any construction, maintenance, operation and/or repair of the Ditch, Ditch Easement, Crossing Area and the Improvements. All construction, maintenance and repair of the Improvements thereto shall be done by NWC Development, entirely without cost to the Company. 5 , The Company makes no representation or warranties as to whether NWC Development obtained, needs to obtain or has obtained consent from the owners of lands surrounding the Ditch and Ditch Easement in the NW/4 of Sec, 6, 6N 66W, and the SW/4 of Sec. 6, 6N 66W, Weld County, Colorado or the owners of any existing pipelines, utility lines or other structures on, over, across or under the Property or other lands surrounding the Ditch and Ditch Easement prior to commencing construction of the Improvements . The Company shall be without liability for any damage to said owners as a result of NWC Development exercise of its rights pursuant to this Agreement, except as to such damage as may be caused by the gross negligence or willful misconduct of the Company. 6 . The improvements shall be constructed., maintained and repaired by NWC Development, at its expense, upon notice to the Company as recited above. Given NWC Development's intended use of the Crossing-Area to install.- a natural-gas pipeline,-which-use could be harmful and dangerous to persons or property if not used or maintained properly and in compliance with this Agreement, the Company shall not make repairs or maintain the 2 Improvements and/or appurtenances; however, in the event any sum is expended by the Company for emergency repairs and maintenance, NWC Development shall reimburse the Company for such costs, fees and/or expenses related to such repairs and maintenance. In the event that the Company finds it necessary to make any emergency repairs and maintenance to the Improvements and/or any appurtenances, the Company shall be without liability for damage to NWC Development, its agents, employees and/or other third parties, including without limitation all landowners, homeowners and business owners in or surrounding the Ditch, Ditch Easement and Crossing Area, except as to such damage as may be caused by the gross negligence or wanton and willful misconduct of the Company. 7 , In the event that the Company finds it necessary to make repairs and maintenance to the Ditch and/or the Ditch Easement, either now or at any future time, the Company shall be wholly without liability for damage to the Improvements, as the result of the making of such maintenance and repairs, except as to such damage as may be caused by the Company's gross negligence or wanton and willful misconduct. In the event repair or maintenance of the Ditch or the Ditch Easement is required or advisable due to the existence, construction, installation, surveying, inspection, operation, maintenance, repair or replacement of the Improvements, at the Company' s election, NWC Development will promptly repair and maintain the Ditch and the Ditch Easement to the reasonable satisfaction of the Company, or alternatively, the Company shall perform or cause to be performed such repair and maintenance and NWC Development shall promptly reimburse the Company for the costs and expenses of such repair and maintenance. Detennination of whether repair or maintenance to the Ditch and the Ditch Easement is necessary or advisable and the nature and extent of such repair or maintenance shall be in the Company' s sole discretion, 8 , The Company shall have full power to operate, maintain, alter, enlarge, relocate, clean and manage the Ditch and Ditch Easement as if this Agreement had not been made, and any expense and/or damages caused thereby to NWC Development shall not be chargeable to the Company, In the event, however, that any such action on the part ofth.e Company could reasonably be expected to affect the Improvements, except in the event of emergency repairs, the Company agrees to give prior notice to NWC Development and to reasonably cooperate with NWC Development to avoid injuries or damages to the Improvements . In the event that the Company finds it necessary to perform emergency repairs to the Ditch and Ditch Easement, either now or at any future time, the Company shall be wholly without liability for damages to the Improvements as the result of the performance of said repairs, except as to such damage as may be caused by gross negligence or wanton and willful misconduct. Determination of whether an emergency exists shall be at the sole discretion of the Company, 9. The Construction Phase shall be completed prior to March 31 , 2019, unless written consent by the Company for an extension is granted, and shall be accomplished during the non irrigation season, unless otherwise agreed by the Company. 10. The Construction Phase, and any subsequent repair and/or maintenance of the Improvements shall be entirely without disturbance of the flow of water into the Ditch, unless permission in writing is first received from the Company for such disturbance, NWC Development 3 expressly agrees that it shall be liable to the Company and/or its shareholders for damages for any unauthorized use or disturbance of the flow of water through the Ditch, without the Company' s prior written permission. Upon completion of any activity upon the Crossing Area by NWC Development, NWC Development shall clean the Ditch and ditch bank area to cause it to be in substantially the same or better condition than existed prior to commencement of such activity, including the compacting of any disturbed soils. 11 . The Improvements shall be owned by NWC Development. Installation, construction, repair and/or maintenance of the Improvements shall be entirely without cost to the Company. The Company' s attorneys and engineers shall be directed to review this Agreement and to consult with Company officials and/or employees as to its contents and effect, and their reasonable fees and expenses shall be paid by IsisTWC Development, 12 . NWC Development shall indemnify and hold the Company, its officers, directors, employees, shareholders and successors and assigns, harmless from any and all liability, losses, damages and expenses , including attorneys ' fees, arising in connection with the exercise by NWC Development of its rights pursuant to this Agreement, including, but not limited to, any personal injuries, deaths, property damage, mechanic's liens or other claims and causes of action of any kind arising out of use of the Crossing Area and the Improvements thereon by NWC Development and/or its employees and/or invitees, and by other third parties, except to the extent caused by the gross negligence or intentional misconduct of the Company or its shareholders, employees, agents, contractors andlor subcontractors. 13 . NWC Development hereby covenants and agrees ., NWC Development shall not install a fence, plant trees, brush or vegetation that obstructs access to the Ditch, the Ditch Basement or the Crossing Area, or construct any buildingwithin the Ditch, the Ditch Easement or Crossing Area, unless written authorization is first received from the Company. D. NWC Development shall promptly backfill any excavations made by it on the Ditch and Ditch Easement and repair any damage it shall do within the Ditch and Ditch Easement to the satisfaction of the Company. C. NWC Development shall not spill dirt, debris or other foreign material into the Ditch . In the event that dirt, debris or other foreign material is spilled into the Ditch, NWC Development agrees to completely clean and restore the affected area of the Ditch to the Company' s satisfaction. D. If at any time the Improvements or any work by NWC Development causes any settling in the Ditch embankments, the roads thereon, the Crossing Area or any pail of the Ditch Easement, NWC Development will upon notification from the Company, immediately make all repairs required by the Company at NWC-Development-expense. -- - - - - - - - - - -- - - - 4 B. Pursuant to this Agreement and in accordance with all laws, rules and regulations, NWC Development shall clearly mark and identify the location of the Improvements, including without limitation clearly marking any above-ground valve set and related appurtenances if so permitted under this Agreement. 14. To protect the Ditch during construction and installation of the Improvements, NWC Development hereby covenants and agrees to the following : A. The top of the Improvements, in particular the natual gas pipeline and related appurtenances, shall be buried no less than five (5) feet below the bottom of the Ditch, and any trench or other excavation in connection therewith shall be backfilled, compacted and stabilized by NWC Development to the satisfaction of the Company. NWC Development shall not open-cut the Ditch during the installation of the Improvements. C . NWC Development shall limit the length of the bore to the shortest length reasonably necessary to properly and safely install the Improvements. D. Should any water seepage and/or leakage from the Ditch occur as a result of N 'NWC Development construction and installation of the Improvements, NWC Development shall repair the Ditch to stop the seepage and/or leakage to the satisfaction of the Company. Alternatively, at the election of the Company, the Company may perform such repair and NWC Development shall reimburse the Company for any expenses incurred in repairing the Ditch in order to stop the water seepage and/or leakage caused by the boring. 15 . In the event that legal services are used by the Company in the enforcement of this Agreement as against NWC Development, NWC Development shall pay reasonable attorneys ' fees and costs including cost of depositions, technical or engineering analysis and work-up, any expert witness charges, and any trial, dispute resolution, arbitration and/or mediation costs and fees. 16 . This Agreement, and any grant by the Company, is subject to all restrictions, reservations, rights-of-way, easements, documents or Agreements existing or ofrecord in the Clerk and Recorder' s office in Weld County, Colorado at the time this Agreement is recorded. The Company makes absolutely no representations or warranties (including, without limitation, warranties of title) in or by this Agreement or any grant herein. 17 . This Agreement and all the terms and conditions thereof shall extend to and be binding upon the successors and assigns of each of the parties hereto . Upon transfer of the interests in this Crossing Agreement, NWC Development, its heirs, successors and assigns, agrees to inform the Company of the name of the transferee. This Agreement shall run with the land described and shown in Exhibit A. 5 18 . Any notice required or permitted hereunder shall be deemed effective when deposited in the United States mail, postage prepaid, first class and addressed to the party to whom notice is to be given, as follows : If to Company:: The Miles Lateral Irrigation Company 30951 County Road 27 Greeley, CO 80631 If to C Development: NWC Development, LLC 5 956 Sherry Lane, Suite 825 Dallas, TX 75225 In the event a different person orentity than the person or entity listed above shall be given notice, the other party shall be notified of this change in writing pursuant to this paragraph. 19 . Following the approvals required in Section 20, NWC Development shall promptly record this Agreement with the Clerk and Recorder of Weld County, Colorado and tender the original recorded agreement to the Company. Unless otherwise agreed in writing, no work shall commence until this Agreement has been recorded and the original recorded agreement is received by the Company, 20. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado. 21 . This Agreement is contingent upon, and shall not take effect until, the approval of the Board of Directors of the Company of the completed plans and specifications of the Improvements, signed by the President and attested to by the Secretary of the Company, and the giving of such approval to NCIVIC Development, The Company may make suggested revisions to the plans and specifications, and if such revisions are fully agreed to by NWC Development in writing, with notice of such acceptance being given to the Company, then this Agreement shall become effective upon receipt by the Company of such notice, 6 IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed by the proper officers and have affixed their seals hereto on the day and year first above written. THE MILES LATERAL IRRIGATION COMPANY, a Colorado corporation By: actiLi. attAlionAinairt_ President ACKNOWLEDGEMENT ENT. STATE OF COLORADO ) ss ) COUNTY OFlj(kid eeThe re Cain instrument was acknowledged e+d before tree this of ( 201'C) by s President of The Miles Lateral Irrigation Company, a Colorado corporation. Witness my hand and official seal. ystu, My Commission Expires: 10r- tese2P2.0 Notary Public Yle- raf L . ORGAN - Notary Public State of Colorado Notary ID # 20124061984 20124061984 7 NWC Devi opulent, LLC R : Name: - ,_ ___ )0) Title: te_ 1 r pet,�.s�'.'^'T T 71 ,es— ACKNOWLEDGEMENT STATE OF COLORADO ) COUNTY OF -e , ) I The foregoing instrument was acknowledged before me this eitariy of T6.1 dirollaii,_ 1 8 by „Lea-t a k_ea., as 4ginvasror Peps c c , -E. g- a - of Witness my hand and official seal, .� . : js ._� - -r . �1.i . _ r �S � Y _ DUANE C, RUSSELL NOTARY PUBLIC ,!, STATE OF COLORADO ,' NOTARY ID 20084000127 all N ., MY C el AL ISS ION EXPIRES JANUARY 3, 2020 '8 6l' My Commission Expires: Notary Public/73(Seal) 8 Exhibit A to that Pipeline Crossing Agreement by and between The Miles Lateral Irrigation Company and NWC Development, LLC, dated October 15M , 2018 . II r l ■ 1 i ■ 1 1 i ■ j * fi • ■ ,• ■ a ■ ■ . 1 i 1 • 1 i ■ I a a • t 41 1 t 1 1 I 1 • ■ 1 • 1 # f a • C ■ no. m, ONE s C. # CD • ## E■ O. 1 0 1 a 1 4 Lel gx # ■ S • t ■ 1 ■ I 1 ■ r 1 • r ■ 1 •... ■ 0 1 . ■ Co C' ! ■ ■ "ay t • • ! • f ■ f ■ ! ■ S • ■ ■ 1 i ■ . a ! • ar a it • R72 ■ • • • • ■, . 1• ■ - 1 t , . MEMORANDUM i.,:.:-, :eir:vi rt I '1„ 1 ,!. �- ',L , To: Planning ommission 7 .6-eirsrj-'%E•powaresejeaso#0 Is %j coedit u fl11L-Li _ ‘- From : Kim Ogle Y Request for modification of Staff Recommendation ub� ect, q Date: October 16 , 2018 The Department of Planning Services is requesting the following modifications to the staff recommendation . Under the heading of Prior to Recording the Map : Item 1 . B The Map shall be amended to delineate the following : Delete Item 9 , as Central Weld County Water District is not party to this application . Move items 10- 16 to Prior to Construction and modify as follows : Item 10 . Show and label the Water Supply and Storage Company crossing agreement reception number, as applicable . (Department of Planning Services ) Provide a copy of the crossing agreement with the Water Supply and Storage Company . Re number to 5 . E Item 11 . Show and label the Pierce Lateral Ditch Company crossing agreement reception number, as applicable . ( Department of Planning Services) Delete , as a crossing agreement is a part of the record Item 12. Show and label the Whitney Ditch Company crossing agreement reception number, as applicable . (Department of Planning Services) Delete, as a crossing agreement is a part of the record Item 13 . Show and label the New Cache la Poudre Irrigating Company crossing agreement reception number, as applicable. ( Department of Planning Services) Delete, as a crossing agreement is a part of the record Item 14 . Show and label the Miles Lateral Irrigation Company crossing agreement reception number, as applicable . ( Department of Planning Services ) Delete, as a crossing agreement is a part of the record Item 15 . Show and label the Larimer & Weld Reservoir Company crossing agreement reception number, as applicable . ( Department of Planning Services) Delete, as a crossing agreement is a part of the record SERVICE, TEAMWORK, INTEGRITY, QUALITY EXHIBIT i3 1090, teac CID Item 16 . Show and label the Larimer & Weld Irrigation Company crossing agreement reception number, as applicable. ( Department of Planning Services) Provide a copy of the crossing agreement with the Larimer & Weld Irrigation Company Re Number to 51F SERVICE, TEAMWORK, INTEGRITY, QUALITY Hello