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E AND LEASE OF
<br />AOREEM NT FQR TH_E .°-'UBQH62E. A& E --
<br />WER QIGM
<br />THIS AGREEMENT, Including the Exhibits attached hereto, rAgreemenr) is made and
<br />entered into this _= day of 2005 by and between APGREOATE
<br />INDUSTRIES -WEST CENT L REGION, INC. ("Seiler', whose address Is attention,:
<br />Michael Refer, Moe President of Administration, 1707 Cole Boulevard, Suite 100, Golden,
<br />Colorado 80401, and THE CITY OF THORNTON ('Thornton'), whose addnese is 8500 Civic
<br />Center Drive, Thornton, Colorado 80228, acting by and through Its City Council (Soler and
<br />Thornton sometimes collectively referred to as the "Parties").
<br />WITNESSETH:
<br />WHEREAS, Seller represents that It's offiilate, CAMAS Colorado, Inc, Is the owner of 3.0
<br />shares (Certificate number 870) of the capital stook 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 Seger
<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 "Lands") 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 eel 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 recelpt and
<br />sufficiency of which is hereby acknowledged, the Parties agree as follows:
<br />1. Sale anti Purchase. Seller agrees to sell to Thornton and Thornton agrees to
<br />purchase from Seller, 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. Bendgial Ownershld. AN of Seller's beneficial right, title and Interest In all
<br />water, water rights, cliches, ditch rights, reservoirs, reservoir rights, canals,
<br />canal rights, headgetee 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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