1992-08-13_GENERAL DOCUMENTS - C1981017

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Colorado Mined Land Reclamation Division and the Office of Surface Management. B. Sale of Operating Facility. In the event that Mid - Continent enters into a contract to sell the Mine Site and Load -Out Site to a new operator as an operating facility, Contractor shall suspend the Work to be performed under this Contract; provided, however, that no such suspension shall extend beyond ninety (90) days or Contractor may, on written notice to Mid- Continent, terminate this Contract, in which instance Contractor shall be promptly paid all monies due Contractor as herein described. At that time, Contractor shall be promptly reimbursed for all previously unreimbursed advances or Cost of the Work, together with interest of 12% per annum on all Cost of the Work from the date of expenditure to the date of suspension. Upon the closing of a sale of the Mine Site and the Load -Out Site to a new operator, this Contract shall terminate and Contractor shall be paid, as an upset fee, an additional 13% of all Costs of the Work. In the event that a sale of the Mine Site and the Load -Out Site fails to close, performance under this Contract shall resume, and the previous payment of interest to Contractor at 12% per annum at the time of suspension shall be credited against future commissions and Cost of the Work. The period for completion of the Work as set forth in Section VII.A above shall be tolled during any period of suspension under this paragraph. VIII. ARBITRATION. In the event the parties cannot agree on any matters arising out of the terms and conditions of this Contract, (specifically excluding, as may be hereinafter reserved in this Contract, the right to seek judicial enforcement of liquidated damages, [e.g. amounts earned, but not paid], which disagreement the parties cannot resolve between themselves, such disagreement shall be referred to binding Arbitration at Denver, Colorado before three (3) neutral and disinterested arbitrators pursuant to the Expedited Construction Industry Arbitration Rules of The American Arbitration Association. The award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Unless otherwise agreed in writing, the Contractor shall carry on the Work during any arbitration proceedings, and Mid- Continent and Contractor each shall continue to be liable for payments to the other in accordance with this Contract. IX. NOTICES. Unless applicable law requires a different method of giving notice, and except any provision with respect to Notice of Cancellation, any and all notices, demands or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if served either personally or if deposited in the United States mail, certified or registered, postage prepaid, or given by fax as herein provided. If such notice, demand or other communication is served 08/13/92(12) - 12 -