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AGREE ENT EQR THE EUBCH68E. SALE AND LEASE OF
<br />MATER RIGHTS
<br />THIS AGREEMENT, Including the Exhibits attached hereto, ("Agreement') Is made and
<br />entered into thism day of 2005 by and between A¢OREOATE
<br />INDUSTRIES - WEST CENTRAL REGION, INC. ("Seller, whose address is attention.:
<br />Michael Refer, Vice President of Administration, 1707 Cote Boulevard, Suite 100, Golden,
<br />Colorado 80401, and THE CITY OF THORNTON ("Thornton'), whose address is 9500 Civic
<br />Center Drive, Thornton, Colorado 80229, voting by and through Its City Councll (Soler and
<br />Thornton sometimes collectively referred to as the "Parties").
<br />WITNESSETH:
<br />WHEREAS, Seller represents that Its afflilate, CAMAS Colorado, Inc, is the owner of 3.0
<br />shares (Certificate number 970) of the capital stock of the Colorado Agricultural Ditch Company
<br />(hereinafter referred to as the "Colorado Ag Shares"), being a mutual ditch company organized
<br />and existing under the laws of Colorado ("the Company"); and further represents that the Seller
<br />is in the process of obtaining approval from the Colorado Agricultural Ditch Company to change
<br />the ownership to Aggregate Industries, and
<br />WHEREAS,. Seller represents that It has knowledge of the historic use of the Colorado
<br />Ag Shares for Irrigation purposes both on -the lands (the "lande") and {for uses as described in
<br />the Statement of Historical Uses of Water Rights, Exhibit A, attached hereto and Incorporated
<br />herein; and
<br />WHEREAS, Seller desires to sell to Thornton and Thornton desires to purchase from
<br />Seller, the Colorado Ag Shares, and all the beneficial ownership rights associated therewith;
<br />and
<br />WHEREAS, Thornton owns fully consumable water in Its municipal water system, which
<br />water may be delivered to the South Platte River; and
<br />WHEREAS, Thornton desires to lease to Soler and Seller desires to lease from
<br />Thornton a portion of Thomton's fully consumable water.
<br />NOW, THEREFORE, In consideration of the foregoing recitals, the mutual covenants
<br />and agreements herein contained, and other good and valuable consideration, the receipt and
<br />sufficiency of which is hereby acknowledged, the Parties agree as follows:
<br />1. Sala gr P IMbase. Seller agrees to sell to Thornton and Thornton agrees to
<br />purchase from Seiler, upon the terms and conditions hereinafter set forth:
<br />a. Shares. All of Seller's right, title and Interest in the Colorado Ag Shares,
<br />Including Seller's right to request or receive water delivered under the
<br />Colorado Ag Shares for any and all uses.
<br />b. Bendclal Ownershlo. AN of Sellers beneficial right, title and interest in all
<br />water, water rights, ditchas, ditch rights, reservoirs, reservoir rights, canals,
<br />canal rights, headgetes and all other assets, rights, title or Interests
<br />represented by the Colorado Ag Shares, and, In addition, and in no way
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