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EXCHANGE AGREEMENT <br />X This Agreement ( "Agreement ") is entered into this aa" , day of <br />II./ , 1998, between.Camas Colorado, Incorporated, an Indiana <br />corpo ation, ( "Camas ") and the City of Westminster, ( "Westminster" <br />or the "City "). <br />WHEREAS, Westminster is a municipal corporation in the State. <br />of Colorado that provides water and sewer services to individuals <br />located within the Westminster Water Service Area; <br />WHEREAS, Cantas Colorado, Incorporated a corporation of the <br />State of Indiana and owns and operates Cooley Gravel Company in <br />Colorado. Cooley Gravel Company is a wholly owned subsidiary of <br />Camas engaged in certain mining activities in the State of Colorado <br />( "Cooley ") ; <br />WHEREAS, Cooley is the owner of the following water rights: <br />(a) 7.5 shares of the <br />Reservoir and Irrigation Company <br />delivery purposes to the Standle <br />Number 6974; <br />Company, <br />and 48; <br />capital stock in the Farmers <br />("FRICO") assigned for. water <br />y Division, Share Certificate <br />(b) 31 shares of the capital stock in the Manhart Ditch <br />Replacement Certificate for lost certificates Numbers 43 <br />(c) 40.875 shares of the capital stock of the Wellington <br />Reservoir Company, Share Certificate Number 1272; and <br />(d) 48.715 shares of the capital stock of the Burlington <br />Ditch Reservoir and Land Company, Share Certificate Number 3576. <br />Within fifteen (15) days of execution of this Agreement; Camas . <br />will cause Cooley to execute and record a quit claim deed and <br />assignment of share certificates formally transferring Cooley -'s <br />interest in the water rights identified above to Camas. The Water <br />Rights identified herein shall thereafter be referred to <br />collectively as the "Camas Water Rights "; <br />WHEREAS, Camas is the owner of approximately 30.69 acres of <br />land, more or less, located in the SEh of Section Township 3 <br />South, Range 68 West of the 6th P.M., Adams County, more <br />particularly described in the legal description attached hereto as <br />Exhibit A (the "Camas Lands "); <br />WHEREAS, <br />water service <br />yield water <br />Moreover, in <br />in connection with the operation of its municipal <br />system, Westminster owns certain water rights that <br />that has been decreed to be fully consumable. <br />connection with the operation of its municipal water <br />