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HomeMy WebLinkAbout1.14 Source of legal right to enterDivision of Reclamation Mining & Safety Permit Application RTZ INDUSTRIAL SAND & GRAVEL MINING OPERATION GARFIELD COUNTY, COLORADO 5.4.1 EXHIBIT N — Source of Legal Right -to -Enter �'•� •I�v.� uJu.� i��.• ;ll UilLl^f [1Li _r CIO, 546573 P. 3 `2 UU, 51F. 7. 2006') 3; 3 3A SALCOMB & GREL IAURANTS GRAVEL LVASF, Txm Gl AVn L13A5E, dated this 2006 (hereinafter referred to as this "Lease`), by aud between SPUCYALTY RESTAURANTS Cogro"IXON, whose address is 8191 East wiser Boulevard, Amaiheim, Califbmia 9280 9-2214 (hereinafter rofened to as "Lessor`) and RTZ iIVMTiSTRLkL, LLC, a Colorado limited liability company (hereina f ter referred to as the "Lessee" ), whose address is clo Wayne Rudd, 0132 Park Avenue, Basalt, Colorado 81521. In co sideraxion of the mutual promises and cuveaanis set fbrffi herein, and for other goad and valuable coWideration, the receipt and &UMcieacy of ` hick is bd reby acknowledged by Lessor, and on and subject to tho touw and condition provided in this Lease, Lessor hereby leases, lets and dues to Lessee the Materials as det3xxed hereim, it, on and under that cmtku real property situate in Garfield County, Colorado, morn particularly described on Exhibit A attaei adherato andmade a part hereof (harcimdor the ' ProperVI and the exclusive rigbt to sm aple, drill, andtost for, develop, mine, quarrY, extraot, psocesa, sell, use and remove them dwirig the Term of Us Lease, along with the right to loeate and operate and/or sublease agpegafe, asphalt and concrete plants Neon, aid with associated easexrmts aj provided herein I _ DoMflo;ius. a. Lease gear shall moan a period of one year beehnibg on tics date fast set forth hsreinabove (hereinafter the `Bffccdve Date) or on any w=4 anniversary thereof b. Materials shall mean srokae, nand and gravel and any overimrden and valuable solid minerals, other khan hydrocatbon minerals such as coal, oil, gas and associated liquid hydro carbons, that are removed inoidem to sand and ,grovel operations hem4nder and which are saleable and recovomble from the Property in the courso of such opera lonus, a. Plant shall moan aportable and/ox fixed famlftyforproaessjg, staring, washin& saxting, handling, laadtg and a]aipping ofMatcrials, along with aucillaryfacilitles, and shall also maa€n a concrete or asphalt baich plant. 2. Tatrm. The Term of this Lowe, shall, be commencing on the Lffeotive Date of ttus Loaso. 3 _ Royalty Payments, The aayalty payments as herein sot forth shall be the only consideration Lessee is xrquircd to pay for all of Lessee's rights and uses under this Lease. a. Ptroductioa Royalty, The Lessee shall pay to Lessor a Pznduction Royalty computed W follows: Pago 1 of 13 c��Doe uaents aid8esratt�Ad I7a� � Y u>r.at��t.MAc Rars�`�a�af k11918.z7x n"I%McAU" RECEIYE D TIME SEF. 6. 5.42PM RECElm -IVE Ep. 7. 9;0 7AM VU vr.V UV IV inn ZJ IV4414UZI l(UDB WNS'17MUl'JUN - -- - - - - -- - - - --- ��_�� [A 004 SEP, 7. 70066 8; 33AMM BALCOSIB & HEEMURMTS NO, 546373 P, 4 3 tl} [} e h. b. Minimum Royalty. Upon obtaining the permits as set forth wltbin Paragraph S. or within two (2) years of the mutual execution of tbia Lease, whichew+t event occurs first, s This MM aim ma Royalty shalt b o paid to Lessor in 4ective ofthe a xw=t of gravel products, if any, that are exixactod from the Property; provided however, the Minimum Royalty payment paid to Lessor In any given month under this provision shall be eroditod to Lessee against that tr Qu&.9 Productiora?wyaltyt if amm cwedto Lessor cinder Paragraph 3.&, herelkabove, If in any given mouth the total Produotion Royalty owed to Lessor is less than the Minirmum.Roydw paid to Lessor during thad same month, Lessee shall not be allowed to oredit the difference in said amounts against any future Production Royalty owed to Lessor. C. Royalty Payment Adjjustment. Uo royalty payments shall be acjusted every year on the first day of the Lease Year (llcceinaftar tho "Adjustment Date`l and each subsequent Adjustment Date; provided, bowever, the Ousted royalty rates shell never be less than the wao=4 cat forth in Paragraph 3.a and b., hereinabovo (hm airtaftor, the `Base RoyaltyRates' �. These adjustments shall be oalculeied by usag the following xmethod; Page 2 of 13 /y QW utvwer4 1 Smdh$MW4MMft AoauspaalslyMRcPMOMOawl Leall.3. Q$ %;ft & AlAw (� RECEIVED TIME SEP. 5, 5:42PM W { RECEIVED TIME SEP. 7. 4:07AM SEP, 7. 20 0 6 8' 33AVIM BALCOMB & GREENAURANTS aa5 NO. 546573 P. 5 d. 'Records. The L asee shallkeep and maintain adequate aad accurate records of the quantities ofMsteriaJs mimed and sold. The royalty payments shall be accompanied by a monthly stet =ent with the royalty calculation that includes an accoun&g of the tons of Materials mivad from the Property and sold or deemed gold pursuant to Paragraph 3,0,, hLeminbelow, for the month. Lessor shall haVe tho right at au reasonable Omes during bu63xle4s hours and upon reasonableprior notice to cxamin.e such records oftheLessee at the offices of the J wseo and to verify the quantitios of Materi&b rewovcd and sold and the accuracy of the scales used to welgh the Materials, o. NatorigLU SoU Materials "sold" or "deamod sold" for pmposss of calcul=ng royalty p "eats due shall mean ell Materials sold, transferred or rerauved from the Property or delivered to concrete or asphalt batch operations located ou ftFroparty, Materials "Sol &" or "decmod sold" shall not include Materials used by the Lessee in conaWwdug, maintaining or rep airing roadways on the Prop ercy or rho construction ofro adways and driveways or flood protection on or for the bonefit of the Property, nor shall such Tenors include Kate�ials brought onto tho Property foruse inrecycligg operations, norMaterials used on the Property for reel a7mxd on in woozdauae wi't1► the approve d reclamation plats or any permit oondition, or requirexment. Materials "sold" or "deemed sold" shall also not include tailings or washed 4. Weighing of Materials. Forpuaposee ofoalculati= ofthe royaltYpayment duepursuAnt to Paragraph 3 above on Mategals sold or do Mod sold, quantities of Materi&U for w Bich the royalty payment is due with be maasurod as follows: a. Use of Scaloj, All Materials shall be weighed on a certified scalo at the time when Materials are sold or deemed sold, If Materials on which aroyalty payment is due are mixed with non- excavatod rnatorials (for example, in case ofmixing sand and gravel with water and Portland cocaent in the concrete batch plant), then £or t he propose of calculating the royalty payment, theweight oftheMaterid3 ahali be separetelyweighed usinga ccz Med soalesprior to being delivered to oonexate or asphalt batch operations onthe Property or mixed with other son axeavatedmateriala, For record keeping and control putposea, the mixedptoduct shall also be weighed prior to leaving [ha Pzopv ty;� b. Scala Adjusttr. a tr. Accmcy of the scale aball be checked and adjustments made at lcagt as often as required to contiuue to be coed. R.wol:ds of the aecu:racy check sad adjustments shall be preserved and made available in the a=v manner as other tecozds. 5. Permits. Lessee attd Lessor shall mutually cooperate la the fling and processing of all federal, state and looal regulatory appBoations, plans and pw mits as may be desirable or =required and which would enable Lessee to mine ttaa Property and peaform other extractive operatioz a includiw$ to wirdng quarrying, exesveting, crusbing, screetsing, washing solling and/ox mixing for shipment of sand and gavel or produots derived therefrom; providedhowever, ail costs related to the Page 3 of 13 CAD "1606400 e'MPQ+t) mumsul5•KA& F- x"mol Leeaa WA rdlh $x Al -rise RECEIVO TIME SEP. 6, 5, 42PM RECEIVED TIME SEP. 7, 9:07AM .Y U9 /07 /US US: I t UAX 9709274027 _ - - HU DD LUN3 i'11 {UUl'tUN 5E F. 7. 2006; 0 3300 BA! COMB & GREENAURANTS CVO, 546173 P. c preparation, processing and implementing said applications,plaas andpesits sWlbe borneby the Lessee without convibutim by+ Lessor. Lessee shall prt.sern all applications and plans, prior to their filing with the responslle regulatory authority(ies), to the Lessor for its apprOrlil, which approval shall not to be urnroasonably withheld- Lessee shall diligently pursue 'he approval of all such applications, plans earl permits. Lessor hereby agrees to sVpport said efforts in all rospacts and appear at heari n S(s) if Ltssoe deems it to be necessary and advisable and ifrequired by the applicable regulatory atuthority(ics) Lessor shall join in the required "licatians or filings as a cv- applicant with Lessee andlor shall execute all required cunt forme to the same; prov1ded however, that such support or joinder by Lessor shall be at no cost or expense to Lessor. Once tho initial pmudts have bem approved by the responsible regulatory authority(ies) and delivered to Lessee, any reawal thereof or sigtxificant amendments thereto shall require the Lessee to present to Lessor fox its approval an application materials Mod to obtain the lama; such apMval shall not be unrcasouably withhold. Lessee agrees that it shall secure all requzradpotmit approvals voce s sary to allow Lessee to restore, and that Lessee shall so restore, tho Property in oubstaat{al compliance with the land plan attached Uoxlety as Exhibit B and made a pan hereof: 6. Water. Lasses shall put iu place and astabUsh the watasr ard water xights necessary for the conduct of all operations rontain.od within the Property and the reclamation thereof as set forth under this Lease and as xequ4od under the appDc.&ble Permits. Following the pcnmanwi cessation of all ❑f Lussoc's operations within the Property and following reclamation thereof all such water and water rights shall revert or ba re- usigwd to she Lessor, who shall thereafter have the psrpatual obligation to =detain same in a manner or quantity guffialeut to satisfy all reclarnationrequiremmis. pond evaporation and permit compliance following the ceasation of said operations of Lessee. Subsequent to said reversion or re- assignmant, Lessor's obligations in this regard shall includo, but not be iimitod to the maintenance of all water allotrrasat contracts required for direct delivery, exchango or augmentatiou, all related to the purposes hexeinabove stated. 7. Oporatiens. TheLessea shall conduct its operations onthe Property, if any, in aprudent and workmanlike mu=er and in accordance with good sand aacegted mining and business practices and in compliances with all applicable federal, state and local laws, rules and regulations, and all applicable p or iks. Tha fimiug, natuio, ma=w and w tent ofrraalsing ope4radow, processing and sales shall be wittbinn the solo discretion of the Lessee, and the Lassac shall not be required to mine, preserve or protect in its operatic anyMatexiols that the Lossot determines, in its solo disscxetion, ca mot be mined or sold at a reasonable pxof t to the Lum" at the time they are cncounrered. The Lessee shall have the right, but not the obligation, to remove, extract, process and sall any and all Materials that may be found within the Property during the Ltesc term, or any extension thereof, withour interference by Lzosor except only as expressly staled herein. a. The Lessee "I have the xig�t to construct, maintain, and use roads, pipe tines, power sines, telephone lines, and stockpilo areas and auyright -of wayit deems necessary or desirable for Its operations on the Property related to the Lessee`s operations under this Lead. The Lessee shall have the right during the Term of this Lease and without payment to Lasser (except for the royalty payments payal;le pursuant to Paragraph 3.) to strip and remove overburden and otherwi se to use and occupy the Property as is reasanahlyresluircd in co=ectioA with mining, quwzyin& extxactyn& pxocassla4 (including faliixaps- washed fines Page 4 of 13 CaDacumnis and Set zjtr dslahiWy DaulawkA4.Mis R=MGwol Ins 0.21'M whh Tea AJ ADo RECEIYED TIK SEA, 6. 5:42N V� �- ti U9/U7/0U 09:11 1,Aa 9709274027 HP, 7-2006 B:34AR BAtCOMB & UHN�URANTS NO, 54673 P. 1 ' 007 stor age facilities), storago, u- mvportation, sale and r=oval of any Materials from the Property and from other propeatos on which the Lessee is conducting oPmationx. Lessor agrees to cooperaxe with the Lessee (without cost to Lessor) with respect to any need for railroad crossings, sidings or spurs, power or other utility easements, aceeleradonldeceleratioa lames, and similar matters reasonably required for mining or xudustrW operations. b, The Ussec shall have tho right to construct and maiutain Plants as well as Galas facilities on &e Property solely for sale of Materials excavated at the Prop ei ty at a location selected by the Lessee, and Lessor agrees that the Lessee shall have AdI right of access forte aomauction, use and mainteuarwe of such Plants and sales facilities and for stockpiling Materials processed or to he processed, wheel ar from tho Propaty or Pram other properties on which rile Lessee is conducting operations. The Lessee oball have the aright to place washed fines iamined out designated areas at no additional coat to Lessee under this Lcase. c. The Lessee shall comply with all of the terms of such appxoved permit applicationa, designs and plans of operations. The Lessee shall oontxol all noxious weeds within the Mhaing Area, including T==ide and Russian Oliwvs; provided that Lessor shall be responsible for controftg noxious wecdS on any area disturbed as a result of the activities of Lessor or leasses other than tho Lessee. d, L*affor shall have perpetual zip of access over and across all roadways witbin the Property for the purpose of accossing the other 4 amt prop eaties owned by Lessor. 8. LiabWtlies. a. The Lowce shaIl defend, iQdemz* and held harmless Lessor from and against any and all claim$, demands, judgmonts, and liability, inolullxagreasonable attorneys foes and expert fees, by ar to arty and all tbigd pAzt(as resulting from all acts ox oWssions of the Ussee or its agents, representatives, officers, employees, lassoes and contractors ire, onpr ab out the Property. b. Lessor shall defend and indcmmify and hold harmless the Lessee and the Lessee's agexats and employees from and against ally 7uld all claims, demand,, j udgmunts and liability, including reasonable attorneys face and expert fts, by or to my and alt third parties ill any way related or oonuceted to the use or operations of assor on the Property while this Tease Is In alTact, or the presence of Lessor or Lessor's farm tClmmts, oil and gas tenants, agents, employees, licensees or invitees on the Property. c. The foregoing indewnMeations shall all survive the tonn,ination of this Lease. The indanmityprovisions set forth in #his Loaso,sl a apply to amounts paid in settlement of a claim by au indemnified p"ty only if such seldomont is approved by the Indemnifying party, which approval shall not be uMeasonably withheld. Pago 5 vi' 13 GllAecvtru nSd aUd 5e�411►lydil�hi+bly aWUit�nnV -Mt�� IdnCh)Bavcllcwc.Q.MX W hPAAi461 U] RECEIVED TIME SEP. 6 5;4M REMYED TJMF cPP, 7. 917AM 09/07/06 09:12 [SAX 9709274027 RUDD CONSTRUCl'ION - - - -- — - - - - -- -- _ -_ �.._� - -- Ll 008 sIP. 7.2x066 8:3ON BAICOMB & GREEN- AURAHTS NQ. 546573 v- 8 7 9. Insurance. a The Lessee sTaall maintain, at it sole expense acid at all times, statutory Worker's Compensation Tsasut a co cavorage as required under the laws and xegulatioM o f the State of Colorado for all its officers and employees who perform work for the tessea hareunder. b. The Lessee shall purchase, at its sole eXpeme, and shall maintain lit all times the Following minimum insurance protection, (1) C=Vrehewive General Liability In Cie amount of $1,000,000 combined singly limit; (2) Employer's Liability In,sarame In tho amount of $100,000 each occurrence,, (3) Automobile Liability Insuranco in the amount of $1,000,000 combined single limit; and (4) Inua mce for other risks oxdinaxlly insured against in similar operationa pursuant to standard opvratirtg policy of the Ussea. c. The Lessee agrees that it shall require all iridepeadeut co nttaotors, coatxact❑rs and subvontravtora who perform work in connection with rho Property to have similar and adequate insurance In full force and effect. 10. Title, The Lesson shall bavo thirty (30) days from rlu date of this Lease to review all matters pertiiuing to the status of title of The Pxopmty and its suitability for tho uses oonteruplatad hereunder. If the Lessee identifies any title defect which,, in the Lessee's solo and absolute disaetion, rendaxa the title to the Property eifbez a) umarketable; orb) uusuritable to the uses proposed by the Y.essea beroundex, the Lessee may, at aaypoint during the abovo stated tlAM (30) dayperiod, notify Lessor ofthe same in writing. Theteaftor, thv Lessor shalt have ninety (90) days to cure the specified title defeot(s) at its own cost and expense. If'Lessor oannot or deoltnes to oure the specified title defeat, then Lessor shall givo wri.ttonnotice to Lessee and ther©upon Lcssce shall have the option to terminate this Leaso or accept the iftttified title defect within 13 daya after Lessor's notice. In the event Lessee fails to timolyprovide notice of eXeodon to terminate this Leaseti then Lessee shat] be deemed to have accepted title to the Property subject to Al matters of record, including but not Iunited to all mineral iuterens held by third parties. If Lessee timely terminates this Lease, then lAssoc shall not have any fmther rights under this Lena (and agrees to provide a duly signed and notarized quitclaim a other release in writing of Ties Lease at tho request of Lessor). 11. Taus. During the term of this Leona, the Lessee shall pay when due all ad valurern property taxes assessed on thv pxodutotiory saver=cc or extraction of Materials from the Property, The Lessee Nvill pay the difFerance in the propwy taxes assessed if zonin is changed from agricultural to commercial or industrial, during the permitting process as a result of the Lessee's operatiora or permitting activities, Lessor shall be responsible for atay inexease in taxaa imposed Page 6 of 13 C;1 ammoos and BMhW3vd 1auaAM04 4&U AT" RECEIVED TIME SEP. 6. 5 -,42PM RFUIVR TIMF P, 7 Q�07AM Uhl /U7 /06 U1l: tE 1'AA 97Uy27 4U2'1 -- - - - --- ----- -- - - -- - --- — - 141011 t;11P(5'1'1(llL:'1'1 U!E UU9 SEP. 7 2046 6:34AN 6ALCOUB & GREENURANTS NO. 54673 F. 9 which are not proximately caused by the Lome's use ofthe Property as set forth hewn Ise addhio:a, the Lessee shall pay all personal and real properly takes assessed against machinery, tools, equipsn=� supplies, buildiDis, irnpro'vements, pipelines, stoc Bea ofMatem€ais, and otherproper€y and/or fixtures placed by TAssco on the Property, Lessor shall pay atl otherrealproperty taxes on she Property and on any unpxovemeuta thereon, including without limitation, improvements that Lessor installs onthe Property for Lessor's own proses, and auy taxes attributable to the Sales Royalty or to Lessor's farming operations or oil and gas activities. 12. 'Labor and NUterials, Ths Lessner agrees to keep tha Property free and clear of liens, uharges, claims or demands arising from She Lessee's opegcationshcrctander and to promptly pay fox all labor p crformed on ttae Pzopetty and for. all supplies, materials, and equipment used or placcd un the Propertyby the Lessee. The Lessee shall defend, jud * and hold harmless Lessor from and against any and all claims, charges, demands, muses of action, damages and liability, including reaaonabl.e attorneys fees and expert fees, that ariiso flow or ars conuectvdto lbo acts oron2issionz of the Lessee hereunder or to those of its contraotors, s6coutravtoms employers, officers, agents or lessees in regard io providing labor and acquiring or installing materials, equipment and supplier for operation's under thin Lease. The Lessee may contest in good faith any lien, provided that the Lessee shalt not allow title to the Property or any portion of it to he lost. I3. Test Pits, Lessee hereby aovouams and agrees that it sbaA at its sole cost and expense, Within ninety (90) days of the mutual execution of this Lease, drill and/or excavate four (4) test pits or holes at locations to be mutually agreed to by Lessee and Wsar on tho other properry(ies) of Lessor tying north of L1u Union PacMc, rail line, as pxeseudy existWg in place, for the purposes of determin) zg the extant of gravel reserves containod in such areas. In the event Lessee should lease from Lessor any such Otherprcrpertiss of Lessor, Lessee agrees that said term or trams thereof shall end at the sarr;e time as the Termination of the tram of this Lease act forth in Paragraph 2 above, 14. Texatlun. a. Lessor shall Nava the rigbt at Lessor's option to terminate this Lease upon prior written noTJoe as set forth below if the Lessee fails to perform aty of its obligations hereunder as follows: (1) If the Lessee falls to pay Than due any 67m0tuai8 to be paid hereunder, Lesser may at Lessor's option give the Lessee Mitten notice of mch Wuxe and the Lo ssea steal/ have ttecu (15) days from the date it /receives notico to paytho amounts oared to Lessor. If the Lessee fails to paythe past duo amounts to Leaser within the fifteen (15) day perio d, Lcss or may, at Ltssor'a option, declare the Lessee in default and termfnatm this Lease; or (2) If the Lessee defaults in the performance of any obligation hereunder other than the obligation to pay money when duo, Lessor may at Lessor's option Siva written notice of such default to the Less ocy and r$e Lessee shat] hawc sixty (60) days from the dots itreceives such noti ca to cure the default., If the Lessee fails to aura the default within she sixty (60) dayperiod, Lessor way at Lessor's option t=niaeate this Page 7 of 13 .¢ CLOMCrRW 3siA AAud\Omn1 LraacASS.46 w-ah 11riA1.4ao �\ RECEIVER TIME SEA. 6. 5:42PM RECE VED TIME CEP, ]. 9:07AM U'i /U7 /Uh 0 y`13`1"AX 97UHZ14OZ-r Jtullu Lu{V51xU[ !'lilN SE P. - 1.20066 8; 94AMI M BAtCOMB & GREENWRA�IiS N4. 544573 F' �L ��1� Lease; provided, however, that if the default is miaaor and tiaa dethult cm be fully oompenaated for in damages of less then Thirty 71wusand Dollars (530,000), then such default shall not be a basis for cancellation or forfeiture of this Lase of any of Lessee's rights Jamoundee if the Lessee pays the M amount of dMages within NMI (3 0) days after did by Lessor, Tl, through uo fault of the Lessee, such default is impractic able to correct vviti'iathe sixty (60) day period, Lessor shall have no right to terminate this Lease iftbio Lessoe cainmences in good faithto correct the default and provided that the Lessee diligently pursues and completes tho coxxectiou within a reasonable time. b, The Lessee shall have the night, at its option and for any reason or for no reasca at all, to ternAnge this Lease at any time up on nin sty (90) days' prior written notice or at the end of any Lease Year duzing the Term by giving at least sixty (60) days prior written notice to Lessor. Lossox shall not be entitled to receive additional compamtWa after the date of twnination, other than any and all royalties due. o. Upon termination of this Lease for any xeaSou, the Lessee shall_contin►3o to bo liable for the performance of all, obligations and the saEsfactloa of all liabilities to Lessor including, but not limited to, the payment ofroyahies which havo accrued prior to the date of termination and the compliance with tho restoration obligations under Paragraph 16 below and all laws, regulations, and p emit conditions that apply to the Property and the op exations on the Property inncluding, but not limited to all tealamalion, environmental and lead use laws, regulations 2md permit conditions. d. Upon temdi ation of this Lame withxespeet to all or anypart of tho Property, the Lessee agrees to fivrish Lessor with a document xe'asonably satisfactory to Lessor vodf'ying such termination and release of Lease. c. Upon termination of this Lease by the Lessee For any reason, all sums paid hereunder to Lessor shall remain the proporty of T_essor and shall not be recoupable or refundable except to the extent chat thoy have already been recouped or refunded as of the Wectivo date of tomnainadon, or except as egpxessly provided othmvise above. 15. End of Term. 'lho L,essoo shall have the right for two (�) years from tiro data of the expiration or termination of this Lease to dismantle and remove machinery, equip=mt, improvements, and other facilitiee tastaUed or constructed on the 13,xopertybythe Lessee and also to soli and remove Materials then stockpiled on the PiropeM, subject to its obligation to pay Production Royalties pursuant to Paragraph 3. 16. Restoration of Property. Within two (2) yurs Lftm the esxpiradon or earliertenzinAtion of this Uwe, air within such other time as may be required as a condition of a permit to be issued by the Division of Minerals and Geology, the Lessen shalt remrore the Muing Area to the condition required by lacy and by the applicable permits add approvais required for the Lessee to conduct operations hereunder, unless suohpormits and approvals are assipod to Lessor or another operator (with Lessor'o prior written, approval) for continued operations, inwhiah case the duty to restore the Page 8 a f 13 ClZorltWIA li& A& T UMManftlt4MP,G- M.04 With FxAMOC RECEIVED 1IME SEP. 6. 5.42FM RECEIVED TIDE sEP, 7. HAM UA �r 09/07/06 09:14 FAX 9709274027 RUDD CONSTRUCTION Zo1.l SEP, 7-20066 9: 34AMM BALCOM9 & GREEH'AURAliiS NO 546573 p• Miuizl; Area shall also be so assigned. Following the expiration or tem- dnatioa afthis Leaso for any reason,. Lessor covenants that Lessor will riot oxtraet or allow others to extract Materiols until Lessor or otexs effect the transfer of the Colorado Division of'Miner& and GeologyPermit to theixnarnes for reclamation or rehabilitation ofthe Property and the release of my scourity or bond provided by tbe Lessee to securo its perfntnimce or discharge its responsibilities. Unless Los= desires to continue operations to extract Materials (either by Lessor or through an operator, represemtativs, or other lessee), the Lossoo shO have the right to "cess and enter the property and to effect on the Property such restoration, rehabilitation and reckmation to may be required to disoharge the responsibilities which the Less eebas assumed pursuant to its and t6 procure the release of anybond or other flnauoial asmmanoo provided by the Lessee. low 17. Assignment or Sublease. Tho provisions of this Lease shall extend to and be binding upon the heirs. personal representatives, successors, assigals and sub- lessees of Lessor and the Lessee; provided however, that Lessee shall not usign the Lease or sublease all or-my significant P art of tho Propmtywithout baving first secured the approval ofsaid asaigxiincut *Qm Lessor (which Lessor may decline in its solo discretion, except any sublease for Planet pwposos, which approval shall not be unreasonably denied provided the Plant sub - lessee is an operator who is reasonably oxparienced and flnanoialiy qualified for such operations). Any assi.griment or sublease shall not release or relieve Ludes of its duties and obligations under this Loaso. 18, Notice. Except as otbzrwise provided in this Contract, when this Contract makes prorision fox notice or concurrence of any 1 ind, the sending party shall deliver or address the notice to the other party by certified mail or hand delivery via a nationally- moplzed o^vemight delivery service, charges prepaid aid properly Wdrossed, to the fallowing address, with a fax oopy thereof sent by fax to the following fax numbers; Lessee: Atte ion: Wayne Rudd 0132 Palk Avenue Basalt, Colorado 81621 With a copy to: Thomas A Zaaeane].la 1011. Grand Avt~muc Glemwood Springs, Colorado 81601 Timothy A. Thulson 818 Colorado Avenue Glenwood Springs, Colorado 81601 Lessor: Speaielty Restaurants Corporation Attn: CEO 8191 East Kaiser B ouluvard Anaheim, CA 92848 -2214 Pax; (714) 998.7574 Page 9 of 13 M000UM wd 5nii3[ \&M''h MY 0QtVM6nbM -M9e R NA04vol L4ULUUM -jib Z3 Al.d9l RECEIVED TIME SEP. b. 5.42PM RECEIVED TIME SEP. 7, 9 :07AM ca-� 041071 U6 U9: 1.4 PAX UIU9L14UG1 - ---- -- ��--_ .-- - - -.-- 1tUllu l,ulraLl[Vl,i lull S:P, 7, 2006 8:35a BA�C�MB SRI G�i�l1RAH1S With a copy to: Specialty Fwatua rant Corp. g19i E. Kaiser Blvd Ai7,aham, CA 92808 -2214 Attu: Cameral Counsel Fax: 714- 998 -4861 NO. 5461 J r. X 1'9 v" All notices pursuant to the provisions of this Contract shall rue from the data * at the notica is placed in th$ United States mail or with the overnight delivery carrier, a ud whom tbv tulwopy transmission is vomplatedby the sending party. Each partpmsy ch=9011aepaTWS address by giving written notxoe to the other party, . 19, CondeWUAtion- if the WhOlo or any part of the property Shall be takeu by any Public authority under the power of erninmt domain at anytime during the te= of this Lease, Lessor and the Lessee shall eachb o entitled to sharo in the award to the exteai oftbeir rc,#per%YO interests in the Property with jvspect to any takjUg. IA the event only a portion of the property U taken, and if notwilbstandlrtg such taking the Lessea will he able to continue to conduct its business iu the remainder ofthe Property in ,substondally the =armor it was being conducted immediately prior to such takir& lints Lease shall cease only as to the part taken.. If. however. by rewou of the condemnation there is not sufficient property left in or upon the Yropm ty ibrthe Lesser, to conduct its business in substantially the manner to wWoh it was being conducted immediately 'prior to such taking as detemniueadby the Lossee in its discretion, then sad is su eja event ibis Lease shall terminate. All condetmatlau awards on account of the interest of the Lessor shalt be podd to, the Lessor, and all awards oiu account of Lessed s leasehold interest shard be paid to Lessen, Tho allocation ofany luimP sum award for any taking between Lessor and Less*c shaU her made by agreement betweon them, if possible, or if the paMw oa=ot agree6 then by arbitridon pursuant to Rules of the Amm-icau Arbitration Association, taking into account (i) the value of Lessor's interact ib the laropdrty affected by suoh taking and under this Lease, and (ii) the value ofLessee "s interest therein under the Lease. 20. Ikon- Buisfnas Day DeadUnes, If a dale for notice, performance or pa�nent falls on a holiday or weekend. the time far performance or payment shrill be oxtondedto the nwa business day, and iifmotice, performance orpaMent ivs occurnad on suchweekend orholidayor for 5.00 p.m. on any business day, It ahall be deemed to have occ=ad on the next business day. 21. Con►f?.den#inUty; lkecordtug. 'rhle parties agree that tha term# and conditions of this Leaso sro con$deatial and shallnot be disclosed to any third partywithout the consent of the other. Neither party shall reoord tlds Leas* without the consent of the otheL The partim agree that they shall execute a aTxoxt faun lease for recording to provide record notice of this Lvass without d3aclosing the economic terms hereof 22, Headiags, The headings of ilia Section of this Lease are for convauience of reference only and are not a part of the substautive provisions of this Lease, 23. Further Instruments. Each party hereto skull from time to time execute and deliver such further instruments as the other party or its -counsel may teasonably request to eff'eetuare tike intent of this Leas a. Page 14 of 13 CITOMsw. U and 5sui'A0%&is"Y Doraaum'J44ik U%WN mYM kr+50-n.H *rich 9F. RECEIVED TIME SEP, 5. 5 :42PM RECEIVED TIME SE. t. 07AM 4 D9 /07/061)9: 1b i i.l ,j -1 U 9 Z14UG! ituvu �vFr7inuva ivir SEp, 7. 2Q065 8;351MMY BALCOMB & 6REENiAURAHTS NO- 546.r�73 Y t Jig 24, Entire Agreement. This Lease contains the entire agrcementbetweenthepardes hereto, and naimer it nor any part of it may be than &ad, alte=d, modificd, or limited orally or by any agreement between the parties unless such agreement be expressed in wxzting, 5igaed, and aoknowledged by the Lessor and the Ussae, or then respective heua, perfional representatives, successors and assigns. 7-5, This Leasomaybe executcdby faosirniie signaitue and/or in one or more counterparts, each of whieh shall be deemed an original and all of which together shall constitute one and the s=e Luse. IN Wt'iWUS WxEREoP, this Caravel Prop orty Lease hag been duly executed es of the date first above written. LTZ sOR: SPECULTY REsrAURA r CORPORATION David . Tallichet, Ct Al=au Al-rEST {�stS'�s�,Sccretary Lassm RTZ MUSTRIA ., LLC 183 y �) � A'.'U e Rudd anaging Member Page 11 of 13 CilD umuti ad $W�Va1WMrc7oFVMKW -Mn1 FMANGIVOILUSLIZ.06 Wld+Sxwl.doo RECEIVED TIME SEP, b, 5:42PM RECEIVED TIC= SEP, 7. 9 07AM