HomeMy WebLinkAbout20140062.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
Corrected Subdivision Exemption No. 1027 recorded January 12, 2007 as Reception No.
3447770 of the records of Weld County and being situate within the North Half (N Y) of Section
Thirty(30), Township Six(6) North, Range Sixty-five (65)West of the Sixth Principal Meridian (6th
P.M.), County of Weld, State of Colorado
And
Lots A, B and D of the Correction Plat of Recorded Exemption No. 0803-30-2 RE 3860 (Corr. RE
3860) recorded January 12, 2007 as Reception No. 3447771 of the records of Weld County and
being situate within the North Half(N /)of Section Thirty(30), Township Six (6) North, Range
Sixty-five (65)West of the Sixth Principal Meridian (6"' P.M.), County of Weld, State of Colorado
CONVEYANCES (If none appear, so state):
I Reception No. 1144205 I Book 1345 Page 596 _1
Reception No. 1425327 Book 502 ___I
Reception No. 1475180 Book 553
Reception No. 3447770 I Book
[ Reception No. 3447771 Book
[ Reception No. 3421601 [ Book
[ Reception No. 3454537 [ Book
[ Reception No. 3792498 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 5th day of September, 2013, at 7:00 am.
Order No. H0383925
ge TitTe= — , I c.,ArtaAathor ed iv to
_N.E I !-,i)C''- :1d'I�E tielYr rTr aS�'!\4� t.ile.t• J ' -'�T
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eoa1345 9 010121152 4,
—
aaaap—ee w.LL442115 __ &tin lF aea■dr.
: •
Twit Dsso, Nada Ma first day r December
to es me of ear Levi MI teems We rndoaf fifty-two 14 Ibetween
-`,
GRACE R. TINKER es the r
cpa.yd Weld / wId114a
of Colors..of the belt pert,sad NONFOR FEED LOT99, INC.,
a arpntin«malted read
ealeey.Mn sad by rtwoe of the ban Was Pate of Colorado . _
at the mend part
�l.`,;''�.
Wltftla!!f, That the nth party math first port, he as t raddae$.o of it a at i ,,c
Ten Dollars and other good and valuable consideration, lludlof -1',II to the tall pas y of the ant part la bad bell by the rd oat*opt the thread pate tad esalpl whited le ,
r1 d id r herebyeeaeead aaeiawwM,l I pM4MgaaM w
W . «see sadness
the. Ina dew '
great,born*oea,ammo as ends,ua b the Sinil pares at as woad ant,as paa w s ams say termer L. EJ1/2;D'
e ll the famwined.rdbad let ..panel mfteed.Stab.bin w that la the i1
Ceaaty of Weld magma d oeiwada,'arf and in Northern Colored. .1. ' -
Water Conservancy District. to-wits �,
: rB
re_ The East Half of the Northwest Quarter ($i98W$) of Section
171,, , c' Thirty ( Township Six (6) North. Range Sixty-five (65) West
of the Sixth (6th) P.N.. end water for irrigation thereof by t�
night (8) shares of The Wee Cacho 1a Poudre Irrigating Comparay, '
eight (8) shares the Cache 1a Fondre Reaervoir Company, one (1) ... 4c1(& .
share The Windsor Reservoir and Canal Company. and one (1) lateral
right in Carpenter Lateral Company. together with all easements,
11 rights for carriage of water and rights-of-mayor every kind used
with said land, and subject to rights-of-way for existing ditches - ; e
end •public roads, , p,
TOGETHER with all.M ebmnlarthe borate Me sae epyateraeaa tbanaato bdesiha,or la earths �.. , tlm
apa
wtaleloa,.d remain w the rwi veaanlon,renalader w naiad.,.,ram*Wen w prate as r,
the estate,right,title,laterest,claim w deemed whatever of the add teat y d lr Mee paw,either b bow s 4` I5q
or sanity,of,In mad to the above ba'plaed Radea,with the NwaYma4 w appetWaenea
TO HATE AND TO BOLD the add pathos above rrPlad w deeU■d,with the ayaaMaoeso,sato the'
-••Id petty d the meeood pew. Ea gstaon w aadgaa Sava.AM the cold paid y d l . M M past,toe _':, # '•
her self her halm,earmews,w.da6Yaatwe,de es aa-aat,Enid,Sepia w ens is ma with r
she tale meMy d tr ..mad pre,lla.ae®e w emir.:Irt.d Kids fLrer the 4Fs�-°�d �.'�.,r a . i , a
:' ors peseta, she is well.t d d l .psrdaaO absn.eunTb n d and,aam,mesas.arse w • 7
ldelesalbie.Meta d Shaalt..a,I.�,`s..arts«.w hoe pad ateM,IC pawn aid hrhl.eehrr4 is -r
neat.bnpel.,sal salaam S..tee d mare w fns as d u..M,w a the tar on free w Was hw 'ti
t all saes.«w.her peal.,batpaiS,.5,S,eta,anaaaanla.M laasabaaer d wbaththr head M nr.
:eau, subject to 1952 taxes shish grantor herein assumes and agrees, r 'to pay.
rat
':w lr three rrnb.ed pnshs b tr Who aid peaetahle p,aiS.e d tr Si pro of eke the pet,S - vinj b
aegsrae w WIMP aeoat ell W alga PROS r WNW?mad*Marlar r to Wig the midis ow reap pad {
thereof,the Si pay etas dad pat tsH sad wB WARRANT AID reaming onuses t i
0 mama pBJPwpp'.The RAY patty d a dart pt bed Mato aid her rid
aid tai the doe w pore Eat Pope lea. ? 4'
4t
aipa&Meld mg Donned r Oka alumna of _ r �q�®
e E, TiBT .-SaEAW i
__ _____ 90taAL1 f
Vora w .an �t.
dolADa, r� -
plata/ h 1mTao r hat
w� Wan a BYY oil is
tp of sae
i. M iA
14
.;or. �A f it
t elikMa Wag"- theliniellelealiblatteadi r gagge t&mnoa ,l -
i I•t t•. 'Pe?. , .
Yf IA r v err
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a,l
''a0 o'b'oe :,2,--‘,,.,i
{
obis JAN 3 fig__
I. •
l ANN SOME6 I'•i
•
•
-- vVfG° ,
.
DRIB, aTAYY
This ihaaa, amass* 23rd dyed November Ihe'd.�Wc.F.
be the year d arm toed ow tbomd vb.6mthd pad■Sxty-three Y`di
ken= HAIM H. DOE[ and LILLIAN EDITH 'T{ ,fret ,
NO!@OiT-- —camy d Held e.d Bbb n; , t .
d cobnaa,a[w that part,pod ND'NFOItT FS® LOPS, INC., /•• t �'
e tapontlw mpvla.d pad Q=. `
elating mule pod by virtue at tie laws cc the ELM.if Colorado .•:-.1_117.' I 11 :(I.
d the wendputt I .. •
WITNE.SSEIE.The the tad pert Lee of the lint per, let end b eeaaldonnee s the rpm at
�•drEdd and other good and valuable consideration DOLLAeR,
to the add part fell at the newt pmt be mod pad by the Mid poly ad the second pct,the mvlpt whereat(a
hereby maimed.and edmawladgod,ReVegre an nted,banshee,mid an s d evens an en
sevens,tad by thee aneat@ de '
Me,hergaaa,sag,convey sad confirm,cob the add party of the smear:pan,lm the tents and budges torus,
afefthefeflo legdeaaltwd Fa or°axal or land.anat.,lying,..4 tang le Le
Corny et Weld and etas,a Gatorade,ta-wia
t
The West Half (Wk) of the Northeast Quarter (NEB • II I!
of Section Thirty (90), Toenahtp Sint (6) North, f�f� ..i.-Y.., ; -
•
• 8inge Sixty-five (65) West of the Sixth Principal ,}S
Meridian, together with tea allerea of the capital :': I
stock of the Windsor BeDorvoir and Canal Company, E.: t 1 -
eight shares of the capital stock of the Nay Cache -
La Poudre Irrigating Company and eight shares of • •
the capital stock of the Ceehe Le e.W-.1-e a-eervefr
Company.
•
Tf)OLTIEDI with ell and shouter the heeedltoments nod app,eneamea theaetb belonging cot In mamba
opp[rialteng,and the aetnlen and tnsdons,remainder and memluden,tats,Sum and pmit@ tenet;and ell
the testa tight,title,intone,clew sod demand wmteaesee of the red part inset the iepr tart,dtbnr 1a lee
or«men of,In and to the abet,bmmtaed premltes.With the hv:edl Unites and apPutmnentae-
TO RAVE AND To HOLD Le said premby abase barb-Lined and deserted,with the appurtenance,nee the
•
add party of the e.co¢d pmt. Its @etcetera and amino format.And the sad port lea ad the One per,fur
hen re-Yea,thliirk.amnion, and adetlmtters,do anent,rent,bargain end ante teens with
the cold perry of it.mend pert,lie esteem and omlpm,that at the nee it Rah scowling and deal..., if
roan preen,they are veil Milted at On pu=bs there conveyed,a of goal,sun,perfect,abaluta odd
bdefraelble estate d Inheritance,In Iow,in fee ample,and ha Ve geed right.loll power and lend authority In
•
net,bargain.sal and coney the tame in mama➢sad-Iona ea ete.nold,sod that La_cod no lose end clue ism
all tonne and other neat.,bnegsle,sales,hear,ten,oneeteooute and leeam'ersaree of whether hied or nature
goner,
n Si
I'„ 4
and the above bargained p smite In the quiet end peach'poaemlon at the sad petty of the naiad Part,lb
evaemor,end neighs,egainen ell and eery person a persona lawfully calming or La claim the whale or my part
thereof,the ofd pmt i.e the ant pan shall and will WARRANT AND FOREVER DEFEND. •
DI EPITOME wanner,The told pmt issue the flea pmt have hereunto .ettheir baud ■ •
end sal thn year fire apes written. / L[ t e-
.
..
In th.Rune of 1
dEbrt 'li,�c1 [aeALl d
Signed,Ended and DeliveredL..V it1llDt"HltICl1"'NDd'!i farAL] -
•
•
STATE or COLORADO
N
11
N _
Corley d WRD to
The foregoing instrumentan wl
instrument wu bw .dad McInnis t!th 23rd day of
1°63 by Warren H. Monfort and Lillian Edith Monfort. a
WITNR&9 my band and o➢fbbt seal Art.
�yJlni,p�. X .
My commission expire /9 / .-, -hJs �• •� 9 I .
JJ t /l
• r.-.:...'` sd •I, - Ir lf3
a `bw...G'. , I ..
NaW wfeawrrb®ao tmrgewsos.atartiyatsrra, ""'nnma„ee, •�I .
prYttea ta.y.O.aware le..phwtar�,OtwaV N
•
l: _
- . . . .
r +
•
•. Recorded at ryjl si ytl oak� M. NOV 3 019
wee 553 Reception No. 1475 MO mar moms , Recorder. ! 'r
' KNOW ALL MEN BY TNrRAYBURN en
SE PRESENTS, That Mott gym RAYBUd
, �.., FERN IONS DOWNS, tonairly Fern Ione Rayburn 1
ofthe County,f Weld , and State of Colorado, i `
for the consideration of other va:,uable considerations and Ten Dollars,
r; in hand pall, hereby eel' and convey to MIHIORT FEED LOTS, INC., a Colorado
d.M.o. Geexep„f- Corporation, ,ar,dgbeee-e4Cot.S"r, ii �'I
the following real property, oituat, in the County of Weld
and State of Colorado, to-wit:
• " The West Half (A}) of the North.ent Quarter (NWf) of SectThirty (30),lion �.r,.,,�..
fT Township Sir (6) north, Range Sixty-five (65) West of the 5th P.M.
excepting a otrip of land conveyed for ditch purposes by quit claim dead
o recorded in Book 714, Page 0, Wald County Records,
together with eight (B) shares of the capitol stock of The New Cache is
foudre Trrigeting Company told tight (6) ahnrea of the capital flock of
Y,,-'- The Cache le Pardee Reservoir ;onpany.
F
_t. tr\ go' I 7il '' OOLINENIORP-
WI WV o' AAIl09a
J
Y
with all its appurtenances, and warrant the title to the same, subject to oil Leans
of record, to 196S'tnxoe, payable .11106-6, and to Real Eatate Mortgage to John
". Ilencock Mutual L1fu-Insurance Ceapiny, recorded in Bock 1525, Page 596, Weld
County Record,. on which there to , balance going in the principal sum of
66300,OD plus interest at 5t% per trmum iron February 1, 1965, which Grantee,
by acceptance of this deed, aflame, and agrees to pay no part of the purebaae ' -
price, and subject to any condition:, reearvatione, exceptions and restrictions
l+" of record.
Signed and delivered this 5th day of November , A. D. 19 65 I
i
in the presence of - ,Cn6.w2, YG�tdY "11:1,4a1S AL)
nee , Fenn
e c (SEAL)
Formerly Fenn Tone Raybuxm
(SEAL)
STATE OF COLORADO, •
COUNTY OF WELD. )B5' . t
..'J;I,s,,,Ioregoing inotrumeni woo al knowledgud before roc this 1,,1 day of November
,•I'%,60 f MV'•.6umne Elton Rayburn and Fern Ione Downs, formerly known ao Fern Rine
al. WTinit,Ytr5 my hand and offici Ioral. Rayburn
W 111
• \\4NfY t�onitmeefor expires 3/4/(...15 //
•tc ae Notary Public,
�-
OIt. y natural person or parnpw heroin insert name or names; if by persona
acting in reprtoc nlative or elficfal nrnnttly or an attorney-in-fact, then insert name
of persoaes oftcuter, attorney-in [a,r or other calnmily or description; if by officer •
of corporal:en, thee: kJ chi unmc of o•.ch office or of incite n, ee the preaident ur other
off rent of such corpora:inn, Hamm; it. -- STATIf7 Oft? ACKNOWLEDGMENT,
SESSION 1927. • -
WARRANTY DEED -- Statutory Form0. T'
1 ,
Colorado Secretary of State - Summary Page 1 of 1
il ll 1 k Ivy
risr gl COlbl 0111f Il l ll!'llj� �� x>r�a ,,�. x`•:�`"':'-'� _
V j Secr�eltar i'pf�Sfat I " ;'l� i err
\l / Seaf�Ge5sl kla'N111t"ti' '
lB7fi I {a i • [ ly T f I�• �E� 11�-1 II 11 6. . - �� t 1'�.�t. •
_. r ••r • -
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N oufiwtion ID Number. 19671011372
Trade Name: MONFORT FEED LOTS.INC
easiness Home
easiness Information True Name of Registrant SWIFT BEEF COMPANY
e asiness search Primary Residence or Usual Place of
Business Street Address: Nol Applicable
FAGS,Glossary and Primary Residence or Usual Place of Not Applicable
mrormatior Business Melling Address:
Status: Effective
Form: Foreign Corporation
Formation Dale: 10/09/1973
Expiration Date: Nol Applicable
Renewal Month: Nol Applicable
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i I IIIIIIIII1I !IIII IIIIII11111IIII !IIIIII III RE It IIII
3421601 09/22/2006 10:53A Weld County, CO
601 1 of 6 R 31.00 D 24.93 Steve Moreno Clerk& Recorder
SPECIAL WARRANTY DEED
(PARCEL ARE 3860)
Swift Beef Company, a Delaware corporation, formerly known as Monfort Feed Lots,
Inc., a Colorado corporation and Monfort of Colorado, Inc., a Delaware corporation, ("Grantor"),
in consideration of TEN DOLLARS ($10.00)and other good and valuable consideration, in hand
paid, hereby sells, assigns and conveys to Greeley Land Fund, LLC, a Colorado limited liability
company("Grantee"), whose address is 102 South Tejon, Suite 700,Colorado Springs, Colorado
80903 Attn: R. Tim McKenna, the following real property,water rights, minerals,mineral rights,
royalties and related interests in Weld County, State of Colorado,to wit:
As set forth on Exhibit A ("Land"), Exhibit B ("Water Rights") and Exhibit C ("Mineral
bi Rights") attached hereto and incorporated herein by reference, with all appurtenances, and
u. warrants the title to such Land, Water Rights and Mineral Rights against all persons claiming
c under Grantor, subject to the matters indicated on Exhibit D attached hereto.
ai
g Signed this 13`h day of September, 2006.
o
c.
Q
Swift Beef Company, a Delaware corporation, formerly
known as Monfort Feed Lots, Inc., a Colorado corporation
and Monfort of Cooloradoo, Inc., a Delaware corporation
By: Z/!/ZllA 1-7^--`_
Donald F. Wiseman
, Vice-President, General Counsel &Secretary
STATE OF COLORADO )
)8s.
COUNTY OF WELD )
The foregoing Special Warranty Deed was acknowledged before me this 13th day of
September, 2006, by Donald F. Wiseman, Vice-President, General Counsel & Secretary, Swift
Beef Company, a Delaware corporation, formerly known as Monfort Feed Lots, Inc., a Colorado
corporation and Monfort of Colorado, Inc., a Delaware corporation.
Witness my hand and official seal.
My commission expires: g 'S '" Oq
[SEAL]
Boa, Lifa:± 1.-dimx)N1 )c-.
DALE LEIGH DOWNING Notary Public
NOTARY PUBLIC
STATE OF COLORADO
f-R tnD. 6..‘ Sc,CoafE 5kbuo7Dt ftC ',j
re a I -155.
GAH-Iz+c.q, CA mloa4 ND
1 11111111111 11111 111111111111111 1111111ill IIIII1111 1111
3421601 09/22/2006 10:53A Weld County, 00
2 of 6 R 31,00 0 24.93 Steve Moreno Clerk& Recorder
EXHIBIT A TO SPECIAL WARRANTY DEED
Lot D of Recorded Exemption no.0803-30.2-RE3860,recorded September 29,2004 as
Reception No.3223257,being a part of the North 'A of Section 30,Township 6 North,Range 65
West of the 6th P.M.,
County of Weld, State of Colorado.
1111111 IIIIIIIIII111111IIIIIill! 111111111111111Ill! IIII
3421601 09/22f2006 10:53A Weld County, CO
3 of 6 R 31.00 0 24.93 Steve Moreno Clerk& Recorder
EXHIBIT B TO SPECIAI,WARRANTY DEED
(Parcel D of RE 3860)
DESCRIPTION OF WATER RIGHTS BEING PURCHASED
The water rights and related wells, fixtures and facilities purchased pursuant to the Contract to
Buy and Sell Real Estate, and Addendum A to Contract to Buy and Sell Real Estate,between
Swift Beef Company(as Seller) and Greeley Land Fund, LLC(as Buyer) are expressly limited
exclusively to the water rights confirmed and wells and water uses permitted by the following
decree and related well permits, the water rights and contractual interests represented by the
following ditch company shares and augmentation plan, and the following rights to nontributary
ground water:
I. Monfort Feed Lots, Inc. Well No, 15-6705 (Colorado Division of Water Resources
Registration No. 6705), with an appropriation date of September 1, 1960, as confirmed
by the Decree issued by the Water Court,Water Division No. 1, State of Colorado, on
March 14, 1977, in Case No. W-2002, as changed for alternate irrigation uses by the
Decree issued on December 26, 1980, in Case No. 79CW213.
2. Monfort Feed Lots, Inc. Well No. 18-R11000 (Colorado Division of Water Resources
Registration No. R11000), with an appropriation date of November 10, 1954, as
confirmed by the Decree issued by the Water Court,Water Division No. 1, State of
Colorado, on March 14, 1977, in Case No. W-2002.
3. Monfort Feed Lots, Inc. Well No. 16-8968F (Colorado Division of Water Resources
Registration No. 8968F),with an appropriation date of August 1, 1958, as confirmed by
the Decree issued by the Water Court, Water Division No. 1, State of Colorado, on
March 14, 1977, in Case No. W-2002.
4. Monfort Feed Lots, Inc. Well No. 12-RN268 (Colorado Division of Water Resources
Registration No. RN268), with appropriation date of June 30, 1940, as confirmed by the
Decree issued by the Water Court, Water Division No. 1, State of Colorado, on
March 14, 1977, in Case No. W-2002, as changed for alternate irrigation uses by the
Decree issued on December 26, 1980,in Case No. 79CW213.
5. Monfort Feed Lots, Inc. Well No. 13-RN269 (Colorado Division of Water Resources
Registration No. RN269),with an appropriation date of July 31, 1945, as confirmed by
the Decree issued by the Water Court,Water Division No. 1, State of Colorado,on
March 14, 1977, in Case No. W-2002.
6. Monfort Feed Lots,Inc. Well No. 8 (Not Registered), with an appropriation date of
April 7. 1948, as confirmed by the Decree issued by the Water Court, Water Division
No. 1, State of Colorado, on March 14, 1977, in Case No. W-2002.
7. Any and all contractual rights and interests in the following augmentation water credits
associated with each of the above wells in and from the Plan for Augmentation of the
11111 111111111 11111 11111111111111 VIII 11111111
3421601 09/22/2006 10:53A Weld County, CO
4 of 6 R 31.00 D 24,93 Steve Moreno Clerk& Recorder
Cache la Poudre Water Users Association(CLPWUA), as decreed by the Water Court,
Water Division No. 1, State of Colorado, on January 17, 1976, in Case No. 7921:
A. For Monfort Feed Lots, Inc. Well No. 15-6705, 29.0 acre-feet(AF) of
augmentation water credit from the CLPWUA Augmentation Plan.
B. For Monfort Feed Lots, Inc. Well No. 18-R11000, 138.00 acre-feet(AF) of
augmentation water credit from the CLPWUA Augmentation Plan.
C. For Monfort Feed Lots, Inc. Well No. 16-8968F,29.0 acre-feet(AY) of
augmentation water credit from the CLPWUA Augmentation Plan.
D. For Monfort Feed Lots, Inc. Well No. I2-RN268, 11.0 acre-feet(AF)of
augmentation water credit from the CLPWUA Augmentation Plan.
E. For Monfort Feed Lots, Inc. Well No. I3-RN269, 11.0 acre-feet(AF) of
augmentation water credit from the CLPWUA Augmentation Plan.
F. For Monfort Feed Lots, Inc. Well No. 8,2.0 acre-feet(AF) of augmentation water
credit from the CLPWUA Augmentation Plan.
8. Fifteen(15) shares of stock in New Cache la Poudre Irrigation Company.
9. Any and all rights and interests in and to all nontributary ground water, as defined in
C.R.S. § 37-90-]03 (10.5), if any,underlying the lands covered by this Deed.
10. 163 Acre Feet of Grantor's allocation from the CLPWUA.
It is understood that Grantor expressly excludes,reserves and retains title and the right of use to,
any and all water rights and related rights-of-way, structures and facilities not listed above that
are or may have been located or used on Parcel D, including but not limited to any and all rights
and interests in and to the Graham Ditch (aka Childs Ditch).
I IIIIHI 11111 IIIII 11111111111 IIII 1111111 III 11111111111
3421601 09/22/2006 10:53A Weld County, CO
5 of 6 R 31.00 D 24.93 Steve Moreno Clerk& Recorder
EXIEDBIT C TO SPECIAL WARRANTY DEED
(Parcel D of RE 3860)
All minerals and mineral rights, all oil, gas and hydrocarbons on, in, under or that may be
produced from the Lands described in Exhibit A to Special Warranty Deed,including,but not
limited to, the right to a 12.5%overriding royalty interest under the existing oil and gas lease or
leases covering or associated with the Land including, but not limited to, that certain Oil and Gas
Lease recorded June 1, 1979 at Reception No. 1792317 in the real property records of Weld
County, Colorado along with all other rights to receive payments associated with any of the
same. All such payments shall be prorated to the date this Deed is executed by g antor.
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EXHIBIT D TO SPECIAL WARRANTY DEED
EXCEPTIONS
The lien for real property taxes for calendar year 2006 and subsequent years.
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SPECIAL WARRANTY DEED
(PARCELS B AND THE SE (027)
Swift Beef Company, a Delaware corporation, formerly known as Monfort Feed Lots,
Inc., a Colorado corporation and Monfort of Colorado,Inc.,a Delaware corporation, ("Grantor"),
in consideration of TEN DOLLARS (S 10.00) and other good and valuable consideration, in hand
paid, hereby sells, assigns and conveys to Xarios, LLC, a Colorado limited liability company
("Grantee"), whose address is 102 South Tejon, Suite 700, Colorado Springs, Colorado 80903
Attn: R. Tim McKenna, the following real property and water rights in Weld County, State of
Colorado,to wit:
As set forth on Exhibit A ("Land") and Exhibit B_("Water Rights") attached hereto and
69
incorporated herein by reference, with all appurtenances, and warrants the title to such Land and
Water Rights against all persons claiming under Grantor, subject to the matters indicated on
Exhibit C attached hereto.
Signed this 2"d day of February, 2007.
Swift Beef Company, a Delaware corporation, formerly
known as Monfort Feed Lots,Inc., a Colorado corporation
and Monfort of Colorado, Inc., a Delaware corporation
By: /47146} 1 '
Donald F. Wiseman
Sr. Vice-President, General Counsel & Secretary
STATE OF COLORADO )
) ss.
COUNTY OF WELD
The foregoing Special Warranty Deed was acknowledged before me this 2"d day of
February, 2007, by Donald F. Wiseman, Sr. Vice-President, General Counsel & Secretary, Swift
Beef Company, a Delaware corporation, formerly known as Monfort Feed Lots, Inc., a Colorado
corporation and Monfort of Colorado, Inc., a Delaware corporation.
Witness my hand and official seal.
My commission expires: 75
DCL
Notary Public
;t �J•/c / 75 Y3
1 NM 11111 11111 111111 I111 MID MOVE 1111
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EXHIBIT A TO SPECIAL WARRANTY DEED
(PARCELS B AND THE SE 1027)
Corrected Subdivision Exemption No. 1027 recorded January 12,2007 as Reception No.
3447770,being a part of NE `/4 of Section 30,Township 6 North,Range 65 West of the 6th P.M.,
County of Weld, State of Colorado.
AND
Lot B of Corrected Recorded Exemption No. 0803-30-2-RE3860, recorded January 12, 2007 as
Reception No. 3447771,being a part of North ''/] of Section 30,Township 6 North, Range 65
West of the 6th P.M., County of Weld, State of Colorado.
I I I I I I 11111111111111111 I I I I111111111111111111111111 I I I I
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EXHIBIT B TO SPECIAL WARRANTY DEED
(Parcels B and the SE 1027)
DESCRIPTION OF WATER RIGHTS BEING PURCHASED
The water rights and related wells, fixtures and facilities purchased pursuant to the Contract to
Buy and Sell Real Estate, and Addendum A to Contract to Buy and Sell Real Estate, between
Swift Beef Company (as Seller)and Xarios, LLC (as Buyer) are expressly limited exclusively to
the water rights confirmed and wells and water uses permitted by the following decree and
related well permits, the water rights and contractual interests represented by the following ditch
company shares and augmentation plan, and the following rights to nontributary ground water:
1. Monfort Feed Lots, Inc. Well No. 22-12009 (Colorado Division of Water Resources
Registration No. 12009), with appropriation date of April 30, 1954, as confirmed by the
Decree issued by the Water Court,Water Division No. 1, State of Colorado, on
March 14, 1977, in Case No. W-2002, as changed for alternate irrigation uses by the
Decree issued on December 26, 1980, in Case No. 79CW213.
2. Monfort Feed Lots,Inc. Well No. 6 (Not Registered),with an appropriation date of June
I, 1937, as confirmed by the Decree issued by the Water Court, Water Division No. 1,
State of Colorado, on March 14, 1977,in Case No. W-2002.
3. 155 augmentation water credits associated with each of the above wells in and from the
Plan for Augmentation of the Cache la Poudre Water Users Association (CLPWUA), as
decreed by the Water Court, Water Division No. 1„State of Colorado,on January 17,
1976, in Case No. 7921.
4. Any and all rights and interests in and to all nontributary ground water, as defined in
C.R..S. § 37-90-103 (10.5), if any,underlying the lands covered by this exhibit.
It is understood that Grantor expressly excludes, reserves and retains title and the right of use to,
any and all water rights and related rights-of-way, structures and facilities not listed above that
are or may have been located or used on Lot B, including but not limited to any and all rights in
and to the Graham Ditch(aka Childs Ditch).
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EXHIBIT C TO SPECIAL WARRANTY DEED
(Parcels B and the SE 1027)
EXCEPTIONS
The lien for real property taxes for calendar year 2006 and subsequent years.
111111 IIIII 11111 IIIIII 11111 IIII 1111111 III IIIII IIII IIII
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AGREEMENT TO CONVEY LOT A
This Agreement to Convey Lot A ("Agreement") is made this 2nd day of February, 2007
("Effective Date of this Agreement")by and between SWIFT BEEF COMPANY, a Delaware
corporation, formerly known as Monfort, Inc., a Colorado corporation, and Monfort of Colorado,
Inc., a Delaware corporation ("Seller"), and XAIROS,LLC, a Colorado limited liability
company("Buyer").
Background of Agreement. The following background statements are provided to aid
in the understanding and interpretation of this Agreement:
A. Seller and Greeley Land Fund, LLC entered in to a Contract to Buy and Sell Real Estate
dated July 12, 2006, relating to the purchase of Weld County Subdivision Exemption
1027 and Lots A and B of Weld County Recorded Exemption 3860.
B. The Contract has been amended as follows: First Agreement to Amend/Extend Contract
dated September 28, 2006; Second Agreement to Arnend/Extend Contract dated October
20, 2006;Third Agreement to Amend/Extend Contract dated November 17, 2006;Fourth
Agreement to Amend/Extend Contract dated January 17, 2007 and Fifth Agreement to
Amend/Extend Contract dated January 24, 2007. The Contract to Buy and Sell Real
Estate, as so amended, is referred to herein as the"Contract".
C. The Contract was assigned by Greeley Land Fund, LLC to Buyer.
D. By virtue of corrections to Subdivision Exemption 1027 Plat and the Recorded
Exemption 3860 Plat, the correct legal description of the property described in the
Contract has been changed to:
Corrected Subdivision Exemption Nc. 1027 recorded January 12, 2007 as Reception No.
3447770,being a part of NE ''A of Section 30,Township 6 North, Range 65 West of the
6th P.M., County of Weld, State of Colorado ("SE-1027").
AND
Lots A of Corrected Recorded Exemption No. 0803-30-2-RE3860,t� recorded January 12,
2007 as Reception No. 3447771, being a part of North /2 of Section 30, Township 6
North,Range 65 West of the 6`'`P.M.,County of Weld, State of Colorado ("Lot A").
Lot B, of Corrected Recorded Exemption No. 0803-30-2-RE3860, recorded January 12,
2007 as Reception No. 3447771,being a part of North '/z of Section 30,Township 6
North, Range 65 West of the 6th P.M., County of Weld, State of Colorado ("Lot B").
E. The term Lot A as used herein includes any buildings, houses, improvements, structures,
fixtures, any and all easements, licenses, rights-of-way, rights, all water and water rights
of every kind nature and description, water and sewer tap agreements, privileges and
appurtenances pertaining to Lot A, all oil, gas and other mineral rights (including oil and
gas leases affecting the Lot A), and any interest of Seller in any personal property located
on or appurtenant to Lot A.
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F. The Contract anticipated that Lot A would be transferred to Buyer subject to a Lease
between Five Rivers Cattle Feeding, LLC and Seller dated December 17, 2004 end
amended by a First Amendment dated August 10.. 2005 ("Five Rivers Lease"),
G. The parties have agreed to amend the Contract so that the transfer of Lot A will be made
to Buyer when the Five Rivers Lease expires (April 30, 2015), or is earlier terminated
(the"Lot A Closing").
H. The parties have agreed that Seller will retain one sewer tap allocation equivalent to
sewer flow associated with a % commercial water tap ("Sewer Tap") to be conveyed to
Buyer at the Lot A Closing with the purchase price under the Contract reduced by$5,000
and one North Weld County Water District water tap (the "NWCWD Water Tap"), to be
conveyed to Buyer at the Lot A Closing, with the purchase price under the Contract
reduced by $12,000.
The cash consideration described in the Contract, except the consideration for the Sewer
Tap consideration of$5,000 and the NWCWD Water Tap consideration of $12,000, is
being paid by the Buyer at Closing of SE 1027 and Lot B, leaving only nominal
consideration to be paid by the Buyer for Lot A and the consideration of$5,000 to be
paid by the Buyer for the Sewer Tap and $12,000 to be paid by the Buyer for the
NWCWD Water Tap at the Lot A Closing.
Now therefore, in consideration of Buyer's purchase of Lot B and SE 1027 and the mutual
agreements of the parties, Seller agrees to convey Lot A, the Sewer Tap and the NWCWD Water
Tap to Buyer under the following terms and conditions:
1. Agreements Regarding the Five Rivers Lease.
A. The Five Rivers Lease shall not be extended or modified without the express
written consent of the Buyer.
B. Until the Five Rivers Lease is terminated or expires, Seller shall perform each and
every obligation required of Seller under the terms of the Five Rivers Lease.
C. Seller shall pay, or cause the Lessee under the Five Rivers Lease to pay, all taxes
on Lot A as they become due until the transfer of Lot A to Buyer.
D. Seller shall not transfer or convey the Sewer Tap nor the NWCWD Water Tap to
any third party.
E. Seller will promptly notify Buyer in writing of any violation, alleged violation or
anticipated violation of any law, regulation, ordinance, order or other requirement
of any governmental authority having jurisdiction over or affecting Lot A, or any
part thereof; of which it gains knowledge or is notified, and will diligently
proceed to cure by appropriate proceedings any such violation of which it gains
knowledge or is notified of prior to the Lot A Closing.
F. On or before the Effective Date of this Agreement, Seller shall use its
commercially reasonable efforts to amend the Five Rivers Lease to limit the
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permitted uses of Lot A exclusively to grain storage and uses incidental thereto.
The amended permitted uses shall expressly exclude grinding of hay.
2. Agreement to Convey Lot A,the Sewer Tap and the NWCWD Water Tap. Seller hereby
agrees to convey Lot A, the Sewer Tap and the NWCWD Water Tap to Buyer at the Lot
A Closing under the terms and conditions described in this Agreement.
3. Five Rivers Lease Termination Notice. Seller shall promptly notify Buyer when the Five
Rivers Lease is terminated or expired ("Lease Termination Notice"). In the event the
Seller fails to give the Lease Termination Notice, and Buyer is aware of the expiration or
termination of the Five Rivers Lease, Buyer may give the Lease Termination Notice to
the Seller.
4. Consideration for Lot A, the Sewer Tap and the NWCWD Water Tap. The additional
consideration, in addition to the consideration already paid(as recited in paragraph I
above) for Lot A shall be One Dollar($1.00), the price for the Sewer Tap of$5,000 and
the price for the NWCWD Water Tap shall be 512,000.
5. Condition of Property.
A. Same Condition. Lot A shall be delivered to Buyer at the Lot A Closing in as
good a condition as it is on the Effective Date of this Agreement(including,
without limitation,the environmental condition),ordinary wear and tear excepted..
it being understood that the condition of Lol A, including its environmental
condition, and the condition of all improvements thereon on the Effective Date of
this Agreement, are acceptable to Buyer. Seller shall give Buyer prompt notice of
the commencement of any eminent domain proceeding that may be instituted
prior to the Lot A Closing, and the Buyer shall be entitled to any and all proceeds
of such proceeding and the Seller agrees to consult with the Buyer as to the
resolution of any such proceeding. In the event of a casualty loss affecting any of
the improvements on Lot A prior to the Lot A Closing, the Seller shall, at its
election, either repair such improvement to substantially the same usable
condition as existed on the Effective Date of this Agreement, or demolish the
affected improvement and remove any remaining debris from Lot A.
B. Disclosure by Seller: Submission Items. Within seven (7) days after the Lease
Termination Notice, Seller agrees to provide copies of all material documents in
Seller's possession relating to Lot A created subsequent to the Effective Date of
this Agreement("Submission Items")that have not previously been given to the
Buyer. Without limiting the foregoing,the following shall he disclosed to the
extent they are in Seller's, its agents, employees, contractor's or attorney's
possession or control and have not been previously disclosed to Buyer:
i. Copies of all service agreements (e.g. HVAC service) relating to Lot A
and affecting or encumbering Lot A;
ii. engineering reports, soil reports,maintenance reports and environmental
reports relating to Lot A;
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iii. A current list of all vendors for Lot A and their telephone numbers;
iv. Copies of all appraisals of Lot A prepared after the Effective Date of this
Agreement and before the Lot A Closing;
C. Phase 1 Environmental Audit. Seller, at Seller's cost,shall provide a Phase 1
Environmental Site Assessment of Lot A to Buyer within sixty(60)days
following the Lease Termination Notice from a reputable environmental
consultant approved by the Buyer in advance, which approval shall not be
unreasonably withheld.
D. Buyer's Inspection. Buyer shall have Ninety(90) days from the Lease
Termination Notice, at Buyer's election and sole cost,to do a physical inspection
of Lot A, review the Submission Items and perform any due diligence it elects to
perform ("Inspection Period"). Seller agrees that prior to the expiration of the
Inspection Period,Buyer,personally or through independent contractors or its
authorized agents or representatives, shall be entitled to enter upon Lot A at all
reasonable times and to conduct an appraisal and such other inspections and audits
of Lot A as Buyer may desire, including, without limitation, an environmental
audit, soils testing and water quality testing, Without limiting the foregoing,
Buyer shall be allowed access to the entire Lot A. Furthermore, as a part of
Buyer's Inspection, Buyer shall be entitled to cause such engineering and
environmental inspections or studies to be conducted on Lot A as Buyer may
desire, including, without limitation, inspections or studies which may require the
drilling of holes in Lot A and the conducting of air tests as Buyer may require.
Buyer shall promptly furnish Seller with copies of all such reports and test results
at no cost or charge to Seller. If the physical condition of Lot A does not meet the
physical condition criteria set forth in paragraph 5.A. above, Buyer shall, on or
before five (5) days prior to Closing,provide Seller with a written description of
the non-conforming physical condition and Seller shall promptly commence, and
diligently pursue, all reasonable corrective action to cause Lot A to meet the
condition required by paragraph 5.A. All deadlines by which any action must be
taken in order to permit Lot A to be conveyed on the Lot A Closing Date shall be
extended by the same amount of time necessary to bring Lot A into the condition
required hereunder.
Indemnity. Buyer hereby indemnifies and holds Seller harmless from and against
any loss, damage, injury, claim or cause of action, including all reasonable
expenses related thereto(including reasonable attorneys' fees), Seller may suffer
or incur as a result of Buyer's Inspection undertaken pursuant to this Agreement,
except for liability related to the discovery of hazardous substances.
6. Condition of Title at Closing.
A. Interim Activity. During the period of time commencing on the Effective Date of
this Agreement and expiring on the date of the Lot A Closing, Seller shall not(a)
dispose of any interest in Lot A, (b)mortgage, pledge or subject to lien or other
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encumbrance any interest in Lot A, (c) enter into any lease,or lease extension
without the prior written consent of Buyer,or(d) seek or consent to any zoning er
other change affecting the use of the Lot A. Any such interim activity shall be
ineffective and void.
B. Survey. On or before 30 days after the Lease Termination Notice, Seller shall
deliver to Buyer, at Seller's expense, a survey of Lot A,prepared by a licensed
Colorado surveyor, which shall comply with the most recent edition of the ALTA
Standards for an Urban Class survey("Survey"). The Survey shall contain a legal
description of Lot A and shalt show the bearing and distances of all boundary
lines of Lot A, all improvements to Lot A, the location of utility lines adjacent to
Lot A, all easements and other title matters encumbering or appurtenant to Lot A,
the location of all dedicated public rights-of-way adjacent to Lot A, any
encroachments onto or off of Lot A. the Federal flood zone designation and any
other matters that would be disclosed by an accurate survey of Lot A. The Survey
shall also contain the certification of the surveyor sufficient to delete the standard
survey exception from the Title Commitment, and shall be certified to Buyer and
Buyer's lender, if any.
C. Title in Same Condition as the Effective Date of this Agreement. The title to Lot
A shall be delivered to Buyer on the date of Closing in the same condition as it is
on the Effective Date of this Agreement and all existing exceptions to title as
shown on Exhibit A shall be deemed to be "Permitted Exceptions". Any other
exception to title, other than Permitted Exceptions, shall be removed at Seller's
cost prior to Closing.
D. Title Insurance, Within seven (7)days from the Lease Termination Notice, Seller
shall furnish to Buyer and Buyer's counsel a current commitment (the "Title
Commitment") issued by First A_rnerican Heritage Title Company (tine "Tide
Company")for the issuance of a 1992 ALTA Owner's Policy of Title Insurance,
in extended coverage form, covering Lot A in the face amount of S500,000. In
addition to the Title Commitment,the Title Company shall also deliver to Buyer
legible copies of all documents constituting exceptions to Seller's title as reflected
in the Title Commitment(the "B-2s").
E. Title Review. Buyer shall have through the end of Buyer's Inspection Period, as
such period is defined in Paragraph 5,D. above, in which to review such items
and to determine if the Seller's title to Lot A meets the criteria specified in
paragraph 6.A. and 6.B. above. In the event Seller's title does not meet such
criteria, Buyer shall give a notice of correction and Seller shall correct such
matter prior to Closing.
F. Title Policy. As soon as possible after Closing, Seller shall furnish Buyer, with
an Owner's Policy of Title Insurance issued by the Title Company, insuring good
and indefeasible title to Lot A in Buyer, subject only to the Permitted Exceptions
and meeting the following criteria:
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i. the exception relating to discrepancies, conflicts or shortages in area or
boundary lines, or any encroachments or protrusions or any overlapping of
improvements shall be deleted;
ii. the exception relating to ad valorem taxes shall be revised to read, "Taxes
and assessments for the year of closing and subsequent years, a lien not
yet due and payable";
there shall be no exception for"rights of parties in possession";
iv. there shall be no exception for easements or claims of easements not
shown by the public records; and
v. there shall be no exception for any lien, or right to a lien, for services,
labor, or materials heretofore or hereafter furnished, imposed by law and
not shown by the public records.
All exceptions, conditions or requirements described in Schedule B-1 of the Title
Commitment shall be released and/or satisfied prior to or at Closing and such
items and requirements shall not be exceptions to the Owner's Policy of Title
Insurance to be provided by Seller. The cost of the title insurance shall be the
sole cost of the Seller and the cost to remove the standard exceptions to title
(6.F.i. through 6.F.v.) above and the cost of any endorsements shall be the sole
cost of the Seller.
7. Representations and Warranties. As of the Effective Date of this Agreement, Seller
makes to Buyer the following representations and 'warranties regarding Lot A Closing:
A. Except as previously disclosed by Seller to Buyer in writing, Seller has received no
notices of any plans for, or threats of, condemnation affecting any part of Lot A.
B. Except as previously disclosed by Seller to Buyer in writing, Seller knows of no
plans for public improvements in the area of Lot A which would lead to any
future special assessments against Lot A.
C. Lot A will at the Lot A Closing be free of all mortgages,tax liens(except for
current year's real estate taxes) and other liens except for the Permitted
Exceptions.
D. Seller has full authority to enter into this Aggeement and perform its obligations
hereunder.
E. Except as previously disclosed by Seller to Buyer in writing, Seller has not received
actual notice of any pending or threatened actions or proceedings against Seller or
Lot A by any local, state or federal agency, entity or authority with respect to any
alleged failure of Lot A to comply with any applicable federal, state or local law,
rule,regulation, ordinance, code or order relating to the discharge or disposal of
air pollutants,water pollutants,processed waste water or solid,hazardous or toxic
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wastes. Seller warrants and represents that it has no knowledge of any
environmental contamination regarding Lot A.
F. The representations and warranties made in subparagraphs C and D above shall be
deemed remade at the Lot A Closing.
8. Date and Place of Closing. Unless Buyer gives written notice within the Inspection
Period that it will not take title to Lot A, Seller shall convey Lot A to the Buyer the Lot A
Closing, which shall be at a date and time given by Buyer within ten(10) days following
the end of the Inspection Period.
9. Transfer of Title. Seller shall execute and deliver a good and sufficient special warranty
deed to Buyer conveying Lot A free and clear of all liens and taxes except the general
taxes for the year of closing, and except the Permitted Exceptions. The Sewer Tap, and
the NWCWD Water Tap shall be transferred by Seller to Buyer by bill of sale and subject
to no liens or encumbrances.
10. Closing Costs, Documents and Services. Buyer and Seller shall pay their respective
closing costs at Closing, except as otherwise provided herein. Buyer and Seller shall sign
and complete all customary or required documents at or before Closing. Fees for real
estate closing and settlement services shall be paid at Closing one half(1/2) by Seller and
one half(1/2) by Buyer,
11. Proration. General taxes for the year of closing.based on the most recent levy and the
most recent assessment, rents, water and sewer charges shall be prorated to date of
Closing.
12. Possession. Possession of Lot A shall be delivered to Buyer at the time of Closing.
13. Time of Essence: Default; Remedies. Time is of the essence hereof. If any note or check
received as earnest money hereunder or any other payment due hereunder is not paid,
honored or tendered when due, or if any other obligation hereunder is not performed or
waived as herein provided,there shall be the following remedies:
A. If Buyer is in Default. All payments and things of value received hereunder shall
be forfeited by Buyer and retained on behalf of Seller and both parties shall
thereafter be released from all obligations hereunder. It is agreed that such
payments and things of value are liquidated damages and are Seller's sole and
only remedy for Buyer's failure to perform the obligations of this Agreement.
Seller expressly waives the remedies of specific performance and additional
damages.
B. If Seller is in Default. Buyer may elect to treat this Agreement as canceled in
which case all payments and things of value received hereunder shall be returned
and Buyer may recover such damages as may be proper, or Buyer may elect to
treat this Agreement as being in full force and effect, and Buyer shall have the
right to specific performance or damages,or both.
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14. Survival of Terms Following Closing. To the extent necessary to effect the intent of the
parties, the provisions of this Agreement shall survive Closing.
15. Except when otherwise required by law, all notices required or permitted to be given
under this agreement shall be(a)in writing, and (b) until otherwise specified in a written
notice by the respective parties or any of them, shall be sent to the parties at their
following respective addresses:
If to Seller:
Swift Beef Company
Don Wiseman, Esq.
1770 Promontory Circle
Greeley, Colorado 80634
Telephone: 970-506-8108
Fax: 970-506-8223
With copy to:
Zach C. Miller
Davis Graham& Stubbs, LLP
1550 17th Street, Suite 500
Denver, Colorado 80202
Telephone: 303-892-9400
Fax: 303-893-1379
If to Buyer:
R. Tim McKenna
Xairos, LLC
102 South Tejon Street, Suite 700
Colorado Springs, Colorado 80903
Telephone: 719-540-5800
Fax: 719-540-5858
With copy to:
Fred L. Otis
Otis, Coan &Stewart,LLC
1812—56th Avenue
Greeley, Colorado 80634
Telephone: 970-330-6700
Fax: 970-330-2969
Each such notice, demand, or request shall be deemed to have been properly served for
all purposes if personally delivered or mailed by certified or registered mail, return
receipt requested, or by overnight delivery service, postage prepaid, to its addressee at its
address as set forth in this section. Each such notice, demand,or request shall he deemed
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to have been received by its addressee when personally delivered,the next business day
after the date of mailing by overnight delivery service, and two (2)business days after the
date of mailing by certified or registered mail.
16. No Obligation to Take Title. Notwithstanding any other provision in this Agreement,
Buyer shall not be obligated to take title to Lot A, the Sewer Tap nor the NWCWD Water
Tap and may reject such title by giving notice to Seller.
17. Miscellaneous.
A. Governing Law and Forum. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Colorado and the obligations of the
parties to this Agreement are and shall be performable in Weld County, Colorado.
By executing this Agreement, each party to this Agreement expressly (a) consents
and submits to personal jurisdiction consistent with the previous sentence,(b)
waives, to the fullest extent pertained by taw, any claim or defense that such
venue is not proper or convenient, (c) consents to the service of process in any
manner authorized by Colorado law and(ii) agrees that jurisdiction and venue of
any case arising from this Agreement shall be heard in Weld County District
Court. Any final judgment entered in an action brought under this Agreement
shall he conclusive and binding upon the parties to this Agreement.
B. No Oral Modification. This Agreement may not be modified or amended, except
by an agreement in writing signed by both Seller and Buyer.
C. No Oral Waiver. The parties may waive any of the conditions contained in this
Agreement or any of the obligations of the other party under this Agreement, but
any such waiver shall be effective only if in writing and signed by the party
waiving such conditions or obligations.
D. Costs, Including Attorneys'Fees. In the event it becomes necessary for either
party to this Agreement to file a suit to enforce this Agreement or any provisions
contained in this Agreement, the party prevailing in such action shall be entitled
to recover, in addition to all other remedies or damages, all of its costs in the
litigation,including, without limitation, reasonable attorneys' fees and court costs
incurred by such prevailing party in such suit.
E. Headings. The descriptive headings of the various paragraphs contained in this
Agreement are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions of this Agreement,
F. Partial if any clause or provisions of this Agreement is or should ever
be held to be illegal, invalid, or unenforceable under any present or future law
applicable to the terms of this Agreement, then and in the event, it is the intention
of the parties to this Agreement that the remainder of this Agreement shall not be
affected thereby, and that in lieu of each such clause or provision of this
Agreement that is illegal, invalid,or unenforceable, there be added as a part of
this Agreement a clause or provision as similar in terms to such illegal, invalid,or
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unenforceable clause or provision as may be possible and be legal, valid, and
enforceable.
G. Counterpart Execution. To facilitate execution, this Agreement may be executed
in as many counterparts as may be convenient or required. It shall not be
necessary that the signature of all persons required to bind any party, appear on
each counterpart. All counterparts shall collectively constitute a single
instrument. It shall not be necessary in making proof of this Agreement to
produce or account for more than a single counterpart containing the respective
signatures of, or on behalf of, each of the parties to this Agreement. Any
signature page to any counterpart may be detached from such counterpart without
impairing the legal effect of the signatures thereon and thereafter attached to
another counterpart identical thereto except having attached to it additional
signature pages.
H. Holidays. In the event that the date upon which any duties or obligations under
this Agreement to be performed shall occur upon a Saturday, Sunday or legal
holiday,then, in such event, the due date for performance of any duty or
obligation shall thereupon be automatically extended to the next succeeding
business day.
I. Assignment; Binding Effect. The Agreement shall be assignable by Buyer
without SeIler's consent. This Agreement may be assigned by Seller without
Buyer's consent in the event of a sale of all or substantially all of the Seller's
assets to the Buyer of such assets, or in the event of a merger in which the Seller
is not the surviving party to the surviving party. Any assignment of this
Agreement shall inure to the benefit of, and be binding upon, the heirs, personal
representatives, successors and assigns of the parties. Any such assignment by
Buyer or Seller shall not operate to release the assigning party from
liability.
J. Post-Closing Obligations. Subsequent to Closing, Seller and Buyer shall execute
aIl additional documents and do all acts not specifically referred to in this
Agreement which are reasonably necessary to fully effectuate the transaction
contemplated by this Agreement, including, without limitation, execution of
documents necessary for compliance with laws, ordinances, rules, and regulations
of any applicable governmental authority or authorities.
BUYER: SELLER:
XAIR S, LLC ( SWIFT BEEF COMPANY
By: �_ By:ZA1
R. Tim McKenna, as Authorized Agent Donald F. Wiseman, Sr.. Vice
for David S. Forbes, Manager of Dalo II, President, General Counsel and
LLC, a Colorado LLC, Manager of Secretary
Greeley Land Fund, LL.C, a Colorado
LLC, as Manager of Xairos, LLC
Page 10 of 10
Exhib9t A
a,
(Agreement to Convey Lot A)
9
®a V
a
rc The right of proprietor of a vein or lode to extract or remove his ore should the same be found to penetrate
or intersect the premises thereby granted as reserved in United States patent recorded on April 7, 1873 in
� w Book 8 at Page 3.59 (W 'A NE '/4), May 13, 1878 in Book 8 at Page 469 (E 'A NW ''A), and any and all
SIM MEM o assignments thereof or interest therein,
fin
Main
- g `o8 2. All items set forth on the map of Use by Special Review recorded February 19, 1987 in Book 1146 at
era Reception No. 2088961. (Lot B)
,
- w 3. All items set forth on the map of Site Plan recorded February 23, 1993 in Book 1371 at Reception No.
2322723,
®or
`moo r-
® All items set forth on the maps recorded September 24, 1993 at Reception No. 2351878 and April 21,
mom c▪ o 1995 in Book 1488 at Reception No. 2435208.
Vacation recorded September 30, 2004 at Reception No. 322374]
N f..
. .
Irase 5. An easement for pipeline and incidental purposes granted to Colorado Gathering and Processing
erg' 0 Corporation by the instrument recorded on August 29, 1985 in Book 1082 at Reception Number 2022861.
6. An easement for sanitary sewer lines and incidental purposes granted to the City of Greeley by the
instrument recorded on April 24, 1992 in Book 1333 at Reception Number 2285544.
7. An easement for pipeline and incidental purposes gra:zted to Colorado Gathering and Processing
Corporation by the instrument recorded on August 29, 1985 in Book 1082 at Reception Number 2022859.
8. Any assessment or lien of Northern Colorado Water Conservancy District, as disclosed by 1te rnstrument
recorded on January 9, 1943 in Book 1104 at Page 13,March 9, 1961 in Book 1579 at Page 418, in Book
'1044 at Page 58,May 9, 1990 in Book 1263 at Reception Number 2213201.
9. Any assessment or lien of Eaton Fire Protection District, as disclosed by the instrument recorded on
March 9, 1961 in Book 1579 at Page 418,November 4; 195.9 in Book 1543 at Page 559,August 19, 1960
in Book 1564 at Reception Number 1386044.
10. Any assessment or lien of West Greeley Soil District, as disclosed by the instrument recorded on August
9, 1957 in Book 1483 at Pages 318 and 32I.
11, Any assessment or hen of North Weld Water District, as disclosed by the instrument recorded on
November 28, 1962 in Book 1631 at Page 313.
12. Any water rights or claims or title to water, in,-on or under the land.
13. Right of way for County Road 66 as it currently exists. -'
14. An Oil and Gas Lease, from Monfort Feed Lots, a Division of Monfort of Colorado, Inc. as Lessor(s)to
The Colton Company as Lessee(s),recorded on June 1, 1979 at Reception Number 1792317,and any and
all assignments thereof or interests therein.
15. Right to Farm Covenant and Notes, as set forth on Corrected Subdivision Exemption No. 1027, recorded
January 12, 2007 as Reception No. 3447770.
16. Reservation for future right of way, as shown on Corrected Subdivision Exemption No. 1027, recorded
January 12, 2007 as Reception No.3447770.
17. Right to Farm Covenant and Notes, as set forth on Corrected Recorded Exemption No. 0803-30-2-
RE3860, recorded January 12,2007 at Reception No. 3447771.
1111111111111111111111111111Ell 111111! 1111111111111111
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18. Reservation for future right of way; encroachment of elevator into reservation for furore right of way;and
access/utility easement, as shown on Corri eted Recorded Exemption No. 0803-30-2 R1;3860, recorded
January I2, 2007 as Reception No. 3447771 and as shown on ALTA/ACSM Land Title. Survey by
Drexel, Bartell& Co., dated August 29, 2006,revised October 6, 2006,fob No. 61344.
19 . Terms, conditions, provisions, agreements and obligations contained in the Grant of Access, Uti_ity and
Right of Way Easement recorded on September 23,2004 at Reception Number 3221565 and amendment
recorded December 20, 2004 at Reception No. 3245723,
20. Terms, conditions,provisions, agreements and obligations contained in the Declaration of Water Well and
Pipeline Easement recorded on October 8,2004 at Reception Number 3226159.
21. Terms, conditions,provisions, agreements and obligations contained in the Declaration of Water Pipeline
Easement recorded on October 8,2004 at Reception Number 3226160.
22. Terms, conditions, provisions, agreements and obligations contained in the Declarations of Ditch
Maintenance and Right of Way recorded on October 8, 2004 at Reception Number 3226158 and
December 20,2004 at Reception No. 3245725 and 3245726.
23. An easement for water lines and incidental purposes granted to North Weld County Water District by the
instrument recorded on April 12,2005 at Reception Number 3276447 and 3276448.
24. The following notices pursuant to CRS 9-1.5-103 concerning underground facilities have been filed with
the Clerk and Recorder of Weld County. These statement; are general and do not necessarily give notice
of underground facilities within the subject property-
A. Mountain Bell Telephone Company,recorded October 1, 1981 in Book 949 at Reception Number
1870705.
B. Western Slope Gas Company,recorded March 19, 1983 in Book 990 at Reception Number
1919757.
C. Associated Natural Gas,Inc.,recorded July 20, 1984 in Book 1037 at Reception Number
1974810, October 1, 1984 in Book 1045 at Reception Number]983584, March 3, 1988 in Book
1187 at Reception Number 2132709 and April 10, 1989 in Book 1229 at Reception Number
2175917.
D. .Colorado Interstate Gas Company,recorded August 3], 1984 in Book 104] at Reception Number
1979784.
E. Western Gas Supply Company,recorded April 2, 1985 in Book 1063 at Reception Number
2004300,
F. Public Service Company of Colorado, recorded November 9, 1981 in Book 952 at Reception
Number 1874084.
25, Wood shed encroaching into an access and utility easement and into Carpenter Lateral right of way and a
chain link fence located in said Carpenter Lateral right of way, as shown on ALTAJACSIvM Land Title
Survey by Drexel,Barrel!&Co., dated August 29, 2006,revised October 6, 2006,Job No O1344.
26. An undivided 100% interest in all oil, gas and other minerals conveyed to Greeley Land Fund, LLC rly
Mineral Deed recorded on September 22, 2006 at Reception Number 3421603, and any and all
•assignments thereof or interests therein.
27- Terms, conditions,provisions, agreements-and obligations specified under the Relinquishment and Deed
of Surface Access Rights by and between Noble Energy Production, Inc. and Greeley Land Fund, LLC
recorded on September 22, 2006 at Reception Number 3421604.
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SPECIAL WARRANTY DEED
(PARCELS B AND THE SE 1027)
Swift Beef Company, a Delaware corporation, formerly known as Monfort Feed Lots,
Inc., a Colorado corporation and Monfort of Colorado,Inc., a Delaware corporation, ("Grantor"),
in consideration of TEN DOLLARS ($10.00) and other good and valuable consideration, in hand
*
paid, hereby sells, assigns and conveys to a Colorado limited liability company
("Grantee"), whose address is 102 South Tejon, Suite 700, Colorado Springs, Colorado 80903
Attn: R. Tim McKenna, the following real property and water rights in Weld County, State of
Colorado,to wit:
As set forth on Exhibit A ("Land") and Exhibit B ("Water Rights") attached hereto and
incorporated herein by reference, with all appurtenances, and warrants the title to such Land and
Water Rights against all persons claiming under Grantor, subject to the matters indicated on
Exhibit C attached hereto. 7
*Xairos, LLC cr4'-
Signed this 2" day of February, 2007.
Ca Swift Beef Company, a Delaware corporation, formerly
known as Monfort Feed Lots, Inc., a Colorado corporation
and Monfortt of Colorado, Inc.,a Delaware corporation
By: iZ<: j'✓� �
Donald F, Wiseman
Sr. Vice-President, General Counsel &Secretary
STATE OF COLORADO
)ss. *Re—recorded to correct the name ofthe
COUNTY OF WELD ) Grantee. The name of 'Xarios, LLC" is
hereby replaced with "Xairos, LLC" throughout.
The foregoing Special Warranty Deed was acknowledged before me this 2n° day of
February, 2007, by Donald F. Wiseman, Sr. Vice-President, General Counsel & Secretary, Swift
Beef Company, a Delaware corporation, formerly known as Monfort Feed Lots, Inc., a Colorado
corporation and Monfort of Colorado, Inc., a Delaware corporation.
Witness my hand and official seal.
My commission expires: -e7-1167
[SEAL]
t; Notary Public
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EXHIBIT A TO SPECIAL WARRANTY DEED
(PARCELS B AND THE SE 1027)
Corrected Subdivision Exemption No. 1027 recorded January 12,2007 as Reception No.
3447770,being a part of NE 'A of Section 30,Township 6 North, Range 65 West of the 6`b P.M.,
County of Weld, State of Colorado.
AND
Lot B of Corrected Recorded Exemption No. 0803-30-2-RE3860,recorded January 12, 2007 as
Reception No. 3447771,being a part of North 1h.of Section 30,Township 6 North, Range 65
West of the 6'b P.M., County of Weld, State of Colorado.
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EXHIBIT B TO SPECIAL WARRANTY DEED
(Parcels B and the SE 1027)
DESCRIPTION OF WATER RIGHTS BEING PURCHASED
The water rights and related wells, fixtures and facilities purchased pursuant to the Contract to
Buy and Sell Real Estate, and Addendum A to Contract to Buy and Sell Real Estate,between
Swift Beef Company(as Seller) and Xarios, LLC (as Buyer) are expressly limited exclusively to
the water rights confirmed and wells and water uses permitted by the following decree and
related well permits,the water rights and contractual interests represented by the following ditch
company shares and augmentation plan, and the following rights to nontributary ground water:
I. Monfort Feed Lots, Inc. Well No. 22-12009 (Colorado Division of Water Resources
Registration No. 12009), with appropriation date of April 30, 1954, as confirmed by the
Decree issued by the Water Court, Water Division No. 1, State of Colorado, on
March 14, 1977,in Case No. W-2002, as changed for alternate irrigation uses by the
Decree issued on December 26, 1980, in Case No. 79CW213.
2 Monfort Feed Lots, Inc. Well No. 6(Not Registered),with an appropriation date of June
1, 1937, as confirmed by the Decree issued by the Water Court,Water Division No. 1,
State of Colorado,on March 14, 1977, in Case No. W-2002.
155 augmentation water credits associated with each of the above wells in and from the
Plan for Augmentation of the Cache is Poudre Water Users Association (CLPWUA), as
decreed by the Water Court,Water Division No. 1, State of Colorado, on January 17,
1976, in Case No. 7921.
4. Any and all rights and interests in and to ail nontributary ground water, as defined in
C.R.S. § 37-90-103 (10-5), if any,underlying the lands covered by this exhibit.
It is understood that Grantor expressly excludes, reserves and retains title and the right of use to,
any and all water rights and related rights-of-way, structures and facilities not listed above that
are or may have been located or used on Lot B, including but not limited to any and all rights in
and to the Graham Ditch(aka Childs Ditch).
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EXHIBIT C TO SPECIAL WARRANTY DEED
(Parcels B and the SE 1027)
EXCEPTIONS
The lien for real property taxes for calendar year 2006 and subsequent years.
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AGREEMENT TO CONVEY LOT A
This Agreement to Convey Lot A ("Agreement") is made this 2nd day of February, 2007
("Effective Date of this Agreement")by and between SWIFT BEEF COMPANY, a Delaware
corporation, formerly known as Monfort, Inc., a Colorado corporation, and Monfort of Colorado,
Inc., a Delaware corporation ("Sella?), and XAIROS,LLC, a Colorado limited liability
company("Buyer").
Background of Agreement. The following background statements are provided to aid
in the understanding and interpretation of this Agreement:
A. Seller and Greeley Land Fund, LLC entered in to a Contract to Buy and Sell Real Estate
dated July 12,2006, relating to the purchase of Weld County Subdivision Exemption
1027 and Lots A and B of Weld County Recorded Exemption 3860.
B. The Contract has been amended as follows: First Agreement to Amend/Extend Contract
dated September 28,2006; Second Agreement to Amend/Extend Contract dated October
20, 2006; Third Agreement to Amend/Extend Contract dated November 17, 2006; Fourth
Agreement to Amend/Extend Contract dated January 17,2007 and Fifth Agreement to
Amend/Extend Contract dated January 24, 2007, The Contract to Buy and Sell Real
Estate, as so amended, is referred to herein as the"Contract".
C. The Contract was assigned by Greeley Land Fund,LLC to Buyer.
D. By virtue of corrections to Subdivision Exemption 1027 Plat and the Recorded
Exemption 3860 Plat,the correct legal description of the property described in the
Contract has been changed to:
Corrected Subdivision Exemption No. 1027 recorded January 12, 2007 as Reception No.
3447770, being a part of NE '/a of Section 30,Township 6 North, Range 65 West of the
6'h P.M., County of Weld, State of Colorado ("SE-1027").
AND
Lots A of Corrected Recorded Exemption No. 0803-30-2-RE3860, recorded January 12,
2007 as Reception No. 3447771,being a part of North '''A of Section 30,Township 6
North,Range 65 West of the 6th P.M., County of Weld,State of Colorado ("Lot A").
Lot B,of Corrected Recorded Exemption No. 0803.30-2-RE3860,recorded January 12,
2007 as Reception No. 3447771,being a part of North 'A of Section 30,Township 6
North,Range 65 West of the 6'h P.M.,County of Weld, State of Colorado("Lot B").
E. The term Lot A as used herein includes any buildings, houses, improvements, structures,
fixtures, any and all easements, licenses, rights-of-way, rights, all water and water rights
of every kind nature and description, water and sewer tap agreements, privileges and
appurtenances pertaining to Lot A, all oil, gas and other mineral rights (including oil and
gas leases affecting the Lot A), and any interest of Seller in any personal property located
on or appurtenant to Lot A.
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F. The Contract anticipated that Lot A would be transferred to Buyer subject to a Lease
between Five Rivers Cattle Feeding, LLC and Seller dated December 17, 2004 and
amended by a First Amendment dated August 10, 2005 ("Five Rivers Lease").
G. The parties have agreed to amend the Contract so that the transfer of Lot A will be made
to Buyer when the Five Rivers Lease expires (April 30, 2015), or is earlier terminated
(the"Lot A Closing").
H. The parties have agreed that Seller will retain one sewer tap allocation equivalent to
sewer flow associated with a % commercial water tap ("Sewer Tap") to be conveyed to
Buyer at the Lot A Closing with the purchase price under the Contract reduced by$5,000
and one North Weld County Water District water tap (the "NWCWD Water Tap"), to be
conveyed to Buyer at the Lot A Closing, with the purchase price under the Contract
reduced by$12,000.
The cash consideration described in the Contract, except the consideration for the Sewer
Tap consideration of$5,000 and the NWCWD Water Tap consideration of$12,000, is
being paid by the Buyer at Closing of SE 1027 and Lot B, leaving only nominal
consideration to be paid by the Buyer for Lot A and the consideration of $5,000 to he
paid by the Buyer for the Sewer Tap and $12,000 to be paid by the Buyer for the
NWCWD Water Tap at the Lot A Closing.
Now therefore, in consideration of Buyer's purchase of Lot B and SE 1027 and the mutual
agreements of the parties, Seller agrees to convey Lot A,the Sewer Tap and the NWCWD Water
Tap to Buyer under the following terms and conditions:
1. Agreements Regarding the Five Rivers Lease.
A. The Five Rivers Lease shall not be extended or modified without the express
written consent of the Buyer.
B. Until the Five Rivers Lease is terminated or expires, Seller shall perform each and
every obligation required of Seller under the terms of the Five Rivers Lease.
C. Seller shall pay,or cause the Lessee under the Five Rivers Lease to pay, all taxes
on Lot A as they become due until the transfer of Lot A to Buyer.
D. Seller shall not transfer or convey the Sewer Tap nor the NWCWD Water Tap to
any third party.
E. Seller will promptly notify Buyer in writing of any violation, alleged violation or
anticipated violation of any law,regulation, ordinance, order or other requirement
of any governmental authority having jurisdiction over or affecting Lot A, or any
part thereof, of which it gains knowledge or is notified, and will diligently
proceed to cure by appropriate proceedings any such violation of which it gains
knowledge or is notified of prior to the Lot A Closing.
F. On or before the Effective Date of this Agreement, Seller shall use its
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permitted uses of Lot A exclusively to grain storage and uses incidental thereto.
The amended permitted uses shall expressly exclude grinding of hay.
2. Agreement to Convey Lot A,the Sewer Tap and the NWCWD Water Tap. Seller hereby
agrees to convey Lot A,the Sewer Tap and the NWCWD Water Tap to Buyer at the Lot
A Closing under the terms and conditions described in this Agreement.
3. Five Rivers Lease Termination Notice. Seller shall promptly notify Buyer when the Five
Rivers Lease is terminated or expired ("Lease Termination Notice"). In the event the
Seller fails to give the Lease Termination Notice, and Buyer is aware of the expiration or
termination of the Five Rivers Lease, Buyer may give the Lease Termination Notice to
the Seller.
4. Consideration for Lot A, the Sewer Tap and the NWCWD Water Tap. The additional
consideration, in addition to the consideration already paid (as recited in paragraph I
above)for Lot A shall be One Dollar($L00), the price for the Sewer Tap of S5,000 and
the price for the NWCWD Water Tap shall be $12,000,
5. Condition of Property.
A. Same Condition. Lot A shall be delivered to Buyer at the Lot A Closing in as
good a condition as it is on the Effective Date of this Agreement(including,
without limitation, the environmental condition), ordinary wear and tear excepted,
it being understood that the condition of Lot A,including its environmental
condition, and the condition of all improvements thereon on the Effective Date of
this Agreement, are acceptable to Buyer. Seller shall give Buyer prompt notice of
the commencement of any eminent domain proceeding that may be instituted
prior to the Lot A Closing, and the Buyer shall be entitled to any and all proceeds
of such proceeding and the Seller agrees to consult with the Buyer as to the
resolution of any such proceeding. In the event of a casualty loss affecting any of
the improvements on Lot A prior to the Lot A Closing,the Seller shall, at its
election,either repair such improvement to substantially the same usable
condition as existed on the Effective Date of this Agieeurent, or demolish the
affected improvement and remove any remaining debris from Lot A.
B. Disclosure by Seller: Submission Items. Within seven (7)days after the Lease
Termination Notice, Seller agrees to provide copies of all material documents in
Seller's possession relating to Lot A created subsequent to the Effective Date of
this Agreement("Submission Items") that have not previously been given to the
Buyer.Without limiting the foregoing, the following shall be disclosed to the
extent they are in Seller's, its agents, employees, contractor's or attorney's
possession or control and have not been previously disclosed to Buyer:
i. Copies of all service agreements(e.g. HVAC service)relating to Lot A
and affecting or encumbering Lot A;
ii. engineering reports,soil reports, maintenance reports and environmental
reports relating to Lot A;
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iii. A current list of all vendors for Lot A and their telephone numbers;
iv. Copies of all appraisals of Lot A prepared after the Effective Date of this
Agreement and before the Lot A Closing;
C. Phase I Environmental Audit. Seller, at Seller's cost, shall provide a Phase 1
Environmental Site Assessment of Lot A to Buyer within sixty(60)days
following the Lease Termination Notice from a reputable environmental
consultant approved by the Buyer in advance, which approval shall not be
unreasonably withheld.
D. Buyer's Inspection. Buyer shall have Ninety(90) days from the Lease
Termination Notice, at Buyer's election and sole cost, to do a physical inspection
of Lot A, review the Submission hems and perform any due diligence it elects to
perform("Inspection Period"). Seller agrees that prior to the expiration of the
Inspection Period,Buyer, personally or through independent contractors or its
authorized agents or representatives, shall be entitled to enter upon Lot A at all
reasonable times and to conduct an appraisal and such other inspections and audits
of Lot A as Buyer may desire, including,without limitation, an environmental
audit, soils testing and water quality testing. Without limiting the foregoing,
Buyer shall be allowed access to the entire Lot A. Furthermore, as a part of
Buyer's Inspection, Buyer shall be entitled to cause such engineering and
environmental inspections or studies to be conducted on Lot A as Buyer may
desire, including,without limitation,inspections or studies which may require the
drilling of holes in Lot A and the conducting of air tests as Buyer may require.
Buyer shall promptly furnish Seller with copies of all such reports and test results
at no cost or charge to Seller. If the physical condition of Lot A does not meet the
physical condition criteria set forth in paragraph 5.A. above, Buyer shall,on or
before five(5)days prior to Closing,provide Seller with a written description of
the non-conforming physical condition and Seller shall promptly commence, and
diligently pursue, all reasonable corrective action to cause Lot A to meet the
condition required by paragraph 5.A. All deadlines by which any action must be
taken in order to permit Lot A to be conveyed on the Lot A Closing Date shall be
extended by the same amount of time necessary to bring Lot A into the condition
required hereunder.
Indemnity. Buyer hereby indemnifies and holds Seller harmless from and against
any loss, damage, injury, claim or cause of action, including all reasonable
expenses related thereto (including reasonable attorneys'fees), Seller may suffer
or incur as a result of Buyer's Inspection undertaken pursuant to this Agreement,
except for liability related to the discovery of hazardous substances.
6. Condition of Title at Closing.
A. Interim Activity. During the period of time commencing on the Effective Date of
this Agreement and expiring on the date of the Lot A Closing, Seller shall not(a)
dispose of any interest in Lot A,(b)mortgage,pledge or subject to lien or other
•
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encumbrance any interest in Lot A, (c)enter into any lease,or lease extension
without the prior written consent of Buyer, or(d) seek or consent to any zoning or
other change affecting the use of the Lot A. Any such interim activity shall be
ineffective and void.
B. Survey. On or before 30 days after the Lease Termination Notice, Seller shall
deliver to Buyer, at Seller's expense, a survey of Lot A,prepared by a licensed
Colorado surveyor, which shall comply with the most recent edition of the ALTA
Standards for an Urban Class survey("Survey"). The Survey shall contain a legal
description of Lot A and shall show the bearing and distances of all boundary
lines of Lot A, all improvements to Lot A, the location of utility lines adjacent to
Lot A, all easements and other title matters encumbering or appurtenant to Lot A,
the location of all dedicated public tights-of-way adjacent to Lot A, any
encroachments onto or off of Lot A,the Federal flood zone designation and any
other matters that would be disclosed by an accurate survey of Lot A. The Survey
shall also contain the certification of the surveyor sufficient to delete the standard
survey exception from the Title Commitment, and shall be certified to Buyer and
Buyer's lender,if any.
C. Title in Same Condition as the Effective Date of this Agreement. The title to Lot
A shall be delivered to Buyer on the date of Closing in the same condition as it is
on the Effective Date of this Agreement and all existing exceptions to title as
shown on Exhibit A shall be deemed to be"Permitted Exceptions". Any other
exception to title, other than Permitted Exceptions, shall be removed at Seller's
cost prior to Closing,
D. Title Insurance. Within seven(7) days from the Lease Termination Notice, Seller
shall furnish to Buyer and Buyer's counsel a current commitment (the "Title
Commitment")issued by First American Heritage Title Company(the"Title
Company") for the issuance of a 1992 ALTA Owner's Policy of Title Insurance,
in extended coverage form, covering Lot A in the face amount of$500,000. In
addition to the Title Commitment,the Title Company shall also deliver to Buyer
legible copies of all documents constituting exceptions to Seller's title as reflected
in the Title Commitment(the "B-2s").
E. Title Review. Buyer shall have through the end of Buyer's Inspection Period, as
such period is defined in Paragraph 5.D. above, in which to review such items
and to determine if the Seller's title to Lot A meets the criteria specified in
paragraph 6.A. and 6.B. above. In the event Seller's title does not meet such
criteria, Buyer shall give a notice of correction and Seller shall correct such
matter prior to Closing.
F. Title Policy. As soon as possible after Closing, Seller shall furnish Buyer, with
an Owner's Policy of Title Insurance issued by the Title Company, insuring good
and indefeasible title to Lot A in Buyer, subject only to the Permitted Exceptions
and meeting the following criteria:
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i. the exception relating to discrepancies, conflicts or shortages in area or
boundary lines,or any encroachments or protrusions or any overlapping of
improvements shall be deleted;
ii. the exception relating to ad valorem taxes shall be revised to read, "Taxes
and assessments for the year of dosing and subsequent years,a lien not
yet due and payable";
there shall be no exception for"rights of parties in possession";
iv. there shall be no exception for easements or claims of easements not
shown by the public records; and
v. there shall be no exception for any lien, or right to a lien, for services,
labor,or materials heretofore or hereafter furnished,imposed by law and
not shown by the public records.
All exceptions, conditions or requirements described in Schedule B-1 of the Title
Commitment shall be released and/or satisfied prior to or at Closing and such
items and requirements shall not be exceptions to the Owner's Policy of Title
Insurance to be provided by Seller. The cost of the title insurance shall be the
sole cost of the Seller and the cost to remove the standard exceptions to title
(6.F.i. through 6.F.v.) above and the cost of any endorsements shall be the sole
cost of the Seller.
7. Representations and Warranties. As of the Effective Date of this Agreement, Seller
makes to Buyer the following representations and warranties regarding Lot A Closing:
A. Except as previously disclosed by Seller to Buyer in writing,Seller has received no
notices of any plans for, or threats of, condemnation affecting any part of Lot A.
B. Except as previously disclosed by Seller to Buyer in writing,Seller knows of no
plans for public improvements in the area of Lot A which would lead to any
future special assessments against Lot A.
C. Lot A will at the Lot A Closing be free of all mortgages, tax liens (except for
current year's real estate taxes) and other liens except for the Permitted
Exceptions.
D. Seller has full authority to enter into this Agreement and perform its obligations
hereunder.
E. Except as previously disclosed by Seller to Buyer in writing,Seller has not received
actual notice of any pending or threatened actions or proceedings against Seller or
Lot A by any local, state or federal agency, entity or authority with respect to any
alleged failure of Lot A to comply with any applicable federal, state or local law,
rule,regulation, ordinance, code or order relating to the discharge or disposal of
air pollutants,water pollutants,processed waste water or solid,hazardous or toxic
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wastes. Seller warrants and represents that it has no knowledge of any
environmental contamination regarding Lot A.
F. The representations and warranties made in subparagraphs C and D above shall be
deemed remade at the Lot A Closing.
8. Date and Place of Closing. Unless Buyer gives written notice within the Inspection
Period that it will not take title to Lot A, Seller shall convey Lot A to the Buyer the Lot A
Closing, which shall be at a date and time given by Buyer within ten(10)days following
the end of the Inspection Period.
9. Transfer of Title. Seller shall execute and deliver a good and sufficient special warranty
deed to Buyer conveying Lot A free and clear of all liens and taxes except the general
taxes for the year of closing, and except the Permitted Exceptions. The Sewer Tap, and
the NWCWD Water Tap shall be transferred by Seller to Buyer by bill of sale and subject
to no liens or encumbrances.
10. Closing Costs,Documents and Services. Buyer and Seller shall pay their respective
closing costs at Closing, except as otherwise provided herein. Buyer and Seller shall sign
and complete all customary or required documents at or before Closing. Fees for real
estate closing and settlement services shall be paid at Closing one half(1/2) by Seller and
one half(1/2) by Buyer.
11. Prorations. General taxes for the year of closing,based on the most recent levy and the
most recent assessment,rents, water and sewer charges shall be prorated to date of
Closing.
12. Possession. Possession of Lot A shall be delivered to Buyer at the time of Closing.
13. Time of Essence;Default; Remedies. Time is of the essence hereof. If any note or check
received as earnest money hereunder or any other payment due hereunder is not paid,
honored or tendered when due, or if any other obligation hereunder is not performed or
waived as herein provided,there shall be the following remedies:
A. If Buyer is in Default. All payments and things of value received hereunder shall
be forfeited by Buyer and retained on behalf of Seller and both parties shall
thereafter be released from all obligations hereunder. It is agreed that such
payments and things of value are liquidated damages and are Seller's sole and
only remedy for Buyer's failure to perform the obligations of this Agreement.
Seller expressly waives the remedies of specific performance and additional
damages.
B. If Seller is in Default. Buyer may elect to treat this Agreement as canceled in
which case all payments and things of value received hereunder shall be returned
and Buyer may recover such damages as may be proper, or Buyer may elect to
treat this Agreement as being in full force and effect, and Buyer shall have the
right to specific performance or damages, or both.
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14. Survival of Terms Following Closing. To the extent necessary to effect the intent of the
parties, the provisions of this Agreement shall survive Closing.
15. Except when otherwise required by law, all notices required or permitted to be given
under this agreement shall be (a) in writing, and(b)until otherwise specified in a written
notice by the respective parties or any of them, shall be sent to the parties at their
following respective addresses:
If to Seller:
Swift Beef Company
Don Wiseman,Esq.
1770 Promontory Circle
Greeley, Colorado 80634
Telephone: 970-506-8108
Fax: 970-506-8223
With copy to:
Zach C. Miller
Davis Graham& Stubbs, LLP
1550 17th Street, Suite 500
Denver,Colorado 80202
Telephone: 303-892-9400
Fax: 303-893-1379
If to Buyer:
R.Tim McKenna
Xairos, LLC
102 South Tejon Street, Suite 700
Colorado Springs,Colorado 80903
Telephone: 719-540-5800
Fax: 719-540-5858
With copy to:
Fred L. Otis
Otis, Coen& Stewart, LLC
1812—56th Avenue
Greeley, Colorado 80634
Telephone: 970-330-6700
Fax: 970-330-2969
Each such notice,demand,or request shall be deemed to have been properly served for
all purposes if personally delivered or mailed by certified or registered mail, return
receipt requested, or by overnight delivery service,postage prepaid, to its addressee at its
address as set forth in this section. Each such notice, demand, or request shall be deemed
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to have been received by its addressee when personally delivered, the next business day
after the date of mailing by overnight delivery service, and two(2)business days after the
date of mailing by certified or registered mail.
16. No Obligation to Take Title. Notwithstanding any other provision in this Agreement,
Buyer shall not be obligated to take title to Lot A,the Sewer Tap nor the NWCWD Water
Tap and may reject such title by giving notice to Seller.
17. Miscellaneous.
A. Governing Law and Forum. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Colorado and the obligations of the
parties to this Agreement are and shall be performable in Weld County, Colorado.
By executing this Agreement, each party to this Agreement expressly(a) consents
and submits to personal jurisdiction consistent with the previous sentence, (b)
waives,to the fullest extent permitted by law, any claim or defense that such
venue is not proper or convenient, (c) consents to the service of process in any
manner authorized by Colorado law and(d)agrees that jurisdiction and venue of
any case arising from this Agreement shall be heard in Weld County District
Court. Any final judgment entered in an action brought under this Agreement
shall be conclusive and binding upon the parties to this Agreement.
B. No Oral Modification. This Agreement may not be modified or amended,except
by an agreement in writing signed by both Seller and Buyer.
C. No Oral Waiver. The parties may waive any of the conditions contained in this
Agreement or any of the obligations of the other party under this Agreement,but
any such waiver shall be effective only if in writing and signed by the party
waiving such conditions or obligations.
D. Costs, Including Attorneys'Fees. In the event it becomes necessary for either
party to this Agreement to file a suit to enforce this Agreement or any provisions
contained in this Agreement,the party prevailing in such action shall be entitled
to recover, in addition to all other remedies or damages, all of its costs in the
litigation, including, without limitation, reasonable attorneys' fees and court costs
incurred by such prevailing party in such suit.
E. Headings. The descriptive headings of the various paragraphs contained in this
Agreement are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions of this Agreement.
F. Partial Invalidity. If any clause or provisions of this Agreement is or should ever
be held to be illegal,invalid,or unenforceable under any present or future law
applicable to the terms of this Agreement,then and in the event,it is the intention
of the parties to this Agreement that the remainder of this Agreement shall not be
affected thereby, and that in lieu of each such clause or provision of this
Agreement that is illegal, invalid,or unenforceable,there be added as a part of
this Agreement a clause or provision as similar in terms to such illegal,invalid, or
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unenforceable clause or provision as may be possible and be legal,valid, and
enforceable.
G. Counterpart Execution. To facilitate execution, this Agreement may be executed
in as many counterparts as may be convenient or required. It shall not be
necessary that the signature of all persons required to bind any party, appear on
each counterpart. All counterparts shall collectively constitute a single
instrument. It shall not be necessary in making proof of this Agreement to
produce or account for more than a single counterpart containing the respective
signatures of,or on behalf of, each of the parties to this Agreement. Any
signature page to any counterpart may be detached from such counterpart without
impairing the legal effect of the signatures thereon and thereafter attached to
another counterpart identical thereto except having attached to it additional
signature pages.
H. Holidays. In the event that the date upon which any duties or obligations under
this Agreement to be performed shall occur upon a Saturday, Sunday or legal
holiday,then,in such event,the due date for performance of any duty or
obligation shall thereupon be automatically extended to the next succeeding
business day.
I. Assignment Binding Effect. The Agreement shall be assignable by Buyer
without Seller's consent.This Agreement may be assigned by Seller without
Buyer's consent in the event of a sale of all or substantially all of the Seller's
assets to the Buyer of such assets, or in the event of a merger in which the Seller
is not the surviving party to the surviving party. Any assignment of this
Agreement shall inure to the benefit of, and be binding upon,the heirs,personal
representatives,successors and assigns of the parties. Any such assignment by
Buyer or Seller shall not operate to release the assigning party from liability.
J. Post-Closing Obligations. Subsequent to Closing, Seller and Buyer shall execute
all additional documents and do all acts not specifically referred to in this
Agreement which are reasonably necessary to fully effectuate the transaction
contemplated by this Agreement, including, without limitation, execution of
documents necessary for compliance with laws, ordinances, rules, and regulations
of any applicable governmental authority or authorities.
BUYER: SELLER:
XAIR 5, LLC ff SWIFT BEEF COMPANY
By: By://101 41,41‘4041114'
R. Tim McKenna, as Authorized Agent Donald F. Wiseman, Sr. Vice
for David S. Forbes,Manager of Dalo II, President, General Counsel and
LLC, a Colorado LLC, Manager of Secretary
Greeley Land Fund, LLC,a Colorado
LLC, as Manager of Xairos, LLC
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Exhibit A
(Agreement to Convey Lot A)
¢ 1. The right of proprietor of a vein or lode to extract or remove his ore should the same be found to penetrate
C or intersect the premises thereby granted as reserved in United States patent recorded on April 7, 1873 in
�o d Book 8 at Page 359 (W % NE %), May 13, 1878 in Book 8 at Page 469 (E Yr NW %), and any and all
P assignments thereof or interest therein.
—�' o
'o § 2. All items set forth on the map of Use by Special Review recorded February 19, 1987 in Book 1146 at
ea
Reception No.2088961, (Lot B)
taini
lam H 3. All items set forth on the map of Site Plan recorded February 23, 1993 in Book 1371 at Reception No.
✓o 2322723.
®or
4. All items set forth on the maps recorded September 24, 1993 at Reception No. 2351878 and April 21,
0 1995 in Book 1488 at Reception No.2435208.
®NO
NOTE: Partial Vacation recorded September 30,2004 at Reception No. 3223741
S IM
MEM- Q. 5, An easement for pipeline and incidental purposes granted to Colorado Gathering and Processing
-e`o Corporation by the instrument recorded on August 29, 1985 in Book 1082 at ReceptionNumber 2022861,airs ma`r- -+r 6. An easement for sanitary sewer lines and incidental purposes granted to the City of Greeley by the
instrument recorded on April 24, 1992 in Book 1333 at Reception Number 2285544.
7. An easement for pipeline and incidental purposes granted to Colorado Gathering and Processing
Corporation by the instrument recorded on August 29, 1985 in Book 1082 et Reception Number 2022859.
8. Any assessment or lien of Northern Colorado Water Conservancy District, as discloseaby the.rgstrument
recorded on January 9, 1943 in Book 1104 at Page 13,March 9, 1961 in Book 1579 at Page 418, in Book
1044 at Page 58, May 9, 1990 in Book 1263 at Reception Number 2213201.
9. Any assessment or lien of Eaton Fire Protection District, as disclosed by the instrument recorded on
March 9, 1961 in Book 1579 at Page 418,November 4, 1959 in Book 1543 at Page 559, August 19, 1960
in Book 1564 at Reception Number 1386044.
10. Any assessment or lien of West Greeley Soil District, as disclosed by the instrument recorded on August
9, I957 in Book 1483 at Pages 318 and 321.
11. Any assessment or lien of North Weld Water District, as disclosed by the instrument recorded on
November 28, 1962 in Book 1631 at Page 313.
12. Any water rights or claims or title to water..in,-.on-or-under-the land.
..
13. Right of way for County Road 66 as it currently exists. , . •
14 . An Oil and Gas Lease, from Monfort Feed Lots, a Division of Monfort of Colorado, Inc_ as Lessor(s) to
The Colton Company as Lessee(s),recorded on June I, 1979 at Reception Number 1792317,and any and
all assignments thereof or interests therein_
15, Right to Farm Covenant and Notes, as set forth on Corrected Subdivision Exemption No. 1027,recorded
January 12,2007 as Reception No. 3447770.
16. Reservation for future right of way, as shown on Corrected Subdivision Exemption No, 1027, recorded
January 12, 2007 as Reception No. 3447770.
11 Ai Mir rn R.,.... rat...... . . . I . . .
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18. Reservation for future right of way;encroachment of elevator into reservation for future right of way;and
access/utility easement, as shown on Corrected Recorded Exemption No. 0803-30-2-RE3860, recorded
January 12, 2007 as Reception No. 3447771 and as shown on ALTA/ACSM Land Title Survey by
Drexel,Elan-ell &Co., dated August 29, 2006,revised October 6,2006, Job No. O1344.
19. Terms, conditions, provisions, agreements and obligations contained in the Grant of Access, Utility and
Right of Way Easement recorded on September 23, 2004 at Reception Number 3221565 and amendment
recorded December 20, 2004 at Reception No, 3245723.
20. Terms, conditions,provisions,agreements and obligations contained in the Declaration of Water Well and
Pipeline Easement recorded on October 8, 2004 at Reception Number 3226159.
21. Terms,conditions, provisions,agreements and obligations contained in the Declaration of Water Pipeline
Easement recorded on October 8, 2004 at Reception Number 3226160.
22. Terms, conditions, provisions, agreements and obligations contained in the Declarations of Ditch
Maintenance and Right of Way recorded on October 8, 2004 at Reception Number 3226158 and
December 20,2004 at Reception No.3245725 and 3245726.
23. An easement for water lines and incidental purposes granted to North Weld County Water District by the
instrument recorded on April 12,2005 at Reception Number 3276447 and 3276448.
24. The following notices pursuant to CRS 9-1.5-103 concerning underground facilities have been filed with
the Clerk and Recorder of Weld County. These statements are general and do not necessarily give notice
of underground facilities within the subject property:
A. Mountain Bell Telephone Company,recorded October 1, 1981 in Book 949 at Reception Number
1870705.
B. Western Slope Gas Company,recorded March 19, 1983 in Book 99D at Reception Number
1919757.
C. Associated Natural Gas,Inc.,recorded July 20, 1984 in Book 1037 at Reception Number
1974810,October 1, 1984 in Book 1045 at Reception Number 1983584,March 3, 1988 in Book
1187 at Reception Number 2132709 and April 10, 1989 in Book 1229 at Reception Number
2175917.
D. .Colorado Interstate Gas Company,recorded August 31, 1984 in Book 1041 at Reception Number
1979784.
E. Western Gas Supply Company,recorded April 2, 1985 in Book 1063 at Reception Number
2004300.
F. Public Service Company of Colorado,recorded November 9, 1981 in Book 952 at Reception
Number 1874084.
2 5, Wood shed encroaching into an access and utility easement and into Carpenter Lateral right of way and a
chain link fence located in said Carpenter Lateral right of way, as shown on ALTA/ACSM Land Title
Survey by Drexel,Barren &Co.,dated August 29, 2006,revised October 6,2006, Job No.O1344.
26. An undivided 100% interest in all oil, gas and other minerals conveyed to Greeley Land Fund, LLC by
Mineral Deed recorded on September 22, 2006 at Reception Number 3421603, and any and all
-assignments thereof or interests therein.
27. Terms, conditions, provisions, agreements and obligations specified under the Relinquishment and Deed
of Surface Access Rights by and between Noble Energy Production, Inc. and Greeley Land Fund, LLC
recorded on September 22,2006 at Reception Number 3421604.
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