PRE-ANNEXATION MINING AGREEMENTThis PRE-ANNEXATION MINING AGREEMENT (the “Agreement”) is executed asof the 10th day of March, 2014 (the “Effective Date”) by and between Vista Sand, Ltd (“Vista orVista Sand”), a Texas limited company and the City of Glenwood City, Wisconsin, (the“City”), a Wisconsin municipality (each individually a “Party” and collectively the “Parties”).WHEREAS, Vista Sand, Ltd (“Vista” or “Vista Sand”), a Texas limited company,desires to engage in nonmetallic mining, wet processing, and transportation of nonmetallicminerals (collectively hereafter “nonmetallic mining operations”) upon, within, and from theproperty (“Property”) presently located in the Town of Glenwood, St. Croix County, Wisconsin,(“Town”) and described and mapped in the attached Exhibit A; andWHEREAS, The Property is currently owned by the Teigen Trust dated January 6, 1994,Velma Crosby, and Robert & Sherry Crosby, Jr. (collectively “Lessors”), but will be leased byVista Sand; andWHEREAS, Vista Sand, through the Property Owners, desires to annex the Propertyinto the City of Glenwood City, St. Croix County, Wisconsin, (“City”); andWHEREAS, Vista Sand desires certain modifications of the requirements of the City’sNonmetallic Mine Operator’s License Ordinance (the “Ordinance” or “the Mining Ordinance”)(Ordinance attached as Exhibit R); andWHEREAS, The City is willing to grant such modifications under the conditions setforth below; andWHEREAS, The City finds that entering this Pre-Annexation Mining Agreement(“Agreement”) will be consistent with the protection of the public’s health, safety, and welfare;andWHEREAS, The City recognizes Vista Sand’s nonmetallic mining operations may bringan economic benefit to the community as evidenced by other nonmetallic mining conducted inWisconsin as reported in the attached Exhibit B.AGREEMENTNOW THEREFORE, Vista Sand and the City, for good and valuable consideration,agree as follows:1.AnnexationThe City, upon receipt of an annexation petition and after following Wisconsin Statutesregarding annexation, hereby agrees to exercise its discretion whether or not to annex theProperty and other described lands into the corporate limits of the City. The City also agrees toconsider placing the land in a zoning district which permits mining consistent with the terms ofthis Agreement. A map of the Property and other lands proposed for annexation (collectively“Annexation Property”) is attached as Exhibit C. City also authorizes the Mayor or City Clerk toexecute an annexation petition for property owned by the City, but located in the Town of1Glenwood. If the City annexes the Property, and if the City places the Property in a zoningdistrict which allows nonmetallic mining as a permitted use, the City agrees to the terms andconditions of this Agreement. Any other provision in this agreement in conflict with this Section1 is overruled by the condition of this Section 1.2.3.License2.1.The City will acknowledge, upon receipt, that the fees and materials as describedin this Agreement are sufficient to fulfill the application and licensingrequirements of Sections 5, 6, and 7 of the Mining Ordinance.2.2.The City grants a license to engage in nonmetallic mining operations underSection 4 of the Mining Ordinance, and grants special permission to engage inblasting as further specified herein for the term of this Agreement. ThisAgreement is intended to be construed as a Mining Agreement for purposes ofSection 13 of the Ordinance and any modifications of Ordinance standards setforth in this Agreement provide for protections to the public which are thesubstantial equivalent of or exceed those in the Ordinance.2.3.This Agreement is adopted pursuant to Section 13 of the Ordinance and theprovisions of this Agreement shall modify the provisions of the Ordinancespecifically referenced in this Agreement in the manner specifically referenced inthis Agreement. Other than as agreed in this Agreement, the City’s MiningOrdinance shall apply. The City shall not enforce the Ordinance, or anyamendment thereto or revision thereof, against Vista Sand, except as providedherein.Term3.1.This Agreement shall be effective upon signing by all parties (the “EffectiveDate”) and upon the City annexing the Property into City’s corporate limits in amanner which permits nonmetallic mining operations in full satisfaction with theterms of this Agreement and provided Vista Sand obtains all other permitsrequired for their nonmetallic mining operations.3.2.This Agreement shall terminate at 11:59 p.m. on April 1, 2034, or when VistaSand has permanently ceased operation of its nonmetallic mining operations andreclamation thereof, whichever is first. In the event, however, that Vista Sandintends to continue engaging in its nonmetallic mining operations on April 1,2034 and Vista Sand possesses all permits required to conduct nonmetallic miningoperations on April 1, 2034, this Agreement shall automatically renew for a singleten (10)-year term and shall terminate at 11:59 p.m. on April 1, 2044 or whenVista Sand has permanently ceased operation of its nonmetallic mining operationsand reclamation thereof, whichever is first.3.3.Provided that Vista Sand is not in material default under the terms and conditionsof this agreement and provided Vista Sand shall pay the Annual Renewal Fee of$500 and base administrative fee of $2,500 on or before January 31 of the year for2which renewal is sought, the License Renewal provisions of Section 8(2) of theMining Ordinance shall not apply to Vista Sand, its successors or assigns.4.3.4.Prior to completion of the term of this Agreement, Vista Sand, its successors,heirs, or assigns, and the City may enter into negotiation to extend and/or modifythe terms of the Agreement.3.5.The obligations of Vista Sand and the City’s rights under this Agreement shallsurvive termination of the Agreement.Reimbursement, Financial Assurance, and Other Fees4.1.Purpose. Vista Sand and the City agree the City will incur certain financialimpacts which Vista Sand is willing to reasonably address in this Agreement,either as direct reimbursement of actual costs incurred by the City or other coststhat cannot be directly quantified, such as City supervision of Vista Sand’scompliance with this Agreement.4.2.Fee Reimbursement.4.2.1. Vista Sand shall reimburse the City for all reasonable consulting,inspection, engineering and legal fees incurred and actually paid by theCity in connection with the drafting of this Agreement.Suchreimbursement shall be made within 30 days of billing and any amountsnot paid shall accrue interest at the rate of one percent per month.4.2.2. Vista Sand shall also reimburse the City for all reasonable consulting,inspection, and engineering fees incurred and actually paid through theCity’s administration of this Agreement (but not including theadministration of Vista Sand’s nonmetallic mining operations through aCity-enacted NR 135-compliant reclamation ordinance, if existing, whichadministration would be subject to 4.2.4). Such reimbursement shall bemade within 30 days of billing and any amounts not paid shall accrueinterest at the rate of one percent per month.4.2.3. Vista Sand shall further reimburse the City for all reasonable consulting,inspection, engineering, and legal fees incurred and actually paid by theCity for drafting or revising Ordinances affecting the nonmetallic miningoperations on the Property in the year 2013 and 2014, and which alsopertain to and result in the annexation of Property into the City or otherordinance revisions impacting the nonmetallic mining operations whichresult in the issuance of a nonmetallic mining operator’s license andcommencement of operations in 2014.4.2.4. Vista Sand shall reimburse the City for all reasonable consulting,inspection, engineering, and legal fees incurred and actually paid by theCity related to the enactment of a City reclamation ordinance, should theCity enact such an ordinance. Vista Sand shall further reimburse the Cityfor all reasonable consulting, inspection, engineering, and legal fees3incurred and actually paid by the City to administer the reclamationordinance as it pertains to Vista Sand.4.3.Royalty Payments to City.4.3.1. General Provisions. Vista Sand agrees to make annual royalty payments tothe City commencing January 1, 2015. The amount of each royaltypayment shall be calculated based on the number of tons of sand mined inthe City and processed, loaded, and shipped from Vista Sand’s wet plantin the City in the previous calendar year multiplied by $.15/ton (example:750,000 tons per year x .15 = $112,500). Commencing on January 1,2020, and continuing each and every fifth (5th) year thereafter, theRoyalty shall be increased by $0.03 as follows:PeriodRoyalty Amount1.01/01/2020 – 12/31/2024$0.18/ton2.01/01/2025 – 12/31/2029$0.21 /ton3.01/01/2030 – 12/31/2034$0.24/ton4.01/01/2035 – 12/31/2039$0.27/ton5.01/01/2040 – 12/31/2045$0.30/tonThe weight of the sand for the purposes of this Royalty payment shall bemeasured after completion of the final processing performed at the site and afterloading processed sand into external haul trucks.4.3.2. Weighing and Records. For the purpose of this section, tonnage will bebased on sand fully processed on the Site and removed from the Site. VistaSand will weigh all sand before it is transported off-Site. All sandremoved from the Property shall be measured on the Property or at anotherlocation approved by City, in short tons (2,000 lbs.) across scales regularlyinspected and certified. Unless Lessor(s) donate sand to the GlenwoodCity School District, Town of Glenwood, or City, no sand may beremoved from the Property unless its weight is determined and scaletickets and other records are kept in a commercially reasonable manner.All sand shall be weighted on Advanced Weighed Systems, Inc.equipment or equivalent equipment (the “Weighing Equipment”) anderected and maintained on the Property by Vista Sand.4.3.3. Records: During the Term and for a period of four (4) years afterexpiration of the Term, Vista Sand will keep true and accurate recordsadequate to permit the City to verify the components and calculation of allRoyalties payable to the City pursuant to the provisions of this Agreement.At the Mayor, City Council Chair, City Clerk or City Treasurer’s request,Vista Sand will deliver to City copies of all scale tickets, a printout of all4scale transactions, and other records necessary to verify the tonnage totalsfor receipt of the City’s royalty. Vista Sand shall be allowed to redactpricing or customer information in those records which would disclosesensitive business information that is not publicly known or is required tobe kept confidential through contractual obligations binding Vista Sand.Such specific records of Vista Sand’s operations shall be construed asconfidential trade secrets under Wisconsin law, and City agrees not todisclose or allow inspection of those records except as required byWisconsin’s Public Records Law. However, Vista Sands recognizes thatthe City must comply with Wisconsin’s public records laws and nothing inthis Agreement shall be deemed to prohibit the City from complying ingood faith with said laws, nor shall the City be penalized in any way forsuch compliance. In any event, the City shall be allowed to disclose theannual royalty paid to the City. Upon receipt of a public records requestfor records provided under this Section 4.3.3., City shall notify Vista Sandas required in Section 19.2 of this Agreement. Notwithstanding theforegoing, Vista Sand shall not destroy any such records if a request toreceive copies or any claim by the City is then pending with respect tosuch records or the terms of this Agreement. In the event of any breach ofthis Section by Vista Sand, the City shall be entitled to receive from VistaSand and Vista Sand shall pay to the City any and all costs of investigationunder, and enforcement of, this Section, including the City’s reasonableattorney's fees in addition to any other relief to which the City may beentitled.4.3.4. Vista Sand shall keep true and accurate records at its principal officepertaining to the mining operations conducted on the Property related tothe sand transported from the Site and will retain records required underthis Section for not less than three (3) years and will make the sameavailable to the City.4.3.5. Due Dates. Royalty payments under this Article will be made on acalendar year basis, with payment for each year due by no later thanJanuary 31 of the following year.4.3.6. Application of Royalties. All royalties paid by Vista Sand pursuant to thisSection shall be applied to the City’s general fund.4.3.7. Other Taxes or Fees Credit. If in the future a tax or fee is levied againstany portion of Vista Sand’s nonmetallic mining operations, and shouldany of that new tax or fee be received by or paid to the City, Vista Sand’spayment to the City, as stated above in this Section 4.3 shall be reduced bythat same amount. The reduction in payment to the City is intended toavoid a potential double payment to the City. Should none of the new taxor fee be received by or paid to the City, the Vista Sand payment to theCity shall remain as stated above in this Section 4.3 and shall not be5reduced. For clarification, this credit shall not be applied for propertytaxes received by the City, for fee reimbursement under Section 4.2 of thisAgreement, for property tax payment under Section 4.4 of this Agreement,or wastewater use payments under Section 4.5 of this Agreement.5.4.4.Property Taxes Upon Annexation. Upon annexation of the Property, Vista Sandshall assume the City’s obligations under Wis. Stats. § 66.0217(14). The City isobligated under Wis. Stats. § 66.0217(14) to pay annually to the Town, for five(5) years, an amount equal to the amount of property taxes that the Town leviedon the annexed territory, as shown by the tax roll under Wis. Stats. § 70.65, in theyear in which the annexation is final. Upon receipt of an annual invoice from theCity for its property tax obligation under Wis. Stats. § 66.0217(14) regarding theProperty, Vista Sand shall remit said payment to the City within thirty (30) daysof receipt of the invoice and the City shall remit the required property tax amountto the Town. The obligations under this Section shall apply unless the City andTown enter a boundary agreement consistent with applicable provisions ofChapter 66 of the Wisconsin Statutes.4.5.Effluent Wastewater Use. Vista Sand agrees, as part of a comprehensive effort tominimize water and effectively recycle water, to use industry “best practices” touse a closed loop washing system and to use other industry best practices torecycle water. Vista Sand agrees to make good faith efforts to use the City’seffluent water from its wastewater treatment facility, to minimize water neededfrom wells. The City agrees to use good faith efforts to provide such water toVista Sand at a commercially reasonable, based on industry standards, price.Operation5.1.Minimum Standards. The provisions of this Section 5 shall supersede theMinimum Standards of Operation in Section 7 of the Mining Ordinance.5.2.Other Permits and Approvals. Prior to commencement of nonmetallic miningoperations, Vista Sand shall obtain and provide copies to the City of the followingpermits and approvals:5.2.1. Reclamation Permit. This permit requires mined areas be concurrentlyreclaimed throughout the life of the mine in compliance with multiplestandards set by the state and enforced by local governments. Financialassurance must be provided to the applicable governing body to ensurereclamation occurs.In order to provide an additional temporary buffer between Vista Sand’soperations and the Village of Downing, Vista Sand shall submit areclamation plan which delays the active mineral extraction of what iscurrently marked as Phase 3 in Exhibit A until Vista Sand mines what iscurrently marked at Phase 4 in Exhibit A. During that delay in miningPhase 3, Vista Sand can still conduct incidental activities on property thatis marked as Phase 3 for activities such as constructing internal roads,6storm water ponds, or similar uses which do not involve extraction ofnonmetallic minerals for the purpose of selling those nonmetallic minerals.5.2.2. Wisconsin DNR (“WDNR”) Air Pollution Control Permit or RegistrationOperation Permit. This Air Permit or Registration Operation Permit (“AirPermit”) regulates and limits air emissions at the nonmetallic miningoperations. Vista Sand cannot operate its sand mine and wet processingplant without obtaining this permit issued by the WDNR.5.2.3. Fugitive Dust Control Plan. This mitigates the potential for fugitive dustwithin and outside Property boundaries and must be submitted with an AirPermit application. The Plan must be approved by the WDNR prior tooperations.5.2.4. Wisconsin DNR Pollutant Discharge Elimination System for NonmetallicMining (Nonmetallic Mining WPDES). This stormwater permit is issuedby the WDNR and regulates runoff and discharge from nonmetallicmining operations.5.2.5. Wisconsin DNR-Compliant Stormwater Pollution Prevention Plan andStormwater Management Plan. These WDNR-approved plans are vitalcomponents to protect the site and neighboring properties from adversestormwater runoff and discharges.5.2.6. Wisconsin DNR Pollutant Discharge Elimination System for Construction(Construction WPDES). This stormwater permit is issued by the WDNRand regulates runoff and discharge from construction sites associated withthe nonmetallic mining operations.5.2.7. Wisconsin DNR High Capacity Well Permit. Provided effluent wastewaterfrom the City’s wastewater treatment facility is insufficient for VistaSand’s nonmetallic mining operations or to otherwise supplement its watersupply, Vista Sand will obtain a WDNR-approved High Capacity WellPermit prior to drilling the high capacity well, and which is issued onlyafter a comprehensive, critical review from the WDNR ensuressurrounding waters will not be adversely impacted. Vista Sand is notrequired to obtain and provide this permit to the City until Vista Sandneeds to process sand and fill retention ponds through use of a highcapacity well.5.2.8. Building Permits. Building permits will be obtained from applicable state,county, or City authorities.Because Vista Sand is not disturbing any wetlands, and is staying more than 75feet away from wetlands during its nonmetallic mining operations and facilitiesconstruction, no Wisconsin wetlands permit or U.S. Army Corps of Engineersissued wetland permit is required. In the event Vista Sand’s operations changeand require a wetland disturbance, Vista Sand shall consult with the relevantpermitting authorities such as the WDNR and the U.S. Army Corps of Engineers,7apply for a permit, and shall not disturb wetlands until all permits required forsuch wetland disturbance are obtained. If there is a federally-protected threatenedor endangered species on site, prior to issuing any permit, the U.S. Army Corps ofEngineers must consult with the U.S. Fish and Wildlife Service to determine whatfurther development can occur under Section 7(a)(2) of the Endangered SpeciesAct.5.3.Staking and Fencing. Vista Sand shall stake or otherwise mark the borders of theactive sites of nonmetallic mining, and if practicable or required by federal orstate regulations, shall secure the site through fencing or other appropriatemeasures. Other appropriate measures may be used only with prior agreementfrom the City, which shall not be unreasonably withheld.5.4.Hours. Except as specifically provided in Section 5.9 for trucking, and in Section9 for blasting, the restrictions on hours of operation in Section 7(2)(e) of theMining Ordinance are waived for purposes of this Mining Agreement and VistaSand’s nonmetallic mining operations can be conducted on a 24 hours per day, 7days per week basis. The hours restriction waiver is suitable for reasons including,but not limited to the following:5.4.1. Adequate separation exists from residential properties through berming,natural buffers, and other setbacks which will reduce noise for off-Siteproperties and minimize the impact of light used on sight; and5.4.2. The wet processing operations and storage piles will be located in anatural and landscaped “bowl” (an example of which is attached asExhibit E), which will also minimize impacts on off-Site property owners;and5.4.3. A property value guaranty will exist for persons who border the Property;and5.4.4. Other limits on trucking hours create protections for children and staffgoing to and from school; and5.4.5. Because aspects of nonmetallic mining operations will be severely limitedduring freezing conditions which already reduces the time Vista canoperate throughout the year and that requires maximum use of operationaltime during non-freezing months in order to efficiently recoup theapproximately $15 million initial investment at the Site; and5.4.6. Equipment, such as the hydrosizer, operates more efficiently whenallowed to run on a continuous basis; and5.4.7. The ability of the City to obtain more revenue due to increased tonnageleaving the Site which results from the royalty payments in Section 4.3;and85.4.8. More hours of operation allows more work shifts, which allows more jobsfor the local community; and5.4.9. Due to other protections, engineering controls, and environmentalrequirements in this Agreement including but not limited toimplementation of a Fugitive Dust Control Plan, air monitoring program,monitoring well network, and well protection program.Based on the foregoing reasons, the City finds the extended hours are reasonablynecessary for the mining operation and do not adversely impact the public’shealth, safety, and welfare.5.5.Mining Acreage Limitations.5.5.1. At no time may Property being used for either the active extraction ofnonmetallic minerals or preparation for extraction of nonmetallic mineralsexceed 40 acres in total.5.5.2. Notwithstanding the limitations above, areas exempt from the acreagelimitations set forth in Section 5.5.1 include, but are not limited to thefollowing: unmined areas, areas being actively reclaimed, reclaimed areas,tree or vegetation removal for the purpose of using such trees orvegetation in reclamation or for the Property Owner’s personal use,ground disturbance for agricultural purposes, berms or other buffers,driveways, internal haul roads, conveyors or slurry systems with anyassociated structures and maintenance roads, stormwater ponds,reclamation ponds, other retention or detention ponds, processing areas,office space, parking lots, and other utilities entering, exiting, or otherwiserunning throughout the Property, and other land disturbing activities whichoccur for the sole purpose of prohibiting environmental damage.5.6.Setbacks and Buffers. The Operator shall provide a buffer area of a minimum of100 feet along bordering Property lines and public roadways. Areas within thebuffer zone may be used for earthen berms, fencing, stormwater management,ingress/egress, planting of trees or vegetation and other uses that help create abuffer between the nonmetallic mining operation and neighboring properties. Inall cases, berms shall be located at least twenty (20) feet from the edge of anyroadside ditch or neighboring property line which is not part of the Property.Consistent with the proposed reclamation plan, Vista Sand shall screen operationsto the extent practicable through the use of berms or other natural buffers to helpwith aesthetic values, mitigate fugitive dust migration, and minimize horizontallighting to offsite properties. (These berming efforts are illustrated as an examplein the conceptual, rendered images attached as Exhibit F.) Prior to bermconstruction, Vista Sand shall consult the City engineer on the analysis andconfiguration of berm construction and placement.5.7.Noise. Vista Sand shall control off-site noise levels to the maximum extentpracticable using best management practices. The noise levels from mining9operations at the outermost properties boundaries of the mining site shall notexceed 60 dBA.Exceptions to the 60 dBA noise limit in this Section are blasting activitiespermitted by this Agreement, trucks entering and leaving the site, work projectsdone on the screening berms, drainage ditches or City and County road ditches,brief and temporary spikes above 60 dBA but not to exceed 90 dBA, andconstruction activities to initially construct the nonmetallic mining operations orother construction activities to further environmental protections, such asconstructing an additional storm water pond or installing fencing.5.8.Noise Mitigation Measures. Vista Sand shall use Mining, Safety and HealthAdministration (MSHA) approved “white noise” back up alarms or flashing lightsat nighttime, and properly maintained mufflers on mining equipment. Earthenberms will be built in accordance with the approved reclamation plan and soundstormwater management practice. Should the aforementioned measures fail tokeep noise levels at or below the decibel limitations in this Agreement, Vista Sandwill plant additional shrubs or other vegetation along the top of the berm tofurther reduce noise levels. In conjunction with Section 13 of this Agreement,Vista Sand will also meet with City officials and work towards reducing any othernoise levels which are determined to exceed the above-listed decibel limits inSection 5.7. This section 5.8 shall not limit the City’s right to take other correctiveactions to require compliance with noise restrictions.5.9.Trucking. Vista Sand shall take measures to ensure, to the extent reasonablypossible within the City, that trucks traveling to or from the Property shall besubject to the following terms and conditions:(a)Vista Sand is authorized to truck nonmetallic minerals to or from theProperty 24 hours per day, Monday through Saturday. Vista Sand isprohibited from trucking material off-site from the Property from 12:00a.m. Sunday morning through 11:59 p.m. Sunday evening. Vista Sandshall also not truck material to or from the Property during major legalholidays which are New Years Day, Memorial Day, the Fourth of July,Labor Day, Thanksgiving, Christmas Eve, and Christmas. The languagecontained in this subsection does not authorize Vista Sand to truck off-sitenonmetallic minerals onto the Property for processing, consistent withSection 5.23 of this Agreement.(b)During the Glenwood City School District’s regular school term whenschool is in session, Vista Sand, except in the case of emergency, will stopits trucking hours during peak busing hours, 7:15 a.m. – 8:15 a.m. and3:00 p.m. – 4:00 p.m., and for special events, such as early releases.These trucking limits shall exist only for those trucks transportingnonmetallic minerals to and from the Site, and shall exclude truck trafficthat is internal to the Site. Vista Sand shall request, and the GlenwoodCity School District, at its discretion, may annually provide Vista Sand agood faith list of the special events subject to trucking limitations. Vista10Sand will also work cooperatively with the District to address any otherspecial events not listed in the annual notice or other adjusted peak businghours.(c)All trucks used for the transport of nonmetallic minerals entering andleaving the Site shall be covered to prevent fugitive dust.(d)All trucks used for the transport of nonmetallic minerals entering andleaving the Site shall obey posted speed limits and other applicable trafficlaws and regulations.(e)All trucks shall not use compression release engine brakes, commonlyknown as “Jake brakes.”(f)Trucks may not leave the mine site at intervals less than five minutes apartfrom 6 a.m. to 6 p.m.Vista Sand shall notify and inform all truck drivers and any independentcontractors that they must comply with the above limitations and other applicabletraffic codes. If a trucker or contractor disregards this notice, Operator shall takesteps to correct the action or stop using any such contractor that refuses tocomply.5.10.Haul Route. When transporting via truck nonmetallic minerals from the Property,Vista Sand or its contractors shall use the following route: Travel route on roadswithin St. Croix County will be west on CTH G, south on STH 128 to InterstateRoute 94. The proposed receiving point is still to be determined, however thetrucks will be on Interstate Route 94 when they leave St. Croix County. Thetrucks will not enter the Village of Downing’s corporate boundaries as they existat the time of the Effective Date.When returning to the Property after transporting via truck nonmetallic mineralsto the to be determined site, Vista Sand or its contractors shall use the followingroute: Trucks will be on Interstate Route 94 when they enter St. Croix County,from I-94 they will travel north on STH 128, and they shall then travel east onCTH G until reaching the Property entrance. The trucks will not enter the Villageof Downing’s corporate boundaries as they exist at the time of the Effective Date.With prior approval from the City, short term exceptions to the haul route in thisAgreement can occur for construction purposes or other measures used by VistaSand to mitigate adverse environmental or aesthetic impacts or if an emergencyrequires an alternate route.In the event that it shall become reasonably necessary for Vista Sand or itsemployees or contractors to utilize any of the City Roads on a route different fromthose authorized above (whether permanently or temporarily) for haulingnonmetallic minerals or return trips from hauling nonmetallic minerals, VistaSand shall immediately notify the City. Upon notification to the City, the City11will design haul routes to be used that will have the least impact on the City andits residents (“Haul Route”). Vista Sand shall follow, and cause its employeesand contractors to follow, the new Haul Route. Vista Sand shall pay $0.10 per tonof sand (or other product) for each mile (pro-rated for portions of a mile) suchsand (or other product) is hauled over the Haul Route into a Road MaintenanceEscrow that will be established by the City at the time that the Haul Route isestablished to provide the financial assurance described in the Ordinance(“Escrow”). Such payments shall be made quarterly by Vista Sand and Vista Sandshall provide such reasonable documentation to support the payments as may bereasonably requested by City. If the balance of the Road Maintenance Escrowreaches $250,000 then Vista Sand shall be entitled to suspend payments to theRoad Maintenance Escrow until such time as the Escrow balance reduces to$50,000.5.11.Property Entrance and Loop Track. Vista Sand shall construct and maintain anasphalt, blacktop, or other suitable hardtop approach to County Highway G andextending a minimum of 150 feet back onto the Property to minimize the potentialfor fugitive dust and other materials being moved onto County Highway G.(Hardtop does not include, by way of example, crushed or compacted stone).Vista Sand will also construct a “loop track” for trucks loading nonmetallicminerals. This shall be done for the purpose of minimizing backup noise fromthose vehicles.5.12.Highway Repair. Vista Sand will seek to negotiate in good faith with St. CroixCounty’s Highway Department to upgrade and make necessary improvements toCounty Highway G to accommodate and handle truck traffic resulting from VistaSand’s nonmetallic mining operations.5.13.Reclamation. Vista Sand shall complete sequential, concurrent reclamation as setforth in the Reclamation Plan and Permit for the Property and any approvedamendments to that Reclamation Plan or Permit, which when granted, isincorporated herein by reference. Vista Sand shall follow all applicablereclamation standards in NR Chapters 135.06–135.15 regarding generalstandards, surface water and wetlands protection, groundwater protection, topsoilmanagement, final grading and slopes, topsoil redistribution for reclamation,revegetation and site stabilization, and site maintenance.5.14.Lighting. All outdoor lights must have full cut‐off shrouds so that no light isdirected upward or at structures not on the Property. Portable lighting shall beused only as necessary to illuminate work areas and such lighting shall complywith applicable MSHA standards.The operator shall limit night lighting on site, to that which is minimallynecessary for health, safety, and security, yet which shall still comply withapplicable MSHA standards and wherever possible, shall be shielded fromilluminating offsite areas. Every effort consistent with legal requirements foraerial safety shall be made to minimize illumination of the night sky. Berms shall12also be constructed in accordance with Section 5.6 of this Agreement for thepurpose of minimizing light falling onto off-site properties.The design and location of access roads shall be implemented to best minimizelights from traffic and operations from affecting neighboring residential propertiesin existence at the time of this Agreement’s Effective Date.5.15.Dry Processing. Vista Sand will not construct or operate a dry processing plant onthe Property unless otherwise approved by the City Council.5.16.Air Permit. Vista Sand shall comply with the WDNR Air Permit, which whencomplete is to be attached hereto as Exhibit G and incorporated herein byreference.5.17.Fugitive Dust Control. Subject only to the DNR’s approval or modification, VistaSand’s nonmetallic mining operations shall comply with and implement theFugitive Dust Control Plan, the minimum standards of which are attached andincorporated herein as Exhibit H. The Plan shall mitigate potential fugitive dustdischarge related to the Mining Operations and Vista Sand will adhere to theapplicable provisions of Wisconsin Administrative Code NR 415.075 and415.076(2), as required by the DNR. Vista Sand shall supply the City with a copyof the final and DNR-approved Fugitive Dust Control Plan.5.18.Air Monitoring. Vista Sand and the City agree to implement the terms of themutually-agreeable periodic ambient Air Monitoring Program Summary. Theproposed Air Monitoring Program Summary is attached as Exhibit I. Vista Sandshall be responsible for the costs of implementing the terms contained in the AirMonitoring Program Summary. If an air monitor will be placed on City property,the City authorizes Vista Sand to install an air monitor and related structures andappurtenances (e.g., fencing, lighting, cameras, etc.) on City property for thepurpose of implementing the terms in the Air Monitoring Program Summary.5.19.Agent. Upon commencement of its mining operations, Vista Sand shall at alltimes have an agent with a physical location in St. Croix or Dunn Counties, whosename, fax number, email address and telephone number is made known to theCity Clerk, available to respond to complaints and problems within a reasonableperiod of time (no more than 24 hours) and the notice required under Section B.2.of the Property Value Guaranty (Exhibit P).5.20.Invasive Species. Vista Sand shall follow best management practices for controlof invasive species.5.21.Flocculant Use. The City authorizes Vista Sand to use and dispose of anNSF/ANSI Standard 60 approved flocculant in its nonmetallic mining operations.When Vista Sand uses flocculant in their nonmetallic mining operations (wetprocessing) on the Property, Vista Sand shall use an NSF/ANSI Standard 60approved flocculant. In the event the NSF/ANSI Standard 60 changes itsstandards or is phased out, Vista Sand shall still use a potable grade flocculant if aflocculant is required at the site.135.22.Hazardous Materials. If Vista Sand uses hazardous materials, all such chemicalsshall be stored, used and disposed of in accordance with applicable state andfederal law.Vista Sand shall not dispose of waste materials containing any hazardouschemicals in toxic amounts, or residuals declared to be hazardous by the State ofWisconsin in toxic amounts on site or in the City, except in accordance withapplicable state and federal law, and with prior approval from the City.Vista Sand shall have a Spill Prevention Control and Countermeasures plan forresponding to spills of any hazardous materials on the Property. Said plan shall begiven to the City prior to commencement of nonmetallic mining operations andshall be updated any time that any change or addition is made to any hazardousmaterials used on the Property for nonmetallic mining operations.All petroleum products kept onsite and related to the mining operation shall bestored in state-approved fuel storage containers and shall be in accordance withfederal standards for storage and fueling areas.A list of all hazardous materials, maximum quantities to be on site at any onetime, a description of their proposed use, and their corresponding material safetydata sheets shall be provided to the City Clerk and to the Chief of the GlenwoodCity Fire Department prior to commencing operation of the mine; said list shall beupdated prior to the introduction of any new hazardous materials not previouslylisted, and any modification in the maximum quantity or use of hazardousmaterials.5.23.6.Off-Site Material. Except for the purposes of reclamation or construction, VistaSand shall not truck nonmetallic minerals on-site from an off-site mine for thepurpose of processing marketable nonmetallic minerals. This will have the effectof prohibiting trucks from other mines driving through Glenwood City to reachVista Sand’s processing operation.Storm Water Management6.1.Vista Sand shall comply with the Storm Water Management and applicableErosion Control plan included in the Reclamation Plan which is incorporated byreference. The Storm Water Management, Storm Water Pollution Prevention, andErosion Control Plans may be amended from time-to-time to address Propertymodifications or other operational scenarios and shall be incorporated herein byreference.6.2.Vista Sand shall undertake all measures necessary pursuant to their stormwaterand discharge permits with applicable plans for the control and surface waterrunoff from nonmetallic mining operations in order to prevent pollution anderosion of sediment onto neighboring properties, surface water, and groundwater.These measures shall comply with the standards for erosion control under NR 216and NR 151. When the mine site contains areas adjacent to the nonmetallicmining operations that are being used for agricultural, commercial or residential14purposes, to the extent allowed by neighboring landowners and if practicable,Vista Sand shall take all necessary measures to control surface water runoff fromthose agricultural, commercial, or residential areas from entering miningoperations and causing contamination of surface water and groundwater on theProperty.7.6.3.Vista Sand shall repair any damage to, and remove sediment from City roadditches, other drainage ways adjacent the Property, or other private property to theextent such damage or sediment is the result of Vista Sand activity or is a result ofheavy rains and/or snowmelt runoff occurring on the Property.6.4.Vista Sand shall maintain the detention and retention ponds per the ReclamationPlan which is incorporated herein by reference.Groundwater and Monitoring Wells7.1.Vista Sand’s mining operations shall not extract materials at a depth below theelevation that is ten (10) feet above the groundwater table. The 10-foot limitationon extraction of materials does not apply to extraction that is primarily related tocreating or maintaining stormwater ponds, borings, or wells.7.2.Vista Sand has already installed five (5) groundwater monitoring wells, includingone which is down gradient of the proposed mine and processing plant on theProperty. Vista Sand shall comply with the groundwater monitoring plan in theReclamation Plan inclusive of testing for acrylamide and petroleum hydrocarbonslimited to benzene, ethylbenzene, toluene, total xylenes and naphthalene. Waterquality standards for groundwater monitoring wells are regulated under NR140.The Monitoring Plan is attached as Exhibit K and incorporated herein byreference. (Monitoring well map attached as Exhibit L, with MW2 as the welldowngradient from the wet plant). The attached Monitoring Plan, subject to anyrevisions under the reclamation permit, will be followed in lieu of Section7(3)(a)(i) of the City’s Ordinance.7.3.Vista Sand shall not cause a significant reduction in the quantity of groundwateravailable for reasonable use by current users within the City, or outside the Citylimits, but within ½ mile of the mine site. A significant reduction is a drop in thewater table that results in substantial adverse effects on a private well includingbut not limited to the inability of a well to provide water on a continuous basis.The remedies for a substantial adverse effect on water quantity is found in Section8 of this Agreement.7.4.Except for cases where effluent City wastewater is used by Vista Sand instead ofthe City’s effluent wastewater being discharged into Tiffany Creek, miningoperations shall not cause a lowering of the groundwater table that results insubstantial adverse effects on surface waters within the City, or outside City limitsbut within one-half (1/2) mile of the Property boundaries, including but notlimited to, a substantial reduction of water in streams and tributaries to or belowbase flows established prior to the beginning of the nonmetallic miningoperations.157.5.8.Except for cases where effluent City wastewater is used by Vista Sand instead ofthe City’s effluent wastewater being discharged into Tiffany Creek, miningoperations shall not cause a lowering of the groundwater table that results insubstantial adverse effects on surface waters which serve as a critical source ofwater for agricultural, recreational or municipal functions such as fire protectionwithin the City, or outside City limits but within one-half (1/2) mile of theProperty boundary. Substantial adverse effects include but are not limited to amaterial reduction of water in streams and tributaries below the base flowsestablished prior to the beginning of the nonmetallic mining operations.Private Well Monitoring and Well Protection Program8.1.The provisions of this Section 8 shall supersede and replace Sections 7(3)(a)(ii),7(3)(a)(iii), 10, and 11 of the City’s Ordinance. Private well and public watersystem water quality standards are regulated under NR 809. Drinking water wellabandonments using well sealing materials are regulated under NR 812.8.2.Except as otherwise provided below, Vista Sand shall test all City municipalwells, private wells within the City, or private wells within ½ mile of the Site’smineral extraction boundary but outside City limits for which written ownerconsent is given. The testing obligation in this Section 8.2 is limited to those wellswhich are directly down gradient of the groundwater flow from the miningoperations and/or which are adjacent to and border the mining operations (downgradient or adjacent and bordering properties listed as part of Exhibit M). Thoughno Glenwood City wells are directly down gradient of the mine site, Vista Sandshall offer to test and incorporate into this Section 8.2 the six southernmost wellsin the City, which are also listed in Exhibit M. Vista Sand shall provide Notice toall property owners with private residential wells who live within ½ mile of theSite boundaries and are listed in Exhibit M. Upon Vista Sand’s mailing, handdelivery, or other notification method, owners shall have thirty (30) days to givetheir written consent for Vista Sand or its contractor to conduct a baseline test ontheir well for turbidity, iron, manganese, total suspended solids, total dissolvedsolids, nitrate, acrylamide, petroleum hydrocarbons limited to benzene,ethylbenzene, toluene, total xylenes and naphthalene, and specific conductivity.All test results shall be reported in summary form to the municipality where thewell is located and to the City. When required by law, the municipality where thewell is located will contact the WDNR to report any regulatory exceedances asrequired per NR 809. In addition, complete test results of samples taken fromprivate wells shall be reported to the owners of the wells. If a property ownerrefuses to allow such testing by Vista Sand then Vista Sand shall have no furtherresponsibility to that owner under this Section 8. Well owners enrolling in theProgram shall have their names attached to Exhibit M.8.3.Private well owners enrolled in the Program described in Section 8.2 shall also beeligible for reimbursement related to well repair and/or re‐drilling costs, and/orproper abandonment by wellbore sealing in the event that: (a) a preventive actionlimit or enforcement standard is exceeded in the well under NR 809 for drinkingwater, or (b) there is a substantial adverse impact on the quantity of water,16including but not limited to, the inability of any such well to provide water on acontinuous basis for domestic residential purposes.Any property owner seeking a remedy shall file a written notice with the City andVista Sand of the occurrence of either of the above events. Upon written notice toVista Sand of a violation under the aforementioned (a) or (b), Vista Sand retainsthe right to consult with a qualified professional, acceptable to the private wellowner, of which the acceptance shall not be unreasonably delayed, denied orwithheld, within a 30 day time period to determine whether the well water impactis attributable to Vista Sand’s mining operations on the property. In the event theprofessional determines the well impact is not a result of Vista Sand’s miningoperations, Vista Sand shall not be responsible for well repair, and/or re‐drillingcosts, and/or abandonment by wellbore sealing, and/or the purchase of anyalternative water sources for private well owners.The private well owner shall, immediately upon notification from Vista Sand thatit will reimburse the costs for well repair and/or re‐drilling costs, and/or properabandonment by wellbore sealing, retain a certified plumber or licensed welldriller to perform well repair and/or re‐drilling costs, and/or proper abandonmentby wellbore sealing. The private well owner then shall provide Vista Sand with acopy of the receipt and Vista Sand shall pay the actual cost related to the wellrepair and/or re‐drilling costs, and/or proper abandonment by wellbore sealing,and shall make payment directly to the vendor, or to the owner if owner hasalready paid vendor, within 30 days of receipt of invoice.Vista Sand shall also reimburse private well owners for alternative drinking watercosts between the time period upon which written notice is provided to Vista Sandand the time in which the well repair and/or re‐drilling costs, and/or properabandonment by wellbore sealing is completed. Well owners must present areceipt from a vendor demonstrating the costs of alternative water as part ofreimbursement eligibility. Nothing in this paragraph precludes an owner fromseeking reimbursement if the owner retains a certified plumber or licensed welldriller prior to the notification from Vista Sand regarding reimbursement.8.4.Vista Sand shall, 30 days prior to the commencement of mining activities, provideproof of financial assurances in the amount of $5,000.00 for each private waterwell within the City or within 1/2 mile of the proposed mine boundaries for whichauthorized consent to test their wells is given within the thirty (30) day timeframeas stated under Sections 8.2 above or 8.7 below. Said assurances shall remain ineffect for the duration of this Mining Agreement. Said assurances shall be in theform of a letter of credit, cash in a separate City-controlled escrow account, abond, or other form of assurance pre-approved by the City.8.5.Vista Sand or Vista Sand’s Representative shall not monitor water levels inprivate wells due to the potential for 1) water level measurement equipmentbecoming trapped in the well and 2) contamination of the private well.178.6.Vista shall test annually in June of each year a minimum of three (or a number ofwells fewer than three if fewer than three owners gave consent to have their wellstested) and a maximum of six private wells within ½ mile of the Site’s mineralextraction boundary and which are directly down gradient of the Site’s mineralextraction boundary, are those Glenwood City wells listed in Exhibit M, or areadjacent to and border the mineral extraction boundary, but which are outside theVillage of Downing corporate limits (see 8.7), for which owner consent was givenunder Section 8.2 above. All test results shall be reported in summary form to theCity and the municipality where the well is located. When required by law, themunicipality where the well is located will contact the WDNR to report anyregulatory exceedances as required per NR 809. In addition, test results ofsamples taken from private wells shall be reported to the owners of the wells.This obligation shall begin at the commencement of mining. If a property ownerrefuses to allow such testing by Vista, then Vista shall have no furtherresponsibility to that owner under this Section.8.7.The Village of Downing’s wells are not directly downgradient of Vista Sand’smining operations (wet processing plant), but Vista Sand still desires to testprivate wells which would serve as a “trip wire” to determine whether anymaximum contaminant level, preventive action limits, or enforcement standardsissues arise in the Village of Downing. For the purposes of Section 8 of thisAgreement, Vista Sand shall provide Notice to all property owners with privateresidential wells listed on Exhibit N. Upon Vista Sand’s mailing, hand delivery,or other notification method, owners on Exhibit N shall have thirty (30) days togive their written consent for Vista Sand or its contractor to conduct a baselinetest on their well for turbidity, iron, manganese, total suspended solids, totaldissolved solids, nitrate, acrylamide, petroleum hydrocarbons limited to benzene,ethylbenzene, toluene, total xylenes, naphthalene, and specific conductivity. VistaSand or its contractor shall annually test the wells (June) in Exhibit N forturbidity, iron, manganese, total suspended solids, total dissolved solids, nitrate,acrylamide, petroleum hydrocarbons limited to benzene, ethylbenzene, toluene,total xylenes, naphthalene, and specific conductivity, provided owner consent isannual provided. The properties and persons in Exhibit N are properties with aresidence that borders 1st Street, Downing, Wisconsin. Vista Sand shall annuallytest in June of each year the private wells at the addresses listed in Exhibit O,which are the owners who provide consent for initial baseline testing. All testresults shall be reported to the City in summary form, the Village of Downing,and the owners of the wells. When required by law, the municipality where thewell is located shall report all exceedances to the WDNR per requirements of NR809. If a maximum contaminant level, preventive action limit or enforcementstandard is exceeded in the well under NR 809 for drinking water, those propertyowners are subject to the terms of Sections 8.3 and 8.4 of this Agreement andVista Sand shall go to the Village of Downing to seek further testing of private ormunicipal wells.In the event a well(s) listed in Exhibit N exceeds a maximum contaminant level,preventative action limit or enforcement standard for drinking water under NR809, and such exceedance is attributable to Vista Sand’s mining operations as18determined under Section 8.3, Vista Sand shall expand the scope of the welltesting and coverage in Section 8.7 to cover additional properties with aresidential well located in the Village of Downing. The expanded scope of thewell testing and coverage under Section 8.7 above shall be conducted inadditional, sequenced phasing as mapped and attached as part of Exhibit N. Inpractice, for example, if a private well from the original list in Exhibit N exceedsa maximum contaminant level, preventative action limit or enforcement standardfor drinking water under NR 809, and such exceedance is attributable to VistaSand’s mining operations as determined under Section 8.3, then Vista Sand shalloffer to test (and shall test provided consent is given) the properties with aresidential well located in Phase 1. If that additional testing and coverage forresidential wells in Phase 1 exceeds a maximum contaminant level, preventativeaction limit or enforcement standard for drinking water under NR 809, and suchexceedance is attributable to Vista Sand’s mining operations as determined underSection 8.3, then the offer to test and testing shall expand to Phase 2 as mapped inExhibit N, and if in Phase 2, then to Phase 3, and if Phase 3, then to Phase 4, etcetera.9.8.8.This Section only applies to those wells affected by mining activity as determinedunder Section 8.3 above.8.9.In the event any provision of this Section shall be in conflict with Sections7(3)(a)(ii), 7(3)(a)(iii), 10 or 11 of the Mining Ordinance the provisions of thisSection shall be followed.8.10.Nothing in this Section shall limit or reduce any other claim, damages or remedyotherwise available to a residential well owner under applicable law. Private wellowners covered by this Section 8 are third party beneficiaries as to the duties ofVista Sand.Blasting9.1.The City grants special permission for Vista Sand to conduct blasting in itsnonmetallic mining operations and construction thereof, subject to otherrestrictions in this Section and state and federal regulations.9.2.Blasting velocities shall not exceed those specified in NFPA 495 and WisconsinAdministrative Code § SPS 307, formerly COMM 7.9.3.Pre-Blasting Surveys.Vista Sand shall contact each property owner and tenant, in writing, to seekpermission to conduct a survey as follows. Where written property ownerpermission is given, pre-blasting surveys shall be conducted to determine thecondition of all buildings or structures within 1320 feet of the blast site(s) and thequality of water in all wells in that area shall be tested prior to the onset ofblasting. The pre-blasting surveys shall be completed at Vista Sand’s expense.Each survey shall provide the name and address and telephone number (if known)of the resident or owner of said buildings, structures and/or wells, and shall19document any pre-blasting presence or absence of damage or other physicalfactors that could reasonably be expected to be affected by the use of explosives.The testing of wells shall determine whether the water is safe for humanconsumption according to established drinking water quality standards, includingstandards applicable to children of all ages and pregnant women. If propertyowner under this Section 9.3 unreasonably refuses to allow an inspection ofbuildings or their well, Vista Sand shall not be deemed to have caused damage toproperty owner’s building or well for the purposes of this Agreement and thatshall not constitute a material violation of this Agreement.9.4.Notification of Blasting.Notification must be given to the following persons and by the following means atleast 72 hours prior to the initial blasting at a blast site as well as prior to allsubsequent blasting events at the blast site.9.4.1. At least 72 hours prior to initial blasting at a blast site, the blaster incharge shall make a reasonable effort to notify all residents or owners ofaffected buildings (persons or landowners within 1,000 feet of the blastinglocation). The blaster shall make all reasonable efforts to ensure timelyand effective notice that a blasting operation is to begin, using such meansas a written notice, a phone call, email or verbally in person.9.4.2. A resident call list shall be established for the purpose of notifying personsliving in the vicinity of the blast site at least 72 hours prior to a blastingevent. A resident shall be placed on this call list only upon request to beso listed and called. The call list must be maintained and used prior to anyblast. Any resident in the City or Village of Downing may ask to be placedon this list.9.4.3. Before any blasting operation or blasting event, the blaster in charge shallgive notice thereof by the conspicuous display of a fluorescent flag andlegible sign displayed within 100 feet of all public roads bordering theblasting site or at least the nearest public road bordering the blasting site.Said sign should also warn against the use of all mobile wirelesscommunication equipment on all roads within 1,000 feet of the blastingoperations. The flag and sign shall be displayed prior to and during allblasting operations and events.9.4.4. A distinctive warning signal shall be sounded prior to commencingblasting. Automotive or truck horns shall not be used as a warning signal.9.4.5. Whenever blasting is being conducted in the vicinity of gas, electric,water, fire alarm, telephone, telegraph or steam utilities, these utilitiesshall be notified no less than 72 hours prior to commencing blasting.9.4.6. Verbal (in person or by phone) or written (on hard copy or email) noticeshall be given to the City Clerk, the City Council Chair, and the City20Mayor at least one full working day prior to the onset of any blastingevent.9.5.Blasting Schedule.All surface blasting shall be conducted between 10 a.m. and 3 p.m., unless thefollowing condition applies:9.5.1. The operator has shown that the public will not be adversely affected bynoise and other impacts, and the City Council has approved the deviationfrom normal blasting hours.10.11.Property Value Guaranty10.1.Vista Sand hereby grants the property owners specified in the attached Exhibit Qthe Property Value Guaranty set forth in the attached Exhibit P.10.2.The property owners listed in Exhibit Q are third party beneficiaries of Section10.1 as to the duties of Vista Sand.10.3.For the purposes of this Section and for the calculations of the Property ValueGuaranty, property or residence shall be defined as the house and appurtenantoutbuildings contiguous (e.g. garages, sheds, car ports) and contiguous acreage asdesignated by the property owner not to exceed 40 acres, unless Vista Sand andthe property owner mutually agree to purchase more than 40 acres from theproperty owner.10.4.Properties excluded from this Property Value Guaranty are those properties whichare commercial or industrial, are owned by a financial institution, are part of aforeclosure proceeding either on or after the Effective Date of this Guaranty, areowned by a governmental body, or contain pre-existing contamination not causedby Vista Sand’s mining operations but which is discovered either before, on, orafter the Effective Date of this Guaranty. Vista Sand shall have the opportunity toconduct a Phase 1 or 2 Environmental Study if a house is listed under the terms ofthe Guaranty, and if the property owner unreasonably refuses to allow a Phase 1or 2 Environmental Study, that property shall be excluded from the Guaranty.10.5.To constitute an offer which triggers Vista Sand’s obligations under thisGuaranty, the offer must be a bona fide good faith written offer constituting atleast 50% of the Fair Market Value of the property.10.6.Vista Sand’s annual financial liability under this Guaranty shall not exceed$600,000 per year (January 1 – December 31).Green Tier and WISA11.1.Vista Sand shall make application to the Wisconsin Department of NaturalResources Green Tier Program to be named a Green Tier Business, and shallpursue in good faith such certification.2111.2.12.When eligible, Vista Sand shall also make application to the Wisconsin IndustrialSand Association to be included as a member organization and shall pursue suchmembership in good faith.Laws to be Observed12.1.Vista Sand shall at all times comply with all federal, state, county, and subject tothe provisions of Section 2.3 of this Agreement, local laws, regulations andordinances applicable to Vista Sand’s operations on the Property which are ineffect or which may become effective in the future.12.2.This Agreement modifies or meets certain requirements of the Mining Ordinancerelating to license application requirements, operations, and remedies. Except inthe case of either a mutual agreement between the parties, an increase of financialassurance for reclamation required by the City under an applicable Cityadministered reclamation ordinance, or other financial assurance or bondingspecifically required by this Agreement, City shall not require further oradditional bonding or financial assurance of Vista Sand’s nonmetallic miningoperations.12.3.Vista Sand shall demonstrate it is complying with all other applicable federal,state and local permits and approvals required for the nonmetallic miningoperation that have been or will be obtained prior to commencement of theoperation. This demonstration of compliance shall occur by providing the Citywith copies of all such permits or licenses and all related application materials andreports submitted by or on behalf of Vista Sand and all documents and othermaterials provided to Vista Sand by such federal, state or local authorities. Theprovision of these reports shall satisfy Section 8(1) of the Mining Ordinance.12.4.Vista Sand shall contact the City Clerk or Mayor as soon as possible and no laterthan within two (2) hours, in the event of hazardous chemical or waste spills,leaks or contamination of any kind or in the event of a release greater than three(3) gallons of any chemical, or known dust or particles above levels permitted byapplicable regulations.12.5.Vista Sand shall provide notice to the City of any notices of violation, citations, orother enforcement actions taken by any other governmental body against themining operation within the City within 15 days of receiving such notice from thegovernmental body.12.6.A failure by Vista Sand to comply with the provisions of any permit issued by anygovernmental authority related to Vista Sand’s mining operations at the Propertyshall not constitute a material violation of this Agreement unless Vista Sand failsto mitigate the lack of compliance as soon as practicable but in no case more than60 days or a time set by the regulatory agency for compliance, or if the subjectpermit is permanently revoked by the applicable governmental authority.12.7.A violation by Vista Sand of any law, regulation or ordinance applicable to VistaSand’s operations on the Property shall not constitute a material violation of this22Agreement so long as Vista Sand is working diligently, as reasonably determinedby the City, with the governmental authority or authorities charged withadministering such law, regulation or ordinance to cure such violation.13.City Informational MeetingsVista Sand shall meet at least four times per year with the City at a regular City Councilmeeting (or a special City Council meeting at the City Council’s discretion) regardingoperations and possible issues.14.15.Glenwood City Community Mining Education Task Force14.1.Beginning at construction and commencing through the life of Vista Sand’snonmetallic mining operations, Vista Sand shall continue to seek cooperativeeducational efforts with other key stakeholders in the community for the purposeof engaging in community education about the operations, receiving localquestions about the project, providing answers regarding the same, and otherforms of community outreach or engagement to better the local environment. Forexample, education efforts can include but are not limited to items relating tolocal community education projects such as field trips, open houses, career days,and tours. Other forms of community outreach and engagement could addresslocal environmental concerns and projects to restore off-site habitats, e.g.,volunteering Vista Sand staff to assist with continued restoration of Tiffany Creekby working in conjunction with the Kiap-TU-Wish chapter of Trout Unlimited.14.2.The Task Force shall be composed of six members and shall meet quarterly, witha representative of Vista Sand present at the meetings. There shall be threecitizen members on the Task Force, one Glenwood City School Districtrepresentative, one Village of Downing representative, and one City Councilrepresentative, the appointments of which shall be made at the pleasure of theMayor and approved by the City Council. If, during the life of the Vista Sandoperations, the City Council determines the Task Force is no longer required, theTask Force may be disbanded by a majority vote of the City Council.Local Contractors and Employees15.1.Vista Sand agrees to make good faith efforts to support the local economywhenever commercially reasonable, including but not limited to the following:15.1.1. When reviewing project construction with the project’s general contractor,Vista Sand agrees to promote and request local businesses or individualsto construct or assist in the construction of the nonmetallic miningoperations, provided those contractors or employees are qualified andsubmit competitive bids for construction or the other tasks as required bythe project’s specifications.15.1.2. Prior to commencement of nonmetallic mining operations, Vista Sandshall publicize and conduct a job fair in Glenwood City for the purpose of23collecting and reviewing applications and/or resumes of local residentsqualified for positions with Vista Sand’s nonmetallic mining operations.15.1.3. During Vista Sand’s nonmetallic mining operations, Vista Sand shallendeavor to use local businesses for the daily maintenance needs of itsoperations, as it does in its existing Texas operations, provided suchbusinesses can successfully supply services in an efficient, timely, andeconomic manner.16.Enforcement16.1.Mining Agreement. This Section is intended to satisfy the requirements of aMining Agreement and thereby satisfy the requirements in Section 13 of theMining Ordinance.16.2.Inspection and Right of Entry. Vista Sand shall, upon request by the City, providethe City’s officers, agents, employees and contractors with access to the Propertyfor purposes of determining or enforcing compliance with this Agreement or asotherwise provided by law or this Agreement so long as those officers, agents,employees and contractors receive the applicable MSHA-required training. TheCity official will report his presence to the onsite supervisor upon entering thesite. In the event of Vista Sand’s failure or refusal to permit access to the Propertywithin 1 hour during any daylight period when the mine is operating, it shall bedeemed a refusal to permit inspection and the City may obtain an inspectionwarrant, injunction or other relief from a court to enforce its right to access.16.3.Notice of Default. In the event that Vista Sand fails to perform any of itsobligations under this Agreement, the City shall provide a notice of default andthe parties shall hold an initial meeting within thirty (30) days following notice ofsuch default for purposes of attempting to resolve the default on an amicable basisunless the City determines that threats to health, safety or property require ashorter notice period. If the parties cannot so resolve the matter the City may electto enforce the remedies provided for herein.16.4.Disputes Concerning Agreement. Any dispute concerning any provision of thisAgreement, other than a default under 16.3, shall be resolved as follows: Theparty which asserts a dispute shall first give notice thereof to the other party andspecify the nature of the dispute and shall meet with such other party, within 30days of the event giving rise to the dispute. Such notice shall set forth all reasonssupporting the basis of the dispute. Within 30 days following the date of thenotice, a meeting between the Parties shall be held to attempt in good faith tonegotiate a resolution of the dispute or controversy.16.5.Remedies.A.Corrective Orders. The City may issue a notice of violation and order thatspecifies the action to be taken to remedy a default and the time period forcuring the default. As part of the notice of violation, the City shall specify24a reasonable period of time (not less than 10 and not more than 30 days)for the company to address the alleged violation.16.6.17.B.Mediation. In the event the parties are unable to resolve the issues raisedby the City’s notice of violation through informal meetings, the City andVista Sand shall agree upon a qualified neutral third-party to help theparties determine whether there is a violation and, if so, what correctivemeasures are appropriate. If agreement is reached, Vista Sand shallconfirm in writing the steps that will be taken to address the allegedviolation and the timing for completion of such steps. If either party doesnot accept the results of the mediation, that party may initiate an action atlaw or in equity to enforce the Agreement.C.Citations. In the event a corrective order, notice of violation, or mediationdoes not resolve the dispute, the City may issue a citation for a violation,the forfeiture of which shall not be less than $100 per violation nor morethan $5,000 per violation and/or be subject to injunctive relief. Each day aviolation exists is a separate violation. If Vista Sand is issued a citation,Vista shall pay court costs and reasonable attorney’s fees.D.Remediation and Reimbursement. In the event Vista Sand fails to performany of its obligations under this Agreement, including, but not limited to,maintenance of storm water management facilities and restoration of theProperty, the City may, but shall not be required to, perform suchobligations at Vista Sand’s expense. Before performing Vista Sand’sobligations, the City shall give Vista Sand at least 30 days written noticeunless the City determines that threats to health, safety or property requirea shorter notice period. Vista Sand shall reimburse the City for allexpenses incurred for materials, contractors, engineers, attorneys and otherconsultants in connection with performing Vista Sand’s obligations within30 days of billing therefore.E.Other Legal Action. The City retains the right to commence legal action toenforce the terms of this Agreement and seek remedies which include:termination of the Agreement for a material default, specific performanceof the obligations under this Agreement, penalties and/or damages in anamount determined by the court, and/or injunctive relief.F.Vista Sand’s Remedies. Vista Sand shall have all remedies available inlaw and equity, including but not limited to the rights to remediation andreimbursement for damages.Preservation of Remedies. The remedies provided herein shall not be exclusive ofother remedies. A failure by the City or Vista Sand to take action on any pastviolation(s) shall not constitute a waiver of the City or Vista Sand’s right to takeaction on any subsequent violation(s) of this Agreement.Obligations to Run with the Land2517.1.The obligations of Vista Sand under this Agreement shall run with the land and bebinding on Vista Sand and their heirs, grantees, representatives, successors andassigns.17.2.The City may record a copy of this Agreement with the Register of Deeds. Thecost of recording shall be paid by Vista Sand.17.3.City grants Lessors the ability to utilize the Property consistent with pre-existinguses for agricultural, recreational, and game management purposes, unlessotherwise prohibited by law. By way of example, if a zoning district changeoccurs, the law of non-conforming uses will apply, not this clause.18.School District Memorandum. In the event the Glenwood City School District andVista Sand enter into a Memorandum of Understanding or other written agreementregarding Vista Sand’s nonmetallic mining operations, the terms of the Memorandum ofUnderstanding or other written agreement regarding air, truck traffic, and assignabilitymay be incorporated into this Agreement at the discretion of the City Council.19.Miscellaneous Provisions19.1.All parties participated in negotiating the terms of this Agreement. No party shallbenefit from not having drafted this Agreement. If any term, section or otherportion of this Agreement is reviewed by an administrative agency, court,mediator, arbitrator or other judicial or quasi‐judicial entity, such entity shall treatthis Agreement as having been jointly drafted by the parties. Notwithstanding theforegoing, this Agreement shall be interpreted and construed to protect the publichealth, safety and welfare.19.2.Except as required by Wisconsin’s Public Records law enumerated in Wis. Stats.§ 19.31 et al., the City shall not disclose Vista Sand’s trade secrets disclosed to orretained by the City. “Trade secrets” are defined by Wis. Stats. § 134.90(1)(c) andmay be exempt pursuant to § 19.36(5). In the event the City receives a publicrecords request for information that may constitute trade secrets and whichpertains to Vista Sand’s operations (e.g., specific tons hauled on an hourly basisduring a set period of time), the City shall provide notice to Vista Sand regardingthe same prior to releasing the records.19.3.The City agrees to not enforce its impact fee ordinance, which is currently under atemporary moratorium, against Vista Sand’s operations.19.4.No waiver of any provision of this Agreement shall be deemed or constitute awaiver of any other provision, nor will it be deemed or constitute a continuingwaiver unless expressly provided for by a written amendment to this Agreementsigned by both the City and Vista Sand, nor shall the waiver of any default underthis Agreement be deemed a waiver of any subsequent default or defaults of thesame type. The City’s failure to exercise any right under this Agreement shall notconstitute approval of any breach or wrongful act by Vista Sand.2619.5.Any notice required or permitted by this Agreement, except the notice requiredunder the Property Value Guarantee (Exhibit P), shall be deemed effective whenpersonally delivered in writing, or three (3) days after notice is deposited with theU.S. Postal Service, postage prepaid, and addressed as follows:If to Vista Sand:Vista Sand, Ltd.Attn: RJ Sikes3249 Monroe HighwayGranbury, TX 76049With a copy to:Weld, Riley, Prenn & Ricci, S.C.Attn: Anders B. HelquistPO Box 1030Eau Claire, WI 54702With a copy to:Lanter Westermann, P.C.226 Bailey Ave., Suite 100Fort Worth, Texas 76107If to the City:City of Glenwood CityAttn: City Clerk220 E. Oak StreetGlenwood City, WI 54013Any party may change the address to which notices must be sent by giving noticesas provided herein.19.6.This Agreement shall be governed by and construed in accordance with the lawsof the State of Wisconsin. All disputes arising under this Agreement shall bevenued in a Wisconsin court of competent jurisdiction.19.7.No changes, amendments, alterations or modifications to this Agreement shall beeffective unless in writing and signed by both Parties and, if required, uponapproval by competent governing authorities of each Party.19.8.This Agreement is entered into with Vista Sand for the Property for the purposesof nonmetallic mining. Vista Sand may assign or transfer its rights and obligationsunder this Agreement to any entity with the prior written consent of the Citywhich shall not unreasonably be withheld, providing the property will continue tobe used for mining activities, the assignee assumes in writing the obligations ofVista Sand pursuant to this Agreement and provides a copy of such Agreement tothe City prior to the transfer, and the assignee demonstrates that it has thefinancial wherewithal to fulfill the obligations of this Agreement.2719.9.This Agreement supersedes any prior written or oral agreements between VistaSand and the City.19.10. Vista Sand and the persons signing for Vista Sand warrant that Vista Sand has fullright and authority to enter into this Agreement.19.11. The City and the persons signing for the City warrant the City has full right andauthority to enter into this Agreement.19.12. Should any section, clause, provision or portion of this Agreement be adjudgedunconstitutional or invalid, unlawful, or unenforceable by a final order of a courtof competent jurisdiction including all applicable appeals, the remainder of thisAgreement shall remain in full force and effect.If any application of this Agreement to a particular parcel of land is adjudgedunconstitutional or invalid by a final order or a court of competent jurisdictionincluding all applicable appeals, such judgment shall not be applicable to anyother parcel of land not specifically included in said judgment.-Signatures on following page-28Dated: ____________________, 2013VISTA SAND, LTD.A Texas limited companyBy: ______________________________Name/Title: Mr. RJ Sikes, Operating PartnerState of Wisconsin))ss)County of St. CroixPersonally came before me this _____ day of __________________, 2014 the above‐named__________________________ and _____________________________, to me known to be the_______________________ and ______________________ of Vista Sand, Ltd., and the personswho executed the foregoing instrument and acknowledge the same.____________________________________Print Name: __________________________ (SEAL)Notary Public, State of WisconsinMy Commission expires _________________CITY OF GLENWOOD CITYSt. Croix County, WisconsinBy: ______________________________Name/Title: John Larson, MayorBy: ______________________________Name/Title: Sharon Rosenow, ClerkState of WisconsinCounty of St. Croix)) ss)Personally came before me this _____ day of __________________, 2014 the above‐named__________________________ and _____________________________, to me known to be the_____________________ and ____________________ of the City of Glenwood City, and thepersons who executed the foregoing instrument and acknowledge the same.____________________________________Print Name: __________________________ (SEAL)Notary Public, State of WisconsinMy Commission expires _________________29Exhibits[Will attach additional Exhibits as they become available.]Exhibit A – Property DescriptionExhibit B – Economic DataExhibit C – Map of All Annexed PropertiesExhibit D – Effluent Wastewater Rate AgreementExhibit E – Conceptual Bowl DiagramExhibit F – Berm IllustrationsExhibit G – Wisconsin DNR Air PermitExhibit H – Fugitive Dust Control Plan ProvisionsExhibit I – Vista Sand Ambient Air Monitoring Program SummaryExhibit J – Site-Specific Groundwater Travel ConditionsExhibit K – Groundwater Monitoring Well ProgramExhibit L – Groundwater Well MapExhibit M – Well Protection Eligibility List and EnrolleesExhibit N – Village of Downing Well Owners Eligible for Well Testing and map of trip wirephases.Exhibit O – Village of Downing Well Owners Authorized for Annual Well TestingExhibit P – Property Value GuarantyExhibit Q – Property Owners, Guaranteed Parcel Numbers, and Fair Market ValueExhibit R – Glenwood City Nonmetallic Mining Ordinance30Exhibit A – Property Description(A legal description for the owners of the mining site — Scott Teigen, Velma Crosby, Robert &Sherry Crosby, Jr.— will be provided by Vista Sand to the City and attached herein as part ofExhibit A within twenty-eight (28) days after the execution of this Agreement by both parties.)[Final Boundary Map Attached on Next Page]31Exhibit Economic Data[Report and economic impact study attached on following page]32Exhibit Map of All Annexed Properties[Boundary Map Attached on Next Page]Exhibit Ef?uent Wastewater Rate Agreement[Agreement to be attached upon execution]Exhibit Conceptual Bowl Diagram[Conceptual ?bowl? exhibit attached on following page]Exhibit F – Berm Illustrations[Conceptual berm renderings from Co. Hwy G at Plant Entrance and from Highway G nearDowning attached on following page]Exhibit G – Wisconsin DNR Air Permit(Consistent with Section 5.16 of this Agreement, Vista Sand will provide to the City and attachherein a copy of the Wisconsin DNR Air Pollution Control Permit when such permit iscomplete.)Exhibit H –Fugitive Dust Control Plan ProvisionsAt a minimum, Vista Sand’s Fugitive Dust Control Plan shall contain provisions regarding thefollowing operational standards:1.Maintaining clean site roadways/plant yard in non-freezing conditions throughapplications of water, calcium chloride, or other approved fugitive dust control methods,including sweeping. Such watering or sweeping shall be done daily, unless 0.25 inchesof precipitation or greater has occurred in the last 24 hours, or whenever fugitive dust isobserved.2.Use of berms and other vegetation where practical to shield the Mining Operations. Theberms constructed by Vista Sand on and adjacent to the Property shall be maintained in agood and erosion free condition. During 2014, analysis will be conducted to determine ifother vegetation should be planted on the berms to improve dust mitigation, noisemitigation, and assist with erosion control. Berms only serve their purpose during the lifeof the mine so the vegetation may not be a permanent fixture.3.Stockpile observance and watering of those stockpiles to mitigate potential fugitive dust.4.Speed limits shall be kept within the Mine Operation to 10 miles per hour or less andsuch limits shall be posted.5.Inspection schedules for fugitive dust that comply with Wisconsin DNR Regulations.6.Drop distances at transfer points throughout the mining operations shall be reduced to apracticable extent and such equipment or plant enclosures shall be inspected on a regularbasis for physical integrity.7.Additional established protocols and dust control measures such as additional waterdispersion on sand stockpiles and other unpaved travel areas in the event the NationalWeather Service has issued a high wind warning for the area, which is defined assustained non-convective (not related to thunderstorms) winds greater than or equal to 40mph lasting for one hour or longer, or winds greater than or equal to 58 mph for anyduration.8.Vista Sand shall keep records of daily inspections, visible emission observations,equipment repairs and dust suppressant activities. Those records shall be available to theCity upon request.9.Other dust mitigation measures as required by the Wisconsin DNR in Vista Sand’sFugitive Dust Control Plan.Exhibit I – Vista Sand Ambient Air Monitoring Program SummaryMonitoring Goals and PurposeThe purpose of this monitoring is to measure ambient concentrations of particulate matter lessthan 10 microns in diameter (PM10) and crystalline silica particulate matter less than 4 microns indiameter (PM4).Ambient Standards/Reference ConcentrationsMonitoring results will be compared with these values.PM10: 150 micrograms per cubic meter (ug/m3) – Wisconsin ambient standard from NR404.04(8)(a).PM4: No Wisconsin or Federal ambient standard.PM4 crystalline silica: 3 ug/m3 – Chronic Inhalation Reference Exposure Level set by CaliforniaOffice of Environmental Health Hazard Assessment. Since this is a chronic exposure level, an“exceedance” of this reference level is when an annual average result exceeds 3 ug/m3. NoWisconsin or Federal ambient standard.Equipment SelectionThermo Fisher Scientific, Particol 2000i-E samplers with PM10 inlets (or comparable equipment)will be used to collect PM10 samples. Thermo Fisher Scientific, Particol 2000i-V samplers withPM2.5 inlets, but operated with an airflow rate to collect the PM4 size fraction, (or comparableequipment) will be used to collect PM4 samples.Monitor LocationsThe primary monitor siting criterion is to measure impacts of Vista operations on the GlenwoodCity School and the Village of Downing. The monitoring locations also meet setback criteriafrom background particulate matter sources such as other industrial facilities near the school,agricultural areas, disturbed ground, trees, and roads.A PM10 monitor and a PM4 monitor will be sited at a location between the Vista operations andthe Glenwood City School (location A on the attached figure) and between the Vista operationsand the Village of Downing (location B on the attached figure).Sampling Frequency and Duration24 hour samples will be collected every 6 days. The monitors will be operated during the periodwhen the mine and wet plant are operated. The monitors will not be operated during the wintermonths when the mine and wet plant are not operating.Presuming annexation occurs, and Vista Sand’s operations are authorized to proceed, the 24hour, every 6 day monitoring will begin during the spring of 2014 and shall continue for twelvemonths during months when mineral extraction and wet processing occurs. If no exceedance of150 ug/m3 PM10 or the 3 ug/m3 PM4 crystalline silica average is measured, the 24-hour, every 6day monitoring will end after the aforementioned twelve months of sampling have occurred. Ifno exceedance occurs, Vista Sand will continue to monitor ambient air emissions, but shallreduce the frequency of 24-hour testing to once per month during months when mineralextraction and wet processing occurs.If an exceedance occurs, the 24-hour, every 6 day monitoring will continue for an additional sixmonths. In addition, Vista Sand will work with the City Engineer to identify additional fugitivedust control procedures to implement.Meteorological DataMeteorological data (wind speed, direction, temperature, etc.) for each sample date will beobtained from a local airport or meteorological station.ReportsQuarterly monitoring reports will be prepared that show the results of the monitoring for eachpollutant and location and provide a summary of the meteorological data for each sample date.Quarterly reports will be sent to the Glenwood City Clerk, the Glenwood Superintendent ofSchools, and the Village of Downing Clerk within 10 days of the last day of the previous quarter.The same individuals will be verbally informed within two working days of receipt of a lab resultindicating the exceedance of an ambient standard or reference level.Quality AssuranceThe final ambient monitoring plan will document the quality assurance procedures to be taken tohelp ensure high quality data. These procedures will include sample custody procedures,equipment calibrations, and preventative maintenance steps. The independent laboratory thatwill be analyzing the samples will have their separate quality assurance and control program.Exhibit J – Site-Specific Groundwater Travel Conditions[Site-specific groundwater travel information attached on following page]Exhibit K – Groundwater Monitoring Well ProgramFive groundwater monitoring wells; MW-1, MW-2, MW-3, MW-4 and MW-5, have beenconstructed at the proposed mine site property. The monitoring well network will be utilized forassessment of groundwater elevations, hydraulic gradient, groundwater flow direction, and selectwater quality parameters during the life of the mine. SEH has been monitoring water levels at thefive groundwater monitoring wells since construction activities in August and September, 2012.The monitoring wells will be continued to be monitored for water levels on a monthly scheduleduring 2014. Water levels will be tabulated monthly and water table elevations utilized todevelop monthly water table elevation maps. Vista will submit an Annual Report to GlenwoodCity in January of each year documenting groundwater data collection activities for the previouscalendar year.Water levels at the site monitoring wells will be compared to those measured at the USGSgroundwater monitoring well located in Milltown, Polk County. The Milltown well is the closestUSGS well to the site. This background well will be used to assess the climatological effects ofwater level variations at the site.The sampling and testing of water quality parameters will be initiated before beginning siteclearing or mining operations. Groundwater quality parameters to be assessed include; turbidity,iron, manganese, total suspended solids (TSS), total dissolved solids (TDS), nitrate, acrylamide,petroleum hydrocarbons limited to benzene, ethylbenzene, toluene, total xylenes andnaphthalene, and specific conductivity. The water quality groundwater sampling schedule isproposed as:a)Quarterly starting in April 2014 and extending for the first year of operation, andb)Semi-annually for all groundwater monitoring wells following the first year of operation.Water quality parameters will also be assessed in residential wells as set forth in Section 8 of thePre-Annexation Mining Agreement. Groundwater and private well groundwater samples will becollected following WDNR groundwater sampling protocol, handled and shipped under chainof-custody procedures, and submitted to a Wisconsin licensed analytical laboratory for analyses.Results will be tabulated upon receipt from the laboratory and any ch. NR 140 Wis. Adm. Codeexceedances will be reported to the WDNR, Glenwood City and the well owner.Groundwater monitoring information, including tabular presentations of water table elevationsand water quality analyses, water table elevation maps, and laboratory reports will be included inan Annual Site Report to Glenwood City. In the event of water quality deterioration, or excessivewater table elevation decline due to high capacity well pumping at the private well locations, thewell replacement program in the Pre-Annexation Mining Agreement will be implemented.Exhibit L – Groundwater Monitoring Well Map[Map of existing well network attached on following page]Exhibit M – Well Protection Eligibility List and EnrolleesBelow is a list of properties either within the corporate limits of Glenwood City which aredirectly down gradient of the mining operations, within ½ mile of the Site’s mineral extractionboundary which are directly down gradient of the mining operations, or which are adjacent toand border the mining operations. The below list of properties may have a private residentialwell on their property, and if so, are eligible for the well monitoring program pursuant to theterms of Section 8.2 of the Agreement. These property owners will be sent a notice per Section8.2.PIN0161057800000161076151000161076400000161077200000161077950000161078100000161079951000161080900100161080-Owner_NameGALEN DAASENADDRESS3292 130THAVECITYDOWNINGSTATEWIMUNITOWN OFGLENWOODZIP54734WILLIAM C &MABEL RHOFFMAN3183 CTYRD GGLENWOODCITYWITOWN OFGLENWOOD54013ARVID JJESKE1251GLENWOODRUSTIC RD CITYR4WITOWN OFGLENWOOD54013SCOTT J &KRISTI A TRTEIGEN1274GLENWOODRUSTIC RD CITY4WITOWN OFGLENWOOD54013JEROME &HELEN MAES1241GLENWOODRUSTIC RD CITYR4WITOWN OFGLENWOOD54013VELMA RCROSBY1225GLENWOODRUSTIC RD CITYR4WITOWN OFGLENWOOD54013BRIAN JTEIGEN3237 CTYRD GGLENWOODCITYWITOWN OFGLENWOOD54013CHARLESPATRICK &CYNTHIAJEANDESMITHDONALD R &JUANITA1242 CTYRD WDOWNINGWITOWN OFGLENWOOD547341238 CTYRD WDOWNINGWITOWN OFGLENWOOD5473490050016108110000016108120000034100050000034100210100034100220000034100240025016155660000JAMESJAMES EBACONN5797163RD STMENOMONIEWITOWN OFGLENWOOD54751SANDRA JAJER1208 CTYRD WDOWNINGWITOWN OFGLENWOOD54734STEVEN A &MONA EJAMES1176 CTYRD WDOWNINGWITOWN OFSPRINGFIELD54734TRAVIS S &LORI ATEIGEN1193GLENWOODRUSTIC RD CITY4WITOWN OFSPRINGFIELD54013LYNDA EBUTLER891 230THSTWITOWN OFSPRINGFIELD54002DOW FAMILYTRUST1165GLENWOODRUSTIC RD CITY#4WITOWN OFSPRINGFIELD540133231 Hwy170WIGlenwood CityArea WellsDaniel and LisaSmithJ Akerlund02311042900000231104190300A SchrankBALDWINGLENWOODCITYowner at time of wellconstruction115 1stGLENWOODStreetCITYG Schemionek110 3rdStreetGlen Hi Ridersowner at time of wellconstructionSixth andGLENWOODMaple Street CITYGlenwood CityMuni Well #3GLENWOODCITYWIWIWI[Attach enrollee list when ?nalized per Section 8.2]Exhibit N – Village of Downing Well Owners Eligible for Well TestingProperty Owner  Parcel No. 3297 CtyPeggy M. Heutmaker  Rd G Downing, WI54734 016-1082-10000 Sarah L. Slama 1296 1st St Downing, WI54734 016-1082-30000 1290 1st St Downing, WI54734 016-1082-90000 1288 1st St Downing, WI54734 016-1083-30000 Malcolm & BonnieCronk 1286 1st St Downing, WI54734 016-1083-20000 Gordon & JudithOtterson 103 MainSt Downing, WI54734 116-1030-03000 Gregory & JenniferHolden 330 MainSt Downing, WI54734 116-1020-09000 Gene Smith 101 TainterSt Downing, WI54734 116-1020-10000 Thomas & HelenQuinn 100 TainterSt Downing, WI54734 116-1022-08000 439 1st St Downing, WI54734 116-1026-01000 Todd C. Woodruff Peter J. Mattison Richard & JoBerends Address Exhibit O –Village of Downing Well Owners Authorized for Annual Well Testing[Attach names and addresses upon authorization]Exhibit P – Property Value GuarantyUpon the execution of the attached Agreement (“Effective Date”) and upon ground disturbingactivities by Vista Sand, for a period of three (3) years from the Effective Date (“TerminationDate”), Vista Sand, Ltd. (hereinafter referred to as Vista or Vista Sand), will provide a propertyvalue Guaranty (“Guaranty”) to the owners of residences, identified on the attached Exhibit R(“Adjacent Owner”), subject to the following terms and conditions.A.Determination of Fair Market Value.1)An Adjacent Owner desiring to sell their residence shall notify Vista Sandof that at any time during the effective period of this Mining Agreement.2)The Fair Market Value shall be determined by either:a.The County-assessed tax value for the 2013 tax year; orb.Through the appraisal process listed in A(3)-(6), below.If the Adjacent Owner elects an appraisal, the Fair Market Value shall bethe higher of either the 2013 tax value or the appraisal.3)The Adjacent Owner and Vista Sand shall then agree on an appraiser whois licensed as a real estate appraiser in Wisconsin.4)In the event Vista Sand and the Adjacent Owner cannot agree on anappraiser, the Adjacent Owner shall select a bank or credit union in St. Croix County,with whom the Adjacent Owner and Vista Sand do not do business, to provide the nameof an appraiser it regularly employs to do appraisals.5)The appraiser selected pursuant to 3) or 4) above shall provide Vista Sandand the Adjacent Owner with an appraisal of the fair market value of the residence,assuming Vista Sand’s nonmetallic mining operations did not exist (“Fair MarketValue”).6)B.Vista Sand shall pay for the appraisal.Sale of Property.1)The Adjacent Owner shall then enter into a listing contract with aWisconsin licensed real estate broker and such listing shall be listed on the WisconsinMLS. The listing contract shall exclude Vista Sand as a potential buyer so that if VistaSand purchases the property, no commission shall be due.2)Before accepting any offer of less than the Fair Market Value, theAdjacent Owner shall give three (3) business days’ notice by fax, email or personaldelivery with a copy of the offer to Vista Sand’s agent as designated in Section 6.20. Ifnotice is by fax or e‐mail, it shall also require confirmed receipt by Vista Sand that thenotice has been received within three (3) business days. If Vista Sand objects to the offerin writing within five (5) business days, the Adjacent Owner shall not accept such offerand Vista Sand will proceed to purchase the residence for Fair Market Value.3)In the event Vista Sand does not object as provided in Section B.(2) aboveand the owner sells the residence for less than the Fair Market Value, Vista Sand shallpay the Adjacent Owner the difference between the selling price and the Fair Market.Vista Sand shall make the payment within 30 days of the recording of the conveyance ofthe residence.C.Applicability.1)The Guaranty shall apply only once for any residence identified in ExhibitR and shall only be available to the Adjacent Owners as of the Effective Date.2)Property which is for sale on the Effective Date shall not be eligible forthe Guaranty.3)Properties do not qualify for the Guaranty in the event the Adjacent Ownerwishes to sell or otherwise convey the property to a third‐party by a transaction which isnot considered an arm’s‐length transaction (such as a sale or gift to a relative).Exhibit Q – Property Owners, Guaranteed Parcel Numbers, and FairMarket ValueProtectedOwnerGuaranteedProperty I.D.NumberGuaranteed Property DescriptionGuaranteedPropertyAcreageWilliam C.and MabelHoffman016-1076-15-100SEC 35 T30N R15W PT NE NEBEING LOT 1 CSM 10/2964 1ACRE1.0Fair MarketValue (2013CountyAssessedValue)$119,700.00David W.and TheresaM. Hoffman016-1076-1510027.57$42,400.00Peggy M.Heutmaker016-1082-10000 andadjoiningparcelsnumbered 0161082-40-000;016-1082-50000; 016-108260-000; 0161082-70-000;016-1082-20000; 016-108280-000; 0161082-95-000;016-1083-10000SEC 35 T30N R15W NE NE EXCP522B AS DESC 809/121 ANDEXC PT LYING N & S 130THAVE DESC IN 834/334 & INWD-1120/315 130TH AVE EXCPT TO CSM 10/2964SEC 36 T30N R15W PT NE NE;LOTS 1-2-3-4 BLOCK 1RICHARDSON'S ADDN TOVILLAGE OF DOWNINGApprox. 5.5$227,500.00for all parcelslistedGalen D.Aasen016-1057-80000Approx 1.0$68,100.00Sarah L.Slama016-1082-30000Approx 1.0$90,800.00Todd C.Woodruff016-1082-90000Approx 1.0$134,900.00SEC 25 T30N R15W PT SE SESTARTING 370' W FROM SECOR OF SEC 25 THEN 240' WTHEN N TO RR THEN E 240'THE S TO POB; EXC PT TO1120/313 (HWY)SEC 36 T30N R15W PT NE NEUNINC. VILLAGE OFDOWNING RICHARDSON'SADDN LOTS 7-8 BLOCK 1SEC 36 T30N R15W PT NE NELOTS 1-2 BLOCK 4RICHARDSON'S ADDNPeter J.Mattison016-1083-30000Malcolm andBonnieCronk016-1079-40000; 016-107940-000; 0161079-30-000James E.BaconArvid J. andJeanne Jeske016-1081-10000016-1076-400000Jerome andHelen Maes016-1077-95000Gordon E.and JudithOttersonGregory J.Holden andJennifer M.HeutmakerHoldenGene SmithHelen E. andThomasQuinnRichard L.and JoBerendsVILLAGE OF DOWNINGSEC 36 T30N R15W PT NE NE;UNINC. VILLAGE OFDOWNING LOT 8 BLOCK 4RICHARDSONS ADDSEC 36 T30N R15W LOT 7 BLK4 IN RICHARDSON'S ADDN,ALSO PT S OF BLK 4: BEG SECOR LOT 7, TH W 120', S 34', E120', TH N 34' TO POB & COMSE COR RICHARDSON'S ADD.TH W 170', TH S 34'. TH E 170',TH N TO POB RICHARDSONSADDSEC 36 T30N R15W N 1/2 SWSE 20ASEC 35 T30N R15W 20.5A W676.5 FT OF SW NEApprox 1.0$75,400.00Approx 11.5$137,900.00for all parcelslisted20.0$50,100.0020.5$211,800.001.5$121,800.00116103003000SEC 35 T30N R15W 1.47A INNW SE LOT 1 OF CERTSURVEY MAP IN VOL IIIPAGE 840WEED’S ADD. L.4 BLK. 4De Minimus$61,500.00116102009000STODDARD’S ADD. L.6 BLK. 3De Minimus$45,700.00116102010000116102207000;116102206000;116102205000;116102204000;116102208000;116102210000;116102209000STODDARD’S ADD. L.7 BLK. 3STODDARD’S 2ND ADD. L.6BLK. 1; STODDARD’S 2NDADD. L.5 BLK. 1;STODDARD’S 2ND ADD. L.4BLK. 1; STODDARD’S 2NDADD. L.3 BLK. 1;STODDARD’S 2ND ADD. L.7BLK. 1; STODDARD’S 2NDADD. W.60’ L’S 9, 10 BLK. 1;STODDARD’S 2ND ADD. L.8BLK. 1;SUNNYSIDE ADD. L.13 BLK.A; SUNNYSIDE ADD. L.12BLK. A; SUNNYSIDE ADD.L.11 BLK. A; SUNNYSIDEDe MinimusDe Minimus$68,400.00$152,000.00for all parcelslistedDe Minimus$105,300.00for all parcelslisted116102602000;116102601000;116102510000;116102509000Waylon L.and MichelleA. HinrichsKevin A. andTamara S.Johnson116102301000MiltonKvingeDuane A.and DebbieZielsdorf116102505000GilbertMounce116100901000;116102701000;116102610000;116102609000Robert A.and Darla D.UtechtBrandon R.Schillinger116102608000Lorinda J.Erickson116102605000;116102604000;116102603000Terry andCindyLudtke116102306000;116102305000116102508000;116102507000;116102506000116105504000;116102503000;116102502000116102607000;116102606000Jeremy S.116102307000and Susan M.Nutter andDoorninkOrville H.116102303000WittmerMyron A.116102304000and MarciaADD. L.10 BLK. A;STODDARD’S 2ND ADD. E.120’L’S 9,10 BLK.1 & PT. VAC.ALLEYSUNNYSIDE ADD. L. 9 BLK. A& PT. VAC. ALLEY;SUNNYSIDE ADD. L. 8 BLK. A;SUNNYSIDE ADD. L. 7 BLK. A;SUNNYSIDE ADD. L. 6 BLK. ADe Minimus$53,200.00De Minimus$103,300.00for all parcelslistedDe Minimus$2,600.00SUNNYSIDE ADD. L. 5 BLK. A; De MinimusSUNNYSIDE ADD. L. 4 BLK. A;SUNNYSIDE ADD. L’S 1, 2, 3BLK. AApprox. 4.5PT. NW NW COM. 784’ S OFNW COR.; E.543’ S.242’;W.343.7’;S.310’;W.199.3’;N.552’;TO POB; SUNNYSIDE ADD.LOT’S 1, 2, 3, 4, 5, 6, 7 BLK.DAND PT. VAC ALLEY’S;SUNNYSIDE ADD. LOT’S 5, 6,7, 8, 9 BLK.C & PT. VAC. ST.;SUNNYSIDE ADD. LOT’S 1, 2,3, 4 BLK.C & PT. VAC. ST.SUNNYSIDE ADD. LOT’S 6 & 7 De MinimusBLK.B AND PT. VAC ALLEYEXC. 516987SUNNYSIDE ADD. L. 5 BLK. B De Minimus& PT. VAC. ALLEY;SUNNYSIDE ADD. L. 4 BLK. B$83,100.00for all parcelslisted$132,100.00for all parcelslisted$88,700.00$63,700.00 forall parcelslistedSUNNYSIDE ADD. L. 3 BLK. B& PT. VAC. ALLEY;SUNNYSIDE ADD. L. 2 BLK. B;SUNNYSIDE ADD. L. 1 BLK. BSTODDARD’S 2ND ADD. L. 6BLK. 2; STODDARD’S 2NDADD. L. 5 BLK. 2De Minimus$68,600.00 forall parcelslistedDe Minimus$58,500.00 forall parcelslistedSTODDARD’S 2ND ADD. L. 7BLK. 2 (INCLUDES 116-102308)De Minimus$78,500.00STODDARD’S 2ND ADD. L. 3BLK. 2STODDARD’S 2ND ADD. L. 4BLK. 2De Minimus$21,700.00De Minimus$11,800.00P. AndersonKelly M. andJenniferLagerstromDennis andPamelaSteiesGary W.JordheimMarciaBrittonJay E. Olson116102202000;116102203000116102102000;116102103000;116102104000116102105000116101909000STODDARD’S 2ND ADD. L. 1BLK. 1; STODDARD’S 2NDADD. L. 2 BLK. 1STODDARD’S ADD. L. 9 BLK.3; STODDARD’S ADD. L. 10BLK. 3; STODDARD’S ADD. L.11 BLK. 3STODDARD’S ADD. L. 12 BLK.3STODDARD’S ADD. L. 5 BLK. 2De MinimusDe Minimus$127,700.00for all parcelslisted$76,900.00 forall parcelslistedDe Minimus$83,400.00De Minimus$103,400.00116101910000;116102001000STODDARD’S ADD. L. 6 BLK. 2 De Minimus(173/99); STODDARD’S ADD.W’RLY 40’ L. 7 BLK. 2 (173/99)$37,200.00 forall parcelslistedMarjorie A.Mathison andDeborah M.Leithauser116102002000;116102003000;116101905000;116101906000$76,100.00 forall parcelslistedRichard P.Schug116101907000;116101908000Roger andEdna SutliffSusanPetranovichGary andMary Maes116102004000STODDARD’S ADD. E’RLY 20’ De MinimusL. 7 BLK. 2; STODDARD’SADD. L. 8 BLK. 2;STODDARD’S ADD. L. 1 BLK.2; STODDARD’S ADD. L. 2BLK. 2STODDARD’S ADD. L. 3 BLK. De Minimus2; STODDARD’S ADD L. 4BLK. 2STODDARD’S ADD. L. 1 BLK. 3 De Minimus116102005000STODDARD’S ADD. L. 2 BLK. 3 De Minimus$37,300.00Robert andJoan Ludtke116101702000;116102908000;116102904000;116102905000;116102902000;116102903000;Sue A.Krosnoski116100501000;116100410000116102006000;116102007000$47,200.00 forall parcelslisted$51,500.00De Minimus$87,600.00 forall parcelslistedApprox 2.3COOLCROFT ADD. BLK’S A,B, C, D, E, F, G, H, I; WEED’SADD. ALL OF BLK. 3; WEED’SADD. L. 5 BLK. 2 & PT. VAC.ALLEY; WEED’S ADD. L. 6BLK. 2 & PT. VAC. ALLEY;WEED’S ADD. L. 3 BLK. 2 &PT. VAC. ALLEY; WEED’SADD. L. 4 BLK. 2 & PT. VAC.ALLEY;PT. SW SW PT. LOT 2 CMP. 460 De MinimusEXC. 376/19; PT. SW SW L. 1 OFCMP. 460$3,300.00 forall parcelslistedSTODDARD’S ADD. L. 3 BLK.3; STODDARD’S ADD. L. 4BLK. 3$36,400.00 forall parcelslistedWEED’S ADD. L. 2 BLK. 2 &PT. VAC. ALLEY; WEED’SADD. L. 1 BLK. 2 & PT. VAC.ALLEYWEED’S ADD. L. 7 BLK. 2 &PT. VAC. ALLEY; WEED’SADD. L. 8 BLK. 2 & PT. VAC.ALLEYWEED’S ADD. L. 1 BLK. 5;WEED’S ADD. L. 2 BLK. 5De Minimus$66,300.00 forall parcelslistedDe Minimus$84,500.00 forall parcelslistedDe MinimusDe Minimus116103101000WEED’S ADD. W. 1/2 VAC. ST.LYG BETWN. L. 1 BL. 4 & L. 4BL. 5; WEED’S ADD. L. 1 BLK.4WEED’S ADD. L. 2 BLK. 4 PT.VAC. ALLEY; WEED’S ADD. L.3 BLK. 4 PT. VAC. ALLEYWEED’S ADD. L. 3 BLK. 6$90,200.00 forall parcelslisted$82,300.00 forall parcelslistedDe Minimus$83,900.00 forall parcelslisted$2,600.00116103102000WEED’S ADD. L. 4 BLK. 6De Minimus$30,400.00016107660000SEC. 35 T30N R15W NE NWEXC PT TO 1123/31838.48$201,400.00016107690100SEC 35 T30N R15W NW NWEXCEPT P 528B EXC .15 AC TOHWY PROJ 1503/171 8650-01-20SEC 35 T30N R15W PARCELOF LAND IN NW OF NW 5.77AMORE OR LESS33$139,600.005.77$146,100.00John W.Nelson116102901000;116102810000Charles E.Gordon116102906000;116102907000Jeana L.Seim116103004000;116103005000Jane G.Smith116102910000;116102909000Chad andNikki Kahler116103001000;116103002000Lawrenceand JanetMiklaQassimDharsiBryan J. andNicole R.BriteGerald F.LeonardTerry E. andLori K.Newton016107695000De MinimusExhibit R – Glenwood City Nonmetallic Mining Ordinance[Ordinance as adopted and executed to be attached on following pages]