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LAND LEASE AGREEMENT
<br />(0316- - )
<br />THIS LAND LEASE AGREEMENT ("Lease") is made effective this 9th day of January
<br />2020, ("Commencement Date") by and between Hayden Gulch Terminal, LLC, a Delaware
<br />limited liability company, whose address is 701 Market St. St. Louis, MO 63101, along with
<br />Sage Creek Land & Reserve, LLC a Delaware limited liability company, at the same address,
<br />(collectively, "Lessor") and The Town of Hayden, a Colorado Home Rule Municipality, whose
<br />address is P.O. Box 190, Hayden, CO 81639-0190, ("Lessee"), the Lessor and Lessee being
<br />hereinafter also identified as a "Party" or the "Parties".
<br />WITNESSETH:
<br />WHEREAS, Lessor is the owner of, in what the Parties have agreed to describe as a
<br />parking lot and railroad loop which lies south of Hwy 40 and East of the Hayden Police Station
<br />known as the Hayden Gulch Terminal Rail Loop and Parking Lot (the "Lands"), encompassing
<br />+1-225 acres in total, all as more particularly described in the description and generally identified
<br />on the map attached as EXHIBIT "A" incorporated herein by reference; and,
<br />WHEREAS, the Lessee has, provided to Lessor an unrecorded Letter of Intent ("LOI") in
<br />which the Lessee is desirous to utilize the Lands for walking, biking, skiing and other
<br />recreational uses; and,
<br />WHEREAS, the Lessor has, provided to Lessee an unrecorded LOI in which Lessor is
<br />desirous of donating the Land to the Lessee once all permitting and reclamation requirements
<br />are complete to a degree of sufficiency necessary and needed to receive Bond Release from
<br />the Colorado Division of Reclamation, Mining and Safety; and
<br />WHEREAS, the Parties acknowledge and agree that the actual date wherein the Lessor
<br />will receive Bond Release is undetermined; and,
<br />WHEREAS, Lessee desires to lease the Lands from Lessor, in accordance with the
<br />terms and conditions stated in this Lease; and,
<br />WHEREAS, the Parties acknowledge and agree that through Lessee's utilization of the
<br />Lands for recreational purposes. Lessor will establish post mining land use as recreational
<br />which will expedite Bond Release and donation of the Lands.
<br />NOW, THEREFORE, in consideration of the premises, the mutual covenants, and the
<br />other good and valuable consideration set forth herein, Lessor and Lessee agree as follows:
<br />1. PROPERTY COVERED. Except as otherwise provided herein and subject to the
<br />Reserved Rights and the terms and conditions hereof, if any, Lessor hereby leases the Lands
<br />effective on the Commencement Date. The Lands are leased in its "AS IS, WHERE IS"
<br />CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT
<br />NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY. HABITABILITY, OR
<br />FITNESS FOR A PARTICULAR PURPOSE, except Lessor represents and warrants Lessor's
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