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HomeMy WebLinkAboutMamm Creek-Access and Utility Easement Agreement - Eagle Springs-Recorded_01-23-2024993015 01/23/2024 04.26.06 PM Page 1 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 20 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Pre arp ed By and After Recording Return to: AES Mamm Creek Solar, LLC Attention: Land Manager 2180 South 1300 East, Suite 500 Salt Lake City, Utah 84109 APN: 217917300732; 217917200710; 217917400731; 217918100691 ACCESS AND UTILITY EASEMENT AGREEMENT This ACCESS AND UTILITY EASEMENT AGREEMENT (this "Easement Agreement"), is made and entered into as of this /q4'' day of De.cP ,V br 2023 (the 'Effective Date"), by and between EAGLE SPRINGS ORGANIC, LLC, a Colorado limited liability company, herein the "Grantor," and AES MAMM CREEK SOLAR, LLC, a Delaware limited liability company, herein the "Grantee." Each of Grantor and Grantee may be referred to herein as a "P=" and collectively as the "Parties." RECITALS A. Grantor is the owner of certain real property located in the Garfield County Colorado, as more particularly described on the attached Exhibit "A" (such real property being the "Grantor Property"), with the Grantor holding all rights, title and interest in and to the Grantor Property. B. Grantor and Grantee have entered into a Solar Lease and Easement Agreement dated on or about the date hereof, pursuant to which Grantor has agreed to lease to Grantee certain real property more particularly described therein for the development and operation of an electric energy generation facility. C. Grantee desires to receive, and the Grantor is willing to grant, certain easements on, over, under, across and through portions of the Grantor Property, for ingress, egress and for purposes of constructing, operating, maintaining and repairing certain transmission and communication facilities for the transmission and distribution of electric power, subject to the terms and conditions set forth below. AGREEMENT 993015 01/23/2024 04.26.06 PM Page 2 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 21 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual benefits to be derived herefrom, and other good and valuable consideration including Ten Dollars in hand paid to the Grantor, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Grant of Easement. Grantor under and through this Easement Agreement grants, conveys, transfers and warrants to Grantee the following nonexclusive, perpetual easements on, over, under, across and through the portions of the Grantor Property more particularly described and generally depicted on Exhibit "B" attached hereto (the "Easement Area"): 1.1. Access Easement. Grantor hereby grants, conveys, transfers and warrants to Grantee a nonexclusive, perpetual easement on, over, across and through the Grantor Property, and on, over, under, across and through any and all access routes to and from the Grantor Property, for the purposes of entry by Grantee and its licensees, agents, invitees, successors and assigns to enter upon the Easement Area (as defined below), including, without limitation, with equipment, tools, materials, machinery, and personnel and to dig trenches and conduct other sampling, studies, tests, environmental and other assessments, construction, installation, repair and reinstallation work, and for purposes of vehicular and pedestrian access, ingress, and egress on, under, over, and across the Grantor Property and to enable Grantee and its licensees, agents, invitees, successors and assigns to conduct such activities as Grantee reasonably deems appropriate in connection with the exercise of the rights granted in this Easement Agreement. With the easements, rights -of -way, and rights of access, ingress, and egress granted by Grantor to Grantee under this Section 1.1 collectively defined as the "Access and Utility Easement" and the "Easement Area". 2. Term; Termination. The term of this Easement Agreement and the Access and Utility Easement shall be perpetual ("Term"). The foregoing notwithstanding, Grantee may terminate this Easement Agreement in its entirety, or quitclaim a portion of the interests created herein, by written notice to Grantor at any time and for any reason. In the event Grantee terminates all or a portion of this Easement Agreement, Grantor authorizes Grantee to execute and record a notice of termination evidencing such termination. This Easement Agreement and the Access and Utility Easement shall not terminate solely because of abandonment or nonuse. 3. Use and Location of Easement Area. 3.1. Non -Exclusive Use; Limitations. Grantee shall have the non-exclusive right and easement to use the Easement Area for the purposes set forth in Section 1 hereof. This Easement Agreement is not intended to limit Grantor's continued use of the Grantor Property; provided, however, that the Parties shall not create any hazard, place or store any flammable materials, or light any fires on, within or adjacent to the Easement Area. 3.2. No Interference. Neither Party shall conduct any activity on, nor grant any rights to any third party in and to, the Easement Area or the Grantor Property that would unreasonably interfere with the rights of the other Party or the Easement Area. Grantor may, without the consent of Grantee, make improvements to the Grantor Property so long as such improvements do not restrict or impede Grantee's access to, operation of, or maintenance of the Easement Area, or which 2 993015 01/23/2024 04.26.06 PM Page 3 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 22 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded otherwise negatively impact Grantee's rights hereunder. 4. Grantor's Representations and Warranties. Grantor hereby represents, warrants and covenants to Grantee: 4.1. Authorily, Grantor owns the Grantor Property in fee simple, subject to no liens or encumbrances except the liens or encumbrances held by a third parry or parties as disclosed in writing to Grantee in a title report or other similar document delivered to Grantee by Grantor prior to execution of this Easement Agreement. Each person executing this Easement Agreement on behalf of Grantor represents and warrants that such person is duly and validly authorized to do so and that Grantor has the full right and authority to enter into this Easement Agreement, perform all of its obligations hereunder and grant the interests herein granted. All persons having any ownership or possessory interest in the Grantor Property (including spouses) are signing this Easement Agreement. 4.2. Environmental Matters. Grantor represents and warrants to Grantee that, to Grantor's knowledge, and except as disclosed to Grantee in writing, that the Easement Area is (a) not subject to, and Grantor has no notice of, any judicial or administrative action, investigation or order under any Environmental Law (as defined below), (b) free of all reportable levels of Hazardous Materials (as defined below), (c) free of any abandoned wells, solid waste disposal sites or underground storage tanks, (d) not in violation of any other Environmental Law. For purposes hereof, the term "Environmental Law" shall mean all state, federal, or local laws, statutes, ordinances, rules, regulations or orders pertaining to health or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") and the Resource Conservation and Recovery Act of 1976 ("RCRA"), as each may be amended, supplemented, expanded or replaced from time to time; and the term "Hazardous Material" shall mean (1) any substance, the presence of which requires investigation, remediation, or other response or corrective action under Environmental Law, or (2) any substance which is or hereafter becomes defined as a hazardous waste, hazardous substance, extremely hazardous substance, hazardous material, hazardous matter, hazardous chemical, toxic substance, toxic chemical, pollutant or contaminant, or other similar term, in or pursuant to Environmental Law, or (3) any asbestos or asbestos -containing material, PCBs or equipment or articles containing PCBs, petroleum, diesel fuel, gasoline or other petroleum hydrocarbons. 4.3. Indemnification. If Grantor breaches a warranty or representation herein, or if a release of a Hazardous Material is caused or permitted by Grantor or Grantor agent, employee or contractor and results in contamination of the Easement Area and except to the extent such release is caused or exacerbated by Grantee or its agents, employees or contractors, then Grantor shall, and hereby agrees to, indemnify, defend, protect and hold Grantee, and Grantee's employees, agents, partners, members, officers and directors, harmless from and against any and all claims, actions, suits, proceedings, losses, costs, damages, liabilities (including, without limitation, sums paid in settlement of claims), deficiencies, fines, penalties or expenses (including, without limitation, reasonable attorneys' fees and consultants' fees, investigation and laboratory fees, court costs and litigation expenses) which arise during or after and as a result of such breach or contamination. This indemnity shall include, without limitation, and Grantor shall pay all costs 3 993015 01/23/2024 04.26.06 PM Page 4 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 23 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded and expenses relating to, (a) any claim, action, suit or proceeding for personal injury (including sickness, disease or death), property damage, nuisance, pollution, contamination, spill or other effect on the environment, (b) any investigation, monitoring, repair, clean-up, treatment or detoxification of the Easement Area which may be required by law; and (c) the preparation and implementation of any closure plan, remediation plan or other required action in connection with the Easement Area. In the event there is more than one Grantor under this Easement Agreement, any and all obligations of each Grantor hereunder shall be joint and several for any and all obligations of Grantor, and Grantee may seek redress from any one Grantor for the full amount of indemnification set forth hereunder. 4.4. Cooperation. Grantor shall cooperate with Grantee, but at no out-of-pocket expense to Grantor, in obtaining permits, signing documents requested by Grantee, helping Grantee with obtaining signatures of any of Grantor's grantees and lenders on non -disturbance agreements, subordination agreements, and any other documents or agreements reasonably required to protect Grantee's rights under this Easement Agreement. 4.5. No Interference. Grantor shall not interfere with, and shall not allow any other party to interfere with, Grantee's use of the Grantor Property for the purposes described in this Easement Agreement, or Grantee's rights under this Easement Agreement. Without limiting the foregoing, Grantor shall not, within the Easement Area: erect or install any buildings, structures, tanks, antennas or other improvements; place or store flammable materials; plant trees; place water, sewer or drainage facilities; or alter the elevation of the existing ground surface by more than one (1) foot. 4.6. Quiet Enjoyment. As long as Grantee observes the terms and conditions of this Easement Agreement, it shall peacefully hold and enjoy all of the rights granted by this Easement Agreement without hindrance or interruption by Grantor or any person lawfully or equitably claiming by, through or under Grantor, or as Grantor's successor(s) in interest. Grantee's Representations, Warranties and Covenants. Grantee hereby represents, warrants and covenants to Grantor: 5.1. Indemnity. Grantee will indemnify Grantor against liability for physical injuries or death, to the extent caused by Grantee's construction, maintenance, or operations conducted on the Easement Area, except to the extent such damages or injuries are caused or contributed to by Grantor's negligence or willful misconduct. The foregoing indemnity shall not extend to actual or alleged property damage or personal injuries or death attributable to electromagnetic fields. 5.2. Hazardous Materials. Grantee covenants and agrees that it (a) shall not use, store, dispose of or release on the Grantor Property or (b) cause or permit to exist or be used, stored, disposed of or released on the Grantor Property as a result of Grantee's operations, any Hazardous Material, except in such quantities as may be required in its normal business operations and only if such use is in full compliance with all Environmental Laws applicable at the time of use. 5.3. Hazardous Materials Indemnification. If Grantee breaches its warranty or 4 993015 01/23/2024 04.26.06 PM Page 5 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 24 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded representation in Section 5.2 above, or if a release of a Hazardous Material is caused or permitted by Grantee or its agents, employees or contractors and results in contamination of the Grantor Property and except to the extent such release is caused or exacerbated by Grantor or its agents, employees or contractors, then Grantee shall indemnify, defend, protect and hold Grantor, and Grantor's employees, agents, partners, members, officers and directors, harmless from and against any and all claims, actions, suits, proceedings, losses, costs, damages, liabilities (including, without limitation, sums paid in settlement of claims), deficiencies, fines, penalties or expenses (including, without limitation, reasonable attorneys' fees and consultants' fees, investigation and laboratory fees, court costs and litigation expenses) which arise during or after and as a result of such breach or contamination. This indemnity shall include, without limitation, and Grantee shall pay all costs and expenses relating to, (a) any claim, action, suit or proceeding for personal injury (including sickness, disease or death), property damage, nuisance, pollution, contamination, spill or other effect on the environment, (b) any investigation, monitoring, repair, clean-up, treatment or detoxification of the Grantor Property which may be required by law; and (c) the preparation and implementation of any closure plan, remediation plan or other required action in connection with the release of a Hazardous Material by Grantee, or a Grantee agent, employee or contractor on the Grantor Property. 6. Requirements of Governmental Agencies. Grantor and Grantee shall comply in all material respects with all valid laws applicable to their activities on the Easement Area, but shall have the right, in their sole discretion and at their sole expense, to contest the validity or applicability of any law, ordinance, order, rule, request or regulation of any governmental agency or entity that is applicable to their activities. The contesting Parry shall control any such contest and the non - contesting Party shall cooperate with the contesting Party in every reasonable way in such contest, at no out-of-pocket expense to the non -contesting Party; provided, however, that Grantor hereby agrees and covenants not to take any action which would impair, impede or diminish Grantee's use of the rights granted to Grantee hereunder. 7. Mechanics' and Construction Liens. Neither Grantor nor Grantee shall permit any mechanics' or construction liens to be filed against the Grantor Property or Grantee's interest in the Grantor Property. The Party whose actions resulted in the lien may contest such lien, so long as within sixty (60) days after it receives notice of the lien, that Party shall provide a bond or other security as the other Party may reasonably request, or otherwise remove such lien from the Grantor Property pursuant to applicable law. 8. Taxes. Grantor shall pay all real property taxes, if applicable, to the Grantor Property. 9. Assignment; Successors and Assigns. 9.1. Assignment by Grantee; Conveyances by Grantor. Grantee may freely assign, sublease, license or otherwise convey all or any portion of its rights and interests under this Easement Agreement without obtaining the consent of Grantor, including without limitation, in connection with any investment by a third party in, or the financing or sale of, in whole or in part, (a) Grantee's rights in the Grantor Property, and/or (b) any equipment, fixtures, facilities, structures or improvements located upon the Easement Area. Grantee further shall have the right to grant co- 5 993015 01/23/2024 04.26.06 PM Page 6 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03,20,20 PM Page 25 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded easements, separate easements, subeasements, licenses, leases or similar rights to one or more parties, whether as tenants in common or otherwise in whatever manner Grantee deems desirable (each an "Assignee") in Grantee's rights hereunder. Grantee shall notify Grantor in writing of any such Assignee. Grantor may sell, mortgage, transfer or lease the Grantor Property to others without the consent of Grantee, so long as any such sale, mortgage, lease or transfer by Grantor is subject to this Easement Agreement and does not interfere with Grantee's rights hereunder and Grantee's use of the Easement Area. The acquisition of all or any part of Grantee's interest in the Grantor Property granted hereunder by another person or entity, including, without limitation, pursuant to foreclosure, deed in lieu of foreclosure or otherwise, shall not require the consent of Grantor and Grantor shall recognize such person or entity as Grantee's successor. 9.2. Non -Disturbance Agreements. Grantor shall enter into a non -disturbance and attornment agreement, in form and substance reasonably acceptable to Grantee, upon the request of any Assignee of Grantee. 9.3. Rights of Assi nets. Each Assignee shall be entitled to exercise all of the rights and privileges of Grantee hereunder, including, without limitation, the right under this Section 9 to further assign or transfer its interest in this Easement Agreement. 9.4. Successors and Assijns. This Easement Agreement shall inure to the benefit of and be binding upon Grantor and Grantee, any Assignee, and the respective heirs, transferees, successors, and assigns of the same, and all persons claiming under them, and shall be deemed covenants running with the land and be binding upon the Grantor Property. 10. Default. In the event of any alleged failure to perform any obligation under this Easement Agreement ("Default"), the non -defaulting Party shall give the alleged defaulting Party and any Assignee written notice thereof, which notice shall include a description of the acts required to cure the same with reasonable specificity. The defaulting Party or its Assignee shall have a period of thirty (30) days within which to cure such Default, which period shall be extended to the extent reasonably necessary to complete such cure so long as the cure was commenced within thirty (30) days after such notice is given and thereafter prosecuted with due diligence. Any prohibited conduct under this Easement Agreement may be enjoined and this Easement Agreement shall be specifically enforceable. If more than one grantor holds rights in the Grantor Property then a breach by any one Granter shall constitute a breach by all Grantors and the Grantors collectively shall be jointly and severally liable and responsible for the breach of any one Grantor and the remediation thereof; provided, however, that any partial assignment or conveyance by Grantee to more than one Assignee shall be deemed to create an easement between Grantor and each Assignee that is legally separate and independent from the remaining interest in this Easement Agreement still held by the original Grantee and no Assignee shall be held jointly and severally liable for the breach hereunder of Grantee or any other Assignee. 11. Encumbrance of Easement. 11.1. Right to Encumber. Notwithstanding anything herein to the contrary, Grantee and any assignee or transferee may at any time assign, pledge, mortgage, sublicense, sublease, or 993015 01/23/2024 04.26.06 PM Page 7 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 26 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded transfer to any lender, bank or other commercial financial transferee (herein, a "Lender") all or any part of its interest under this Easement Agreement without the consent of Grantor. 11.2. Covenants for Lenders Benefit. Upon any assignment or transfer of Grantee's interest to a Lender, Grantee and Grantor expressly agree between themselves and for the benefit of any Lender as follows (for purposes of this Section 11, "Grantee" includes any assignee or transferee of Grantee's interest (or a portion thereof) in this Easement Agreement): (a) They will not modify or cancel this Easement Agreement without the prior written consent of each Lender, which consent shall not be unreasonably withheld or delayed. (b) Each Lender shall have the right to perform any act or thing required to be performed by Grantee under this Easement Agreement or law, and any such act or thing performed by a Lender shall be as effective to prevent a default under this Easement Agreement and/or a forfeiture of any of Grantee's rights under this Easement Agreement as if done by Grantee itself. (c) If Grantor is entitled to terminate this Easement Agreement due to default by Grantee, the Granter will not terminate this Easement Agreement unless and until (i) Grantor has first given written notice of such default and of Grantor's intent to terminate this Easement Agreement to each Lender and has given each Lender at least forty-five (45) days to cure the default to prevent such termination of this Easement Agreement. Furthermore, if within such forty-five (45) day period a Lender notifies Grantor that it must foreclose on or otherwise take possession of its borrower's interest under this Easement Agreement in order to cure the default, Grantor shall not terminate this Easement Agreement without first providing such Lender a sufficient period of time as may be reasonably necessary for such Lender, with the exercise of due diligence, to foreclose or acquire the interest under this Easement Agreement and to perform or cause to be performed all of the covenants and agreements to be performed and observed by Grantee. Upon the sale or other transfer of all of a Lender's interest in the easements and rights granted hereunder, such Lender shall have no further duties or obligations hereunder. (d) In the case of termination of this Easement Agreement as a result of any default or the bankruptcy, insolvency or appointment of a receiver in bankruptcy for Grantee, Grantor shall give prompt notice to each Lender. Grantor shall, upon written request of a Lender, so long as made within forty-five (45) days after notice from Grantor to such Lender, enter into a new easement agreement with such Lender, or its designee, within twenty (20) days after the receipt of such request. Such new easement agreement shall be effective as of the date of this Easement Agreement's Effective Date, and upon the same terms, covenants, conditions and agreements as contained in this Easement Agreement. Coincident with the entry of a new easement agreement as provided herein, Grantor shall reissue to such Lender any easements, licenses or other interests respecting the Grantor Property which any Grantor may have granted to Grantee in connection with this Easement Agreement and the transactions contemplated thereby. Upon the execution 7 993015 01/23/2024 04.26.06 PM Page 8 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 27 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded of any such new Easement Agreement, the Lender shall (i) pay Grantor any amounts which are due to Grantor from Grantee, (ii) pay Grantor any and all amounts which would have been due under this Easement Agreement (had this Easement Agreement not been terminated) from the date of the termination of this Easement Agreement to the date of the new easement agreement, and (iii) agree in writing to perform or cause to be performed all of the other covenants and agreements set forth in this Easement Agreement to be performed by Grantee to the extent that Grantee failed to perform the same prior to the execution and delivery of the new easement agreement. Grantor hereby agrees with and for the benefit of each Lender that the provisions of this subsection 11(d) shall survive termination, rejection or disaffirmation of this Easement Agreement whether by default or as a result of the bankruptcy or insolvency of Grantee and shall continue in full force and effect thereafter to the same extent as if this subsection 11 (d) were a separate and independent instrument. (e) Grantor hereby agrees to execute any consents to assignment, estoppel certificates and other documents as may reasonably be requested by any Lender consistent with this Section. 11.3. Form of Estoppel. In addition to any other Grantor obligation herein to execute additional certificates, consents or other documents, Grantor hereby expressly agrees to execute, at Grantee's request from time to time, an estoppel certificate (certifying that no default or failure to perform then exists under this Easement Agreement, if such be the case, and as to such other matters as Grantee may reasonably request), and shall deliver such executed estoppel certificate to Grantee within ten (10) business days of Grantee's request therefor. Grantee shall pay for such legal and mailing fees as Grantor may incur, in an amount of up to Five Hundred Dollars ($500) total, with a reasonable increase based upon the historical rate of inflation after the execution of this Easement Agreement; provided, however, Grantor must have promptly returned such duly executed estoppel certificate to Grantee or such other party designated by Grantee. 12. Limitation on Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EASEMENT AGREEMENT, NO PARTY SHALL BE ENTITLED TO, AND EACH PARTY HEREBY WAIVES,` ANY AND ALL RIGHTS TO RECOVER, CONSEQUENTIAL, INCIDENTAL, AND PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER ARISING, WHETHER IN CONTRACT, IN TORT, OR OTHERWISE, UNDER OR WITH RESPECT TO ANY ACTION TAKEN IN CONNECTION WITH THIS EASEMENT AGREEMENT. 13. Notices. All notices or other communications required or permitted under this Easement Agreement shall, unless otherwise provided herein, be in writing, and shall be personally delivered, delivered by reputable overnight courier, or sent by registered or certified mail, return receipt requested and postage prepaid, addressed as follows: If to Grantor: If to Grantee: Eagle Springs Organic, LLC AES Mamm Creek Solar, LLC PO Box 351 2180 South 1300 East, Suite 500 993015 01/23/2024 04.26.06 PM Page 9 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 28 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Rifle, CO 81650 Attn: Ken Sack Email: kensack@me.com Salt Lake City, Utah 84106 Attn: Land Manager Notices personally delivered shall be deemed given the day so delivered. Notices given by overnight courier shall be deemed given on the first business day following the mailing date. Notices mailed as provided herein shall be deemed given on the third business day following the mailing date. Any parry may change its address for purposes of this Section by giving written notice of such change to the other parry in the manner provided in this Section. 14. Miscellaneous. 14.1 Entire Agreement; Incorporation of Recitals and Exhibits. This Easement Agreement constitutes the entire agreement between the Parties respecting the subject matter hereof. The Recitals set forth above, and all exhibits attached hereto, are hereby incorporated and made a part of this Easement Agreement as though fully set forth herein. 14.2 No Admission. Nothing herein shall be construed as an admission by any of the Parties of any liability of any kind to any other Parry. 14.3 BindingEffect. ffect. This Easement Agreement shall constitute a covenant running with the Grantor Property and shall be binding upon, and inure to the benefit of, the Parties and their respective successors and assigns. 14.4 Governing Law; Recordation. The construction and performance of this Easement Agreement shall be governed by the laws of the State of Colorado without regard to its principles of conflicts of law. This Easement Agreement shall be recorded in the official records of Garfield County, Colorado. 14.5 Condemnation. All payments made on account of any taking or threatened taking of the Grantor Property or any part thereof by a condemning authority may be made to Grantor, except that Grantee shall be entitled to, and Grantor shall request that such condemning authority make payment directly to Grantee of, compensation for the reasonable removal and relocation costs of any of the Grantee improvements located on the Grantor Property, and for loss and damage to any such property that Grantee elects or is required not to remove, and for the loss of use of the Grantor Property by Grantee; provided, however, that should such condemning authority make all payments to Grantor, then Grantor shall forthwith make payment to Grantee of the award to which it is entitled. Grantee shall have the right to participate in any condemnation settlement proceedings and Grantor shall enter into any binding settlement agreement without the prior written consent of Grantee, which consent shall not be unreasonably withheld. 14.6 No Partnership. Nothing contained in this Easement Agreement is intended to create, nor shall anything contained in this Easement Agreement be deemed or construed to create, the relationship of principal and agent, partnership, joint venture or any other association between the Parties. 6 993015 01/23/2024 04.26.06 PM Page 10 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 29 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded 14.7 Waiver. A waiver of a breach of any of the provisions of this Easement Agreement shall not be deemed to be a waiver of any succeeding breach of the same or any other provision of this Easement Agreement. 14.8 Severability. If any one or more of the provisions contained in this Easement Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties hereto shall enter into good faith negotiations to replace the invalid, illegal or unenforceable provision. 14.9 Amendment. This Easement Agreement shall be modified or amended only by a written instrument signed and notarized by Grantor and Grantee and recorded in the official records of Garfield County. 14.10 No Merger. There shall be no merger of the easements and other rights granted in this Easement Agreement, or of the easement estate created by this Easement Agreement, with the fee estate in the Grantor Property by reason of the fact that the easements or the easement estate or any interest therein may be held, directly or indirectly, by or for the account of any person or persons who shall own the fee estate or any interest therein, and no such merger shall occur unless and until all persons at the time having an interest in the fee estate in the Grantor Property and all persons (including, without limitation, any Lender) having an interest in the easements or in the estate of Grantor or Grantee shall join in a written instrument effecting such merger and shall duly record the same. 14.11 Joint Grantor. If one or more persons, partnerships, corporations, trusts or other entities execute this Easement Agreement as Grantor or have an ownership interest in the Grantor Property from time to time, the duties, covenants and obligations of Grantor under this Agreement shall be the joint and several obligations of each such person, partnership, corporation, trust or other entity. All such persons, partnerships, corporations, trusts or other entities agree that they shall be solely responsible for allocating any payments made under this Easement Agreement between themselves and that Grantee shall have no obligation to make any allocation. 14.12 Interpretation. Any reference herein to the singular as appropriate shall include the plural and any reference herein to the plural as appropriate shall include the singular. Reference to Grantee shall include any and all Assignee(s) of Grantee, and any and all successors, assigns, heirs and transferees of same. References to Grantor herein shall as appropriate include all Grantors, and any other parties holding any title, interest or right in the Grantor Property and any and all successors, assigns, heirs and transferees of the same. 14.13 Headings. The headings of the paragraphs of this Easement Agreement are for convenience purposes only and do not constitute and are not a part of this Easement Agreement and shall have no effect upon the construction or interpretation of any part of this Easement Agreement. 10 993015 01/23/2024 04.26.06 PM Page 11 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 30 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded 14.14 Counterparts. This Easement Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14.15 Attorneys' Fees. In the event of any litigation concerning enforcement or interpretation of this Easement Agreement, the prevailing Party shall be entitled to recover its reasonable attorney's fees and costs from the other Party or parties to such litigation, in addition to any other relief awarded. [SIGNATURE PAGE FOLLOWS] 11 993015 01/23/2024 04.26.06 PM Page 12 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee- $123.00 Doc Fee- $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 31 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee-. $268.00 Doc Fee-. $0.00 eRecorded IN WITNESS WHEREOF, Grantor has. caused this Easement Agreement to be executed as of the Effective Date. GRANTOR: EAGLE SPRINGS ORGANIC, LLC By: Nam Title -- - --- State of -�(� —� --- -) -- - -- - --- -- - County of C os1 � ) On ,� '}(�, �j , Z Q23 before me, it 1 I_ea1(1 a notary public, personally appeared i1i�r1�_I�h SaCI� —� who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity as wesdprd on behalf of EAGLE SPRINGS ORGANIC LLC, and that by their signature on the instrument, the person executed the instrument on behalf of the limited liability company. I certify under PENALTY OF PERJURY under the laws of the State of Cbro&that the foregoing paragraph is true and correct. WITNESS my hand and official seal. DUSTY LEAH SHEETS Notary Public State of Colorado Notary ID # 20164011800 M Commission Expires Q8-19-2026 Signature (seal) (Notary Seal) 12 993015 01/23/2024 04.26.06 PM Page 13 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 32 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded IN WITNESS WHEREOF, Grantee has caused this Easement Agreement to be executed as of the Effective Date. GRANTEE: AES MAMM CLAR, LLC, a Delaware limyi ed lia company M Its: STATE OF UTAH } } S.S COUNTY OF SALT LAKE } On by-cn�y )q , 20 2'� before me, C�sAi-C V�kdt5c%'-LQ , Notary Public, personally appeared, ..�a,W S UueursY►uM ' ,who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Utah that the foregoing paragraph is true and correct. WITNESS my hand and official seal. is Signature: By: �v�� S 1 ��1/X.i &de.,L1 113 My Commission Expires: I ZiO CRYSTAL BLAISDELL Notow Public State of UtOh Nxi=on Expires on: r 21, 2026 • Comm. Numtier: 728025 . 13 993015 01/23/2024 04.26.06 PM Page 14 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 33 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded EXHIBIT A Legal Description of the Property A tract of land situated in the East Half (E/2) of Section 18 and the West Half (SW/4) of Section 17, Township 6 South (T6S), Range 92 West (R92W) 6th Principal Meridian, Garfield County, Colorado and more particularly described as follows: Commencing at a found 3'/4" brass cap stamped Garfield County Surveyor for the Southeast Corner of said Section 17 and the Northeast Corner of Section 20, T6S, R92W from which a 3'/4" aluminum cap stamped LS 13501 for the East Quarter Corner of said Section 20 bears: South 00'35' 11" East, being the bearing all others in this description are based on, 2525.11 feet; Thence North 53°47'51" West 4783.95 feet to the True Point of Beginning for this description; Thence South 00°24'51" East 446.48 feet; Thence South 00°24'51" East 1489.24 feet; Thence North 75'01'52" West 573.92 feet; Thence North 62°13'23" West 496.54 feet; Thence North 52°10'57" West 174.49 feet; Thence North 65°48'30" West 205.05 feet; Thence North 00°48'45" West 62.73 feet; Thence South 88°44' 03" West 75.17 feet; Thence North 00043'33" West 638.39 feet; Thence South 55012'50" West 55.15 feet; Thence South 64009'45" West 112.73 feet; Thence North 73051'26" West 99.23 feet; Thence North 42008' 11" West 92.15 feet; Thence North 30056'09" West 126.67 feet; Thence North 35047'40" West 151.00 feet; Thence North 30014'52" West 141.82 feet; Thence North 23017' 10" West 121.36 feet; Thence North 02038' 11" West 120.69 feet; Thence North 60058' 16" West 75.18 feet; Thence North 35034'51" East 486.24 feet; Thence North 17045'51" East 495.51 feet; Thence South 83005'09" East 280.42 feet; Thence South 58013'39" East 82.34 feet; Thence North 83041'54" East 1255.44 feet; Thence South 00024'51" East 899.93 feet to the Point of Beginning. Containing 94.85 acres more or less. 993015 01/23/2024 04.26.06 PM Page 15 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 34 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Exhibit B Legal Description of the Easement Area Access Easement No.: 1 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 787615 (PID #217917300732 ) and being in the South Half (S/2) of Section 17, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of said section 17 from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 00°35' 11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 89' 25 42" West, 3865.16 feet to the true Point of Beginning for this description being a point on the Northeasterly Right of Way line of Garfield County Road 315; Thence North 50°47"36" East, 64.84 feet; Thence North 58°30' 16" East, 63.68 feet; Thence North 660 35'06" East, 40.91 feet; Thence 99.64 feet along a curve to the right having a radius of 211.71 feet, a central angle of 26°57'57" and sub -tending a chord which bears North 80°04104" East, 98.72 feet; Thence South 86°56'28" East, 45.82 feet; Thence South 85'27'55" East, 25.18 feet; Thence 133.92 feet along a curve to the left having a radius of 232.22 feet, a central angle of 33002'32" and sub -tending a chord which bears North 78°00'49" East, 132.07 feet; Thence North 61°29'34" East, 37.46 feet; Thence 55.03 feet along a curve to the right having a radius of 97.76 feet, a central angle of 3295'08" and sub -tending a chord which bears North 77°36'39" East, 54.28 feet; Thence South 86°16'16" East, 43.59 feet; Thence South 82°10'34" East, 52.20 feet; Thence South 79°48'03" East, 48.35 feet; Thence South 86°46'36" East, 32.06 feet; Thence South 85'04' 19" East, 25.52 feet; Thence 68.60 feet along a curve to the right having a radius of 170.94 feet, a central angle of 22°59'36" and sub -tending a chord which bears South 73°34'30" East 68.14 feet; Thence South 62°04'42" East, 8.05 feet; Thence South 65°14'21" East, 28.54 feet; Thence South 69°55'27" East, 14.69 feet; Thence 91.62 feet along a curve to the left having a radius of 213.94 feet, a central angle of 24°32' 13" and sub -tending a chord which bears South 8291'34" East, 90.92 feet; Thence North 85°32'20" East, 54.03 feet; Thence North 87°23'57" East, 23.77 feet; Thence 117.60 feet along a curve to the right having a radius of 349.86 feet, a central angle of 19°15'33" and sub -tending a chord which bears South 82°58'17" East, 117.05 feet; Thence South 73°20'31" East, 87.40 feet; Thence South 72°16'28" East, 112.62 feet; Thence South 82°44'40" East, 69.13 feet; Thence South 83°00'45" East, 68.21 feet; Thence South 84°34'33" East, 9.71 feet; Thence 131.08 feet along a curve to the left having a radius of 719.61 feet, a central angle of 10°27'04" and sub -tending a chord which bears South 89°48'08" East, 130.90 feet; Thence North 84'58' 17" East, 27.26 feet; Thence South 89°37'33" East, 64.82 feet; Thence South 89°17'21" East, 107.30 feet; Thence South 86°21'01" East, 87.80 feet; Thence South 87'01'28" East, 97.26 feet; Thence North 88°51' 18" East, 51.17 feet; Thence North 83°26'55" East, 32.28 feet; Thence North 79°59'55" East, 19.98 feet; Thence North 82°48'07" East, 30.86 feet; Thence 97.93 feet along a curve to the left having a 15 993015 01/23/2024 04.26.06 PM Page 16 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 35 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded radius of 56.31 feet, a central angle of 99°38'40" and sub -tending a chord which bears North 32°58'56" East, 86.05 feet; Thence North 16°50' 14" West 11.92 feet; Thence 134.15 feet along a curve to the left having a radius of 190.23 feet, a central angle of 40'24' 18" and sub -tending a chord which bears North 37°02' 15" West, 131.39 feet; Thence North 57° 14' 15" West, 4.09 feet; Thence North 67°27'50" West, 51.03 feet; Thence North 72'01'08" West, 312.09 feet; Thence North 75°47'08" West, 695.69 feet; Thence 79.60 feet along a curve to the left having a radius of 323.73 feet, a central angle of 14°05' 17" and sub -tending a chord which bears North 82°49'46" West, 79.40 feet; Thence South 89°49'30" West, 60.77 feet; Thence North 89°32'06" West, 123.91 feet; Thence 342.02 feet along a curve to the right having a radius of 233.41 feet, a central angle of 83°57'24" and sub -tending a chord which bears North 47°33'26" West, 312.23 feet; Thence North 05°34'46" West, 4.92 feet; Thence 279.98 feet along a curve to the left having a radius of 231.42 feet, a central angle of 69°19'06" and sub -tending a chord which bears North 40' 14' 19" West, 263.22 feet; Thence North 74°53' 53" West, 269.10 feet; Thence 359.65 feet along a curve to the right having a radius of 277.84 feet, a central angle of 74°10'00" and sub -tending a chord which bears North 37°48'53" West, 335.06 feet; Thence North 00°44'08" West, 916.11 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 791736 (PID #217917400731) from which said Southeast Quarter of Section 17 bears South 60°59' 14" East, 4524.74 feet. Containing 5,914.90 linear feet or 358.48 rods or 5.432 acres more or less. Access Easement No.: 2 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 787615 (PID 2179 17300732) and being in the Southwest Quarter of Section 17, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of said section 17 from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 00°35' 11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 79°53'00" West, 3268.36 feet to the true Point of Beginning for this description being a point within the boundaries of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 787615 (PID 2179017300732); Thence South 88°57'45" West, 241.45 feet; Thence North 83°56'06" West, 118.88 feet; Thence North 73°57'30" West, 126.63 feet; Thence North 6891'41" West, 297.65 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710) from which said Southeast corner of Section 17 bears South 79°37'28" East, 4041.30 feet. 16 993015 01/23/2024 04.26.06 PM Page 17 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 36 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Containing 784.61 linear feet or 47.55 rods or 0.721 acres more or less. Access Easement No.: 3 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 787615 (PID 217917300732) and being in the Southwest Quarter of Section 17, Township 6 South (T6S), Range 92 West (R92W), 6" Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of said section 17 from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 00'35' 11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 61 °43'48" West, 4491.84 feet to the true Point of Beginning for this description being a point within the boundaries of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 787615(PID 217017300732); Thence South 89'15'52" West, 29.25 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710) from which said Southeast corner of Section 17 bears South 61154'36" East, 4517.45 feet. Containing 29.25 linear feet or 1.77 rods or 0.027acres more or less. Access Easement No.: 4 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710) and being in the Southwest Quarter of Section 17, Township 6 South (T6S), Range 92 West (R92W), 61h Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of said section 17 from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 0003 5'11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 61 °54'36" West, 4517.45 feet to the true Point of Beginning for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 787615 (PID 217917200710); Thence North 74°51'05" West, 52.52 feet; Thence South 17 993015 01/23/2024 04.26.06 PM Page 18 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 37 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded 89° 13' 15" West, 449.29 feet to the Point of Termination for this description from which said Southeast corner of Section 17 bears South 64°32'55" East, 4967.35 feet. Containing 501.81 linear feet or 30.41 rods or 0.461 acres more or less. Access Easement No.: 5 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 791736 (PID 217917400731) and being in the West Half of Section 17, Township 6 South (T6S), Range 92 West (R92W), 6" Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of said section 17 from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 00°35' 11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 60°59' 14" West, 4524.74 feet to the true Point of Beginning for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 791736 (PID 217917400731); Thence North 00°41'30" West, 611.95 feet; Thence North 00°13'05" East, 153.91 feet; Thence North 04°05'23" East, 152.81 feet; Thence North 06141'30" East, 208.78 feet; Thence 126.66 feet along a curve to the left having a radius of 87.46 feet, a central angle of 82°58'34" and sub -tending a chord which bears North 34°47'46" West 115.88 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 800706 (PID 217917200710) from which the said Southeast corner of Section 17 bears South 49°28' 15" East, 5255.59 feet. Containing 1274.70 feet or 77.25 rods or 1.171 acres more or less. Access Easement No.: 6 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 800706 (PID 217917200710) and being in the Northeast Quarter of Section 18 and the Northwest Quarter of Section 17, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast comer of said section 17 from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal 18 993015 01/23/2024 04.26.06 PM Page 19 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 38 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Meridian, Garfield County Colorado bears South 00'35' 11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 49'28' 15" West 5255.59 feet to the true Point of Beginning for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 800706 (PID 217917200710); Thence 1.71 feet along a curve to the left having a radius of 87.46 feet, a central angle of 01 °07' 13" and sub -tending a chord which bears North 76°50'40" West, 1.71 feet; Thence North 77°24' 15" West, 21.87 feet; Thence North 87°39'30" West, 50.92 feet; Thence North 829 T19" West, 51.13 feet; Thence North 76°53'47" West, 105.98 feet; Thence 127.02 feet along a curve to the left having a radius of 701.36 feet, a central angle of 10°22'36" and sub -tending a chord which bears North 86°06'40" West, 126.93 feet; Thence South 84°40'26" West, 236.47 feet; Thence South 86'11'33" West, 353.52 feet; Thence 160.29 feet along a curve to the left having a radius of 194.75 feet, a central angle of 47°09'27" and sub- tending a chord which bears South 62°36'47" West, 155.81 feet; Thence South 39°02'01"West, 11.27 feet; Thence North 59°00'24" West, 37.01 feet; Thence North 89' 13'22" West, 51.82 feet; Thence North 73°09'47" West, 52.11 feet; Thence North 82'49' 15" West, 53.08 feet; Thence North 68°21'30" West, 41.01 feet; ; Thence 166.46 feet along a curve to the left having a radius of 557.53 feet, a central angle of 17°06'24" and sub -tending a chord which bears North 76°54'42" West, 165.84 feet; Thence North 85' 27'53" West, 136.30 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Sprins Organic LLC in Reception No. 800705 (PID 217918100691) from which said Southeast comer of Section 17 bears South 58°27'07" East, 6576.30 feet. Containing 1,658.59 linear feet or 100.52 rods or 1.523 acres more or less. Access Easement No.: 7 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 800705 (PID 217918100691) and being in the Northeast Quarter of Section 18, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast comer of section 17, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 009 5'11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 58°27'07" West, 6576.30 feet to the true Point of Beginning for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in reception No. 800705 (PID 217918100691); Thence North 84°23'33" West, 15.11 feet; Thence South 25°17'57" West, 62.33 feet; Thence South 18°51'40" West, 51.43 feet; Thence South 19 993015 01/23/2024 04.26.06 PM Page 20 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 39 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded 16°52'53" West, 111.83 feet; Thence South 18°08'05" West, 147.00 feet; Thence South 22°02'56" West, 197.71 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in reception No. 800706 (PID 217917200710) from which said Southeast corner of Section 17 bears South 63'26' 13" East, 6501.35 feet. Containing 585.41 linear feet or 35.48 rods or 0.538 acres more or less. Access Easement No.: 8 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 800706 (PID 217917200710) and being in the Northeast Quarter of Section 18, Township 6 South (T6S), Range 92 West (R92W), 61h Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of section 17, Township 6 South (T6S), Range 92 West (R92W), 6"' Principal Meridian, Garfield County Colorado from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 009 5'11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 63'26' 13" West, 6501.35 feet to the true Point of Beginning for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 8 (PID 217917200710); Thence South 21009'01" West, 59.07 feet to the Point of Termination for this description being a point within the boundaries of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 800706 (PID 217917200710) from which said Southeast corner of Section 17 bears South 63°57'20" East, 6496.05 feet. Containing 59.07 linear feet or 3.58 rods or 0.054 acres more or less. Access Easement No.: 9 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 800706 (PID 217917200710) and being in the Northeast Quarter of Section 18, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of section 17, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal 20 993015 01/23/2024 04.26.06 PM Page 21 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03.20.20 PM Page 40 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Meridian, Garfield County Colorado bears South 00'35' 11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 64°48'49" West, 6489.01 feet to the true Point of Beginning for this description being a point within the boundaries of a parcel conveyed to Eagle Springs Organic LLC in reception No. 800706 (PID 217917200710); Thence South 23°18'38" West, 104.93 feet; Thence South 35°10'57" West, 51.16 feet; Thence South 42°56'08" West, 50.99 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Bedrock Resources LLC in reception No. 802564 (PID 217918400720) from which said Southeast corner of Section 17 bears South 66°36'25" East, 6513.19 feet. Containing 207.08 feet or 12.55 rods or 0.190 acres more or less. Access Easement No.: 11 Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710) and being in the Southeast Quarter of Section 18, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast comer of section 17, Township 6 South (T6S), Range 92 West (R92W), 6th Principal Meridian, Garfield County Colorado from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 6th Principal Meridian, Garfield County Colorado bears South 00'35' 11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 66°45'40" West, 6485.51 feet to the true Point of Beginning for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710); Thence South 34°22'38" East, 16.12 feet; Thence South 24050'09" East, 51.36 feet; Thence South 22°55'58" East, 258.97 feet; Thence South 32°43'13" East, 51.21 feet; Thence South 37'23' 15" East, 225.37 feet; Thence 238.20 feet along a curve to the left having a radius of 190.81 feet, a central angle of 7191'33" and sub -tending a chord which bears South 73°09'04" East, 223.03 feet; Thence North 71 °05'09" East 138.02 feet to the Point of Termination for this description being a point within the boundaries of a parcel conveyed Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710) from which said Southeast corner of Section 17 bears South 69°13'11' East, 5689.29 feet. Containing 979.26 linear feet or 59.35 rods or 0.899 acres more less. Access Easement No.: 12 21 993015 01/23/2024 04.26.06 PM Page 22 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $123.00 Doc Fee: $0.00 eRecorded 992942 01/19/2024 03:20:20 PM Page 41 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee: $268.00 Doc Fee: $0.00 eRecorded Being a forty foot (40') wide access easement across a parcel conveyed to Eagle Springs Organic LLC in Reception No. 991658 (PID 217917200710) and being in the Southwest Quarter of Section 17, Township 6 South (T6S), Range 92 West (R92W), 6`h Principal Meridian, Garfield County Colorado and being twenty feet (20') on both sides of the following described centerline: Commencing at a found 3-1/4" brass cap stamped "Garfield County Surveyor" for the Southeast corner of said section 17, from which a 3-1/4" aluminum cap stamped "LS 13501" for the East Quarter corner of Section 20, Township 6 South (T6S), Range 92 West (R92), 61h Principal Meridian, Garfield County Colorado bears South 00°35' 11" East, being the bearing which all others in this description are based on, 2625.11 feet; Thence North 69°33'55" West, 5652.94 feet to the true Point of Beginning for this description being a point within the boundaries of a parcel conveyed to Eagle Springs LLC in Reception No. 991658 (PID 217917200710); Thence South 10°18'06" East, 79.23 feet; Thence South 04°25'25" West, 136.49 feet; Thence South 01°02'18" West, 343.04 feet; Thence 213.18 feet along a curve to the left having a radius of 175.35 feet, a central angle of 69°39'24" and sub- tending a chord which bears South 33°47'24" East, 200.29 feet; Thence South 68°37'05" East, 92.76 feet; Thence South 52°01'47" East, 154.45 feet; Thence South 61°49'51" East, 491.56 feet; Thence South 74°13'49" East, 594.06 feet to the Point of Termination for this description being a point on the boundary of a parcel conveyed to Eagle Springs Organic LLC in Reception No. 787615 (PID 217917200710) from which said Southeast corner of Section 17 bears South 79°37'28" East, 4041.30 feet; Containing 2,889.37 linear feet or 175.11 rods or 2.653 acres more or less 22 993015 01/23/2024 04.26.06 PM Page 23 of 23 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee- $123.00 Doc Fee- $0.00 eRecorded 992942 01/19/2024 03-.20-.20 PM Page 42 of 52 Jacklyn K. Harmon, Garfield County, Colorado Rec Fee- $268.00 Doc Fee- $0.00 eRecorded Exhibit B (continued) Depiction of the Easement Area b � � b N Q _o a; Gnu _ M