2015-04-29_REVISION - M2015008 - Laserfiche WebLink

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jjE. trl €';1 MAR 2 3 2015 WATER AND _Uf LITY AGREEMENT This WATER AND UTILITY AGREEMENT ( "Agreement'), dated effective as of March 5, 2015, is entered into by and among GALLOWAY, INC., a Delaware corporation ( "BVR "), GALLOWAY SG, LLC, a Colorado limited liability company ("Galloway SG'), and KIRKLAND CONSTRUCTION, LLLP, a Colorado limited liability limited partnership ("Kirkland"). RECITALS A. BVR owns that certain real property located in Grand County and Summit County, Colorado; commonly known as the Blue Valley Ranch (the "Ranch "). B. Galloway SG, a wholly -owned subsidiary of BVR, leases from BVR that certain portion of the Ranch consisting of approximately 396 acres located in Grand County, Colorado, as legally described on Exhibit A attached hereto (the "Property "). C. Galloway SG and Kirkland are parties to that certain Access and Mining Agreement dated effective March 5, 2015 (the "Access Agreement "), pursuant to which Galloway SG engaged Kirkland to extract sand and gravel and other construction materials, and granted to Kirkland a license to conduct certain operations for processing such materials, on a 30 -acre portion of the Property depicted on Exhibit B attached hereto (the "Subject Site "). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Access Agreement. D. - BVR holds a water service contract with the United States Department of the Interior, Bureau of Reclamation (the "Bureau "), identified as Long Term Green Mountain Reservoir Water Service Contract No. 8- 07- 60 -WO713 dated August 10, 1998 (the "Bureau. Contract "), pursuant to which BVR contracted for 27,000 acre -feet of water service for municipal /domestic use annually from Green Mountain Reservoir. E. BVR has requested from the Bureau an amendment to the Bureau Contract (the "Amendment") to allow 35 acre -feet of BVWs annual contract water for each contract year during the period beginning July 1, 2015 and expiring June 30, 2017 to be used for industrial purposes in support of the Project (such amount of 35 acre -feet per year is referred to herein as the "Bureau Industrial Water "). F. BVR has also entered into a Water Supply Contract with the Colorado River Water Conservation District dated March 3, 2015, which provides a limited wholesale water supply in the amount of 5.5 acre -feet monthly for only the months of May, June and July of 2015 (the " CRWCD Water ") from Wolford Mountain Reservoir for municipal /industrial purposes (the " CRWCD Contract," or together with the Bureau Contract and the Amendment, the "Water Contracts "). BVR's rights to use the Bureau Industrial Water and the CRWCD Water pursuant to the Water Contracts are referred to'collectively herein as the "Water Rights." 2104398.3