2013-10-21_REVISION - M1985112 - Laserfiche WebLink

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10/17/2013 08:25 FAX 9703784823 Loloff Const Inc Z0004/0006 10/17/2013 09:12 970 -553 -9701 CHAVIES CHILDERS PAGE 03 Mine, whichever Comes first. Mill Iron's obligation shall continue until termination of this Agreement, or until a slurry wall is built around the iolofF Mine, whichever occurs first. Mill Iron shall be entitled to the return of its contributions upon completion of the slurry wall or upon Loloff and Mill iron agreeing that the water level in the Loloff Pit has stabilized and no further operational expenses arc needed to maintain the water level, whichever occurs first, so long as it has performed all of its obligations prior to termination. 8. Loloff, at its sate expense. shall have the right, but not the obligation. to audit the production from the Loloff Mine or to review financial records related thereto. Loloff's audit rights shall allow for actual monitoring of scale house activity and examination of the scale. 9, If Loloff fails to keep the Permit in compliance with DRMS requirements, and subject to Mill Iron being in cotnplianee with al l of its obligations under this Agreement, Mill Iron shall have the right, but not the obligation, to terminate this Agmcmcnt. In such ovent, all funds which Mill Iron contributed and which retrain in the escrow account described above shall be released to Mill Tron, provided, however, that Mill Iron shall not be entitled to the escrow balance if Loloff s failure is the result of changes in DRMS requirements that prevent Loloff from compliance based on current financial and economic resources available to it, In the event DRMS changes its requirements and Lolofris unable to comply after applying financial resources currently available, the escrow balance shall be used and /or distributed pursuant to section 7 of this Agreement. 10, In the event Mill Iron fails to snake any escrow payments as required under this Agreement, and subject to Loloff being in cotnplianee with all of its obligations under this Agreement, Loloff shall have the right, not the obligation;, to terminate this Agreement. Further, thr, balance of funds paid by Lolofrinto the escrow account described above shall be retained by Loloff. 11, Mill iron shall have reasonable access on a nonexclusive basis to the Loloff Mine at all times during the term df the Agreement and for ninety days after the last products have been sold. Such access shall be by means of a right of way designated by ,Loloff designated from time to time. 12. This Agreement shall be effCotivethe date it is last signed. by either Mill Iron or Loloff. Unless otherwise terminated as allowed in other sections of this Agreement, the Agreement shall continue for SIXTY (60) months or until all commercially rmsonable gravel and aggregate Products located within the Loloff Mine have been sold, whichever date comes first. Mill Iron shall have the right to extend this Agreement under the same terns and conditions_ Mill Iron shall give written notice of the extension no later that NINETY (90) days prior to the initial Agreement termination date. Upon termination, Mill Iron shall have ninety days to remove any equipment it h'as been using at the Loloff Mine. 13, Loloff shall comply with all federal, state and local rules. regulations, laws or ordinances, including, but without limitation, the DRMS and all related reclamation obligations. Loloff shall indemnify and defend Mill Iron from and against any and all losses arising from Loloff's failure to comply with any of the above obligations.