1997-02-10_PERMIT FILE - M1996076 (2)

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• • INDEMNIFICATION AGREEMENT • THIS AGREEMENT is made and entered into this --7-- day of February, 1997 by and between Western Slope Flagstone, a sole proprietorship, hereinafter referred to as "Western Slope" and Powderhorn Properties Company, a Deleware general partnership, hereinafter referred to as "Powderhorn". WHEREAS, Powderhorn currently owns and operates an electrical transmission line, including above and below-ground supporting structures lying in the SW 1/4 SW 1/4 of Section 35, Township 10 South, Range 98 West, of the 6th P.M., Mesa, County, Colorado. WHEREAS, Western Slope is in the process of obtaining a mining permit from the Colorado Division of Minerals and Geology for the purpose of mining and removing rock and related activities within 200 feet of the electrical structures owned by Powderhorn. Such mining activity is known and referred to as Western Slope Flagstone Quarry No. 2 - Reference File No. M-96-076. WHEREAS, the Colorado Division of Minerals and Geology has conditioned such mining permit on Western Slope indemnifying and holding Powderhorn harmless for any damages that may occur to its electrical facilities within said 200 feet. Western Slope agrees to provide compensation to Powderhorn for the repair of any damage to said electrical facilities as a result of conducting such rock mining activities authorized by said mining permit. NOW THEREFORE, except to the extent caused by the negligence of Powderhorn, its agents, employees or assigns, Western Slope shall defend, indemnify and hold harmless Powderhorn, its agents, employees or assigns for any loss, cost or damage to said electrical facilities, including, without limitation, reasonable attorneys' fees and court costs, arising from or related to the exercise of the rights granted under such mining permit. Western Slope shall conduct its activities in a safe and prudent manner and shall comply with applicable rules and regulations promulgated by federal, state and county agencies, including, but not limited to reclamation obligations relating its mining operations. All of the covenants and agreements set forth in this Indemnification Agreement are intended to be and shall be construed as covenants (and not conditions) running with the land, binding upon, inuring to the benefit of and enforceable by Powderhorn, and Powderhorn's successors and assigns. IN WITNESS WHEREOF, Western Slope has caused this Agreement to be executed and it shall become effective as of the day and year first above written. Western Slope Flagstone, RecaWed MwVER OFFICEa sole proprietorship FEB 1 01997 By: , oumncp Poeb OMM I Dwhbn of Wnor&4 R GeobQ/ NDIVIDUAL ACKNOWLEDGMENT STATE OF COLORADO) )sa. COUNTY OF MESA ) The foregoing instrument was acknowledged before me this 7 day of 1997 by Rudy Fontanari, sole proprietor of Western Slope Fl pepV = Witnes hand and official seal. OWD AL t �CVN Nota ublic �T —••Off! My commission expires: POF C0�