HomeMy WebLinkAbout20153341.tiff CERTIFICATE OF CONVEYANCES WELD COUNTY
STATE OF COLORADO DEPARTMENT OF PLANNING SERVICES
COUNTY OF WELD
Heritage Title Company, Inc. hereby certifies that it has made a careful search of its
records and finds the following conveyances affecting the real estate described herein
since August 30, 1972, and the most recent deed recorded prior to August 30, 1972.
LEGAL DESCRIPTION
Section Nineteen (19), Township Six (6) North, Range Sixty-two (62)West of the 6`" P.M., County
of Weld, State of Colorado.
CONVEYANCES (If none appear, so state):
[eceotion No. 1290478 Book 1516 Page 627
Reception No. 1995543 J Book 1055
Reception No. Book
Reception No. j Book
Reception No. Book
Reception No. Book
This certificate is made for the use and benefit of the Department of Planning Services
of Weld County, Colorado.
This certificate is not to be construed as an Abstract of Title, Opinion of Title or a
Guarantee of Title and the liability of Heritage Title Company, Inc. is hereby limited
to the fees paid for this Certificate.
In Witness Whereof, Heritage Title Company, Inc., has caused this Certificate to be
signed by its proper officer this 18th day of June, 2015, at 7:00 am.
Order No. 110438891
Heritage Ti le Company, Inc.
By: y
Authorized Signator
�o - r9y� c v er 15
v 'yy Bona 3 PuF.b>7
0-.-..nrim Mn Soom.r. RMmvld
SPECIAL WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS: That I, ELSIE LOUISE
WELLS and JACKSON B. WELLS, of the County of Weld and State of
Colorado , and KATHERINE WELLS CALVE, of the City and County of
Denver and State of Colorado, as devisees, legatees and as Executor
-- `-)' under the Will of Harry L. Wells, deceased, in consideration of
h; y mutual partition and to confirm and perform distribution ordered
]>- by the County Court of Weld County in the Estate of Harry L. Wells,
r`�': deceased , not exceeding a total of one hundred ($100.00) Dollars ,
z in hand received, hereby sell and convey to A. BRUCE WELLS and
r' t
4 JACKSON B. WELLS, the surviving partners , equally, all right,title
and interest of the said Harry L. Wells, deceased partner in the
r i firm of Harry L. Wells , Jackson B. Wells and A. Bruce 'dells , and
in all of its assets , real, personal and mixed, and including all
interest of said deceased in and to the partnership real estate
more particularly described as follows, situate in the County of
Weld and State of Colorado , to-wit:
Sections Four (4) , Five (5) Six (6) , Eight, (8) ,
Nine (5) and the West Half (W2) of Section Three
, (3) , all in Township Five (5) North, Range Sixty-
-S KiQ%.y� two (62) , West of the 6th P.M. ;
W x
;h. Y'iI Sections One (1) , Two (2) , Three (3) , Five (5) ,
cll� _ (" Eleven (11) , Fourteen (14) , Fifteen (15) , the
;)ti3O't _:;...,, ' East Half (E-z) and Three-Eighths (3/8) of the
lye^" West Half (W ) of Section Ten (10) , and the North
'"'"`""'"� Half (Ni) of Section Twelve (12) , ll in Township
A•2.___ _n Five (5) North, flange Sixty-three (63) , West of
the 6th P.M. ;
,: urm'l.
]�;r '<t;.', Sections Nineteen (19) , Twenty (20) , 'Twenty-One
Thirty-One (31) , Thirty-
, (21) 1 Twenty-Nine (2 ) , y-
II Two (32) , Thirty-three (33) , the North Half (Ni)
of Section Twenty-Eight (2b , the North Half (Ni)
uii of Section Thirty (30) and the Southwest Quarter
(SWk) of Section Thirty (30) all in Township Six
(6) North, Range Sixty-two (62) , West of the 6th P.M. ;
Sections Twenty-three (23) , Twenty-five (25), Twenty-
Six (26) , Twenty-Seven (27) , Thirty-three (33) ,
Thirty-Four (34) , Thirty-five (35) , the South Half of
the Southeast Puarter (Si SEk) of Section Twenty-
two (22) , the North Half of the Southeast Quarter
(14 SE+) and the East Half of the Southwest Quarter
(Ei SWj) of Section Twenty-two (22) and the East
Half (E3 ) of Section Thirty-one (31) , all in Township
Six North, Range Sixty-three (63) , West of the 6th P.M.
BOOR-1516 iAGE628
and in every other parcel or interest in real estate
belonging to said partnership at the time of the death
of Harry L. Wells , deceased.
This conveyance is to confirm in the said grantee title
to all said undivided interests in property in the grantee here-
under with all the first parties title in the fractional interests
hereby conveyed in and to said property, with all its appurtenances
and warrant the title against all persons claiming under the under-
signed , but subject to taxes for 1958 and water assessments fall-
ing due in 1958. It shall be effective as of date January 1, 1958
and is -executed by said Executor under said Will empowering the
Executor so to convey, and by said devisees and legatees as
individuals.
Signed and delivered this day of November , A.D.
1958.
Elsie Louise Wells ,
-ii ' %
Katherine Wells Calve
Jackson B. Wells ,
s devisees , legatees and Executor
under the Will of Harry L. Wells ,
Deceased.
STATE OF COLORADO )
) SS
COUNTY OF WELD
/,c/ The foregoing instrument was acknowledged before me this
l% — day of November A.D. 1958, by Elsie Louise Wells , Katherine
Wells Calve and Jackson B. Wells , as devisees and legatees and as
Executor of the Will of Harry L. Wells, deceased.
WITNESS my hand and official seal.
J . ..
My commission expires:
�f
m I A R Yr • Comission expires Dec. 4, 1958 i y//////_///�
tart'• Public
B 1055 REC 01995543 01/16/85 16:31 $6.00 1/002
AR1995543 F 1825 MARY ANN FEUERSTEIN CLERK 6 RECORDER WELD CO, CO
,y r
KNOW ALL MEN BY THESE PRESENTS, That
it ii
II A. BRUCE WELLS, a single person, and JACKSON B. WELLS and
LILIAN M. WELLS, husband and wife •
!I of the County of Weld ,and State of bolorado,
1
for the consideration of TEN AND NO/100ths Dollars, —
I in hand paid,hereby sell and convey to
WELLS RANCH, a Colorado General Partnership
i 32010 Weld County Road #63
I Gill, Colorado 80624 '
! of the County of Weld ,and the State of Colorado,
the following real property,situate in the County of Weld
,,y- I and State of Colorado,ta•wit: '
ISEE EXHIBIT A ATTACHED HERETO AND
INCORPORATED HEREIN BY REFERENCE
I
i
II i .
(convenience deed, no documentary fee required)
' Signed and delivered this 28 day of August , 1984.
1
La the presence of d/ [SEAL] iI 72 �2z
. BRUCE WELLS
. . I LAC SOoi L
[SEiI
p a
A.1.s.9—: r.- Ini SV. ..t�....'..........__[SEAL] I
il ' LILIAN M. WELLS
STATE OF COLURA/rj,�0, 1
County of //1 0Jd' f 99.
II IIVNN/� II ..
The foregoing instrument Wells,
acka single
gel before s o this 28 day of qsSt
ra 84 .bs•... _ s. husband aaf grson, and Jackson B. Wells, and Lilian
V
nd vn.fe
3fy;;omotwttn FioSrdJ • ID .Wimeas y hand and official seal.
: MY move t0rfP#1 ',
' '•.•....... ' - 1. WI l IA SCHMIDT JR.
_ J STP��" _—._—_ 4!b M[RM ETRAET
i •1'`n'na ury: no or , a cue insert n �nYAM T]•r l Oir,, u,ny.:r;mn,i pemr Cr ae
ru'rT:',;a eer p ,,I.rt p.I'.Ine m/u •aoiiv a dole=ion: Io a�,diet rt Ne"
N v,On.II I,,. n,a CIip I duel,..eenm o'.•4m SAL—pr..ide a[ma v' :Ic,`rs lien,
No.901. vaaf..IN AND SALE assn—a,.m„oer,,:.—a,ndfo d vnngmmp e...,a^a,n SaOL suer.nun,..,m;alu—:.a
•
•
B 1055 REC 01995543 01/16/85 16:31 $6.00 2/002
• F 1826 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
EXHIBIT A
•
1. Sections Four (4) , Five (5) , Six (6) , Eight, (8) ,
Nine (9) and the West Half (W1) of Section Three
(3) , all in Township Five (5) North, Range Sixty-
two (62) , West of the 6th P.M. ;
2. Sections One (1) , Two (2) , Three (3) , Five (5) ,
Eleven (11) , Fourteen (14) , Fifteen (15) , the
East Half (Eh) and Three-Eighths (3/8) of the
West Half (W') of Section Ten (10) , and the North
Half (N1/2) of Section Twelve (12) , all in Township
Five (5) North, Range Sixty-three (63) , West of
the 6th P.M. ;
3. Sections Nineteen (19) , Twenty (20) , Twenty-One
(21) , Twenty-Nine (29) , Thirty-One (31) , Thirty-
Two (32) , Thirty-three (33) , the North Half (N§)
of Section Twenty-Eight (28) , the North Half (Nh)
of Section Thirty (30) and the Southwest Quarter
(SW;) of Section Thirty (30) , all in Township Six
(6) North, Range Sixty-two (62) , West of the 6th P.M.;
4. Sections Twenty-three (23) , Twenty-five (25) , Twenty-
Six (26) , Twenty-Seven (27) , Thirty-three (33) ,
Thirty-Four (34) , Thirty-five (35) , the South Half of
• the Southeast Quarter (SASE:) of Section Twenty-
two (22) , the North Half of the Southeast Quarter
(N1/45E:) and the East Half of the Southwest Quarter
E1/25W1/4) of Section Twenty-two (22) , and the East
Half (Ell) of Section Thirty-one (31) , all in Township
•
Six North, Range Sixty-three (63) , West of the 6th P.M.
5. The Southwest Quarter (5W:) of Section Twelve (12) ,
in Township Five (5) North, of Range Sixty-three (63) ,
West of the 6th P.M.
6. All of Section 7, in Township 5 North of Range 62 West
of the 6th P.M.
7. The West Half (W1) of Section (10) , Township Five (5)
North, Range Sixty-three (63) , West of the 6th P.M.
All of the above located in the county of Weld.
Exhibit H
Deed and/or Ownership Information
See the attached documentation of the Surface Lease between DCP Midstream, L.P. and Wells Ranch
L.L.L.P.
SURFACE LEASE
This SURFACE LEASE dated as of , 2015 (the "Lease"), is by and between
Wells Ranch, LLLP, a Colorado limited liability limited partnership, whose address is 32010 CR
63, Gill, Colorado 80624 (the "Owner"), and DCP Midstream, LLC, a Delaware limited liability
company, whose address is 370 l7" Street, Suite 2500, Denver, Colorado 80202 ("DCP").
RECITALS
A. Owner owns approximately 20 acres in Weld County, Colorado more particularly
described on Exhibit A hereto (the "Property").
B. Owner desires to lease to DCP, and DCP desires to lease from Owner, the
Property on the terms and conditions set forth herein.
AGREEMENT
Section 1. Lease of Property. In consideration of the rents and covenants to be paid
and performed by DCP and upon the terms and conditions of this Lease, Owner hereby leases to
DCP, and DCP hereby leases from Owner, the Property Owner grants DCP an access
easement to the Property across Owner's other properties, the location of which shall be
established and approved from time to time by Owner, which approval shall not be unreasonably
withheld. Such easement shall terminate and revert to Owner upon the expiration or termination
this Lease. The initial location of the easement shall be as depicted on Exhibit B attached
hereto.
Section 2. Term. The term of this Lease shall commence on the date first set forth
above (the "Commencement Date") and shall expire on the last day of the calendar month first
occurring Ten (10) years from the Commencement Date (the "Primary Term"). At the expiration
of the Primary Term, DCP, or any successor in interest to DCP pursuant to the terms of this
Lease, shall have the option to renew and extend this Lease for two (2) additional terms of ten
(10) years each (the "Secondary Terms") upon the terms, covenants and conditions herein
contained. Such right to extend shall be exercised by written notice from DCP delivered to
Owner at least six (6) months prior to the expiration of the Primary or Secondary Term.
Section 3. Rent. DCP covenants and agrees to pay Owner for the Property, in lawful
money of the United States, without offset, deduction or demand fixed rent (the "Base Rent") in
the amount of Three Hundred Dollars ($300) per acre per year during the Primary Term and
Fifty Dollars ($50) per acre per year during the Secondary Terms. Base Rent shall be due and
payable on the first day of each calendar month during the Term, without offset, deduction or
demand. Base Rent for any portion of a calendar month shall be prorated based on the actual
number of days accruing during such month.
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Section 4. Use of Property. DCP's use of the Property shall be limited to the
planning, construction, operation, maintenance, repair and replacement of a natural gas
compressor station (the "Facility"), and all related activities, in compliance with applicable laws.
Section 5. Real and Personal Property Taxes/Utilities
(a) From and after the Commencement Date, DCP shall pay or cause to be paid,
without abatement, deduction, or offset, all real and personal property taxes, general and special
assessments, and all other charges, assessments and taxes of every description, levied on or
assessed against (a) the Property, the Facility and the improvements located thereon; (b) any
personal property located on the Property; and (c) the leasehold estate, to the full extent of
installments assessed during the Term. Notwithstanding anything herein to the contrary, DCP
shall be obligated to pay for all development and impact fees for the Facility, and all related
construction and development expenses for the Facility from and after the Commencement Date.
DCP shall make all such payments directly to the appropriate charging or taxing authority at
least fifteen (15) days before delinquency and before any fine, interest, or penalty shall become
due or be imposed by operation of law for their nonpayment, provided DCP has received from
Owner or otherwise all relevant documentation, assessments and notices from such taxing
authorities (the "Tax Documentation"). Owner shall promptly provide the Tax Documentation to
DCP upon receipt from taxing authorities. All payments of taxes or assessments or both,
including permitted installment payments, shall be prorated for the initial Lease year and for the
year in which this Lease terminates, based on the actual number of days in each such year that
are included in the Term. DCP shall not be obligated to pay income taxes, estate taxes, franchise
taxes or any similar taxes imposed on Owner or based on the net income or value of the assets of
Owner.
(b) DCP shall pay directly to the provider of such utilities the cost of all electrical,
gas, water, sewer, telephone and other utilities serving the Improvements (defined below) on the
Property.
Section 6. Construction of Improvements; Title to Improvements
(a) Construction. Subject to the provisions of this Lease, DCP may (i) construct on
the Property buildings, structures, roads and other improvements ("Improvements") reasonably
necessary for the Facility; (ii) make such additions, alterations, changes, and improvements in
and to any Improvements now or hereafter on the Property as DCP may deem necessary or
desirable; and (iii) remove, and demolish any Improvements now or hereafter constructed and
erected on the Property by DCP. DCP may construct or relocate existing roads and driveways on
the Property only with the prior written approval of Owner, not to be unreasonably withheld.
DCP may construct fencing around the perimeter of the Property as DCP may deem necessary or
appropriate to secure or enclose the same and take other security precautions if it is determined
by DCP, in its sole discretion, that such fencing and/or security measures will reduce such risks
of damage, death or injury without unduly burdening Owner's use of the Property or adjacent
property Owner holds any interest to. The expense for any and all Improvements authorized
herein to be constructed by DCP, or other security measures taken by DCP, shall be borne solely
by DCP.
2
(b) Work All work desired to be done by DCP on the Property shall be done at the
sole cost and expense of DCP, shall be performed in a good and workmanlike manner, free of
mechanics' and materialmen's liens. DCP covenants and agrees to indemnify, defend and hold
Owner harmless from and against any losses or expenses, including attorneys' fees, resulting
from any and all mechanics' or materialmen's liens or any other liens against the Property by any
supplier for any work performed during the entire term of this Lease.
(c) Title to Improvements. All Improvements placed or erected upon the Property by
DCP, and all personal property situated therein shall, during the term of this Lease and any
extension or renewal hereof, shall vest exclusively in DCP, and DCP shall have the right in
DCP's sole discretion to remove prior to the expiration or termination of the Term any such
Improvements. Upon the termination of this Lease for any reason, whether by expiration of the
term or otherwise, the title to the portion of any Improvements then situated on the Property and
not yet removed by DCP, including roads, gravel, road base, buildings, concrete foundations,
ponds and buried pipelines abandoned in place, shall, at Owner's option within its sole discretion
forthwith vest in and be the sole property of the Owner, free of any right, title, interest, claim, or
demand of the DCP, or of anyone claiming through or under DCP, provided, however, that DCP
shall have the right, by written notice delivered to Owner prior to the date of such termination or
expiration, to reserve title in and to any tanks, separators, dehydration units and other oilfield
equipment and appurtenances on the Property, which Improvements DCP shall remove in any
event no later than thirty (30) days after such date of termination or expiration and for which
purpose DCP shall retain a limited license to access the Property. If DCP fails to remove any
such Improvements within such thirty (30) day period, title to such Improvements shall, at
Owner's option within its sole discretion forthwith vest in and be the sole property of the Owner,
free of any right, title, interest, claim, or demand of the DCP, or of anyone claiming through or
under DCP. In the event Owner chooses not to accept title to any Improvements abandoned on
the Property by DCP as described above, DCP shall, within thirty (30) days after written notice
from Owner specifying the Improvements to be removed, remove all such specified
Improvements and return the Property as near as reasonably possible to the condition it was in on
the date of this Agreement, including, without limitation, the grading and successful reseeding of
the Property, provided that DCP shall be not be obligated to remove footers and foundations in
the ground beyond an 18 inch depth. DCP shall have a limited license to access the Property to
accomplish the foregoing, as necessary.
(d) Mechanic's Liens. DCP shall keep the Property and the Improvements, at all
times during the Term free of mechanics and materialmen's liens and other liens of like nature
arising out of DCP's actions, and at all times shall fully protect and indemnify Owner against all
such liens or claims and against all attorneys' fees and other costs and expenses growing out of
or incurred by reason or on account of any such liens or claims.
(e) Further Assurances. Upon the expiration or termination of the Lease and Owner's
exercise of rights pursuant to (c) above, DCP shall execute and deliver to Owner such
instruments as Owner shall reasonably request to transfer the Improvements to Owner and to
confirm Owner's ownership thereof
Section 7. Land Use Approvals. In order to construct and operate the Facility, DCP
will need to obtain certain governmental land-use approvals, including a subdivision exemption
3
and a use by special review permit (the "Land-Use Approvals"). Owner agrees to reasonably
cooperate with DCP in obtaining the Land-Use Approvals, provided Owner does not incur any
cost or charge in doing so. In the event DCP fails to obtain the Land-Use Approvals within
fifteen (15) months from the date of mutual execution of this Lease, DCP shall have the right to
terminate this Lease upon thirty (30) day written notice to Owner, and in the event of such
termination the parties shall have no further rights or obligations hereunder, except as expressly
survive expiration or termination hereof
Section 8. Maintenance of Improvements. DCP shall, throughout the term of this
Lease, at its own cost, and without any expense to Owner, keep and maintain the Property,
including all Improvements and all appurtenances to the Property used by DCP, in good, sanitary
and neat order, condition and repair, and, except as specifically provided in this Lease
Agreement, restore and rehabilitate any Improvements of any kind that may be destroyed or
damaged by fire, casualty, or any other cause whatsoever pursuant to criteria consistent with
typical business practices of prudent operators of similar facilities. Owner shall not be obligated
to maintain or make any repairs, replacements or renewals of any kind, nature or description,
whatsoever to the Property or any Improvements.
Section 9. Limitation of Liability; Indemnification. Owner shall not be liable for any
loss, injury, death or damage to persons or property that at any time may be suffered or sustained
by DCP by any person whosoever may at any time be possessing, controlling, using, occupying
or visiting the Property or Improvements or be in, on, or about the Property or Improvements,
whether or not the loss, injury, death or damage shall be caused by or in any way result from or
arise out of DCP's possession or use of the Property, DCP's operations or activities on the
Property, or any act, omission, or negligence of DCP or of any occupant, subtenant, visitor,
invitee or user of any portion of the Property or improvements. DCP shall defend, indemnify
and hold harmless Owner against any and all claims, liability, loss, expense (including, without
limitation, reasonable attorney's fees and costs) whatsoever on account of any such loss, injury,
death or damage. DCP waives all claims against Owner for damages to the Improvements and
facility that are now on or hereafter placed or built on the Property and to the property of DCP in,
on or about the Property, and for injuries to persons or property or death in or about the Property
or Improvements, from any cause arising at any time. This Section 9 shall not apply to loss,
injury, death, claims or damage arising by reason of the negligent or reckless act or omission of
Owner, or Owner's agents, employees, invitees or anyone else acting by, through or under
Owner.
Section 10 Environmental Matters.
(a) Compliance with Laws. DCP shall, and shall cause its agents, employees,
contractors and invitees to, use the Property and conduct any operations on the Property in
compliance with all applicable Environmental Laws. As used herein, "Environmental Laws"
means, as of the Commencement Date, any federal, tribal, state, local or foreign law (including
common law), statute, rule, regulation, requirement, ordinance and any writ, decree, bond,
authorization, approval, license, permit, registration, binding criteria, standard, consent decree,
settlement agreement, judgment, order, directive or binding policy issued by or entered into with
a any national, state, local, native, or tribal government or any subdivision, agency, court,
commission, department, board, bureau, regulatory authority, or other division or instrumentality
4
thereof pertaining or relating to: (1) pollution or pollution control, including storm water; (2)
protection of human health from exposure to Hazardous Substances or protection of the
environment; (3) employee safety in the workplace; or (4) the management, presence, use,
generation, processing, extraction, treatment, recycling, refining, reclamation, labeling, transport,
storage, collection, distribution, disposal or release or threat of release of Hazardous Substances.
"Hazardous Substances" shall mean any and all hazardous or toxic substances, hazardous
constituents, contaminants, wastes, pollutants or petroleum (including, without limitation, crude
oil or any fraction thereof), including, without limitation, hazardous or toxic substances,
pollutants and/or contaminants as such terms are defined in applicable Environmental Laws;
asbestos or material containing asbestos; and PCBs, PCB articles, PCB containers, PCB article
containers, PCB equipment, PCB transformers or PCB-contaminated electrical equipment (as
such terms are defined in Part 761 of Title 40, Code of Federal Regulations), or any waste,
substance, product, or other material which is otherwise regulated or restricted under any
Environmental Law.
(b) Normal Use. No Hazardous Substances shall be generated, treated, stored or
disposed of, or otherwise deposited in or located on the Property other than the normal use of
Hazardous Substances typically used by businesses engaged in the types of activities authorized
by this Lease so long as such use is in full compliance with all applicable Environmental Laws.
(c) Survival. The obligations of DCP set forth in this Section 10 shall survive the
Term or earlier termination of this Lease or the exercise by Owner of any of its remedies
hereunder.
Section 11. Insurance. DCP shall, during the entire Term, keep in full force and
effect, solely at DCP's cost and expense, all of the applicable insurance coverages set forth
below:
(a) A policy of commercial general liability insurance and excess liability insurance
with respect to the Property and the activities of DCP thereon, for which the limits of not less
than Two Million and no/100 Dollars ($2,000,000.00) per occurrence combined single limit
bodily injury, sickness or death and loss of or damage to Property, naming Owner as an
additional insured. Such coverage shall include a broad form general liability endorsement.
(b) Statutory worker's compensation insurance and employer's liability insurance
(c) Automotive liability insurance covering owned, non-owned or hired vehicles
affording minimum coverage of One Million and no/100 Dollars ($1,000,000.00) per occurrence
combined single limit bodily injury or death and loss of or damage to property.
(d) If not otherwise covered under (a) above, coverage for pollution liability with
minimum limits of Two Million and no/100 Dollars ($2,000,000.00) to cover bodily injury;
property damage, including natural resource damage, cleanup costs, removal and disposal,
covering both sudden and gradual pollution conditions resulting from the escape or release of
petroleum or natural gas, or by products from the Improvements or from DCP's operations on
the Property.
5
Any or all of the above coverages may be satisfied by purchasing commercial insurance or
through self-insurance.
Section 12. Casualty. If the Facility or Improvements, if any, or any portion thereof,
shall be damaged or destroyed by fire, casualty or the elements, this Lease shall continue in full
force and effect, without any abatement of or reduction in the Base Rent payable hereunder.
Section 13. Condemnation. In the event that all or a part of the Property is taken by
eminent domain or conveyed in lieu of eminent domain, and in such event if the Property cannot
reasonably be used by DCP for their intended purpose (a "Total Taking"), then this Lease will
terminate effective as of the date that the condemning authority shall take possession of the
same. In the event of a taking which does not prevent DCP from using the Property for its
intended purposes (a "Partial Taking"), this Lease shall not terminate but shall continue in full
force and effect without modification to Base Rent or other obligations hereunder. In the event
of either a Total Taking or a Partial Taking, Owner shall be entitled to retain all portions of any
condemnation award except to the extent expressly allocated to the value of the Improvements or
DCP's leasehold estate, and DCP shall be free to seek such separate condemnation award for
DCP's interest in the Improvements or leasehold estate as DCP deems to be appropriate.
Section 14. Assignment and Subletting. DCP shall not assign (in whole or in part), or
otherwise encumber this Lease, nor sublease all or any part of the Property, without Owner's
prior consent, which consent shall not be unreasonably withheld or delayed.
Section 1.5. Quiet Enjoyment.
(a) DCP, upon paying the Base Rent and all other sums and charges to be paid by it
under this Lease, and observing and keeping all covenants, warranties, agreements, and
conditions of this Lease on its part to be kept, shall quietly have and enjoy the Property during
the term of this Lease, without hindrance or molestation by anyone claiming through or under
Owner, subject to all liens, encumbrances, easements, restrictions and other matters of title of
public record as of the date hereof(the"Permitted Exceptions").
(b) Owner represents and warrants to DCP that it has fee simple title to the Property,
free and clear of all liens, encumbrances, easements, restrictions and any other matters or defects
other than the Permitted Exceptions, and the power and authority to execute and deliver this
Lease and to carry out and perform all covenants to be performed by it hereunder
Section 16. Defaults.
(a) The following events (each an "Event of Default") shall constitute defaults on the
part of the DCP with respect to its obligations hereunder:
(1) The failure to pay any amount due hereunder when the same shall become
due, and the continuance of such failure for a period of thirty (30) days after written notice of
such default has been given by Owner to DCP.
(2) The failure to observe or perform any other material covenant, agreement,
or obligation herein contained on the part of DCP to be observed and performed, and the
6
continuance of such failure for a period of thirty (30) days after written notice thereof has been
given by Owner to DCP or, if such failure, because of its nature, cannot be cured completely
within thirty (30) days, the failure to commence the correction of such failure within such thirty
(30) days or the failure to diligently prosecute the connection of such failure.
(3) The filing or execution or occurrence of (i) a petition in bankruptcy by or
against DCP; (ii) a petition or answer seeking a reorganization, arrangement, composition,
readjustment, liquidation, dissolution or other relief of the same or different kind under any
provision of the Federal Bankruptcy Code or any state bankruptcy or insolvency law; (iii)
adjudication of DCP as a bankrupt or insolvent; (iv) an assignment by DCP for the benefit of
creditors whether by trust, mortgage, or otherwise; (v) a petition or other proceeding by or
against DCP for, or the appointment of, a trustee, receiver, guardian, conservator or liquidator of
DCP with respect to all or substantially all its property; or (vi) a petition or other proceeding by
or against DCP for its dissolution or liquidation, or the taking of possession of the property of
DCP by any governmental authority in connection with dissolution or liquidation.
(b) Upon the occurrence or existence of an Event of Default, Owner may at any time
thereafter while such Event of Default continues:
(I) Subject to compliance with Section 16(b)(6), below, give a written
termination notice to DCP, and upon the date specified in such notice, the Term of this Lease
shall expire and terminate, and all rights of DCP under this Lease shall cease without the
necessity of reentry or any other act on Owner's part. No act by or on behalf of Owner, such as
entry of the Property by Owner to perform maintenance and repairs and efforts to relet the
Property, other than giving DCP written notice of termination, shall terminate this Lease. Upon
any termination of this Lease, DCP shall quit and surrender to Owner the Property in accordance
with this Lease. If this Lease is terminated, DCP shall be and remain liable to Owner for
damages as hereinafter provided and Owner shall be entitled to recover forthwith from DCP as
damages an amount equal to the total of (i) all costs, fees and expenses incurred by Owner
(including reasonable attorney's fees) in regaining possession of the Property; plus (ii) any and
all amounts payable hereunder by DCP as of the date on which Owner regains possession of the
Property; plus (iiii) all other amounts necessary to compensate Owner fully for all damage
caused by DCP's default, subject to any duty of Owner under applicable law to mitigate; plus
(iv) interest at the rate of twelve percent (12%) per annum on such items (i) — (iii) (the sum of
items (i)— (iv) is referred to herein as the"Default Rent").
(2) Subject to compliance with Section 16(b)(6), below, without demand or
notice, enter upon and repossess the Property or any part thereof, and repossess the same as of
Owner's former estate and expel DCP and those claiming through or under DCP, and remove the
effects of any and all such persons, by force, summary proceedings, ejectment or otherwise,
without being deemed guilty of any manner of trespass or forcible entry and without prejudice to
Owner's rights to recover Default Rent and damages. Owner shall be under no liability for or by
reason of any such entry, repossession or removal. If Owner elects to reenter as provided herein,
or if Owner takes possession pursuant to legal proceedings or pursuant to any notice provided for
by law, Owner may, from time to time, without terminating this Lease, relet the Property or any
part thereof No such reentry, repossession or reletting of the Property by Owner shall be
construed as an election on Owner's part to terminate this lease unless a written notice of
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termination is given to DCP by Owner. No such reentry, repossession or reletting of the
Property shall relieve DCP of its liability and obligation under this Lease, all of which shall
survive such reentry, repossession or reletting, provided that Owner's obligation at law, if any, to
mitigate its losses shall remain. Upon the occurrence of such reentry or repossession, Owner
shall be entitled to the amount of the monthly Default Rent, and all other sums, which would be
payable hereunder if such reentry or repossession had not occurred, less the net proceeds, if any,
of any reletting of the Property after deducting all of Owner's expenses in connection with such
reletting. DCP shall pay such amounts to Owner on the days on which the Rent would have been
payable hereunder if possession had not been retaken.
(3) At any time or from time to time after the repossession of the Property by
Owner following an Event of Default by DCP, regardless of whether the Term of this Lease has
terminated, Owner shall have the right to relet the Property or any part thereof for the account of
DCP, in the name of DCP or Owner, without notice to DCP, for such term or terms (which may
be greater or less than the period which would otherwise have constituted the balance of the
Term of this Lease) and on such conditions (which may include concessions or free rent) and for
such uses as Owner, in its uncontrolled discretion, may determine, with the right to make
alterations and repairs to the Property, and may collect and receive the rents therefor. In no
event shall DCP be entitled to receive the excess, if any, of net rent collected by Owner as a
result of such reletting over the sums payable by DCP to Owner hereunder.
(4) Subject to compliance with Section 16(6)(6), below, in the event of any
termination of this Lease by its terms or by operation of law or any repossession of the Property
pursuant to the terms of this Lease, DCP, so far as permitted by law, waives (i) any notice of
reentry or of the institution of legal proceedings to that end, (ii) any right of redemption, re-entry
or repossession, and (iii) the benefits of any laws now or hereafter in force exempting property
from execution for rent or for debt.
(5) Owner's exercise of any or all of the remedies set forth in this Section
shall not in any way restrict Owner's right to exercise any or all available remedies at law and in
equity
(6) Notwithstanding anything to the foregoing in this Section 16(b), Owner
and DCP acknowledge that DCP intends to invest substantial capital and time in the
Improvements and operations on the Property and, as a result, termination of this Lease, or
repossession by Owner of the Property may result in a substantial hardship to DCP.
Accordingly, prior to any termination of this Lease by Owner or repossession by Owner of the
Property, Owner and DCP agree first to try in good faith to settle the dispute by mediation. The
parties shall use a mediation expert reasonably acceptable to both sides and shall convene the
mediation at a location mutually acceptable to the parties in the State of Colorado. The costs of
mediation shall be borne equally by the parties. En the event the parties are unable to resolve the
dispute by mediation through the exercise of good faith efforts by the date that is thirty (30) days
from the occurrence of the Event of Default, then Owner shall be entitled to pursue the remedies
set forth in this Section 15(b), and Owner shall be entitled in the pursuit of such remedies to
recover the costs of mediation incurred by Owner hereunder.
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Section 17. Waivers. Failure of Owner or DCP to complain of any act or omission on
the part of the other party, no matter how long the same may continue, shall not be deemed to be
a waiver by said party of any of its rights hereunder. No waiver by Owner or DCP at any time,
express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a
breach of any other provisions of this Lease or a consent to any subsequent breach of the same or
any other provision. No acceptance by Owner of any partial payment shall constitute an accord
or satisfaction but shall only be deemed a part payment on account.
Section 18. Force Majeure. In the event that Owner or DCP shall be delayed in,
hindered in, or prevented from the performance of, any act required hereunder by reason of
strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive
governmental laws or regulations, riots, insurrection, war or other reason beyond their control,
then performance of such act shall be excused for the period of the delay and the period for the
performance of any such act shall be extended for a period equivalent to the period of such delay.
Section 19. Notice. Every notice, approval, consent or other communication
authorized or required by this Lease shall not be effective unless same shall be in writing and
personally delivered or sent postage prepaid by United States registered or certified mail, return
receipt requested, addressed to the other party as follows:
As to Owner Wells Ranch, LLLP
Steven T. and Teresa L. Wells
32010 WCR 63
Gill, CO 80624
Telephone: 970-356-4671
As to DCP_ DCP Mainstream, LLC
370 l7`'' Street, Suite 2500
Denver, CO 80202
Phone: (303) 605-1730
Attn: General Counsel
Either party to this Lease may from time to time change its address for receipt of notice and other
communications by giving notice to the other party in writing and in accordance with the
procedure set forth above in this Section.
Section 20. Certificates. Either party shall without charge at any time and from time
to time, within thirty (30) days after written request of the other, certify by written instrument
duly executed and acknowledged to any mortgagee or purchaser, or proposed mortgagee or
proposed purchaser, or any other person, firm or corporation specified in such request: (i)
whether this Lease has been supplemented or amended and if so the substance of the supplement
or amendment; (ii) whether the Lease is in full force and effect; (iii) whether any default exists
under this Lease; (iv) whether any offsets, counterclaims or defenses exist; (v) the
commencement and expiration dates of the Term; and (vi) with respect to any other matters
reasonably requested. Any certificate may be relied upon by the party requesting and receiving
it.
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Section 2L Governing Law. The terms and conditions of this Lease shall be
governed, interpreted, constructed, regulated and enforced by the laws of the State of Colorado.
Section 22. Partial Invalidity. If any term, covenant, condition or provisions of this
Lease or the application thereof to any person or circumstance shall at any time or to any extent
be invalid or unenforceable, the remainder of this Lease or the application of such term or
provision to persons or circumstances other than those to which it is held invalid or
unenforceable shall not be affected and each term, covenant, condition and provision of this
Lease shall be valid and be enforced to the fullest extent permitted by law
Section 23. Entire Agreement. No oral statement or prior written matter shall have
any force or effect. DCP agrees that it is not relying on any representations or agreements other
than those contained in this Lease.
Section 24. Parties. Except as herein otherwise expressly provided the covenants,
conditions and agreements contained in this Lease shall bind and inure to the benefit of Owner,
DCP and their respective successors, administrators, heirs and assigns.
Section 25. Recording. Upon the mutual execution and delivery of this Lease, DCP
shall have the right to record a Memorandum of this Lease in form reasonably satisfactory to
Owner in the Clerk and Recorder's Office of Weld County, Colorado,
Section 26. Voluntary Termination Right. Notwithstanding anything to the contrary in
this Lease, DCP shall have the right at any time to terminate this Lease upon not less than six (6)
months prior written notice and payment of one (1) year's rent to Owner. Upon the date of
termination specified in such written notice from DCP, this Lease shall terminate and the parties
shall have no further rights or obligations hereunder, except as expressly survive expiration or
termination hereof
[signatures appear on next page]
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IN WITNESS WHEREOF, the parties hereto have hereunder set their hands as of the day
and year first-above written.
OWNER: Wells Ranch, LLLP
By
Steven T. Wells
Title: General Partner
DCP DCP Midstream, LP,
a Delaware limited partnership
By:
Name:
Its:
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STATE OF COLORADO )
) ss
COUNTY OF WELD )
The foregoing instrument was acknowledged before me this day of
2015, by Steven T. Wells, as General Partner of Wells Ranch, LLLP.
Witness my hand and official seal.
My commission expires:
Notary Public
(SEAL)
STATE OF COLORADO )
) ss
COUNTY OF WELD )
The foregoing instrument was acknowledged before me this day of
2015, by as of
DCP Midstream, LP, a Delaware limited partnership
Witness my hand and official seal
My commission expires:
Notary Public
(SEAL)
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