C150298 Easement & ROW Agreement

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offer to purchase within the period provided shall nullify and void the privilege to FMRICO, and Groves shall be at liberty to sell the Groves Property and/or its interest in the Pipeline Project to any other person, subject to the limitations described in this agreement. Any sale of the Groves Property or Groves interest in the Pipeline Project shall be subject to this Operating Agreement. 12. No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and no third parties are intended to be or shall be benefited by this Agreement. For the purposes of this provision, FMRICO shareholders are considered to be part of FMRICO, and to the extent that this Agreement provides benefits to FMRICO, its shareholders are also intended to be benefited. 13. Default and Right to Cure. In the event that either party believes that the other is in default of any obligation under this Agreement, the non-defaulting party shall give notice of the default to the defaulting party. If a notice of default is provided, the party accused of the default shall either cure it or provide a written statement explaining why it is not in default. If the alleged default is not cured or otherwise resolved within thirty(30) days, the parties shall proceed as set forth in paragraph 14. 14. Remedies. If a dispute arises relating to this Agreement, prior to or after completion of the Pipeline Project, and is not resolved pursuant to paragraph 13 above, the parties shall first proceed in good faith to submit the matter to mediation. The parties will appoint a mutually acceptable mediator and will share equally in the cost of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute is not resolved within sixty(60) calendar days from the date a mediator is appointed. If the mediation does not resolve the entire dispute, the parties may pursue all other legal or equitable remedies to which the parties may be entitled. 15. Notices. All notices pertaining to or provided for under this Agreement shall be in writing and delivered to the parties hereto by facsimile transmission, personally by hand, by first-class mail, postage prepaid at the addresses of the parties set forth below, or by email, at the email addresses set forth below. All notices delivered by hand, by U.S. Mail, or by email shall be deemed given when delivered, and all notices transmitted by facsimile shall be given when transmitted. The parties may, by notice as provided herein, designate a different address to which notice should be given, but the initial addresses are as follows: To FMRICO: Fort Morgan Reservoir& Irrigation Company 218 E. Kiowa Avenue Fort Morgan, CO 80701 970-867-7561 Email: fmrico@twol.com 9