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• 13. Waiver <br />The failure of a party to insist on strict performance of any provisions of this Agreement, or to <br />take advantage of any right hereunder, shall not be construed as a waiver of such provision or <br />right. <br />14. Memorandum <br />Lorencito shall prepaze, and the parties hereto shall execute, acknowledge and record, a <br />memorandum of this Agreement with the payment amounts deleted sufficient to give notice to <br />third parties of the existence of Lorencito's rights hereunder and the rights and interests herein <br />reserved to Hill Ranch. Any party hereto may record a copy of this Agreement, with the payment <br />amounts deleted, if it reasonably believes recording thereof is necessary to protect its rights and <br />interests. <br />15. Arbitration <br />The parties hereby agree to make good faith efforts to amicably resolve all controversies, claims <br />and matters of difference arising under this Lease. If they aze unable to do so, either party may , <br />demand in writing that a specified dispute be submitted to a one-day, non-binding mediation to <br />be conducted by the Judicial Arbiter Group (or similar commercial dispute resolution center) in <br />Denver, Colorado, within 30 days of such notice. If such mediation does not result in settlement <br />ofthe dispute, the dispute shall be submitted to arbitration. Arbitration shall be conducted in the <br />• metropolitan Denver, Colorado area (unless otherwise agreed by the parties), in accordance with <br />the Commercial Arbitration Rules of the American Arbitration Association, except to the extent <br />such rules conflict with the express provisions of this Section. Arbitration hereunder shall be by <br />three independent and impartial arbitrators. Each of the parties shall appoint one azbitrator within <br />30 days after the mediation provided for above. The two arbitrators so appointed shall select a <br />third arbitrator within 45 days after such notice, failing which the American Arbitration <br />Association shall select the third arbitrator. The three arbitrators shall conduct a hearing no later <br />than 60 days after such notice, and the azbitrators shall render a decision within 30 days of the <br />hearing. At the hearing, the parties shall present such evidence and witnesses as they may <br />choose, with or without counsel. The arbitration panel shall consider any evidence and testimony <br />that it determines to be relevant, in accordance with procedures that it determines to be <br />appropriate. Any awazd entered shall be made by a written opinion stating the reasons for the <br />awazd made. The arbitrators may awazd legal or equitable relief; including but not limited to <br />specific performance, and may awazd the costs and fees, including attorneys', arbitrators and <br />expert witness fees, to the prevailing pally. Such award shall be final and binding on all parties, <br />and shall not be appealable. Each party shall continue to perform its obligations under this <br />Agreement and neither party shall have the power to terminate this Agreement pending <br />conclusion of the arbitration. <br />16. Organization, Qualification, and Authority <br />a. Lorencito represents and warrants that it is a limited liability company duly <br />. organized, validly existing and in good standing under the laws of Colorado. <br />SURFACE AGRT FMAL 6-25-0I.doc <br />